UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, ~~2020~~2021

Commission File No. 000-53425

Singlepoint Inc.

(Name of small business issuer in its charter)

Nevada

26-1240905

(State or other jurisdiction of

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~~(888) 682-7464

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May ~~20, 2020,~~14, 2021, the Company had ~~1,803,070,015~~37,496,738 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~~

~~TABLE OF CONTENTS~~

~~PART I – FINANCIAL INFORMATION~~TABLE OF CONTENTS

~~Item 1.~~		~~Financial Statements~~PART I – FINANCIAL INFORMATION		4

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)		4
	Condensed Consolidated Statements of Operations (unaudited)		5
	Condensed Consolidated Statements of Stockholders’ ~~Deficit~~Equity (unaudited)		6
	Condensed Consolidated Statements of Cash Flows (unaudited)		8
	Notes to Condensed Consolidated Financial Statements (unaudited)		9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2129
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		2331
Item 4.	Controls and Procedures		2331

~~PART II – OTHER INFORMATION~~


PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	2432
Item 1A.	Risk Factors	2432
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2432
Item 3.	Defaults Upon Senior Securities	2432
Item 4.	Mine Safety Disclosures	2432
Item 5.	Other Information	2432
Item 6.	Exhibits	2533
Signatures		2634

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31, 2021			December 31, 2020

ASSETS
CURRENT ASSETS:
Cash	$	1,691,686		$	198,473
Accounts receivable		17,448			3,368
Prepaid expenses		78,744			4,834
Inventory		284,314			63,456
Current portion of deferred compensation, net of discount		203,758			-

Total Current Assets		2,275,950			270,131

NON-CURRENT ASSETS:
Property, net		64,726			79,167
Investment, at fair value		582,010			623,637
Intangible assets, net		45,375			49,005
Goodwill		2,468,740			1,893,740
Deferred compensation, net of current portion		135,840			-

Total Assets	$	5,572,641		$	2,915,680

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
CURRENT LIABILITIES:
Accounts payable, including related party	$	652,825		$	245,362
Accrued expenses, including accrued officer salaries		1,160,315			1,661,208
Current portion of convertible notes payable, net of debt discount		10,500			2,434,226
Capital lease obligations, current portion		45,610			51,365
Advances from related party		1,174,339			1,151,946
Short-term notes payable		880,108			372,232

Total Current Liabilities		3,923,697			5,916,339

LONG-TERM LIABILITIES:
Convertible notes payable, net of current portion		-			-
Capital lease obligations, net of current portion		37,419			47,517
Long-term notes payable		285,840			150,000

Total Liabilities		4,246,956			6,113,856

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Undesignated preferred stock, par value $0.0001; 39,995,000 and 39,998,500 shares authorized as of March 31, 2021, and December 31, 2020, respectively;

Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 59,000,000 and 60,000,000 shares issued and outstanding as of March 31, 2021, and December 31, 2020, respectively		5,900			6,000

Class B convertible preferred stock, par value $0.0001; 1,500 shares authorized; 408 shares issued and outstanding as of March 31, 2021, and December 31, 2020, respectively		-			-

Class C convertible preferred stock, par value $0.0001; 1,500 and no shares authorized as of March 31, 2021, and December 31, 2020, respectively; 760 and no shares issued and outstanding as of March 31, 2021, and December 31, 2020, respectively		-			-

Class D convertible preferred stock, par value $0.0001; 2,000 and no shares authorized as of March 31, 2021, and December 31, 2020, respectively; 1,500 and no shares issued and outstanding as of March 31, 2021, and December 31, 2020, respectively		-			-

Common stock, par value $0.0001; 5,000,000,000 shares authorized; 35,377,395 and 33,075,711 shares issued and outstanding as of March 31, 2021, and December 31, 2020, respectively		3,538			3,308

Additional paid-in capital		84,017,072			78,132,202
Accumulated deficit		(81,927,618	)		(80,785,887	)
Total Singlepoint Inc. stockholders' equity		2,098,892			(2,644,377	)
Non-controlling interest		(773,207	)		(553,799	)
Total Stockholders' Equity		1,325,685			(3,198,176	)

Total Liabilities and Stockholders' Equity	$	5,572,641		$	2,915,680

~~PART I – FINANCIAL INFORMATION~~

~~Item 1. Financial Statements~~

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

March 31,
2020

December 31,
2019

ASSETS

CURRENT ASSETS:

Cash

$ 222,579

$ 110,128

Accounts receivable

19,719

49,228

Prepaid expenses

24,878

24,427

Inventory

68,439

74,663

Total Current Assets

335,615

258,446

NON-CURRENT ASSETS:

Property, net (Note 5)

122,490

136,931

Investment, at cost (Note 3)

60,000

60,000

Goodwill (Note 3)

1,966,340

1,966,340

Total Assets

$ 2,484,445

$ 2,421,717

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES

CURRENT LIABILITIES:

Accounts payable, including related party (Note 8)

$ 166,618

$ 167,939

Accrued expenses, including accrued officer salaries (Note 8)

1,089,817

843,136

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

2,004,653

2,070,898

Capital lease obligations, current portion (Note 5)

60,712

58,738

Advances from related party (Note 8)

1,098,644

878,515

Derivative liability

4,098,210

2,813,150

Total Current Liabilities

8,518,654

6,832,376

LONG-TERM LIABILITIES:

Capital lease obligations, net of current portion (Note 5)

83,029

98,881

Total Liabilities

8,601,683

6,931,257

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT

Undesignated preferred stock, par value $0.0001; 40,000,000 shares authorized; no shares issued and outstanding

-

-

Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 54,200,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019

5,420

5,420

Common stock, par value $0.0001; 5,000,000,000 shares authorized; 1,745,314,333 and 1,698,279,820 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively

174,531

169,828

Additional paid-in capital

72,560,784

72,210,393

Accumulated deficit

(78,672,601 )

(76,752,170 )
Total Singlepoint, Inc. stockholders' deficit

(5,931,866 )

(4,366,529 )
Non-controlling interest

(185,372 )

(143,011 )
Total Stockholders' Deficit

(6,117,238 )

(4,509,540 )

Total Liabilities and Stockholders' Deficit

$ 2,484,445

$ 2,421,717

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

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

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended
	March 31, 2021			March 31, 2020


REVENUE	$	239,013		$	1,075,222

Cost of Revenue		304,739			765,608

Gross profit		(65,726	)		309,614

OPERATING EXPENSES:
Consulting fees		60,331			137,016
Professional and legal fees		121,557			74,818
Investor relations		167,355			43,784
General and administrative		697,450			690,972

Operating expenses		1,046,693			946,590

LOSS FROM OPERATIONS		(1,112,419	)		(636,976	)

OTHER INCOME (EXPENSE):
Interest expense		(55,366	)		(127,330	)
Amortization of debt discounts		-			(448,290	)
Loss on settlement of debt		(151,727	)		(41,264	)
Gain (loss) on change in fair value of derivative liability and equity securities		(41,627	)		(708,932	)

Other income (expense)		(248,720	)		(1,325,816	)

INCOME (LOSS) BEFORE INCOME TAXES		(1,361,139	)		(1,962,792	)

Income taxes		-			-

NET INCOME (LOSS)		(1,361,139	)		(1,962,792	)

Loss (income) attributable to non-controlling interests		219,408			42,361

NET INCOME (LOSS) ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS	$	(1,141,731	)	$	(1,920,431	)

Net income (loss) per share - basic	$	(0.03	)	$	(0.08	)

Weighted average number of common shares outstanding - basic		34,587,638			22,903,450

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months Ended

March 31,
2020

March 31,
2019

REVENUE

$ 1,075,222

$ 262,890

Cost of Revenue

765,608

187,261

Gross profit

309,614

75,629

OPERATING EXPENSES:

Consulting fees

137,016

67,442

Professional and legal fees

74,818

103,843

Investor relations

43,784

112,439

General and administrative

690,972

295,025

Operating expenses

946,590

578,749

LOSS FROM OPERATIONS

(636,976 )

(503,120 )

OTHER INCOME (EXPENSE):

Interest expense

(127,330 )

(73,194 )
Amortization of debt discounts

(448,290 )

(73,394 )
Loss on settlement of debt

(41,264 )

-

Loss on change in fair value of derivative liability

(708,932 )

(616,983 )

Other income (expense)

(1,325,816 )

(763,571 )

LOSS BEFORE INCOME TAXES

(1,962,792 )

(1,266,691 )

Income taxes

-

-

NET LOSS

(1,962,792 )

(1,266,691 )

Loss (income) attributable to non-controlling interests

42,361

(662 )

NET LOSS ATTRIBUTABLE TO SINGLEPOINT, INC. STOCKHOLDERS

$ (1,920,431 )

$ (1,267,353 )

Net loss per share - basic

$ (0.00 )

$ (0.00 )

Weighted average number of common shares outstanding - basic

1,717,758,784

1,282,900,570

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

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

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Three Months Ended March 31, 2020 and the Year Ended December 31, 2019
(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

26,983,333

2,698

371,352

374,050

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

135,418,713

13,542

555,958

569,500

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

1,506,513

1,506,513

Disposal of subsidiary

-

109,153

109,153

Net loss

(7,905,732 )

(163,001 )

(8,068,733 )

Balance, December 31, 2019

54,200,000

$ 5,420

1,698,279,820

$ 169,828

$ 72,210,393

$ (76,752,170 )

$ (143,011 )

$ (4,509,540 )

Issuance of common shares for services

15,000,000

1,500

116,500

118,000

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

32,034,513

3,203

75,218

78,421

Settlement of derivative liability due to debt conversion

158,673

158,673

Net income (loss)

(1,920,431 )

(42,361 )

(1,962,792 )

