Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Entity Registrant Name | SINGLEPOINT INC. |
Entity Central Index Key | 0001443611 |
Document Type | S-1 |
Amendment Flag | true |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 26-1240905 |
Entity Address Address Line 1 | 3104 E Camelback Rd #2137 |
Entity Address City Or Town | Phoenix |
Entity Address State Or Province | AZ |
Entity Address Postal Zip Code | 85016 |
City Area Code | 888 |
Amendment Description | This Amendment No. 1 to Post-Effective Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 constitutes an amendment to the Post-Effective Amendment No. 2 (the “Previous Amendment”) to our registration statement on Form S-1 (File No. 333-269516) (the “Registration Statement”), which was declared effective, as amended, by the Securities and Exchange Commission (the “SEC”) on September 26, 2023. The Previous Amendment was filed with the SEC on January 24, 2024 to incorporate certain information by reference. The Amendment is being filed to include the information that was incorporated by reference in the Previous Amendment. The Registrant is filing this Amendment to (i) update the contents of the prospectus contained in the Registration Statement pursuant to Section 10(a)(3) of the Securities Act in respect of the continuous offering pursuant to Rule 415 of the shares of common stock described above and (ii) incorporate certain information from the Company’s Quarterly Reports on Form 10-Q for the quarter ended September 30, 2023 that was filed with the SEC on November 14, 2023. As of February 12, 2024, 1,093 shares of common stock, as adjusted for the reverse stock splits described in the prospectus, have been sold pursuant to the effective Registration Statement for an aggregate amount of approximately $278,522. |
Local Phone Number | 682-7464 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | |||
Cash | $ 438,221 | $ 564,242 | $ 191,485 |
Accounts receivable, net | 2,248,575 | 3,034,070 | 90,763 |
Prepaid expenses | 182,998 | 261,622 | 40,847 |
Inventory, net | 2,989,596 | 2,481,384 | 70,250 |
Contract assets | 1,200,273 | 404,849 | 0 |
Notes receivable from related party | 279,956 | 220,456 | 63,456 |
Current portion of deferred compensation, net of discount | 0 | 60,373 | |
Total Current Assets | 7,339,619 | 6,966,623 | 517,174 |
NON-CURRENT ASSETS: | |||
Property, net | 245,803 | 232,873 | 54,105 |
Right of use asset | 1,387,754 | 1,295,690 | 0 |
Investment, at fair value | 134,376 | 134,376 | 0 |
Intangible assets, net | 2,987,906 | 3,291,242 | 34,485 |
Goodwill | 7,199,567 | 7,199,567 | 1,702,119 |
Deferred compensation, net of current portion | 0 | 60,374 | |
Total Assets | 19,295,025 | 19,120,371 | 2,368,257 |
CURRENT LIABILITIES: | |||
Accounts payable | 4,309,761 | 4,797,456 | 231,816 |
Accrued expenses, including accrued officer salaries | 4,129,042 | 1,479,656 | 512,214 |
Current portion of convertible notes payable, net of debt discount | 7,404,120 | 6,748,396 | 10,500 |
Unearned revenue | 6,217,560 | 4,927,240 | 0 |
Lease liability, current portion | 323,319 | 272,575 | 42,164 |
Advances from related party | 907,798 | 657,404 | 415,068 |
Accrued preferred share dividends | 427,660 | 224,760 | 0 |
Current portion of notes payable, net of debt discount | 2,660,116 | 2,464,823 | 1,020,350 |
Total Current Liabilities | 26,379,376 | 21,572,310 | 2,232,112 |
LONG-TERM LIABILITIES: | |||
Convertible notes payable, net of current portion | 575,223 | 840,474 | 0 |
Lease liability, net of current portion | 1,064,436 | 1,039,207 | 5,353 |
Advances from related party, net of current portion | 0 | 400,897 | 602,363 |
Long-term notes payable, net of debt discount | 351,896 | 145,357 | 767,160 |
Total Liabilities | 28,370,931 | 23,998,245 | 3,606,988 |
STOCKHOLDERS' DEFICIT | |||
Common stock, par value $0.0001; 5,000,000,000 shares authorized; 7,348,702 and 285,320 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | 734 | 29 | 5,879 |
Additional paid-in capital | 86,977,874 | 85,908,699 | 85,853,388 |
Accumulated deficit | (100,236,691) | (95,236,339) | (86,158,902) |
Total Singlepoint Inc. stockholders' equity (deficit) | (13,258,083) | (9,320,038) | (294,000) |
Non-controlling interest | (111,603) | 212,164 | (944,731) |
Total Stockholders' Deficit | (13,369,686) | (9,107,874) | (3,638,731) |
Total Liabilities, Mezzanine, and Stockholders' Deficit | 19,295,025 | 19,120,371 | 2,368,257 |
Class A Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock, value | 0 | 7,573 | 5,635 |
Class B Convertible Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock, value | 0 | 0 | 0 |
Class C Convertible Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock, value | 0 | 0 | 0 |
Class D Convertible Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock, value | 1,980,000 | 2,400,000 | 0 |
Class E Convertible Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock, value | $ 2,313,780 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 |
Common stock, Shares issued | 7,348,702 | 114,127,911 | 58,785,924 |
Common stock, Shares outstanding | 114,127,911 | 58,785,924 | |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 | |
Class B Convertible Preferred Stock | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,500 | 1,500 | 1,500 |
Preferred stock, Shares Issued | 0 | 0 | 48 |
Preferred stock, Shares outstanding | 0 | 0 | 48 |
Class C Convertible Preferred Stock | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,500 | 1,500 | 1,500 |
Preferred stock, Shares Issued | 0 | 19 | 760 |
Preferred stock, Shares outstanding | 0 | 19 | 760 |
Class D Convertible Preferred Stock | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 2,000 | 2,000 | 2,000 |
Preferred stock, Shares Issued | 1,650 | 2,000 | 2,000 |
Preferred stock, Shares outstanding | 1,650 | 2,000 | 2,000 |
Class E Convertible Preferred Stock | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 5,000 | 2,500 | 2,500 |
Preferred stock, Shares Issued | 2,436 | 1,920 | 0 |
Preferred stock, Shares outstanding | 2,436 | 1,920 | 0 |
Undesignated Preferred Stock [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 19,990,000 | 19,992,500 | 39,995,000 |
Class A Convertible Preferred Stock [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 80,000,000 | 80,000,000 | 80,000,000 |
Preferred stock, Shares Issued | 0 | 75,725,981 | 56,353,015 |
Preferred stock, Shares outstanding | 0 | 75,725,981 | 56,353,015 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||||
REVENUE | $ 6,914,934 | $ 6,589,227 | $ 20,783,784 | $ 12,675,450 | $ 21,786,149 | $ 808,902 |
Cost of revenue | 4,847,499 | 4,263,378 | 14,362,913 | 8,837,735 | 15,461,282 | 736,746 |
Gross profit | 2,067,435 | 2,325,849 | 6,420,871 | 3,837,715 | 6,324,867 | 72,156 |
Selling, general and administrative expense ("SG&A") | 3,175,559 | 3,689,463 | 9,881,689 | 9,831,209 | 13,109,333 | 5,006,718 |
LOSS FROM OPERATIONS | (1,108,124) | (1,363,614) | (3,460,818) | (5,993,494) | (6,784,466) | (4,934,562) |
OTHER INCOME (EXPENSE): | ||||||
Interest expense | (370,398) | (54,069) | (1,169,096) | (173,037) | (234,169) | (152,678) |
Amortization of debt discounts | (93,477) | (454,808) | (398,669) | (803,261) | (1,376,934) | (16,772) |
Impairment of Goodwill | (1,315,973) | (680,772) | ||||
Other income | 216,299 | 197,502 | 259,939 | 344,541 | 384,008 | 0 |
Gain loss on settlement of debt | 0 | 0 | (352,576) | 0 | 125,001 | 513,909 |
Warrant expense | 0 | (416,445) | ||||
Gain (loss) on change in fair value of derivative liability and equity securities | 0 | (76,627) | ||||
Other expense, net | (247,576) | (311,375) | (1,660,402) | (631,757) | (2,418,067) | (829,385) |
LOSS BEFORE INCOME TAXES | (1,355,700) | (1,674,989) | (5,121,220) | (6,625,251) | (9,202,533) | (5,763,947) |
Income taxes | 0 | 0 | 0 | 0 | 0 | 0 |
NET LOSS | (1,355,700) | (1,674,989) | (5,121,220) | (6,625,251) | (9,202,533) | (5,763,947) |
Loss attributable to non-controlling interests | 84,840 | 70,141 | 323,767 | 271,330 | 349,856 | 390,932 |
NET LOSS ATTRIBUTABLE TO SINGLEPOINT INC. | (1,270,860) | (1,604,848) | $ (4,797,453) | (6,353,921) | $ (8,852,677) | $ (5,373,015) |
Deemed dividends - Series A Preferred shares | 10,568,730 | |||||
NET INCOME (LOSS) AVAILABLE FOR COMMON STOCKHOLDERS | $ (1,270,860) | $ (1,604,848) | $ 5,771,277 | $ (6,353,921) | ||
Income (loss) per share available to common stockholders - basic | $ (0.21) | $ (7.04) | $ 1.72 | $ (30.78) | ||
Income (loss) per share available to common stockholders - diluted | $ (0.21) | $ (7.04) | $ 0.66 | $ (30.78) | ||
Weighted average shares outstanding - basic | 6,106,457 | 227,829 | 3,357,450 | 206,404 | ||
Weighted average shares outstanding - diluted | 6,106,457 | 227,829 | 8,784,736 | 206,404 | ||
Net income (loss) per share - basic and diluted | $ (0.10) | $ (0.12) | ||||
Weighted average number of common shares outstanding - basic and diluted | 89,429,042 | 43,847,537 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Securities Purchase Agreement [Member] | Preferred Stock Class A | Class B Preferred Stock | Class C Preferred Stock | Class D Preferred Stock | Class E Preferred Stock | Preferred Stock Class B | Preferred Stock Class C | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Balance, shares at Dec. 31, 2020 | 60,000,000 | 408 | 33,075,711 | ||||||||||
Balance, amount at Dec. 31, 2020 | $ (3,198,176) | $ 6,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,308 | $ 78,132,202 | $ (80,785,887) | $ (553,799) | |||
Conversion of preferred shares, shares | (3,646,985) | (360) | 10,913,576 | ||||||||||
Conversion of preferred shares, amount | 282 | $ (365) | $ 0 | $ 1,091 | (444) | ||||||||
Issuance of common shares for services, shares | 335,106 | ||||||||||||
Issuance of common shares for services, amount | 95,008 | $ 34 | 94,974 | ||||||||||
Issuance of common shares for services previously accrued, shares | 87,776 | ||||||||||||
Issuance of common shares for services previously accrued, amount | 51,275 | $ 9 | 51,266 | ||||||||||
Issuance of common shares for cash, shares | 4,210,577 | ||||||||||||
Issuance of common shares for cash, amount | 540,899 | 0 | $ 421 | 540,478 | |||||||||
Issuance of common shares for acquisition, shares | 168,350 | ||||||||||||
Issuance of common shares for acquisition, amount | 414,151 | $ 17 | 414,134 | ||||||||||
Issuance of common shares for principal and accrued interest on notes, shares | 2,550,485 | ||||||||||||
Issuance of common shares for principal and accrued interest on notes, amount | 3,445,157 | $ 255 | 3,444,902 | ||||||||||
Issuance of preferred shares for cash, amount | 2,760,000 | $ 0 | $ 0 | 0 | $ 0 | 2,760,000 | |||||||
Warrants converted to common shares, shares | 5,700,000 | ||||||||||||
Warrants converted to common shares, amount | 416,446 | $ 570 | 415,876 | ||||||||||