Balance, March 31, 2020

54,200,000

$ 5,420

1,745,314,333

$ 174,531

$ 72,560,784

$ (78,672,601 )

$ (185,372 )

$ (6,117,238 )

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

	Preferred Stock Class A Par Value $0.0001						Preferred Stock Class B Par Value $0.0001				Preferred Stock Class C Par Value $0.0001				Preferred Stock Class D Par Value $0.0001				Common Stock Par Value $0.0001
	Number of Shares			Amount			Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Additional paid-in Capital		Accumulated Deficit			Non- controlling Interest			Total Stockholders' Equity

Balance, December 31, 2020		60,000,000		$	6,000			408	$	-		-		-		-		-		33,075,711	$	3,308	$	78,132,202	$	(80,785,887	)	$	(553,799	)	$	(3,198,176	)

Issuance of common shares for services																				66,667		7		17,993								18,000
Issuance of preferred shares for cash												760		-		1,500		-						2,260,000								2,260,000
Issuance of common shares for acquisition																				168,350		17		499,983								500,000
Issuance of common shares for principal and accrued interest on convertible notes																				1,733,333		173		3,106,827								3,107,000
Conversion of preferred shares		(1,000,000	)		(100	)														333,333		33		67								-

Net loss																										(1,141,731	)		(219,408	)		(1,361,139	)

Balance, March 31, 2021		59,000,000		$	5,900			408	$	-		760		-		1,500		-		35,377,395	$	3,538	$	84,017,072	$	(81,927,618	)	$	(773,207	)	$	1,325,685

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

~~Table of Contents~~

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

	Preferred Stock Class A Par Value $0.0001				Preferred Stock Class B Par Value $0.0001				Preferred Stock Class C Par Value $0.0001				Preferred Stock Class D Par Value $0.0001				Common Stock Par Value $0.0001
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Additional paid-in Capital		Accumulated Deficit			Non-controlling Interest			Total Stockholders' Equity

Balance, December 31, 2019		54,200,000	$	5,420		-	$	-		-	$	-		-	$	-		22,643,731	$	2,264	$	72,377,957	$	(76,752,170	)	$	(143,011	)	$	(4,509,540	)

Issuance of common shares for services																		200,000		20		117,980								118,000
Issuance of common shares for services previously accrued
Issuance of common shares for acquisition
Issuance of common shares for principal and accrued interest on convertible notes																		427,127		43		78,378								78,421
Issuance of preferred shares for services
Conversion of preferred shares
Warrants issued with convertible notes payable
Settlement of derivative liability due to debt conversion																						158,673								158,673
Disposal of subsidiary																								-						-

Net loss																								(1,920,431	)		(42,361	)		(1,962,792	)

Balance, March 31, 2020		54,200,000	$	5,420		-		-		-		-		-		-		23,270,858	$	2,327	$	72,732,988	$	(78,672,601	)	$	(185,372	)	$	(6,117,238	)

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Three Months Ended March 31, 2019
(Unaudited)

Preferred Stock Par Value $0.0001

Common Stock Par Value $0.0001

Additional

Non-

Total

Number of Shares

Amount

Number of Shares

Amount

paid-in Capital

Accumulated
Deficit

controlling
Interest

Stockholders'
Deficit

Balance, December 31, 2018

50,950,000

$ 5,095

1,236,319,023

$ 123,632

$ 63,940,510

$ (68,846,438 )

$ (89,163 )

$ (4,866,364 )

Issuance of common shares for services previously accrued

8,000,000

800

799,200

800,000

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

44,531,249

4,453

195,046

199,499

Conversion of preferred shares

(1,750,000 )

(175 )

10,500,000

1,050

(875 )

-

Settlement of derivative liability due to debt conversion

682,481

682,481

Net loss

(1,267,353 )

662

(1,266,691 )

Balance, March 31, 2019

49,200,000

$ 4,920

1,299,350,272

$ 129,935

$ 65,616,362

$ (70,113,791 )

$ (88,501 )

$ (4,451,075 )

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

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

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
							For the Three Months Ended
	For the Three Months Ended						March 31, 2021			March 31, 2020
	March 31, 2020			March 31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Singlepoint, Inc. stockholders	$	(1,920,431	)	$	(1,267,353	)
Net loss attributable to Singlepoint Inc. stockholders												$	(1,141,731	)	$	(1,920,431	)

Adjustments to reconcile net loss to net cash used in operating activities
Gain (loss) attributable to non-controlling interests		(42,361	)		662
Loss attributable to non-controlling interests													(219,408	)		(42,361	)
Common stock issued for services		118,000			-			18,000			118,000
Depreciation		14,441			-			14,441			14,441
Amortization of intangibles													3,630			-
Amortization of debt discounts		448,290			73,394			-			448,290
(Gain) loss on change in fair value of derivatives		708,932			616,983
Loss on change in fair value of equity securities													41,627			708,932
(Gain) loss on debt settlement		41,264			-			151,727			41,264
Changes in operating assets and liabilities:
Accounts receivable		29,509			(16,970	)		(14,080	)		29,509
Prepaid expenses		(451	)		(14,409	)		(73,910	)		(451	)
Inventory		6,224			(5,746	)		(220,858	)		6,224
Accounts payable		(1,321	)		(14,160	)		407,463			(1,321	)
Accrued expenses		201,933			168,622			35,217			201,933

NET CASH USED IN OPERATING ACTIVITIES		(395,971	)		(458,977	)		(997,882	)		(395,971	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition													(25,000	)		-

NET CASH USED IN INVESTING ACTIVITIES													(25,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock													-			-
Proceeds from advances from related party		226,800			23,445			28,749			226,800
Proceeds from short-term notes payable													311,070			-
Payments on advances to related party		-			-			(6,356	)		-
Payments on convertible notes payable		(25,000	)		-			(25,000	)		(25,000	)
Payments on capital lease obligations		(13,878	)		-			(15,853	)		(13,878	)
Proceeds from issuance of convertible notes		320,500			750,000			-			320,500
Payments on notes payable													(36,515	)		-
Proceeds from sale of preferred stock - Class C													760,000			-
Proceeds from sale of preferred stock - Class D													1,500,000			-

NET CASH PROVIDED BY FINANCING ACTIVITIES		508,422			773,445			2,516,095			508,422

NET CHANGE IN CASH		112,451			314,468			1,493,213			112,451

Cash at beginning of period		110,128			68,781			198,473			110,128

Cash at end of period	$	222,579		$	383,249		$	1,691,686		$	222,579

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-		$	-		$	-
Income tax paid	$	-		$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for accrued interest	$	3,185		$	-		$	-		$	3,185
Non-cash consideration given for acquisitions through issuance of common stock and notes payable												$	550,000		$	-
Original issue discount from issuance of notes payable	$	39,500		$	75,000		$	-		$	39,500
Common stock issued for conversion of debt and accrued interest	$	78,421		$	199,499		$	-		$	78,421
Recognition of debt discount attributable to derivative liability	$	734,801		$	-
Derivative liability settlements	$	158,673		$	-		$	-		$	158,673
Conversion of preferred stock to common stock	$	-		$	1,050		$	100		$	-
Issuance of common stock previously accrued	$	-		$	800,000
Derivative liability recognized from convertible debt	$	873,176		$	-		$	-		$	873,176

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Deferred stock compensation recognized for acquisitions												$	450,000		$	-
Discount recognized on deferred stock compensation for acquisitions												$	110,402		$	-

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

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SINGLEPOINT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Corporate History

Carbon Credits International Inc. (“CCII”), which was formed on October 15, 2007 as a Nevada corporation, was the result of a spin off from Carbon Credits Industries, Inc. (“CCI”), its former parent issuer, on October 17, 2007. On December 23, 2011, CCII entered into a merger agreement with Lifestyle Wireless, Inc. (“LWI”), a Washington Corporation, with CCII remaining as the surviving company. The effective date of the merger was January 10, 2012. On July 1, 2013, CCII changed its name to Singlepoint Inc. (“Singlepoint” or “the Company”). On May 14, 2019, the Company established a subsidiary, Singlepoint Direct Solar LLC (“~~SDS”~~Direct Solar America”), completing the acquisition of certain assets of Direct Solar ~~LLC~~America and AI Live Transfers LLC (See Note 3). The Company owns Fifty One Percent (51%) of the membership interests of ~~SDS.~~Direct Solar America. On January 26, 2021 the Company entered into a purchase agreement to acquire 100% ownership of EnergyWyze, LLC, a limited liability company (“EnergyWyze”) (See Note 3). On February 12, 2021, the Company purchased 51% ownership of Box Pure Air, LLC, a Delaware limited liability company (“Box Pure Air”) (See Note 3).

Business

We are a company focused on providing renewable energy solutions and energy-efficient applications to drive better health and living. We currently have core subsidiaries including solar and air purification. We built our portfolio through synergistic acquisitions, products, and partnerships to provide a rich, diversified holding base. The ~~Company looks~~Company’s initial focus is on solar energy and we are committed to ~~acquire businesses~~building a foundation for future expansion opportunities and ~~build~~building brands based on technology solutions we believe will increase efficiencies across various markets. We strive to create long-term value for our shareholders by helping our partner companies to increase their market penetration, grow revenue and improve cash flow. WeAs of March 31, 2021 we currently have ~~three~~five subsidiaries, ~~Singlepoint~~Energy Wyze LLC, 100% interest, Box Pure Air, 51% interest, Direct Solar ~~LLC (“SDS”,~~America, 51% ~~interest),~~interest, Discount Indoor Garden Supply, Inc. (“DIGS”, 90% interest), and ShieldSaver, LLC (“ShieldSaver”, 51% interest). Our principal offices are located at 2999 North 44th Street Suite 530, Phoenix, AZ 85018, telephone: (888) 682-7464. We have formalized and completed the spin-off of 1606 Corp. We intended to spin-off additional assets or non-core subsidiaries in the future.

Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, ~~2020,~~2021, 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 reflectscontain all adjustments (consisting of normal recurring ~~accruals and~~ adjustments) ~~which are, in the opinion of management,~~ necessary to present fairly ~~state~~our consolidated financial position as of March 31, 2021 and December 31, 2020, and the ~~operating~~ results of our consolidated operations for the ~~respective periods. Certain information and footnote disclosures normally present in~~interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual ~~financial~~data. These 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~~consolidated financial statements and ~~explanatory~~the notes included in our latest annual report on Form 10-K for the year ended December 31, ~~2019 as disclosed in~~2020, and our ~~Form 10-K filed~~other reports on file with the Securities and Exchange Commission ~~on March 31, 2020. The results of the three months ended March 31, 2020 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2020.~~(“SEC”).

Principles of Consolidation

The consolidated financial statements include the accounts of Singlepoint, DIGS, ~~SDS~~Direct Solar America, ShieldSaver, EnergyWyze, and ~~ShieldSaver~~Box Pure Air as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, and for the three months ended March 31, ~~2020 and 2019 (with the accounts of Jiffy Auto Glass (“JAG”), a former subsidiary, included in the three months ended March 31, 2019).~~2021. All significant intercompany transactions have been eliminated in ~~consolidation.~~consolidation

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Reverse Stock-split

~~Revenues~~On March 26, 2021, we affected a 1 for 75 reverse stock split of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock was converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect this reverse stock split for all periods presented.

~~It is~~Revenues

The Company records revenue under the ~~Company’s policy that revenue from product sales or services will be recognized in accordance with~~adoption of ASC 606 ~~“Revenue from Contracts~~by analyzing exchanges with ~~Customers”. The standard outlines~~its customers using 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.five-step analysis:

	(1)	identifies the contract(s) with a customer;

	(2)	identifies the performance obligations in the contract(s);

	(3)	determines the transaction price;

	(4)	allocates the transaction price to the performance obligations in the contract(s); and

	(5)	recognizes revenue when (or as) the entity satisfies a performance obligation.

The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. 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,~~ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer.

~~Revenue Sharing~~The Company uses three categories for disaggregated revenue classification:

	(1)	Retail Sales (DIGS, Singleseed, Box Pure Air, Energy Wyze),

	(2)	Distribution (1606 and related products) and,

	(3)	Services Revenue (Direct Solar, Shieldsaver).

~~In addition~~

Additionally, the Company also disaggregates revenue by subsidiary:

	(1)	Singlepoint (parent company)

	(2)	Direct Solar America

	(4)	EnergyWyze

	(5)	Box Pure Air

Retail Sales. Our retail sales include our products sold directly to ~~selling~~consumers, with sales recognized upon delivery of the ~~Company’s~~product to the customer, with the customer taking risk of ownership and assuming risk of loss. Payment is due upon delivery. DIGS operates an online store and sells nutrients, lights, HVAC systems and other products to ~~customers, the Company recognizes revenues by sharing commissions with Independent Sales Organizations as an agent on a net basis.~~consumers. Singleseed provides products through its online portal.

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~~These revenues do not comprise a material amount~~

Distribution Revenue. Our distribution revenue includes Singlepoint’s 1606 and related product sales to third-party resellers with revenue recognized upon delivery of the ~~Company’s net sales.~~product to the reseller, with the reseller taking risk of ownership and assuming risk of loss. Payment is due upon delivery or within 30 days of invoicing. Except for when sold direct to consumer upon which payment is due immediately.

Services Revenue. Our services revenue includes services provided by Direct Solar America, which earns commission revenue for solar services placed with third-party contractors and recognizes revenue upon date of completion of installation. Cash received in advance of contract completion is recognized as deferred revenue until contracts are complete. Singlepoint’s merchant services provides payment services to businesses with revenue recognized upon the close and remittance of commissions each month. ShieldSaver offers business-to business services related to windshield repair and replacement for consumers. Service revenue is recognized as the performance obligations are fulfilled, with the customer taking risk of ownership and assuming risk of loss. Payment for service revenue is generally due upon completion.

Returns and other adjustments

The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately debits net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates on product revenues during the quarter ended March 31, 2021 are not material.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of ninety days or less at the time of purchase to be cash equivalents. The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company had no deposits in excess of amounts insured by the FDIC as of March 31, ~~2020.~~2021.

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

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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.

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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.~~Stock Classes. 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:

Three Months
Ended

Three Months
Ended

March 31,

March 31,

2020

2019

Series A Preferred Stock

1,355,000,000

1,230,000,000

Convertible notes

1,396,084,483

229,585,686

Warrants

10,000,000

10,000,000

Potentially dilutive securities

2,761,084,483

1,469,585,686

Three Months

Three Months

Ended

Ended

March 31, 2021

March 31, 2020

Series A Preferred Stock

1,475,000,000

1,355,000,000

Series B Preferred Stock

2,675,410

-

Series C Preferred Stock

747,540

-

Series D Preferred Stock

1,395,349

-

Convertible notes

20,000

18,614,460

Warrants

10,000,000

10,000,000

Potentially dilutive securities

1,489,838,299

1,383,614,460


Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

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Fair Value Measurements

On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.

The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, ~~investments,~~ accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments.

Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests.

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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 – March 31, 2020

$ –

$ –

$ 4,098,210

$ 4,098,210

Level 1

Level 2

Level 3

Total

Fair value of convertible notes derivative liability – December 31, 2019

$ –

$ –

$ 2,813,150

$ 2,813,150

~~The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as~~As of December 31, 2019, the Company had an investment in equity securities that did not have a readily determinable fair value, or “RDFV”. This investment was assessed and measured at fair value that was determined to be zero. As of March 31, ~~2020:~~2021, and December 31, 2020, this investment in equity securities did meet the standards for a RDFV and has been valued as a Level 1 instrument. For the three months ended March 31, 2021, a loss of $41,627 was recognized related to the fair value measurement of these equity securities.

Derivative
Liability

Balance, December 31, 2019

2,813,150

Additions recognized as debt discount

734,801

Derivative liability settlements

(158,673 )
Mark-to-market at March 31, 2020

708,932

Balance, March 31, 2020

$ 4,098,210

Net loss for the year included in earnings relating to the liabilities held at March 31, 2020

$ 708,932

Level 1

Level 2

Level 3

Total

Fair value of convertible notes derivative liability and equity securities – March 31, 2021

$ 547,010

$ –

$ –

$ 547,010

Level 1

Level 2

Level 3

Total

Fair value of convertible notes derivative liability and equity securities – December 31, 2020

$ 588,637

$ –

$ –

$ 588,637

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

There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows. Management has evaluated these new pronouncements through March 31, ~~2020.~~2021.

Subsequent Events

Other than the events described in Note ~~11,~~10, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission.

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NOTE 3 – INVESTMENTS, ACQUISITIONS, GOODWILL AND ~~GOODWILL~~INTANGIBLE ASSETS

Investments

The Company records ~~its~~certain investments using the cost method. If cost exceeds fair value, an impairment loss is recognized unless the impairment is considered temporary. The Company records investments in equity securities using the fair value method. In certain cases, the equity securities may not meet the criteria for RDFV, then the Company determines the fair value using Black-Scholes calculations with applicable assumptions.

The Company had ~~total~~ investments recorded using the cash method of ~~$60,000~~$35,000 as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020.
The Company had investments in equity securities using the fair value method of $547,010 and $588,637 as of March 31, 2021, and December 31, 2020, respectively.
2021 Acquisition –Box Pure Air, LLC
On February 26, 2021, the Company completed the acquisition of 51% of the membership interests in Box Pure Air, LLC. The purchase price consideration for this ownership interest was $500,000 paid with the issuance of 168,350 shares of common stock. The total value of common stock issued was allocated to goodwill pending further assessment and identification of acquired assets.
Total revenue of $151,668, net income of $54,991, and contributed net income of $28,045 after non-controlling interest related to Box Pure Air for the three months ended March 31, 2021 are included in the Company’s accompanying consolidated statement of operations.
2021 Acquisition –EnergyWyze, LLC
On January 26, 2021 the Company entered into a purchase agreement to acquire 100% ownership of EnergyWyze, LLC, a limited liability company. The purchase price consideration consisted of the following:
The Company paid $25,000.00 at closing and the remaining balance of $50,000.00 in the form of a 180-day Note (the “Seller Note”) to be retired in conjunction with any capital raise associated with the up listing of the Company’s common stock to a national exchange. The Seller Note would be extendable for a period of 90-days at the Company’s option, furthermore the note can be converted at any time into Common Stock during the initial 180-day period based on the 10 Day Volume Weighted Average Price (VWAP) of the Company’s common stock. These two components of the purchase price consideration were allocated to Goodwill pending further assessment and identification of acquired assets. The Company paid the $25,000 at the closing and recorded a Seller Note with a fair value of $50,000 as a short-term liability on the balance sheet as of March 31, 2021.
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The final component of the purchase price consideration consisted of the following:
$450,000.00 USD in Restricted Common Stock based on the 10 Day VWAP immediately preceding the closing date . Such shares are allocated equally, $150,000.00 USD each, between the principal members of Energy Wyze, and will vest over a three-year period. Each principal member must be employed on the vesting date to be awarded the equity award. The vesting schedule shall be as follows: $50,000.00 USD shall vest on July 1, 2021, and $100,000.00 USD, representing the remaining balance, shall be divided into ten equal amounts and will vest on quarterly basis over the next 10 quarters post the initial vesting period of July 1, 2021.
For this component of the acquisition, the Company determined the $450,000 payment represented compensation for post-acquisition services due to the vesting directly tied to the sellers’ employment by the Company. Further, the Company determined that it was “more-likely-than-not” the principal members would remain employed for the 36-month vesting period. The Company determined the fair value of the $450,000 using the Black-Scholes calculation method based on the following criteria:

March 31, 2021

Dividend yields

0 %
Exercise price based on 10-day VWAP for the common stock

$ 1.47

Volatility

136.8 %
Risk free rate

.018 %
Based on the Black-Scholes calculation, the purchase consideration price of $450,000 had a fair value of $339,599. The Company recorded the $450,000, net of the initial $110,401 discount as a purchase price liability with an offset to deferred compensation asset. The deferred compensation and the discount amount will be amortized to compensation expense over the 36 months consistent with the vesting schedule set forth in the acquisition agreement. The purchase price liability will be converted to common stock upon issuance of any vested shares.