Rounding adjustment in connection with reverse split, shares | 1,744,343 | ||||||||||||
Rounding adjustment in connection with reverse split, amount | 174 | $ 174 | |||||||||||
Issuance of preferred shares for cash, shares | 760 | 2,000 | |||||||||||
Net loss | (5,763,947) | (5,373,015) | (390,932) | ||||||||||
Balance, shares at Dec. 31, 2021 | 56,353,015 | 48 | 760 | 2,000 | 48 | 760 | 58,785,924 | ||||||
Balance, amount at Dec. 31, 2021 | (3,638,731) | $ (3,638,731) | $ 5,635 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 15 | 83,459,252 | (86,158,902) | (944,731) |
Conversion of preferred shares, shares | (114,117) | 7,132 | |||||||||||
Conversion of preferred shares, amount | 0 | $ (11) | $ 1 | 10 | |||||||||
Net loss | (1,497,773) | (1,422,463) | (75,310) | ||||||||||
Issuance of common shares for services, shares | 3,750 | ||||||||||||
Issuance of common shares for services, amount | 240,000 | $ 0 | 240,000 | ||||||||||
Issuance of common shares for cash, shares | 16,581 | ||||||||||||
Issuance of common shares for cash, amount | 499,272 | $ 2 | 499,270 | ||||||||||
Balance, shares at Mar. 31, 2022 | 56,238,898 | 48 | 760 | 174,428 | |||||||||
Balance, amount at Mar. 31, 2022 | (4,397,232) | $ 5,624 | $ 0 | $ 0 | $ 18 | 84,198,532 | (87,581,365) | (1,020,041) | |||||
Balance, shares at Dec. 31, 2021 | 56,353,015 | 48 | 760 | 2,000 | 48 | 760 | 58,785,924 | ||||||
Balance, amount at Dec. 31, 2021 | (3,638,731) | (3,638,731) | $ 5,635 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 15 | 83,459,252 | (86,158,902) | (944,731) |
Net loss | (6,625,251) | ||||||||||||
Balance, shares at Sep. 30, 2022 | 76,108,617 | 19 | 241,857 | ||||||||||
Balance, amount at Sep. 30, 2022 | (5,485,534) | $ 7,611 | $ 0 | $ 0 | $ 23 | 86,919,034 | (92,702,892) | 290,690 | |||||
Balance, shares at Dec. 31, 2021 | 56,353,015 | 48 | 760 | 2,000 | 48 | 760 | 58,785,924 | ||||||
Balance, amount at Dec. 31, 2021 | (3,638,731) | $ (3,638,731) | $ 5,635 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 15 | 83,459,252 | (86,158,902) | (944,731) |
Conversion of preferred shares, shares | (627,034) | (48) | (741) | 25,811,204 | |||||||||
Conversion of preferred shares, amount | 0 | $ (62) | $ 0 | $ 0 | $ 2,581 | (2,519) | |||||||
Issuance of common shares for cash, shares | 10,289,423 | ||||||||||||
Issuance of common shares for cash, amount | 767,233 | $ 1,029 | 766,204 | ||||||||||
Issuance of preferred shares for cash, amount | 1,830,000 | $ 0 | $ 0 | 1,830,000 | |||||||||
Issuance of preferred shares for cash, shares | 1,920 | ||||||||||||
Net loss | (9,202,533) | (8,852,677) | (349,856) | ||||||||||
Issuance of preferred shares, shares | 20,000,000 | ||||||||||||
Issuance of preferred shares, amount | 2,000 | $ 2,000 | |||||||||||
Issuance of common shares for services and closing costs, shares | 14,881,508 | ||||||||||||
Issuance of common shares for services and closing costs, amount | 1,502,513 | $ 1,488 | 1,510,025 | ||||||||||
Issuance of common shares related to debt issuance, shares | 2,620,545 | ||||||||||||
Issuance of common shares related to debt issuance, amount | 0 | $ 0 | $ 262 | (262) | |||||||||
Issuance of common shares for convertible note, shares | 672,830 | ||||||||||||
Issuance of common shares for convertible note, amount | 45,277 | $ 67 | 45,210 | ||||||||||
Issuance of common shares for investment, shares | 1,066,477 | ||||||||||||
Issuance of common shares for investment, amount | 134,376 | $ 107 | 134,269 | ||||||||||
Accrued preferred stock dividends | (224,760) | $ 0 | $ 0 | (224,760) | |||||||||
Effect of acquisition on non-controlling interest | 1,506,751 | 1,506,751 | |||||||||||
Balance, shares at Dec. 31, 2022 | 75,725,981 | 19 | 2,000 | 1,920 | 19 | 114,127,911 | |||||||
Balance, amount at Dec. 31, 2022 | (9,107,874) | $ 7,573 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 29 | 85,908,699 | (95,236,339) | 212,164 | ||
Balance, shares at Mar. 31, 2022 | 56,238,898 | 48 | 760 | 174,428 | |||||||||
Balance, amount at Mar. 31, 2022 | (4,397,232) | $ 5,624 | $ 0 | $ 0 | $ 18 | 84,198,532 | (87,581,365) | (1,020,041) | |||||
Conversion of preferred shares, shares | (130,281) | (48) | (478) | 24,675 | |||||||||
Conversion of preferred shares, amount | 0 | $ (13) | $ 0 | $ 0 | $ 2 | 11 | |||||||
Issuance of preferred shares for cash, amount | 1,488,000 | $ 0 | 1,488,000 | ||||||||||
Net loss | (3,452,489) | (3,326,610) | (125,879) | ||||||||||
Issuance of common shares for services, shares | 24,065 | ||||||||||||
Issuance of common shares for services, amount | 871,038 | $ 2 | 871,036 | ||||||||||
Issuance of common shares for convertible note, shares | 1,682 | ||||||||||||
Issuance of common shares for convertible note, amount | 45,277 | $ 0 | 45,277 | ||||||||||
Accrued preferred stock dividends | (161,136) | (161,136) | |||||||||||
Effect of acquisition on non-controlling interest | 1,506,751 | 1,506,751 | |||||||||||
Balance, shares at Jun. 30, 2022 | 56,108,617 | 282 | 224,850 | ||||||||||
Balance, amount at Jun. 30, 2022 | (4,099,791) | $ 5,611 | 0 | $ 0 | $ 22 | 86,602,856 | (91,069,111) | 360,831 | |||||
Conversion of preferred shares, shares | (263) | 8,806 | |||||||||||
Conversion of preferred shares, amount | 0 | $ 0 | $ 1 | (1) | |||||||||
Net loss | (1,674,989) | (1,604,848) | (70,141) | ||||||||||
Issuance of common shares for services, shares | 4,707 | ||||||||||||
Issuance of common shares for services, amount | 204,209 | $ 0 | 204,209 | ||||||||||
Issuance of common shares for cash, shares | 3,494 | ||||||||||||
Issuance of common shares for cash, amount | 111,970 | $ 0 | 111,970 | ||||||||||
Issuance of preferred shares, shares | 20,000,000 | ||||||||||||
Issuance of preferred shares, amount | 2,000 | $ 2,000 | |||||||||||
Accrued preferred stock dividends | (28,933) | (28,933) | |||||||||||
Effect of acquisition on non-controlling interest | 0 | ||||||||||||
Balance, shares at Sep. 30, 2022 | 76,108,617 | 19 | 241,857 | ||||||||||
Balance, amount at Sep. 30, 2022 | (5,485,534) | $ 7,611 | 0 | $ 0 | $ 23 | 86,919,034 | (92,702,892) | 290,690 | |||||
Balance, shares at Dec. 31, 2022 | 75,725,981 | 19 | 2,000 | 1,920 | 19 | 114,127,911 | |||||||
Balance, amount at Dec. 31, 2022 | (9,107,874) | $ 7,573 | 0 | $ 0 | $ 0 | 0 | $ 0 | $ 29 | 85,908,699 | (95,236,339) | 212,164 | ||
Conversion of preferred shares, shares | (436,000) | (52) | 35,897 | ||||||||||
Conversion of preferred shares, amount | 120,000 | $ (44) | $ 0 | $ 4 | 120,040 | ||||||||
Issuance of common shares for principal and accrued interest on notes, shares | 3,782 | ||||||||||||
Issuance of common shares for principal and accrued interest on notes, amount | 176,402 | $ 0 | 176,402 | ||||||||||
Issuance of preferred shares for cash, amount | 100,000 | $ 0 | 100,000 | ||||||||||
Issuance of preferred shares for cash, shares | 34 | ||||||||||||
Net loss | (2,420,596) | (2,186,692) | (233,904) | ||||||||||
Issuance of common shares for cash, shares | 3,654 | ||||||||||||
Issuance of common shares for cash, amount | 38,077 | $ 0 | 38,077 | ||||||||||
Issuance of preferred shares, shares | 4,474,018 | ||||||||||||
Issuance of preferred shares, amount | 0 | $ 447 | (447) | ||||||||||
Accrued preferred stock dividends | (71,240) | (71,240) | |||||||||||
Issuance of common shares for acquisition expenses, shares | 1,584 | ||||||||||||
Issuance of common shares for acquisition expenses, amount | 36,118 | $ 0 | 36,118 | ||||||||||
Balance, shares at Mar. 31, 2023 | 79,763,999 | 1 | 330,237 | ||||||||||
Balance, amount at Mar. 31, 2023 | (11,129,113) | $ 7,976 | 0 | $ 0 | $ 33 | 86,378,889 | (97,494,271) | (21,740) | |||||
Balance, shares at Dec. 31, 2022 | 75,725,981 | 19 | 2,000 | 1,920 | 19 | 114,127,911 | |||||||
Balance, amount at Dec. 31, 2022 | (9,107,874) | $ 7,573 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 29 | 85,908,699 | (95,236,339) | 212,164 | ||
Net loss | (5,121,220) | ||||||||||||
Balance, shares at Sep. 30, 2023 | 7,348,702 | ||||||||||||
Balance, amount at Sep. 30, 2023 | (13,369,686) | $ 0 | 0 | $ 0 | $ 734 | 86,977,874 | (100,236,691) | (111,603) | |||||
Balance, shares at Mar. 31, 2023 | 79,763,999 | 1 | 330,237 | ||||||||||
Balance, amount at Mar. 31, 2023 | (11,129,113) | $ 7,976 | 0 | $ 0 | $ 33 | 86,378,889 | (97,494,271) | (21,740) | |||||
Conversion of preferred shares, shares | (79,763,999) | (1) | 4,009,627 | ||||||||||
Conversion of preferred shares, amount | 180,000 | $ (7,976) | $ 401 | 187,575 | |||||||||
Net loss | (1,344,924) | (1,339,901) | (5,023) | ||||||||||
Issuance of common shares for cash, shares | 12,486 | ||||||||||||
Issuance of common shares for cash, amount | 85,710 | $ 2 | 85,708 | ||||||||||
Accrued preferred stock dividends | (63,330) | $ 0 | (63,330) | ||||||||||
Balance, shares at Jun. 30, 2023 | 4,352,350 | ||||||||||||
Balance, amount at Jun. 30, 2023 | (12,271,657) | 0 | 0 | 0 | $ 436 | 86,652,172 | (98,897,502) | (26,763) | |||||
Conversion of preferred shares, shares | 109,400 | ||||||||||||
Conversion of preferred shares, amount | 120,000 | $ 11 | 119,989 | ||||||||||
Rounding adjustment in connection with reverse split, shares | 2,844,211 | ||||||||||||
Rounding adjustment in connection with reverse split, amount | 0 | $ 283 | (283) | ||||||||||
Net loss | (1,355,700) | (1,270,860) | (84,840) | ||||||||||
Issuance of common shares for services, shares | 33,124 | ||||||||||||
Issuance of common shares for services, amount | 106,000 | $ 3 | 105,997 | ||||||||||
Accrued preferred stock dividends | (68,329) | (68,329) | |||||||||||
Issuance of common shares for acquisition expenses, shares | 9,617 | ||||||||||||
Issuance of common shares for acquisition expenses, amount | 100,000 | $ 1 | 99,999 | ||||||||||
Balance, shares at Sep. 30, 2023 | 7,348,702 | ||||||||||||
Balance, amount at Sep. 30, 2023 | $ (13,369,686) | $ 0 | $ 0 | $ 0 | $ 734 | $ 86,977,874 | $ (100,236,691) | $ (111,603) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss attributable to Singlepoint Inc. stockholders | $ (4,797,453) | $ (6,353,921) | $ (8,852,677) | $ (5,373,015) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss attributable to non-controlling interests | (323,767) | (271,330) | (349,856) | (390,932) |
Common stock issued for acquisition expenses | 136,118 | 0 | ||
Common stock issued for services | 106,000 | 1,315,247 | 1,502,513 | 146,283 |
Preferred stock issued for services | 0 | 2,000 | 2,000 | 0 |
Bad debt expense | 23,826 | 124,660 | 178,958 | 0 |
Depreciation | 252,186 | 147,642 | 216,623 | 44,763 |
Amortization of intangibles | 303,336 | 187,836 | 312,543 | 14,520 |
Amortization of debt discounts | 398,669 | 803,261 | 1,376,934 | 16,772 |
Amortization of deferred compensation | 0 | 45,280 | 120,747 | 105,652 |
(Gain) loss on change in fair value of equity securities | 0 | 76,627 | ||
Goodwill impairment charge | 0 | 28,005 | 1,315,973 | 680,772 |