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

On May 14, 2019, the Company, via the formation of ~~SDS,~~Direct Solar America, 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%)~~51% of the membership interests of ~~SDS.~~Direct Solar America. In connection with the acquisition of these assets the Company issued an aggregate of ~~156,058,751~~2,080,783 (post reverse) shares of common stock. The Company agreed that it shall reinvest into ~~SDS~~Direct Solar America its portion of distributions of Net Cash Flow (as defined in the Operating Agreement of ~~SDS)~~Direct Solar America), if any, up to ~~Two Hundred and Fifty Thousand ($250,000) Dollars~~$250,000 per quarter, up to a total of ~~Seven Hundred and Fifty Thousand ($750,000) Dollars. SDS has not made any distributions and no amounts have been reinvested as of March 31, 2020.~~$750,000.

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

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

Intangible assets

$ 72,600

Goodwill

1,893,740

Current assets

-

Current liabilities

-

Total net assets acquired

$ 1,966,340

The purchase price consists of the following:

Cash

-

Common Stock

1,966,340

Total purchase price

$ 1,966,340

Total revenue of ~~$1,038,363,~~$61,241, net loss of ~~$98,638,~~$273,359, and contributed net loss of ~~$50,305~~$139,413.09 after non-controlling interest related to ~~SDS~~Direct Solar America for the three months ended March 31, ~~2020~~2021 are included in the Company’s accompanying consolidated statement of operations.

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Goodwill and Intangible Assets

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

SDS

Balances at December 31, 2018:

$ -

Aggregate goodwill acquired

1,966,340

Impairment losses

-

Balances at December 31, 2019:

1,966,340

Aggregate goodwill acquired

-

Impairment losses

-

Balances at March 31, 2020:

$ 1,966,340

Direct Solar America

Balances at December 31, 2019:

1,966,340

Aggregate goodwill acquired

-

Impairment losses

-

Goodwill adjustment

(72,600 )
Balances at December 31, 2020:

$ 1,893,740

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, a goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.

The Company used the discounted cash flow method for the impairment testing as of March 31, 2021, and December 31, 2020. The Company performed discounted cash flow analysis projected over four years to estimate the fair value of the reporting unit, using management’s best judgement as to revenue growth rates and expense projections. This analysis indicated cash flows (and discounted cash flows) greater than the book value of goodwill. The Company determined there were no indicators of impairment in goodwill during the ~~three months~~period ended March 31, 2021, and the year ended December 31, 2020.

During the year ended December 31, 2020, the Company adjusted its goodwill to reflect its final valuation of its goodwill and intangible assets. The adjustment decreased goodwill and increased intangible assets by $72,600, with no effect on total purchase price. The gross intangible assets of $72,600 have an estimated useful life of three years, a net book value of $45,375 as of March 31, 2021 and $49,005 as of December 31, 2020, ~~is provisional pending the finalization of the fair valuation of acquired assets.~~
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~~Proforma Information (unaudited)~~
~~SDS~~
respectively. 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 informationamortization expense for the three months ended March 31, ~~2019 presented below is for illustrative purposes only~~2021, was $3,630 and ~~is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future:~~

Three Months
Ended
March 31,

2019

Net revenue

$ 682,717

Net loss

$ (1,274,224 )
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~~NOTE 4 -~~~~CONVERTIBLE NOTES PAYABLE~~
Convertible notes payable consisted of the following:

March 31,
2020

December 31,
2019

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 $444,500 of principal and accrued interest of this note into 105,875,646 shares of the Company’s common stock and was repaid $40,000 by the Company during the year ended December 31, 2019. Additionally, the investor converted a total of $78,420 of principal and accrued interest of this note into 32,034,513 shares of the Company’s common stock and was repaid $25,000 by the Company during the three months ended March 31, 2020, resulting in repayment in full by March 2020.

-

100,235

Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The UAHC Note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The UAHC Note is secured by substantially all assets of the Company. The investor converted a total of $125,000 of principal and accrued interest of this note into 29,543,067 shares of the Company’s common stock and was repaid $50,000 by the Company during the year ended December 31, 2019. This note is currently in default.

619,490

619,490

Convertible note payable to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees 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 $1,925,000 (including OID of $175,000) under this note during the year ended December 31, 2019. The Iliad Note is secured by substantially all assets of the Company.

2,495,000

2,495,000

Convertible note payable to investor (the “GSC Note”) dated March 11, 2020 totaling $320,500, plus OID of $30,000 and legal fees of $9,500. The GSC Note bears interest at 10% and matures on March 6, 2021. Total available under note is $1,440,000, including $120,000 OID (and $9,500 in legal fees taken on first $320,500 tranche). The GSC Note is convertible into shares of the Company’s common stock at any time at a discount of 25% of the lowest closing bid price of the Company’s common stock during the 10 trading days prior to conversion.

360,000

-

Total convertible notes payable

3,484,990

3,225,225

Less debt discounts

(1,480,337 )

(1,154,327 )
Convertible notes payable, net

2,004,653

2,070,898

Less current portion of convertible notes, net

(2,004,653 )

(2,070,898 )
Long-term convertible notes payable, net

$ -

$ -

~~Aggregate maturities of long-term debt as of March 31, 2020 are due in future years as follows:~~
2020

$ 2,004,653

$ 2,004,653

~~Total amortization of debt discounts was $448,290 and $73,394~~$23,595 for the ~~three months~~year ended ~~March 31, 2020 and 2019, respectively. Accrued interest on the above notes payable totaled $320,752 and $227,352 as of March 31, 2020 and~~ December 31, ~~2019, respectively. Interest expense for the above notes payable for the three months ended March 31, 2020 and 2019 was $96,585 and $74,194, respectively.~~2020.

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NOTE 4 -CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE
Convertible notes payable consisted of the following:

March 31,
2021

December 31,
2020

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 $37,767 of principal and accrued interest of this note into 37,767,405 shares of the Company’s common stock. This note was amended on October 12, 2020 whereby the maturity due date was extended to December 31, 2022 with monthly payments required commencing October 1, 2020. A final note settlement agreement was executed on January 27, 2021, whereby the Company issued 400,000 shares of common stock to repay the outstanding balance of principal plus accrued interest totaling $681,170. The Company recognized a loss on debt settlement of $35,830.

-

581,723

Convertible note payable to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees applied to the first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the year ended December 31, 2019. The investor converted a total of $458,360 of principal and accrued interest of this note into 214,880,617 shares of the Company’s common stock and was repaid $194,637 by the Company during the year ended December 31, 2020. The Iliad Note is secured by substantially all assets of the Company. This note was amended on October 12, 2020 whereby the maturity due date was extended to December 31, 2022 with monthly payments required commencing October 1, 2020. A final note settlement agreement was executed on January 27, 2021, whereby the Company issued 1,333,333 shares of common stock to repay the outstanding balance of principal plus accrued interest totaling $2,253,667. The Company recognized a loss on debt settlement of $136,333.

-

1,842,003

Convertible note payable with an accredited investor dated October 31, 2016, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default.

$ 10,500

$ 10,500

Total convertible notes payable

10,500

2,434,226

Less debt discounts

-

-

Convertible notes payable, net

10,500

2,434,226

Less current portion of convertible notes, net

(10,500 )

(2,434,226 )
Long-term convertible notes payable, net

$ -

$ -

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Interest expense for the above notes payable for the three months ended March 31, 2021 and 2020 was $17,744 and $96,585, respectively. Total amortization of debt discounts was $0 and $448,290 for the three months ended March 31, 2021 and 2020, respectively.
Short-term Notes Payable
In May 2020, the Company received total loan proceeds of $332,737 under the SBA’s Paycheck Protection Program (“PPP”) and is included in short-term notes payable as of March 31, 2021 and December 31, 2020. The two PPP loans include a promissory note with Direct Solar America with principal of $312,300, due May 7, 2022, and a promissory note with Singlepoint with principal of $20,437, due in 18 monthly installments beginning December 12, 2020. Both PPP loans bear interest at 1%. Under the PPP loan terms, the Company may apply (and plans to apply) for forgiveness of the PPP loans. On March 9, 2021, the Singlepoint note principal of $20,437 was forgiven.
Long-term Note Payable
In May 2020, the Company received loan proceeds of $150,000 under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL dated May 22, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $731 beginning May 1, 2021.
Acquisition of EnergyWyze - Consideration Payables
Related to the acquisition of EnergyWyze, the Company issued a non-interest bearing note in the amount of $50,000 (See Note 3). This note is recorded at face value, which is considered the fair value of this short-term note. As of March 31, 2021, the balance of this note is included in Short-term notes payable on the balance sheet.
Also related to the acquisition of EnergyWyze, the Company incurred a purchase consideration obligation of $450,000 with a fair value of $339,599 (See Note 3), of which $203,759 is included in Short-term notes payable and $135,840 is included in Long-term notes-payable.