Loss on debt settlement | 352,576 | 0 | (125,001) | (513,909) |
Common stock issued for warrants | 0 | 416,444 | ||
Changes in operating assets and liabilities (net of acquisitions): | ||||
Accounts receivable | 761,669 | (984,416) | (1,272,320) | (87,395) |
Prepaid expenses | 78,624 | (104,848) | (9,812) | (36,013) |
Inventory | (508,212) | (931,785) | (844,213) | (70,250) |
Contract assets | (795,424) | (67,611) | (160,549) | 0 |
Accounts payable | (482,985) | 1,661,099 | 1,364,352 | (13,546) |
Accrued expenses | 2,649,386 | 192,272 | (53,062) | 151,597 |
Unearned revenue | 1,290,320 | 1,132,401 | 1,122,013 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (555,131) | (3,074,208) | (4,164,983) | (4,831,629) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Acquisitions, net of cash acquired | 0 | (1,283,613) | (1,272,320) | 0 |
Cash paid for investment | 0 | (75,000) | ||
Cash paid for acquisition related expenses | 0 | (25,000) | ||
Cash paid for notes receivable from related party | (59,500) | 0 | (157,000) | 0 |
Cash paid for property | (67,076) | (92,922) | (92,922) | (19,700) |
NET CASH USED IN INVESTING ACTIVITIES | (126,576) | (1,451,535) | (1,522,242) | (44,700) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from sale of common stock | 123,787 | 611,242 | 767,233 | 540,899 |
Proceeds from advances from related party | 118,636 | 222,911 | 275,878 | 234,824 |
Proceeds from notes payable | 552,085 | 1,811,070 | ||
Proceeds from issuance of convertible notes | 480,000 | 3,777,500 | 3,777,500 | 0 |
Payments on advances to related party | (136,924) | (175,622) | (185,470) | (64,569) |
Payments on convertible notes payable | (200,387) | 0 | 0 | (75,000) |
Payments on capital lease obligations | (214,131) | (132,234) | (202,982) | (51,365) |
Payments on notes payable | (199,075) | (375,622) | (754,262) | (286,518) |
Proceeds from sale of preferred stock - Class C | 100,000 | 0 | 0 | 760,000 |
Proceeds from sale of preferred stock - Class D | 0 | 2,000,000 | ||
Proceeds from sale of preferred stock - Class E | 483,780 | 1,488,000 | 1,830,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 555,686 | 5,416,175 | 6,059,982 | 4,869,341 |
NET CHANGE IN CASH | (126,021) | 890,432 | 372,757 | (6,988) |
Cash at beginning of period | 564,242 | 191,485 | 191,485 | 198,473 |
Cash at end of period | 438,221 | 564,242 | 191,485 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||||
Interest paid | 20,503 | 169,055 | 169,055 | 20,853 |
Income tax paid | 0 | 0 | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Recognition of new right of use assets and lease liabilities | 290,104 | 0 | 66,969 | 0 |
Non-cash consideration given for acquisitions through issuance of common stock and notes payable | 0 | 2,422,836 | ||
Original issue discount from issuance of notes payable | 0 | 1,523,198 | ||
Common stock issued for conversion of debt and accrued interest | 176,402 | 45,277 | 45,277 | 3,172,918 |
Common stock issued for purchase of investment | 134,376 | 0 | ||
Conversion of preferred stock to common stock | 428,020 | 24 | 2,581 | 282 |
Inventory transferred to related party for note receivable | 0 | 63,456 | ||
Investment in Jacksam transferred for reduction in related party debt | 0 | 547,010 | ||
Non-cash portion of termination agreement removing accrued compensation and related party debt in exchange for stock and new related party note | 0 | 1,234,052 | ||
Accrual of preferred stock dividends | 202,900 | 0 | ||
Deferred stock compensation recognized for acquisitions | 0 | 450,000 | ||
Discount recognized on deferred stock compensation for acquisitions | $ 0 | $ 110,402 | ||
Rounding adjustment in connection with reverse split | $ 283 | $ 0 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ORGANIZATION AND NATURE OF BUSINESS | ||
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Corporate History On May 14, 2019, Singlepoint Inc. (“Singlepoint” or “the Company”) established a subsidiary, Singlepoint Direct Solar LLC (“Direct Solar America”), completing the acquisition of certain assets of Direct Solar, LLC and AI Live Transfers LLC. The Company owns Fifty One Percent (51%) of the membership interests of Direct Solar America. On January 26, 2021, the Company acquired 100% ownership of EnergyWyze, LLC, a limited liability company (“EnergyWyze”). On February 26, 2021, the Company purchased 51% ownership of Box Pure Air, LLC, (“Box Pure Air”). On April 21, 2022, the Company purchased 80.1% membership interests in The Boston Solar Company, LLC (“Boston Solar”). Business The Company is a diversified holding company principally engaged through its subsidiaries on providing renewable energy solutions and energy-efficient applications to drive better health and living. Our primary focus is on sustainability by providing an integrated solar energy solution for our customers and clean environment solutions through our air purification business. We conduct our solar operations primarily through our subsidiary, Boston Solar, in which we hold an 80.1% equity interest. We conduct our air purification operations through Box Pure Air, in which we hold a 100% equity interest. We also have ownership interests outside of our primary solar and air purification businesses. We consider these subsidiaries to be noncore businesses of ours. These noncore businesses are: · Discount Indoor Garden Supply, Inc. (“DIGS”), in which we hold a 90% equity interest and which provides products and services within the agricultural industry designed to improve yields and efficiencies; · EnergyWyze, a wholly owned subsidiary and which is a digital and direct marketing firm focused on customer lead generation in the solar energy industry; · ShieldSaver, LLC (“ShieldSaver”), in which we hold a 51% equity interest and which focuses on efficiently tracking records of vehicle repairs; and · Direct Solar America, in which we hold a 51% equity interest and which works with homeowners and small commercial businesses to provide solar, battery backup and electric vehicle (“EV”) chargers at their location(s). We built and plan to continue to build our portfolio through organic growth, synergistic acquisitions, products, and partnerships. We generally acquire majority and/or controlling stakes in innovative and promising businesses that are expected to appreciate in value over time. We are particularly focused on businesses where our engagement will be potentially significant for that entity’s growth prospects. We strive to create long-term value for our stockholders by helping our subsidiary companies to increase their market penetration, grow revenue and improve operating margins and cash flow. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where our management can provide value by advising on new markets and expansion. Going Concern The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2023, 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. As of September 30, 2023, Company had $438,221 in cash. The Company’s net loss incurred for the nine months ended September 30, 2023, attributable to Singlepoint, Inc. was $4,797,453, its accumulated deficit was $100,236,691, and its working capital deficit was $19,039,757 as of September 30, 2023. The Company’s ability to continue in existence is dependent on its ability to develop the existing 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 debt and equity financing. | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS Corporate History On May 14, 2019, Singlepoint Inc. (“Singlepoint” or “the Company”) established a subsidiary, Singlepoint Direct Solar LLC (“Direct Solar America”), completing the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC. The Company owns Fifty One Percent (51%) of the membership interests of Direct Solar America. On January 26, 2021, the Company acquired 100% ownership of EnergyWyze, LLC, a limited liability company (“EnergyWyze”). On February 26, 2021, the Company purchased 51% ownership of Box Pure Air, LLC, (“Box Pure Air”). On April 21, 2022, Business The Company is a diversified holding company principally engaged through its subsidiaries on providing renewable energy solutions and energy-efficient applications to drive better health and living. Our primary focus is on sustainability by providing an integrated solar energy solution for our customers and clean environment solutions through our air purification business. We conduct our solar operations primarily through our subsidiary, Boston Solar, in which we hold an 80.1% equity interest. We conduct our air purification operations through Box Pure Air, in which we hold a 100% equity interest. We also have ownership interests outside of our primary solar and air purification businesses. We consider these subsidiaries to be noncore businesses of ours. These noncore businesses are: · Discount Indoor Garden Supply, Inc. (“DIGS”), in which we hold a 90% equity interest and which provides products and services within the agricultural industry designed to improve yields and efficiencies; · EnergyWyze, a wholly owned subsidiary and which is a digital and direct marketing firm focused on customer lead generation in the solar energy industry; · ShieldSaver LLC (“ShieldSaver”), in which we hold a 51% equity interest and which focuses on efficiently tracking records of vehicle repairs; and · Direct Solar America, in which we hold a 51% equity interest and which works with homeowners and small commercial business to provide solar, battery backup and electric vehicle (“EV”) chargers at their location(s). We built and plan to continue to build our portfolio through organic growth, synergistic acquisitions, products, and partnerships. We generally acquire majority and/or control stakes in innovative and promising businesses that are expected to appreciate in value over time. We are particularly focused on businesses where our engagement will be potentially significant for that entity’s growth prospects. We strive to create long-term value for our stockholders by helping our subsidiary companies to increase their market penetration, grow revenue and improve operating margins and cash flow. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where our management can provide value by advising on new markets and expansion. Going Concern The financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2022, 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. As of December 31, 2022, the Company had $564,242 in cash. The Company’s net losses incurred for the year ended December 31, 2022, were $8,852,677, and working capital deficit was $14,605,687 as of 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 debt and equity financing. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of September Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022, and the accounts of Boston Solar as of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023, and the period from April 21, 2022 (acquisition date) through September 30, 2022. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Reclassifications Certain 2022 amounts have been reclassified to conform to the 2023 presentation. Reverse Stock-split On July 20, 2023, we affected a 1 for 400 reverse stock split of our common stock. At the effective time of the reverse stock split, every 400 shares of issued and outstanding common stock were 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. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of ninety days or less at the time of purchase to be cash equivalents. The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company had no deposits in excess of amounts insured by the FDIC as of September 30, 2023. Revenues The Company records revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS, Singlepoint (parent company)), (2) Distribution (DIGS) and, (3) Services Revenue (Boston Solar, Direct Solar of America, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Boston Solar (3) Box Pure Air (4) DIGS (5) Direct Solar of America (6) EnergyWyze Retail Sales. Distribution Revenue. Services Revenue. Returns and other adjustments Construction Contract Performance Obligations, Revenues and Costs The primary method used to estimate standalone selling price of each performance obligation is the expected cost plus a margin approach, under which the Company estimates the costs of satisfying the performance obligations and then adds appropriate margins. The Company recognizes revenue over time on its contracts when it satisfies a performance obligation by continuously transferring control to a customer. The customer typically controls the contract and related service, as evidenced by contractual termination clauses or by contract terms specifying the Company’s rights to payment for work performed to date, plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. Management has determined that using contract costs as an input method depicts the continuous transfer of control to customers as the Company incurs these costs from fixed-price or lump-sum contracts. Under this method, actual direct contract costs incurred are compared to total estimated contract costs for each contract to determine a percentage depicting progress toward contract completion or satisfaction of performance obligations. This percentage is applied to the contract price or allocated transaction price to determine the amount of cumulative revenue to recognize. Contract costs include all installed materials, direct labor and subcontract costs. Operating costs are charged to expense as incurred. Contract costs incurred that do not contribute to satisfying performance obligations and are not reflective of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation. Contract Estimates The estimation of total revenue and cost at completion requires significant judgment and involves the use of various estimation techniques. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenue. Such changes are recognized in the period in which the revisions are determined. If, at any time, the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period in which it is identified. Contract Modifications Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and are accounted for as part of the existing contract. Contract Assets and Liabilities Billing practices are governed by the contract terms of each project based primarily on costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time. Contract assets represent revenues recognized in excess of amounts billed. Contract liabilities represents billings in excess of revenues recognized. Accrued revenue includes amounts which have met the criteria for revenue recognition and have not yet been billed to the client. The Company’s residential contracts include payments terms that call for payment upon receipt of the invoice, and their commercial contracts call for payment between 15 and 60 days from the invoice date, primarily within 30 days. Accounts Receivable The Company carries its accounts receivable at the amount management expects to collect from outstanding receivables. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on historic write offs and collections and current credit conditions. Accounts receivable are net of an allowance for doubtful accounts of $116,417 and $51,706 as of September 30, 2023, and December 31, 2022, respectively. During the three and nine months ended September 30, 2023, the Company wrote off $0 and $23,826, respectively, of receivables. Inventory Inventory consists primarily of photovoltaic modules, inverters, racking and associated finished parts required for the assembly of photovoltaic systems. Inventories are valued at the lower of cost or net realizable value determined by the first-in, first-out method. The Company writes down its inventory for estimated obsolescence equal to the difference between the carrying value of the inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory is net of a reserve for obsolescence of $263,128 and $326,239 as of September 30, 2023, and December 31, 2022, respectively. Accrued Warranty and Production Guarantee Liabilities As a standard practice, the Company warranties its labor for ten years from the completion date of the installation projects and passes through manufacturer warranties on products installed. These warranties are not separately priced, therefore, costs related to the warranties are accrued when management determines they are able to estimate them. Management has not separately accounted for the actual warranty costs each year, and has accrued based on their best estimates as of each year end. As a standard practice, the Company provides a two-year production guarantee on installed solar systems. These production guarantees are not separately priced, therefore, costs related to production guarantees are accrued based on management’s best estimates as of each year end. Separately, the Company offers customers an optional ten-year production guarantee that can be purchased for $1,000. Such amounts are deferred when received and recognized ratably over the guarantee period. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with 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. Leases ASC 842, “Leases”, requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. 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. Net Income (loss) Per Common Share Basic net income (loss) per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. The Company’s potentially dilutive securities, which include common shares issuable under certain preferred shares classes and convertible notes, and warrants, have been included in the computation of diluted net income per share for the nine-month period ended September 30, 2023. Diluted net income per share for the nine-month period ending September 30, 2023, was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method and the if-converted method. For the three-month period ending September 30, 2023, and for three and nine-month periods ending September 30, 2022, the potentially dilutive securities were excluded from the computation of diluted loss per share as the effect would be to reduce the net loss per common share. Therefore, the weighted-average common stock outstanding is used to calculate both basic and diluted net loss per share for the three-month period ending September 30, 2023, and for three and nine-months periods ending September 30, 2022. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Three months Ended September 30, Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) available for common stockholders $ (1,270,860 ) $ (1,604,848 ) $ 5,771,277 $ (6,353,921 ) Denominator: Weighted-average shares to compute basic earnings per share 6,106,457 227,829 3,357,450 206,404 Class D preferred stock, including preferred dividends - - 1,825,883 - Class E preferred stock, including preferred dividends - - 2,694,383 - Convertible notes - - 896,697 - Warrants - - 10,323 - Weighted-average shares to compute diluted earnings per share 6,106,457 227,829 8,784,736 206,404 Income (loss) per share: Basic $ (0.21 ) $ (7.04 ) $ 1.72 $ (30.78 ) Diluted $ (0.21 ) $ (7.04 ) $ 0.66 $ (30.78 ) Fair Value Measurements 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, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. The 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. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In September 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 requires immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU 2016-13 had no material impact on the Company’s consolidated financial statements for the interim period ended September 30, 2023. Subsequent Events Other than the events described in Note 11, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the consolidated financial statements were issued and filed with the SEC. | NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of December 31, 2022, and December 31, 2021, and for the years then ended, and the accounts of Boston Solar as of December 31, 2022, and the period from April 21, 2022 (acquisition date) through December 31, 2022. All significant intercompany transactions have been eliminated in consolidation. 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. Inventory of $63,456 went to 1606 Corp. in exchange for a note receivable. All 1606 Corp. brand, web, social, and media content, were included with the spin out for the business to be a fully operational entity at time of completion. 