NOTE 5 – OBLIGATIONS UNDER CAPITAL LEASE

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

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

The above leases are classified as capital leases under ASC 842 which the Company adopted in 2019. The following is a summary of property held under these capital leases at March 31, ~~2020~~2021, and December 31, ~~2019:~~2020:

March 31,

December 31,

March 31,

December 31,

2020

2019

2021

2020

Office and warehouse facilities

$ 224,037

$ 224,037

$ 224,037

$ 224,037

Accumulated amortization

(101,547 )

(87,106 )

(159,311 )

(144,870 )

Total

$ 122,490

$ 136,931

$ 64,726

$ 79,167

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Future maturities of obligations under capital leases are as follows:

Twelve months ending March 31,

2021

$ 72,359

2022

51,594

2023

37,575

Total minimum lease payments

161,528

Amounts representing interest

(17,787 )

$ 143,741

Twelve months ending December 31,

2021

$ 40,391

2022

45,020

2023

3,758

Total minimum lease payments

89,169

Amounts representing interest

(6,140 )

$ 83,029


NOTE 6 - ~~DERIVATIVE LIABILITY~~STOCKHOLDERS’ EQUITY

~~Derivative Liability- Debt~~
The fair value of the described embedded derivative on all convertible debt was valued at $4,098,210 and $2,813,150 at March 31, 2020 and December 31, 2019, respectively, which was determined using the Black Scholes Pricing Model with the following assumptions:
~~Dividend yields~~
0 %
~~Term~~
~~0 – 2.0 year~~
~~Volatility~~
~~79.7%–94.4.0~~
%
~~Risk free rate:~~
~~0.17–1.59~~
%
For the years ended March 31, 2020 and December 31, 2019, the Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $708,932 and $616,983 for the three months ended March 31, 2020 and 2019, respectively.
~~Note 2 contains a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2020.~~
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~~NOTE 7 -~~~~STOCKHOLDERS’ DEFICIT~~
On January 30, 2020, the Company amended its Articles of Incorporation and authorized 5,000,000,000 shares of common stock (previously 2,000,000,000 shares) and 100,000,000 shares of preferred stock (previously 60,000,000 shares), of which 60,000,000 shares are designated as Class A Convertible Preferred Stock and 40,000,000 shares of preferred stock remain undesignated. The Company has retroactively reflected this amendment as of December 31, 2019.
Class A Convertible Preferred Shares

As of March 31, ~~2020~~2021, and December 31, ~~2019,~~2020 the Company had authorized 100,000,000 shares ~~respectively,~~ of preferred stock, $0.0001 ~~per~~par value per share, of which 60,000,000 shares are designated as ~~Series~~Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which ~~54,200,000~~59,000,000 and 60,000,000 shares were issued and outstanding as of March 31, ~~2020~~2021, and December 31, ~~2019,~~2020, respectively. ~~As of March 31, 2020 and December 31, 2019, a total of 40,000,000 shares of preferred stock remain undesignated and unissued.~~

Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling ~~1,355,000,000~~1,475,000,000 and 1,500,000,000 shares of common stock assuming full conversion of all outstanding ~~shares.~~shares as of March 31, 2021 and December 31, 2020, respectively. 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.

~~Common Shares~~Class B Preferred Stock

As of March 31, 2021 and December 31, 2020, the Company had authorized 1,500 shares of Class B Preferred Stock, $.0001 par value per share, of which 408 shares were issued and outstanding.
Below is a summary description of the material rights, designations and preferences of the Class B Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).
The Company has the right to redeem the Class B Preferred Stock, in accordance with the following schedule:
i.
If all of the Class B Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends;
ii.
If all of the Class B Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and
iii.
If all of the Class B Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends.
iv.
The Company shall redeem the Class B Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation.
The Company shall pay a dividend of eight percent (8%) per annum on the Class B Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class B Preferred Stock calculated at the purchase price.
The Stated Value of the Class B Preferred Stock is $1,200 per share.
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Following any Event of Default (as defined in the Certificate of Designation), all outstanding shares of Class B Preferred Stock shall come immediately due for redemption and the redemption amount shall accrue interest at the lesser of (a) 18% per annum or (b) the maximum legal rate. Redemption following an Event of Default shall occur at an amount equaling: one hundred and thirty five percent (135%), multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation for all shares of Class B Preferred Stock.
The Class B Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).
Each share of the Class B Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share of Preferred Stock by $0.183.
From the date of issuance until the date when the Holder no longer holds any shares of Class B Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class B Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable in the aggregate discount to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder.
In addition to any adjustments pursuant to Section 7(a) above, if at any time the Company sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). Notwithstanding the foregoing, the holders of the Preferred Stock shall not be entitled to such rights relating to the spin-off of non-core assets of the Company, even if the holders of common stock of the Company are entitled to such dividend. Upon a Subsequent Financing, a Holder of at least one hundred (100) shares of Class B Preferred Stock (each such Holder, a “Significant Purchaser”) shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing.
If at any time on or after the issuance date of the Class B Preferred Stock, the Company proposes to file any Registration Statement with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition, then the Company shall offer to the Holders the opportunity to register the sale of such number of Preferred Stock as such Holders may request in writing.
The foregoing summary of terms is subject to, and qualified in its entirety, by the Certificate of Designation for the Class B Preferred Stock.
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Class C Preferred Stock
On January 28, 2021, the Company amended its Articles of Incorporation to designate 1,500 shares of undesignated preferred stock as Class C Preferred Stock, of which 760 shares were issued and outstanding as of March 31, 2021.
Below is a summary description of the material rights, designations and preferences of the Class C Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).
The Company has the right to redeem the Class C Preferred Stock, in accordance with the following schedule:
i.
If all of the Class C Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends;
ii.
If all of the Class C Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and
iii.
If all of the Class C Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends.
iv.
The Company shall redeem the Class C Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation.
The Company shall pay a dividend of three percent (3%) per annum on the Class C Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class C Preferred Stock calculated at the purchase price. The Stated Value of the Class C Preferred Stock is $1,200 per share.
The Class C Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).
Each share of the Class C Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the lesser of (i) (a) $1.22 (a fixed price equaling ninety percent (90%) of the average daily volume weighted average price (“VWAP”) for the Company’s common stock for the five (5) trading days preceding the execution of definitive agreements); and (b) where applicable, a fixed price equaling ninety percent (90%) of the average daily VWAP for the five (5) trading days following a reverse split..
From the date of issuance until the date when the Holder no longer holds any shares of Class C Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class C Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable in the aggregate discount to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder.
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If at any time the Company sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). Notwithstanding the foregoing, the holders of the Preferred Stock shall not be entitled to such rights relating to the spin-off of non-core assets of the Company, even if the holders of common stock of the Company are entitled to such dividend. Upon a Subsequent Financing, a Holder of at least one hundred (100) shares of Class C Preferred Stock shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.
If at any time on or after the issuance date of the Class C Preferred Stock, the Company proposes to file any Registration Statement with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition, then the Company shall offer to the Holders the opportunity to register the sale of such number of Preferred Stock as such Holders may request in writing.
The foregoing summary of terms is subject to, and qualified in its entirety, by the Certificate of Designation for the Class C Preferred Stock.
Class D Convertible Preferred Shares
On March 11, 2021, the Company amended its Articles of Incorporation to designate 2,000 shares of undesignated preferred stock as Class D preferred stock, of which 1,500 shares were issued and outstanding as of March 31 2021.
Below is a summary description of the material rights, designations and preferences of the Class D Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation).
The Company has the right to redeem the Class D Preferred Stock, in accordance with the following schedule:
i.
If all of the Class D Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends;
ii.
If all of the Class D Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and
iii.
If all of the Class D Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends.
iv.
The Company shall redeem the Class D Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation.
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The Company shall pay a dividend of three percent (3%) per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share.
The Class D Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).
Each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by $1.73.
From the date of issuance until the date when the Holder no longer holds any shares of Class D Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class D Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable in the aggregate discount to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder.
If at any time the Company sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). Notwithstanding the foregoing, the holders of the Preferred Stock shall not be entitled to such rights relating to the spin-off of non-core assets of the Company, even if the holders of common stock of the Company are entitled to such dividend. Upon a Subsequent Financing, a Holder of at least one hundred (100) shares of Class D Preferred Stock shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.
If at any time on or after the issuance date of the Class D Preferred Stock, the Company proposes to file any Registration Statement with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition, then the Company shall offer to the Holders the opportunity to register the sale of such number of Preferred Stock as such Holders may request in writing.
The foregoing summary of terms is subject to, and qualified in its entirety, by the Certificate of Designation for the Class D Preferred Stock.
As of March 31, 2021, and December 31, 2020, a total of 39,995,000 and 39,998,500 shares of preferred stock remain undesignated and unissued, respectively.
Common Stock
As of March 31, 2021, and December 31, 2020, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share (no effect from reverse stock split), with ~~1,745,314,333~~35,377,395 and ~~1,698,279,820~~33,075,711 shares issued and outstanding, ~~as of March 31, 2020 and December 31, 2019,~~ respectively.
~~Shares issued during the three months ended March 31, 2020~~
During the three months ended March 31, 2020, the Company issued an aggregate of 32,034,513 shares of common stock to an investor for the conversion of a total of $78,421 of convertible debt and accrued interest.
~~On January 13, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services with a fair value of $88,000, or $0.0088 per share.~~
~~On March 12, 2020, the Company issued 5,000,000 shares of common stock to a consultant for services with a fair value of $30,000, or $0.0060 per share.~~

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Equity Financing Agreement
On April 21, 2020, the Company entered an Equity Financing Agreement (the “Equity Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”). Pursuant to the Equity Financing Agreement GHS agreed to purchase up to $7,000,000 in shares of the Company’s common stock, from time to time over the course of twenty-four (24) months after effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of Common Stock (the “Contract Period”). The Registration Statement was declared effective on July 29, 2020 at which time the Company was authorized to direct GHS to purchase shares of Common Stock of the Company.
The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The purchase price of the shares of Common Stock contained in a Put shall be 80% percent of the lowest volume weighted average price (VWAP) of the Company’s Common Stock for ten (10) consecutive trading days preceding the Put. No Put will be made in an amount less than $25,000 or greater than $500,000. In no event is the Company entitled to make a Put or is Investor be entitled to purchase that number of shares of Common Stock of the Company, which when added to the sum of the number of shares of Common Stock beneficially owned, by GHS, would exceed 4.99% of the number of shares of Common Stock outstanding on such date.

Preferred Class C and D Stock Purchase Agreements.
On January 28, 2021, the Company entered into a purchase agreement with GHS whereby GHS agreed to purchase, in tranches, up to $1,000,000 in exchange for 1,010 shares of Class C preferred stock. GHS purchased 760 shares for $750,000 as of March 31, 2021.
On March 11, 2021, the Company entered into a purchase agreement with GHS whereby GHS agreed to purchase, in tranches, up to $2,000,000 in exchange for 2,000 shares of Class D preferred stock. ON March 11, 2021 GHS purchased 500 shares for $500,000. On March 19, 2021, GHS purchased the second tranche of 500 shares of Class D preferred stock for $500,000. On March 26, 2021 GHS purchased the third tranche of 500 shares of Class D preferred stock for $500,000. On April 1, 2021, GHS purchased the fourth tranche of 500 shares of Class D preferred stock for $500,000.
Shares issued during the three months ended March, 2021
On January 7, 2021, the Company issued 66,667 shares of common stock to consultants for services with a fair value of $18,000, or $0.27 per share.
On January 26, 2021, the Company issued a total of 1,733,333 shares of common stock to UAHC and Iliad related to the convertible debt settlement agreement (See Note 4).
On February 8, 2021, the Company issued 25,000,000 pre reverse (333,333 post reverse) shares of common stock to the CEO of the Company for the conversion of 1,000,000 shares of Class A stock.
On March 27, 2021, the Company issued 168,350 shares of common stock for the $500,000 purchase consideration for 51% ownership in Box Pure Air (See Note 3).
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NOTE 87 - RELATED PARTY TRANSACTIONS

Accrued Officer Compensation

As of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, a total of ~~$668,611 and $588,611, respectively,~~$1,005,230 was accrued for unpaid officer wages due the Company’s CEO, CFO and President under their respective employment agreements.

Other

The Company’s CEO has advanced the Company funds since 2017, with a balance due of ~~$960,700 and $735,000, respectively,~~$911,826 plus accrued interest of ~~$121,622~~$241,556 and ~~$96,273~~$216,807, as of March 31, ~~2020~~2021, and December 31, ~~2019,~~2020, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand. Total interest expense on the advances totaled ~~$25,349 and $8,568~~$24,749 for the three months ended March 31, ~~2020~~2021 and ~~2019, respectively.~~
~~As of March 31, 2020 and~~$216,807 for the year ended December 31, ~~2019, a total of $16,619, respectively, was due our CEO and our President and is included in accounts payable.~~
~~As of March 31, 2020 and December 31, 2019, a total of $16,322 and $15,222, respectively, was due to the founder of DIGS for advances to DIGS.~~
~~As of March 31, 2020 and December 31, 2019, a total of $0 and $2,892, respectively, was due the founder of DIGS and is included in accounts payable.~~
2020. In ~~March~~November 2020, the ~~board of directors authorized~~Company sold the ~~conversion of amounts payable to the Company’s officers to the Company’s~~CEO 1,075,527 common ~~stock. The amounts are convertible at the option of the officer at a conversion price of $0.01 per share. As of the date of this report, no officer has converted any monies owed into~~ shares of Jacksam with a fair value measured at $218,874 and was recorded as a reduction of debt related to advances from the ~~Company’s common stock.~~related party.

NOTE 98 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

In May 2018 the Company entered into an employment agreement with Mr. Greg Lambrecht. The agreement provided that Mr. Lambrecht would serve as CEO and CFO of the Company for a term of three years at an annual salary of ~~Two Hundred Twenty Thousand Dollars ($220,000),~~$220,000, and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. Greg Lambrecht resigned as CFO of the Company in January 2020. If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for Cause (as defined in the agreement), then the Company shall pay his Base Salary through the date of his termination and there shall be no further entitlement to any other compensation or benefits from the Company. If employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control (as defined in the agreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iv) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, (iv) pay expense reimbursement amounts through the date of termination. While the Company does not currently have a stock option plan, if one is created in the future and options are granted to Mr. Lambrecht, all such Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Lambrecht shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Lambrecht for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), and (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.
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In May 2018 the Company entered into an employment agreement with Mr. Ralston. The agreement provided that Mr. Ralston would serve as President of the Company for a term of three years at an annual salary of ~~One Hundred Thousand Dollars ($100,000),~~$100,000, and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for Cause (as defined in the agreement), then the Company shall pay his Base Salary through the date of his termination and there shall be no further entitlement to any other compensation or benefits from the Company. If employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control (as defined in the agreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iv) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, (iv) pay expense reimbursement amounts through the date of termination. While the Company does not currently have a stock option plan, if one is created in the future and granted to Mr. Ralston, all such Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Ralston shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Ralston for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), and (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.

In January 2020, the Company entered into an employment agreement with Corey Lambrecht to serve as the Chief Financial Officer of the Company effective January 1, 2020. The following is a summary of the material terms of the employment agreement (all capitalized terms not otherwise defined herein are defined in the employment agreement): term is for a period of one year; salary is ~~Eighty Thousand Dollars ($80,000.00)~~$80,000 per year; if employment is terminated as a result of his death or Disability, the Company shall pay the Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to $40,000 (at the time his Death or Disability occurs) within 30 days of his Death or Disability; If employment is terminated by the Board for Cause, then the Company shall pay the Base Salary and Bonus earned through the date of his termination; If employment is terminated upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Base Salary for a period of six (6) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iii) pay the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination.

Equity Incentive Plan

On January 30, 2020, the Company adopted the 2019 Equity Incentive Plan (the “Plan”) to provide additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. As of the date of this report the Company has not issued any awards under the Plan.

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Standard Eco LLC (“Standard Eco”)
On October 8, 2020 Direct Solar America and the principals of Standard Eco agreed to the following terms and conditions:
(i)
Direct Solar America and principles of Standard Eco agreed to form new joint venture entities, to assist with the build out of a national solar installation network; ownership of the new joint ventures will be 51% Direct Solar America and 49% Standard Eco; if it is required by a state and/or territory that a certain percentage of ownership of an entity is required to be held by a qualifying third-party, both parties shall agree to proportionally dilute by the respective amount of ownership necessary to fulfill that requirement with the understanding that in no case shall Direct Solar America’s ownership interest be dilutable to less than fifty one (51%) percent. Any ownership granted as a requirement for a Qualifying Party shall not have any profit distribution rights and shall be deemed “non voting” with the voting right proportionally distributed based upon the existing memberships ownership interests. Standard Eco shall be allowed to continue operations in all states and territories and shall not be bound to any non-compete language and/or restriction of services.
(ii)
All business initiated through the efforts of Direct Solar America shall be designated to run through the new solar installation entity.
As of March 31, 2021, no new additional joint ventures entities were established pursuant to the agreement and there were no financial obligations owed to Standard Eco based on certain threshold criteria.

NOTE 109 - REVENUE CLASSES AND CONCENTRATIONS

Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows:

Three Months
Ended
March 31,

Three Months
Ended
March 31,

2020

2019

Retail

$ 11,315

$ 41,971

Distribution

13,903

-

Services

1,050,004

220,919

Total

$ 1,075,222

$ 262,890

Three Months
Ended
March 31,

Three Months
Ended
March 31,

2021

2020

Revenue by product/service lines:

Retail

$ 166,875

$ 11,315

Distribution

397

13,903

Services

71,741

1,050,004

Total

$ 239,013

$ 1,075,222

Revenue by subsidiary:

Singlepoint (parent company)

$ 7,948

$ 25,781

Direct Solar America

61,241

1,038,163

DIGS

7,656

11,278

EnergyWyze

10,500

-

Box Pure Aire

151,668

-

Total

$ 239,013

$ 1,075,222

~~Three~~No customers represented approximately 61%, 19% and 12%, respectively, of the Company’s accounts receivable balance as of March 31, 2020. Two customers represented approximately 70% and 17%, respectively, of the Company’s accounts receivable balance as of December 31, 2019. No customer comprised ~~more than~~ 10% or greater of the Company’s revenue for the three months ended March 31, ~~2020~~2021 or ~~2019.~~
~~NOTE 11 - SUBSEQUENT EVENTS~~
~~In April 2020, the Company issued 17,755,682 shares of common stock to an investor for the conversion of $50,000 of convertible debt.~~
~~In April 2020, the President converted 1,600,000 shares of Class A stock for 40,000,0000 shares of the Company’s common stock.~~2020.