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. Cash 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 $265,729 of deposits in excess of amounts insured by the FDIC as of December 31, 2022. Reverse Stock-split On March 26, 2021, we affected a 1 for 75 reverse stock splits of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were 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. Revenues The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS, Singlepoint (parent company)), (2) Distribution (DIGS) and, (3) Services Revenue (Boston Solar, Direct Solar, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Boston Solar (3) Box Pure Air (4) DIGS (5) Direct Solar (6) EnergyWyze Retail Sales. Distribution Revenue. Services Revenue. Returns and other adjustments Construction Contract Performance Obligations, Revenues and Costs The primary method used to estimate standalone selling price of each performance obligation is the expected cost plus a margin approach, under which the Company estimates the costs of satisfying the performance obligations and then adds appropriate margins. The Company recognizes revenue over time on its contracts when it satisfies a performance obligation by continuously transferring control to a customer. The customer typically controls the contract and related service, as evidenced by contractual termination clauses or by contract terms specifying the Company’s rights to payment for work performed to date, plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. Management has determined that using contract costs as an input method depicts the continuous transfer of control to customers as the Company incurs these costs from fixed-price or lump-sum contracts. Under this method, actual direct contract costs incurred are compared to total estimated contract costs for each contract to determine a percentage depicting progress toward contract completion or satisfaction of performance obligations. This percentage is applied to the contract price or allocated transaction price to determine the amount of cumulative revenue to recognize. Contract costs include all installed materials, direct labor and subcontract costs. Operating costs are charged to expense as incurred. Contract costs incurred that do not contribute to satisfying performance obligations and are not reflective of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation. Contract Estimates The estimation of total revenue and cost at completion requires significant judgment and involves the use of various estimation techniques. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenue. Such changes are recognized in the period in which the revisions are determined. If, at any time, the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period in which it is identified. Contract Modifications Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and are accounted for as part of the existing contract. Contract Assets and Liabilities Billing practices are governed by the contract terms of each project based primarily on costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time. Contract assets represent revenues recognized in excess of amounts billed. Contract liabilities represents billings in excess of revenues recognized. Accrued revenue includes amounts which have met the criteria for revenue recognition and have not yet been billed to the client. The Company’s residential contracts include payments terms that call for payment upon receipt of the invoice, and their commercial contracts call for payment between 15 and 60 days from the invoice date, primarily within 30 days. Accounts Receivable The Company carries its accounts receivable at the amount management expects to collect from outstanding receivables. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on historic write offs and collections and current credit conditions. Accounts receivable is net of an allowance for doubtful accounts of $51,706 and $0 as of December 31, 2022, and December 31, 2021, respectively. During the twelve months ended December 31, 2022 and 2021, the Company did not write off any receivables. Inventory Inventory consists primarily of photovoltaic modules, inverters, racking and associated finished parts required for the assembly of photovoltaic systems. Inventories are valued at the lower of cost or net realizable value determined by the first-in, first-out method. The Company writes down its inventory for estimated obsolescence equal to the difference between the carrying value of the inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory is net of a reserve for obsolescence of $326,239 and $0 as of December 31, 2022, and December 31, 2021, respectively. Accrued Warranty and Production Guarantee Liabilities As a standard practice, the Company warranties its labor for ten years from the completion date of their installation projects and passes through manufacturer warranties on products installed. These warranties are not separately priced, therefore, costs related to the warranties are accrued when management determines they are able to estimate them. Management has not separately accounted for the actual warranty costs each year, and has accrued based on their best estimates as of each year end. As a standard practice, the Company provides a two-year production guarantee on installed solar systems. These production guarantees are not separately priced, therefore, costs related to production guarantees are accrued based on management’s best estimates as of each year end. Separately, the Company offers customers an optional ten-year production guarantee that can be purchased for $1,000. Such amounts are deferred when received and recognized ratably over the guarantee period. 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. Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Income Taxes The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. Earnings (loss) Per Common Share Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Year Ended December 31, 2022 Year Ended December 31, 2021 Class A Preferred Stock 1,893,149,525 1,408,825,375 Class B Preferred Stock - 314,754 Class C Preferred Stock, including accrued dividends 688,598 747,540 Class D Preferred Stock, Including accrued dividends 47,352,673 1,395,349 Class E Preferred Stock, including accrued dividends 45,053,832 - Convertible Notes 18,175,060 20,000 Warrants 4,129,091 - Potentially dilutive securities 2,008,548,779 1,411,303,018 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, 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. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company's fiscal year beginning March 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017- 04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). Subsequent Events Other than the events described in Note 12, 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. |
CONTRACT ASSETS
CONTRACT ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CONTRACT ASSETS | ||
CONTRACT ASSETS | NOTE 3 – CONTRACT ASSETS Deferred costs and estimated earnings and billings on uncompleted contracts consist of the following as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Deferred costs $ 1,054,354 $ 311,911 Estimated earnings - - Total deferred costs and estimated earnings 1,054,354 311,911 Billings to date 145,919 92,938 Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts $ 1,200,273 $ 404,849 Deferred costs include permitting costs to fulfill contracts on installations in progress. | NOTE 3 – CONTRACT ASSETS Deferred costs and estimated earnings and billings on uncompleted contracts consist of the following as of December 31, 2022 and December 31, 2021: 2022 2021 Deferred costs $ 311,911 $ - Estimated earnings - - 311,911 - Add: billings to date 92,938 - Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts $ 404,849 $ - Deferred costs include permitting costs to fulfill contracts on installations in progress. |
ACQUISITIONS GOODWILL AND INTAN
ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS | |
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | NOTE 4 – ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS Boston Solar Acquisition On April 21, 2022, the Company completed the acquisition of 80.1% of the membership interests in Boston Solar, a leading residential, small commercial solar energy, procurement, and construction (“EPC”) company focused on customers in the greater Boston area. This acquisition solidifies the Company’s EPC acquisition strategy. The total consideration paid for the purchased interests was $6,064,858 consisting of: $2,287,168 of cash paid at closing; issuance of a note payable in 14,781,938 shares of Company common stock with a fair value of $1,252,273; issuance of a promissory note with a fair value of $897,306; issuance of a convertible promissory note with a fair value of $1,378,111 payable in cash or shares of Company common stock at the holder’s option; and a $250,000 holdback of additional cash. The Company incurred acquisition related expenses of approximately $587,000 during the twelve months ended December 31, 2022, which were recognized in SG&A within the Company’s consolidated statement of operations. The Company accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The total purchase price was allocated as follows: Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 Revenue of $19,124,124 and net loss of $332,995 related to Boston Solar for the period from the April 21, 2022 acquisition date through the end December 31, 2022 are included in the Company’s consolidated statement of operations for the twelve-months ended December 31, 2022. These results are prior to consideration for non-controlling interest. The following supplemental unaudited pro forma information presents the consolidated results of the Company’s operations as if the acquisition of Boston Solar on April 21, 2022 had been consummated on January 1, 2021. This supplemental unaudited pro forma information is based solely on the historical unaudited financial results for the Boston Solar acquisition and does not include operational or other changes which might have been affected by the Company. The supplemental unaudited pro forma information presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future: Twelve Months Ended December 31, 2022 2021 Revenue, net $ 27,385,051 $ 18,500,837 Net loss $ (9,609,240 ) $ (6,148,422 ) Goodwill The following table presents details of the Company’s goodwill as of December 31, 2022, and December 31, 2021: Boston Solar Direct Solar America Box Pure Air EnergyWyze Total Balances at December 31, 2021: $ - $ 1,212,969 $ 414,151 $ 75,000 $ 1,702,119 Aggregate goodwill acquired 6,785,416 - - - 6,785,416 Impairment losses - (1,212,969 ) - (75,000 ) (1,287,969 ) Balances at December 31, 2022: $ 6,785,416 $ - $ 414,151 $ - $ 7,199,567 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 to assess impairment. A discounted cash flow analysis requires various judgmental assumptions to be made including 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. As a result of changes in legal factors and decline in operating performances related to Direct Solar America and EnergyWyze, the Company determined there were indicators of impairment in goodwill during the year ended December 31, 2022, and impaired goodwill by $1,287,969. Intangible Assets The following table presents details of the Company’s intangible assets (excluding goodwill) as of December 31, 2022 and 2021: IP/ Technology Tradename Trademarks Non- Competes Other Total Balances at December 31, 2021: $ - $ - $ - $ 34,485 $ 34,485 Intangibles acquired 438,000 3,008,100 123,200 - 3,569,300 Less: Amortization 43,016 206,810 28,232 34,485 312,543 Balances at December 31, 2022 $ 394,984 $ 2,801,290 $ 94,968 $ - $ 3,291,242 Estimated amortization expense: Year Ending December 31, 2023 $ 404,448 2024 404,448 2025 376,224 2026 363,384 2027 363,384 Thereafter 1,379,354 Total $ 3,291,242 Investments On August 9, 2022, the Company acquired a minority interest, with the right to acquire the remaining interests, of Frontline Power Solutions LLC (“Frontline”), a Multi-state Licensed Energy Services Company (ESCO). Frontline is a comprehensive energy service Company with the ability to operate in deregulated markets across the country and provide energy supply agreements to all sizes of commercial, industrial, and institutional properties. The Company signed a Membership Interest Purchase Agreement (“MIPA”) with Frontline whereby the Company agreed to: (i) make an investment in Frontline for a 13.3% membership interest in exchange for $100,000 of the Company’s shares (the number of shares determined by a 30-day vwap calculation, which were subsequently fair valued on August 9, 2022); (ii) issue a Promissory Note to Frontline for $150,000 ; and (iii) purchase the remaining interest (86.7%) membership interest for a Cash Consideration of $500,000 minus any outstanding principal and interest outstanding under the Promissory Note, subject to certain closing conditions (the “Second Closing”). In the event that Second Closing does not occur then the Promissory Note would convert into an additional 6.6% membership interest of Frontline for a total ownership interest of 19.9% for the Company. |