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NOTE 10 - SUBSEQUENT EVENTS
In April 2021, the Company issued 1,744,343 shares of common stock to sharesholders in connection with the reverse split to round up shares to the nearest round lot. This represented all beneficial owners registered and in street position with CEDE and Co.
On April 7, 2021, we completed the spin-off of 1606 Corp. whereby each holder of common stock and Class A Preferred Stock of the Company received one share of unregistered and restricted common stock and Class A Preferred Stock of 1606 Corp. for each such share owned of the Company.
On April 26, 2021, the Company completed a debt reduction through the sale of Jacksam Corporation owned by the Company with Greg Lambrecht, CEO, resulting in the decrease of $547,010.37 in current liabilities. No gain or losses were incurred with this debt settlement.
On May 4, 2021, the Company's CEO converted 15,000 shares of the Company's Class A Stock into 375,000 shares of the Company's common stock.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

~~Singlepoint Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is~~We are a ~~technology~~company focused on providing renewable energy solutions and ~~acquisition company with a focus on acquiring companies that will benefit from the injection of growth capital~~energy-efficient applications to drive better health and ~~technology integration. Our portfolio companies include~~living. We currently have core subsidiaries including solar ~~installation, mobile payments, ancillary cannabis services~~ and ~~blockchain solutions.~~air purification. We built our portfolio ~~by acquiring an interest in undervalued companies, thereby providing~~through synergistic acquisitions, products, and partnerships to provide a rich, diversified holding base. The Company’s initial focus is on solar energy and we are committed to building a foundation for future expansion opportunities and building brands based on technology solutions we believe will increase efficiencies across various markets. We ~~acquire~~strive to create long-term value for our shareholders by helping our partner companies to increase their market penetration, grow revenue and ~~work with key company management~~improve cash flow. We intend to ~~grow successful candidate companies.~~spin-off additional assets or non-core subsidiaries in the future.

Plan of Operation

~~Our~~We are a company whose core subsidiaries include solar. We built our portfolio by acquiring undervalued companies, ~~include solar installations, mobile payments, ancillary cannabis services~~providing a rich, diversified holding base. The Company looks to acquire businesses and ~~blockchain solutions.~~build brands based on technology solutions we believe will increase efficiencies across various markets. We ~~have developed and released applications mainly~~intend to spin-off additional assets or non-core subsidiaries 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.future.

Critical Accounting Policies

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the period ended March 31, ~~2020.~~2021.

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 March 31, ~~2020.~~2021.

Results of Operations

Financial Condition and Changes in Financial Condition

Overall Operating Results:
Comparison of the Three Months Ended March 31, ~~2020~~2021 with the Three Months Ended March 31, ~~2019~~2020
Revenue.For the three months ended March 31, ~~2020,~~2021, we generated revenues of ~~$1,075,222~~$239,013 as compared to ~~$262,890~~$1,075,222 for the three months ended March 31, ~~2019.~~2020. The ~~increase~~decrease of revenue was due primarily to the ~~integration~~seasonality of ~~our SDS subsidiary acquired in May~~solar installs and the implementation of ~~2019.~~the new post pandemic business model.

Cost of Revenues. For the three months ended March 31, ~~2020~~2021 cost of revenue ~~increased~~decreased to ~~$765,608~~$304,739 from ~~$187,261~~$765,608 for the three months ended March 31, ~~2019.~~2020. The ~~increase~~decrease was mainly due to ~~the integration of our SDS subsidiary acquired in May of 2019.~~decreased expenses incurred with business operations.

Consulting fees. For the three months ended March 31, ~~2020,~~2021, consulting fees ~~increased~~decreased to ~~$137,016~~$60,331 from ~~$67,442~~$137,016 for the three months ended March 31, ~~2019,~~2020, primarily due to reduced utilization of consultants during the ~~issuance~~three months ended March 31, 2021.
Investor Relations. For the three months ended March 31, 2021, investor relations expense increased to $167,355 from $43,784 for the three months ended March 31, 2020, primarily as a result of ~~stock issued~~the addition of a strategic IR Firm and increased expenses of conferences during the three months ended March 31, 2021.
General and Administrative Expenses. Our general and administrative expenses increased to $697,450 for ~~services of $118,000 during~~the three months ended March 31, 2021 from $690,972 for the three months ended March 31, 2020.

~~Investor Relations.~~Other Income (Expense). For the three months ended March 31, ~~2020, investor relations~~2021, other expense ~~decreased~~was ($248,720), compared to ~~$43,784 from $112,439~~other expense of ($1,242,664) for the three months ended March 31, ~~2019,~~2020. The decrease in other expense was primarily ~~as a result~~due to reduction of ~~decreased use~~interest, amortization of ~~investor relations services.~~debt discounts and change in fair value of derivative liabilities.

~~General and Administrative Expenses~~Net Income (Loss).~~. Our general and administrative expenses increased~~The Company’s net loss attributable to ~~$690,972~~Singlepoint Inc stockholders was ($1,141,731) compared to net loss of ($1,879,279) for the three months ended March 31, ~~2020 from $295,025 for the three months ended March 31, 2019. The increase was primarily a result of the integration of our SDS subsidiary acquired in May of 2019.~~
~~Other Income (Expense).~~
For the three months ended March 31, 2020, other expense was $1,325,816, compared to other expense of $763,571 for the three months ended March 31, 2019. The increase in other expense was primarily due an increase in interest expense2021 and ~~amortization of debt discounts as a result of an increase in convertible notes payable.~~
~~Net Loss~~~~. The Company’s net loss attributable to Singlepoint stockholders was $1,920,431 compared to $1,267,353 for the three months ended March 31,~~ 2020 ~~and 2019,~~ respectively. The ~~increase~~decrease in net loss was mainly due to ~~an increase~~the decrease in general and administrative expenses as a result of the integration of our SDS subsidiary acquired in May of 2019, as well as an increase in interest and amortization expense as a result of increased notes payable.expenses.

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Liquidity and Capital Resources

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

The Company had ~~$222,579~~$1,691,686 in cash as of March 31, ~~2020.~~2021. The ~~Company~~company has ~~negative working capital~~total stockholders’ equity of approximately ~~$8 million, and total stockholders’ deficit of approximately $6 million~~$1,325,685 as of March 31, ~~2020.~~2021. As of March 31, ~~2020,~~2021, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

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

Operating Activities

Cash ~~flow~~ used in operating activities – Net cash used in operating activities was ~~$395,971~~$997,882 for the three months ended March 31, ~~2020~~2021 primarily as a result of our net loss attributable to Singlepoint Inc stockholders of ~~$1,837,279,~~$1,141,731 and changes in inventory of ($220,858), offset partially ~~offset~~ by ~~non-cash debt discount amortization expense of $448,290, shares of common stock issued for services of $118,000, a non-cash loss of $708,932 related to~~ loss on debt settlement of $151,727 due to primarily due to settlement of outstanding convertible debt, and a change in ~~fair value~~accounts payable of ~~derivatives and an increase~~$407,463 due to general operating activities.
Investing Activities
Cash flow from in ~~accrued expenses of $201,933. Net cash used in operating~~investing activities ~~for~~ –During the three months ended March 31, ~~2019 was $458,977, primarily as a result~~2021 the Company had $25,000 used for investing activities, the acquisition of our net loss attributable to Singlepoint shareholders of $1,267,353, partially offset by non-cash debt discount amortization expense of $73,394, loss on change in fair value of derivatives of $616,983, and an increase in accrued expenses of $168,622.
~~Investing Activities~~Energy Wyze.

~~Cash flow used in investing activities –~~ ~~There was no cash used or provided by investing activities for the three months ended March 31, 2020 or 2019.~~
Financing Activities

Cash flow from financing activities – During the three months ended March 31, ~~2020,~~2021, our financing activities provided cash of ~~$508,422~~$2,516,095 primarily from proceeds from ~~advances from related party~~the sale of ~~$226,800~~Class C Preferred Stock of $760,000 and ~~proceeds from the issuance~~Class D Preferred Stock of convertible notes of $320,500. During the three months ended March 31, 2019, our financing activities provided cash of $773,445 from proceeds from advances from related party of $23,445 and proceeds from the issuance of convertible notes of $750,000. $1,500,000.

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Off Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recent Accounting Pronouncements

During the three months ended March 31, ~~2020,~~2021, 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 March 31, ~~2020.~~2021. 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 March 31, ~~2020~~2021 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

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

1)
lack of a functioning audit committee 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~~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 March 31, ~~2020,~~2021, 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.

2331
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 March 31, ~~2020,~~2021, the following unregistered sales of equity securities and use of proceeds occurred:
On January 7, 2021, the Company issued ~~an aggregate of 32,034,513~~66,667* shares of common stock to ~~an investor~~consultants for services with a fair value of $18,000, or $0.27 per share.
On January 26, 2021, the Company issued a total of 1,733,333* shares of common stock to UAHC and Iliad related to the convertible debt settlement agreement (See Note 4 contained in the financial statements).
On February 8, 2021, the Company issued 333,333* post reverse shares of common stock to the CEO of the Company for the conversion of ~~a total~~1,000,000 shares of ~~$78,421~~Class A preferred stock.
On March 27, 2021, the Company issued 168,350 shares of ~~convertible debt and accrued interest.~~common stock for the $500,000 purchase price for 51% ownership in Box Pure Air (See Note 3 contained in the financial statements).
*represents post-split number

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.

2432
Table of Contents

Item 6. Exhibits

Exhibit
~~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.

2533
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: May ~~20, 2020~~17, 2021
By:
/s/ Gregory P. Lambrecht

Gregory P. Lambrecht

Chief Executive Officer, Director

2634

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31, 2020			December 31, 2019

ASSETS
CURRENT ASSETS:
Cash	$	222,579		$	110,128
Accounts receivable		19,719			49,228
Prepaid expenses		24,878			24,427
Inventory		68,439			74,663

Total Current Assets		335,615			258,446

NON-CURRENT ASSETS:
Property, net (Note 5)		122,490			136,931
Investment, at cost (Note 3)		60,000			60,000
Goodwill (Note 3)		1,966,340			1,966,340

Total Assets	$	2,484,445		$	2,421,717

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
CURRENT LIABILITIES:
Accounts payable, including related party (Note 8)	$	166,618		$	167,939
Accrued expenses, including accrued officer salaries (Note 8)		1,089,817			843,136
Current portion of convertible notes payable, net of debt discount (Note 4)		2,004,653			2,070,898
Capital lease obligations, current portion (Note 5)		60,712			58,738
Advances from related party (Note 8)		1,098,644			878,515
Derivative liability		4,098,210			2,813,150

Total Current Liabilities		8,518,654			6,832,376

LONG-TERM LIABILITIES:
Capital lease obligations, net of current portion (Note 5)		83,029			98,881

Total Liabilities		8,601,683			6,931,257

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' DEFICIT
Undesignated preferred stock, par value $0.0001; 40,000,000 shares authorized; no shares issued and outstanding		-			-

Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 54,200,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019		5,420			5,420

Common stock, par value $0.0001; 5,000,000,000 shares authorized; 1,745,314,333 and 1,698,279,820 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		174,531			169,828

Additional paid-in capital		72,560,784			72,210,393
Accumulated deficit		(78,672,601	)		(76,752,170	)
Total Singlepoint, Inc. stockholders' deficit		(5,931,866	)		(4,366,529	)
Non-controlling interest		(185,372	)		(143,011	)
Total Stockholders' Deficit		(6,117,238	)		(4,509,540	)

Total Liabilities and Stockholders' Deficit	$	2,484,445		$	2,421,717

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 Three Months Ended March 31, 2020 and the Year Ended December 31, 2019
(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								26,983,333		2,698		371,352									374,050
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								135,418,713		13,542		555,958									569,500
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												1,506,513									1,506,513
Disposal of subsidiary															-			109,153			109,153

Net loss															(7,905,732	)		(163,001	)		(8,068,733	)

Balance, December 31, 2019		54,200,000		$	5,420			1,698,279,820	$	169,828	$	72,210,393		$	(76,752,170	)	$	(143,011	)	$	(4,509,540	)

Issuance of common shares for services								15,000,000		1,500		116,500									118,000
Issuance of common shares for principal and accrued interest on convertible notes								32,034,513		3,203		75,218									78,421
Settlement of derivative liability due to debt conversion												158,673									158,673

Net income (loss)															(1,920,431	)		(42,361	)		(1,962,792	)

Balance, March 31, 2020		54,200,000		$	5,420			1,745,314,333	$	174,531	$	72,560,784		$	(78,672,601	)	$	(185,372	)	$	(6,117,238	)

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 Three Months Ended March 31, 2019
(Unaudited)



	Preferred Stock Par Value $0.0001						Common Stock Par Value $0.0001				Additional						Non-			Total
	Number of Shares			Amount			Number of Shares		Amount		paid-in Capital			Accumulated Deficit			controlling Interest			Stockholders' Deficit


Balance, December 31, 2018		50,950,000		$	5,095			1,236,319,023	$	123,632	$	63,940,510		$	(68,846,438	)	$	(89,163	)	$	(4,866,364	)

Issuance of common shares for services previously accrued								8,000,000		800		799,200									800,000
Issuance of common shares for principal and accrued interest on convertible notes								44,531,249		4,453		195,046									199,499
Conversion of preferred shares		(1,750,000	)		(175	)		10,500,000		1,050		(875	)								-
Settlement of derivative liability due to debt conversion												682,481									682,481

Net loss															(1,267,353	)		662			(1,266,691	)

Balance, March 31, 2019		49,200,000		$	4,920			1,299,350,272	$	129,935	$	65,616,362		$	(70,113,791	)	$	(88,501	)	$	(4,451,075	)

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

	Three Months Ended		Three Months Ended
	March 31,		March 31,
	2020		2019

Series A Preferred Stock		1,355,000,000		1,230,000,000
Convertible notes		1,396,084,483		229,585,686
Warrants		10,000,000		10,000,000
Potentially dilutive securities		2,761,084,483		1,469,585,686

	Three Months		Three Months
	Ended		Ended
	March 31, 2021		March 31, 2020

Series A Preferred Stock		1,475,000,000		1,355,000,000
Series B Preferred Stock		2,675,410		-
Series C Preferred Stock		747,540		-
Series D Preferred Stock		1,395,349		-
Convertible notes		20,000		18,614,460
Warrants		10,000,000		10,000,000
Potentially dilutive securities		1,489,838,299		1,383,614,460

	Level 1		Level 2		Level 3		Total

Fair value of convertible notes derivative liability – March 31, 2020	$	–	$	–	$	4,098,210	$	4,098,210

	Derivative Liability
Balance, December 31, 2019		2,813,150
Additions recognized as debt discount		734,801
Derivative liability settlements		(158,673	)
Mark-to-market at March 31, 2020		708,932
Balance, March 31, 2020	$	4,098,210

Net loss for the year included in earnings relating to the liabilities held at March 31, 2020	$	708,932

	March 31, 2021
Dividend yields		0	%
Exercise price based on 10-day VWAP for the common stock	$	1.47
Volatility		136.8	%
Risk free rate		.018	%

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

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

	SDS
Balances at December 31, 2018:	$	-
Aggregate goodwill acquired		1,966,340
Impairment losses		-
Balances at December 31, 2019:		1,966,340
Aggregate goodwill acquired		-
Impairment losses		-
Balances at March 31, 2020:	$	1,966,340

	Direct Solar America
Balances at December 31, 2019:		1,966,340
Aggregate goodwill acquired		-
Impairment losses		-
Goodwill adjustment		(72,600	)
Balances at December 31, 2020:	$	1,893,740

	Three Months Ended March 31,
	2019
Net revenue	$	682,717
Net loss	$	(1,274,224	)

Convertible notes payable consisted of the following:

	March 31, 2020			December 31, 2019

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 $444,500 of principal and accrued interest of this note into 105,875,646 shares of the Company’s common stock and was repaid $40,000 by the Company during the year ended December 31, 2019. Additionally, the investor converted a total of $78,420 of principal and accrued interest of this note into 32,034,513 shares of the Company’s common stock and was repaid $25,000 by the Company during the three months ended March 31, 2020, resulting in repayment in full by March 2020.		-			100,235

Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The UAHC Note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The UAHC Note is secured by substantially all assets of the Company. The investor converted a total of $125,000 of principal and accrued interest of this note into 29,543,067 shares of the Company’s common stock and was repaid $50,000 by the Company during the year ended December 31, 2019. This note is currently in default.		619,490			619,490

Convertible note payable to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees 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 $1,925,000 (including OID of $175,000) under this note during the year ended December 31, 2019. The Iliad Note is secured by substantially all assets of the Company.		2,495,000			2,495,000

Convertible note payable to investor (the “GSC Note”) dated March 11, 2020 totaling $320,500, plus OID of $30,000 and legal fees of $9,500. The GSC Note bears interest at 10% and matures on March 6, 2021. Total available under note is $1,440,000, including $120,000 OID (and $9,500 in legal fees taken on first $320,500 tranche). The GSC Note is convertible into shares of the Company’s common stock at any time at a discount of 25% of the lowest closing bid price of the Company’s common stock during the 10 trading days prior to conversion.		360,000			-

Total convertible notes payable		3,484,990			3,225,225
Less debt discounts		(1,480,337	)		(1,154,327	)
Convertible notes payable, net		2,004,653			2,070,898
Less current portion of convertible notes, net		(2,004,653	)		(2,070,898	)
Long-term convertible notes payable, net	$	-		$	-

	March 31,			December 31,			March 31,			December 31,
	2020			2019			2021			2020

Office and warehouse facilities	$	224,037		$	224,037		$	224,037		$	224,037
Accumulated amortization		(101,547	)		(87,106	)		(159,311	)		(144,870	)

Total	$	122,490		$	136,931		$	64,726		$	79,167

Twelve months ending March 31,
2021	$	72,359
2022		51,594
2023		37,575

Total minimum lease payments		161,528
Amounts representing interest		(17,787	)
	$	143,741

Twelve months ending December 31,
2021	$	40,391
2022		45,020
2023		3,758

Total minimum lease payments		89,169
Amounts representing interest		(6,140	)
	$	83,029

~~Dividend yields~~		0	%
~~Term~~	~~0 – 2.0 year~~
~~Volatility~~	~~79.7%–94.4.0~~		%
~~Risk free rate:~~	~~0.17–1.59~~		%

	i.	If all of the Class B Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends;

	ii.	If all of the Class B Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and

	iii.	If all of the Class B Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends.

	iv.	The Company shall redeem the Class B Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation.

	i.	If all of the Class C Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends;

	ii.	If all of the Class C Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and

	iii.	If all of the Class C Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends.

	iv.	The Company shall redeem the Class C Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation.

	i.	If all of the Class D Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends;

	ii.	If all of the Class D Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and
	iii.	If all of the Class D Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends.

	iv.	The Company shall redeem the Class D Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation.

	(i)	Direct Solar America and principles of Standard Eco agreed to form new joint venture entities, to assist with the build out of a national solar installation network; ownership of the new joint ventures will be 51% Direct Solar America and 49% Standard Eco; if it is required by a state and/or territory that a certain percentage of ownership of an entity is required to be held by a qualifying third-party, both parties shall agree to proportionally dilute by the respective amount of ownership necessary to fulfill that requirement with the understanding that in no case shall Direct Solar America’s ownership interest be dilutable to less than fifty one (51%) percent. Any ownership granted as a requirement for a Qualifying Party shall not have any profit distribution rights and shall be deemed “non voting” with the voting right proportionally distributed based upon the existing memberships ownership interests. Standard Eco shall be allowed to continue operations in all states and territories and shall not be bound to any non-compete language and/or restriction of services.

	(ii)	All business initiated through the efforts of Direct Solar America shall be designated to run through the new solar installation entity.

	1)	lack of a functioning audit committee 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~~objectives.

Exhibit
~~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

	SINGLEPOINT INC.

Dated: May ~~20, 2020~~17, 2021	By:	/s/ Gregory P. Lambrecht
		Gregory P. Lambrecht
		Chief Executive Officer, Director