GOODWILL, INTANGIBLE ASSETS, AN
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS | |
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS | NOTE 4 – GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS Boston Solar Acquisition On April 21, 2022, the Company completed the acquisition of 80.1% of the membership interests in Boston Solar, a leading residential, small commercial solar energy, procurement, and construction (“EPC”) company focused on customers in the greater Boston area. This acquisition solidifies the Company’s EPC acquisition strategy. The total consideration paid for the purchased interests was $6,064,858 consisting of: $2,287,168 of cash paid at closing; issuance of a note payable in 14,781,938 shares of Company common stock with a fair value of $1,252,273; issuance of a promissory note with a fair value of $897,306; issuance of a convertible promissory note with a fair value of $1,378,111 payable in cash or shares of Company common stock at the holder’s option; and a $250,000 holdback of additional cash. The Company incurred acquisition related expenses of approximately $587,000 during the year ended December 31, 2022, which were recognized in SG&A within the Company’s consolidated statement of operations. The Company accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The total purchase price was allocated as follows: Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 Revenue of $20,215,477 and net loss of $1,242,225 related to Boston Solar are included in the Company’s consolidated statement of operations for the nine-months ended September 30, 2023. These results are prior to consideration for non-controlling interest. The following supplemental unaudited pro forma information presents the consolidated results of the Company’s operations as if the acquisition of Boston Solar on April 21, 2022 had been consummated on January 1, 2022. This supplemental unaudited pro forma information is based solely on the historical unaudited financial results for the Boston Solar acquisition and does not include operational or other changes which might have been affected by the Company. The supplemental unaudited pro forma information presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future: Three months Ended September 30, 2023 2022 Revenue, net $ 6,914,934 $ 5,333,803 Net loss $ (1,355,700 ) $ (3,348,902 ) Goodwill The following table presents details of the Company’s goodwill as of September 30, 2023, and December 31, 2022: Boston Solar Box Pure Air Total Balances as of December 31, 2022: $ 6,785,416 $ 414,151 $ 7,199,567 Aggregate goodwill acquired - - - Impairment losses - - - Balances as of September 30, 2023 $ 6,785,416 $ 414,151 $ 7,199,567 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. Intangible Assets The following table presents details of the Company’s intangible assets (excluding goodwill) as of September 30, 2023 and December 31, 2022: IP/ Technology Tradename Trademarks Non- Competes Total Balances as of December 31, 2022: $ 394,984 $ 2,801,290 $ 94,968 $ 3,291,242 Intangibles acquired - - - - Less: Amortization 46,926 225,612 30,798 303,336 Balances as of September 30, 2023 $ 348,058 $ 2,575,678 $ 64,170 $ 2,987,906 Estimated amortization expense: Year Ending December 31, 2023 (Remainder) $ 101,112 2024 404,448 2025 376,224 2026 363,384 2027 363,384 Thereafter 1,379,354 Total $ 2,987,906 Investments On August 9, 2022, the Company acquired a minority interest, with the right to acquire the remaining interests, of Frontline Power Solutions LLC (“Frontline”), a Multi-state Licensed Energy Services Company (“ESCO”). Frontline is a comprehensive energy service Company with the ability to operate in deregulated markets across the country and provide energy supply agreements to all sizes of commercial, industrial, and institutional properties. The Company signed a Membership Interest Purchase Agreement (“MIPA”) with Frontline whereby the Company agreed to: (i) make an investment in Frontline for a 13.3% membership interest in exchange for $100,000 of the Company’s shares (the number of shares determined by a 30-day Volume Weighted Average Price(“vwap”) calculation, which were subsequently fair valued on August 9, 2022); (ii) issue a promissory note to Frontline for $150,000 ; and (iii) purchase the remaining interest (86.7%) membership interest for a cash consideration of $500,000 minus any outstanding principal and interest outstanding under the promissory note, subject to certain closing conditions (the “Second Closing”). In the event that Second Closing does not occur then the promissory note would convert into an additional 6.6% membership interest of Frontline for a total ownership interest of 19.9% for the Company. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
NOTES PAYABLE | ||
NOTES PAYABLE | NOTE 5 - NOTES PAYABLE Notes Payable Seller Note Payable Note Purchase Agreement OID Purchase Agreement SBA Loan Settlement and Release Agreement Convertible Notes Payable Purchase Agreement Seller Note Payable in Shares Seller Convertible Note. Promissory Note Promissory Note 2 Promissory Note 3. As of September 30, 2023, the Company was in compliance with all covenants of its debt agreements, with the exception for the Note Purchase Agreement, the Purchase Agreements and the Seller Convertible notes which are past maturity. These notes are past maturity and the Company is working with the investors. No default provision options have been exercised to date and no warrants have been issued. | NOTE 5 - NOTES PAYABLE Notes Payable Seller Note Payable Note Purchase Agreement OID Purchase Agreement Each Note was designated as a 20% Original Issue Discount Senior Note due the earlier of January 21, 2023 or upon the occurrence of the Liquidity Event (as defined in the Note). If the Notes remain outstanding after the Maturity Date or an Event of Default (each as defined in the Note), then the Notes are subject to an interest rate of 15% per annum, provided that if (x) the Liquidity Event occurs on or prior to January 21, 2023 and (y) the Company pays the outstanding principal of the Notes to the holder, then such interest will be waived retroactive to the date of the first issuance of the Notes (the “Original Issue Date”). Upon an Event of Default, the sum of the outstanding principal amount of the Notes and any accrued and unpaid interest thereon shall become, at the election of the holder of the Notes, immediately due and payable in cash. The Company shall have the option to prepay the Notes at any time after the Original Issue Date prior to or on the Maturity Date at an amount equal to the sum of the outstanding principal amount of the Notes and any accrued and unpaid interest thereon, without any prepayment premium or penalty. As of December 31, 2022, all of the note, $562,011, net of the original issue discount and debt issuance costs, is included in current portion of notes payable. SBA Loan As of Convertible Notes Payable Purchase Agreement As of as of Seller Note Payable in Shares As of Seller Convertible Note EnergyWyze Other As of December 31, 2022, the Company was in compliance with all covenants of its debt agreements, except for the $10,500 convertible note that is currently in default and included in Current Portion of convertible notes payable. |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
LEASES | ||
LEASES | NOTE 6 – LEASES Boston Solar was acquired on April 21, 2022 and has fixed rate non-cancelable operating lease agreements for office, warehouse, and parking real estate, vehicles, and tools. The monthly operating lease payments for real estate are from $4,372 to $18,466 and end September 2027. Vehicle leases range from $594 to $1,241 per month, and their end dates from December 2023 to September 2026. Tools lease payments are $1,285 per month and end March 2027. Total lease expense for the nine months ended September 30, 2022 was $291,230. As of April 21, 2022, as part of the acquisition, the Company recognized initial ROU assets and lease liabilities related to Boston Solar of $1,400,278 and $(1,400,278), respectively. Future minimum lease payments are as follows: Year Ending December 31 2023 (remainder) $ 106,903 2024 414,923 2025 410,937 2026 382,367 2027 258,206 Thereafter 25,896 Total 1,599,232 Less: Interest (211,477 ) Present value of lease liabilities 1,387,755 Less: Current portion (323,319 ) Lease liability, net of current portion $ 1,064,436 | NOTE 6 – LEASES Boston Solar was acquired on April 21, 2022 and has fixed rate non-cancelable operating lease agreements for office, warehouse, and parking real estate, vehicles, and tools. The monthly operating lease payments for real estate are from $4,372 to $18,466 and end September 2027. Vehicle leases range from $644 to $973 per month, and their end dates from December 2023 to September 2026. Tools lease payments are $1,285 per month and end March 2027. Total lease expense for the year ended December 31, 2022 was $81,420. At April 21, 2022, as part of the acquisition, the Company recognized initial ROU assets and lease liabilities related to Boston Solar of $1,400,278 and $(1,400,278), respectively. Future minimum lease payments are as follows: Year Ending December 31 2023 $ 362,284 2024 332,345 2025 328,359 2026 303,923 2027 215,819 Thereafter - Total 1,542,730 Less: Interest (230,949 ) Present value of lease liabilities $ 1,311,781 Less: Current portion (272,575 ) Lease liability, net of current portion $ 1,039,207 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
STOCKHOLDERS' DEFICIT | ||
STOCKHOLDERS EQUITY | NOTE 7 - STOCKHOLDERS’ EQUITY Class A Convertible Preferred Shares As of September 30, 2023, and December 31, 2022, the Company had authorized 80,000,000 shares of Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 0 and 75,725,981 shares were issued and outstanding as of September 30, 2023, and December 31, 2022, respectively. Each share of Class A Stock is convertible at any time into 25 shares of common stock. No dividends are payable unless declared by the Board of Directors. On April 17, 2023, all of the outstanding Class A Stock was converted into common stock at a ratio of one share of Class A Stock into 20 shares of common stock. The reduction in the per-share ratio of 25 shares of common stock to 20 shares resulted in a deemed dividend credit, which is reflected in Net Income Available for Common Stockholders. Class B Convertible Preferred Stock As of September 30, 2023, and December 31, 2022, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 0 shares were issued and outstanding as of September 30, 2023, and December 31, 2022. Class C Convertible Preferred Stock As of September 30, 2023, and December 31, 2022, the Company had authorized 1,500 shares of Class C Preferred Stock, of which 0 and 19 shares were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. Class D Convertible Preferred Shares As of September 30, 2023, and December 31, 2022, the Company had authorized 2,000 shares of Class D Preferred Stock, of which 1,650 and 2,000 shares were issued and outstanding as of September 30, 2023, and December 31, 2022, respectively. The Company has the right to redeem the Class D Preferred Stock, in accordance with the terms stated by the Certificate of Designation. 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. On September 8, 2022, the Company amended the conversion rights so that 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 (a) $42.20; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion. Class E Convertible Preferred Shares As of September 30, 2023, and December 31, 2022, the Company had authorized 5,000 and 2,500 shares, respectively, of Class E Preferred Stock, of which 2,436 and 1,920 shares were issued and outstanding as of September 30, 2023, and December 31, 2022, respectively. On April 7, 2022, the Company entered into a Securities Purchase Agreement (the “GHS Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in three separate tranches, up to $1.5 million of the Company’s Class E Preferred Stock. The first tranche (the “Initial Closing Date”), which closed upon execution of the GHS Purchase Agreement, was for the purchase 707 shares of Class E Preferred Stock for $707,000. The second tranche, which closed 30 days after the Initial Closing Date, was for the purchase of 500 shares of Class E Preferred Stock for $500,000, and the third tranche, which closed approximately 60 days following the Initial Closing Date, was for the purchase of 293 shares of Class E Preferred Stock for $293,000. In addition, the Company issued to GHS (i) an additional 50 shares of Class E Preferred Stock on the Initial Closing Date as an equity incentive and (ii) warrants to purchase 4,129,091 shares of the Company’s common stock at an exercise price of $0.11 per share for a period of five years. On November 3, 2022, the Company entered a Securities Purchase Agreement (the “Purchase Agreement”) with GHS, whereby GHS agreed to purchase 350 shares of the Company’s Class E Preferred Stock in two equal tranches of $175,000. The first tranche (the “Initial Closing Date”), occurred promptly upon execution of the Purchase Agreement, was the purchase of 175 shares of Class E Preferred Stock for $175,000. The second tranche, scheduled for 15 trading days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in the Purchase Agreement, was the purchase of 175 shares of Class E Preferred Stock for $175,000. In addition, the Company issued GHS ten shares of Class E Preferred Stock upon the Initial Closing Date as an equity incentive and agreed to issue ten shares of Class E Preferred Stock upon the closing of the second tranche as an equity incentive. The Company has the right to redeem the Class E Preferred Stock, in accordance with the terms stated by the Certificate of Designation. On January 13, 2023, the Company entered a Securities Purchase Agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase up to Seven Hundred Fifty (750) shares of the Company’s Class E Convertible Preferred Stock (the “Class E Preferred Stock”). Upon the execution of the Purchase Agreement, the Company agreed to sell, and GHS agreed to purchase, one hundred (100) shares of Class E Preferred Stock at price of $1,000 per share of Class E Preferred Stock. Upon the terms and subject to the conditions set forth in the Purchase Agreement, upon satisfaction of the applicable deliveries and closing conditions, the Company agreed to sell, and GHS agreed to purchase, upon a mutually agreed upon date determined by the Company and GHS, three Additional Closings (as defined in the Purchase Agreement), each for the purchase of up-to two hundred and fifty (250) shares of Class E Preferred Stock at price of $1,000 per share of Class E Preferred Stock. In addition, the Company issued GHS twenty-five shares of Class E Preferred Stock upon the Initial Closing Date as an equity incentive. During the nine months ended September 30, 2023, the Company issued 403 shares of Class E Preferred Stock. The Company shall pay a dividend of eight percent (8%) per annum on the Class E Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class E Preferred Stock calculated at the purchase price. The Stated Value of the Class E Preferred Stock is $1,200 per share. The Class E 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).The conversion price (the “ Conversion Price From the date of issuance until the date when the original holder no longer holds any shares of Class E 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 Undesignated Preferred Shares As of September 30, 2023, and December 31, 2022, a total of 19,990,000 and 19,992,500 shares, respectively, of preferred stock remains undesignated and unissued. Common Stock On July 20, 2023, the Company affected a 1 for 400 reverse stock split of our common stock. At the effective time of the reverse stock split, every 400 shares of issued and outstanding common stock were 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. 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. As of September 30, 2023, and December 31, 2022, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share, with 7,348,702 and 285,320 shares issued and outstanding, respectively. Equity Financing and Registration Rights Agreements On January 26, 2023 (the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”) pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twenty four (24) months after an effective registration of the Shares with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”). 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 Put shall be eighty percent (80%) percent of the traded price of the Common Stock during the ten (10) consecutive Trading Days preceding the relevant Trading Day on which GHS receives a Put Notice. Following an up-list of the Company’s Common Stock to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the Market Price, subject to a floor price of $.02 per share, below which the Company shall not deliver a Put. The maximum dollar amount of each Put will not exceed five hundred thousand dollars ($500,000) and the minimum dollar amount of each Put is ten thousand dollars ($10,000). In the event the Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by GHS, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval. Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time. The Company will pay a fee of 2% of the gross proceeds the Company receives from sales of common stock under the Purchase Agreement, to Icon Capital Group, LLC (“Icon”) pursuant to a placement agent agreement between the Company and Icon (the “Placement Agent Agreement”). The Equity Financing Agreement, Placement Agent Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements, and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; or on the date that is twenty-four (24) calendar months from the date the Equity Financing Agreement was executed. Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the SEC the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the Registration Statement is filed with the SEC, but in no event more than 90 days after the Registration Statement is filed. Shares issued during the three months ended September 30, 2023 On July 20, 2023, the Company issued 14,802 shares of common stock directly owned shareholders for rounding up of shares related to reverse share split. On July 21, 2023, the Company issued 42,742 shares of common stock for services and acquisition expenses. On August 7, 2023, the Company issued 2,829,409 shares of common stock to shareholders in street name for rounding up of shares related to the reverse share split. On September 5, 2023, the Company issued 109,400 shares of common stock in exchange for 100 shares of Series D Preferred Stock. | NOTE 7 - STOCKHOLDERS’ EQUITY Class A Convertible Preferred Shares As of December 31, 2022, and December 31, 2021, the Company had authorized 100,000,000 shares of preferred stock, $0.0001 par value per share, of which 80,000,000 shares are designated as Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 75,725,981 and 56,353,015 shares were issued and outstanding as of December 31, 2022, and December 31, 2021, respectively. Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,893,149,525 shares of common stock assuming full conversion of all outstanding shares as of December 31, 2022. No dividends are payable unless declared by the Board of Directors. Each share of Class A Stock votes with the shares of common stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share. On July 12, 2022, the Company awarded a bonus to each of its Chief Executive Officer and President, of 10 million shares of Class A Preferred Stock (the “Preferred Stock”). On July 15, 2022, the Company entered into an agreement with its CEO and President whereby the CEO and President agreed to certain restrictive covenants relating to these shares of Preferred Stock including but not limited to: agreeing to a three year restriction on the ability to sell the Preferred Stock, and a reduction of the conversion ratio under certain circumstances. On July 14, 2022, the Company filed with the State of Nevada an Amended Certificate of Designation for its Class A Preferred Stock of the Company which provided for an increase of the number of authorized shares of Class A Preferred Stock to 80 million Class B Convertible Preferred Stock As of December 31, 2022, and December 31, 2021, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 0 and 48 shares were issued and outstanding as of December 31, 2022, and December 31, 2021, respectively. Class C Convertible 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 19 and 760 shares were issued and outstanding as of December 31, 2022 and December 31, 2021, respectively. The Company has the right to redeem the Class C Preferred Stock, in accordance with the terms stated by 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 (as defined by the Certificate of Designation) of the Class C Preferred Stock is $1,200 per share. On June 8, 2022, the Company amended the conversion rights so that 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 (a) $0.1055; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded volume weighted average price (“VWAP”) for the fifteen (15) trading days preceding a conversion. 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 2,000 shares were issued and outstanding as of December 31, 2022, and December 31, 2021. The Company has the right to redeem the Class D Preferred Stock, in accordance with the terms stated by the Certificate of Designation. 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. On June 8, 2022, the Company amended the conversion rights so that 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 (a) $0.1055; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion. Class E Convertible Preferred Shares On November 3, 2022, t On April 7, 2022, the Company entered a Securities Purchase Agreement (the “GHS Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in three separate tranches, up to $1.5 million of the Company’s Class E Preferred Stock. The first tranche (the “Initial Closing Date”), which closed upon execution of the GHS Purchase Agreement, was for the purchase 707 shares of Class E Preferred Stock for $707,000. The second tranche, which closed 30 days after the Initial Closing Date, was for the purchase of 500 shares of Class E Preferred Stock for $500,000, and the third tranche, which closed approximately 60 days following the Initial Closing Date, was for the purchase of 293 shares of Class E Preferred Stock for $293,000. In addition, the Company issued to GHS (i) an additional 50 shares of Class E Preferred Stock on the Initial Closing Date as an equity incentive and (ii) warrants to purchase 4,129,091 shares of the Company’s common stock at an exercise price of $0.11 per share for a period of five years. On November 3, 2022, the Company entered a Securities Purchase Agreement (the “Purchase Agreement”) with GHS, whereby GHS agreed to purchase 350 shares of the Company’s Class E Preferred Stock in two equal tranches of $175,000. The first tranche (the “Initial Closing Date”), occurred promptly upon execution of the Purchase Agreement, is the purchase of 175 shares of Class E Preferred Stock for $175,000. The second tranche, scheduled for 15 trading days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in the Purchase Agreement, is the purchase of 175 shares of Class E Preferred Stock for $175,000. In addition, the Company issued GHS ten shares of Class E Preferred Stock upon the Initial Closing Date as an equity incentive and agreed to issue ten shares of Class E Preferred Stock upon the closing of the second tranche as an equity incentive. The Company has the right to redeem the Class E Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of eight percent (8%) per annum on the Class E Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class E Preferred Stock calculated at the purchase price. The Stated Value of the Class E Preferred Stock is $1,200 per share. The Class E 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). The conversion price (the “ Conversion Price From the date of issuance until the date when the original holder no longer holds any shares of Class E 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 As of December 31, 2022, a total of 19,992,500 shares of preferred stock remains undesignated and unissued. Common Stock As of December 31, 2022, and 2021, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share, with 114,127,911 and 58,785,924 shares issued and outstanding, respectively. Equity Financing Agreement On September 16, 2021, the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS, pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twelve (12) months after an effective registration of the Shares with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC. Shares issued during the year ended December 31, 2022 On January 3, 2022, the Company issued 1,620,000 shares of common stock pursuant to the Equity Financing Agreement. On January 6, 2022, the Company issued 2,852,925 shares of common stock to a former officer of the Company in exchange for conversion of 114,117 shares of Class A Preferred Stock. On February 1, 2022, the Company issued 2,012,390 shares of common stock pursuant to the Equity Financing Agreement. On February 15, 2022, the Company issue 3,000,000 shares of common stock pursuant to the Equity Financing Agreement. In April 2022, the Company issued 3,257,035 shares of common stock of the Company in exchange for conversion of 130,281 shares of Class A Preferred Stock. In May and June of 2022, the Company issued a total of 6,613,017 shares of common stock to GHS in exchange for conversion of 71 shares of Class B Preferred Stock and 478 shares of Class C Preferred Stock. In May 2022 the Company issued 183,600 shares of common stock each to two former employees for services rendered. In June 2022 the Company issued a total of 2,530,365 shares of common stock to two former owners of Boston Solar as part of an extension agreement. In June 2022 the Company issued 672,830 shares of common stock from a convertible note payable to the former owners of EnergyWyze. In June 2022 the Company issued 8,228,434 shares of common stock to several current and former employees and advisors for services rendered and for closing costs related to Box Pure Air. In July 2022 the Company issued 208,551 shares of common stock to a former employee for services rendered. In August 2022 the Company issued 1,066,477 shares of common stock for an investment. In September 2022, the Company issued 3,522,322 shares of common stock of the Company to GHS in exchange for conversion of 263 shares of Class C Preferred Stock. In September 2022, the Company issued a total of 1,397,461 shares of common stock pursuant to the Equity Financing Agreement. In September 2022 the Company issued 70,955 shares of common stock to a former employee for services rendered. In September 2022 the Company issued 1,298,701 shares of common stock to an investor relations firm for services rendered. In September 2022 the Company issued 304,642 shares of common stock to board members for board related services. In October 2022, the Company issued 4,372,150 shares of common stock to a former officer of the Company in exchange for conversion of 174,886 shares of Class A Preferred Stock. In October 2022, the Company issued 2,620,545 shares of common stock as part of the OID Purchase Agreement. In October 2022, the Company issued 1,872,659 shares of common stock as a bonus to the minority owner of Boston Solar. In November 2022, the Company issued 2,259,572 shares of common stock pursuant to the Equity Financing Agreement. In December 2022, the Company issued 5,193,756 shares of common stock to a former officer of the Company in exchange for conversion of 207,750 shares of Class A Preferred Stock. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS Accrued Officer Compensation As of September 30, 2023, and December 31, 2022, a total of $360,699 and $38,880, respectively, was accrued for unpaid officer wages due the Company’s CEO, and CFO/President under their respective employment agreements. | NOTE 8 – RELATED PARTY TRANSACTIONS Accrued Officer Compensation As of December 31, 2022, and 2021, a total of $38,880 and $116,583, respectively, was accrued for unpaid officer wages and bonuses due the Company’s CEO, CFO and President under their respective employment agreements. Other On April 26, 2021, the Company completed a debt reduction through the sale of Jacksam Corporation owned by the Company with Gregory Lambrecht, former CEO, resulting in the decrease of $547,010 in current liabilities. No gain or losses were incurred with this debt settlement. On May 18, 2021, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with Gregory Lambrecht. Pursuant to the Separation Agreement Mr. Lambrecht resigned as an officer and director of the Company and agreed to terminate his employment agreement with the Company. The Company agreed to pay Mr. Lambrecht $764,480 due in unpaid accrued compensation and $606,372 in indebtedness plus accrued interest through the date of the Agreement (the “Accrued Debt”) as follows: (i) the Company agreed to issue Mr. Lambrecht 362,987 shares of Common Stock (with standard restrictive legend) valued at $0.75 per share, equaling $272,240 (the “Shares”), (ii) the Company agreed to pay Mr. Lambrecht $250,000 within two business days of the date of the Separation Agreement, and (iii) the remaining amount of Accrued Debt of $848,612 will be satisfied through the issuance by the Company of a promissory note (the “Note”). The Note provides for ten percent (10%) per annum interest commencing as of August 1, 2021. The monthly payment amount of principal and interest shall be $21,523, with the first payment of $21,523 due September 1, 2021, and a final payment amount of $21,523 due on August 1, 2025. As of December 31, 2022 and 2021, a total of $0 and $109,385 was accrued for unpaid wages due to two EnergyWyze managers. As of December 31, 2022, the Chief Executive Officer had advances outstanding of $100,000 to Box Pure Air and such amount is included in advances from related party. Boston Solar provides services and is remunerated from a non-profit organization controlled by the minority owner of Boston Solar. The amounts incurred during 2022 were negligible. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. Seller Note Payable 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. | NOTE 9 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. On July 9, 2021 the Company and Singlepoint Direct Solar, LLC (“SDS” or “Direct Solar”) served a complaint (the “Company Complaint”) in the United States District Court for the District of Arizona against Pablo Diaz Curiel, Kjelsey Johnson, and Brian Odle alleging, amongst other things, that the aforementioned individuals: (i) Interference with Direct Solar America’s existing and prospective business opportunities; (ii) Made unauthorized use of, claims of ownership, and/or offers for sale under direct Solar America’s commercial identity; (iii) Misappropriated trade secrets of Direct Solar America; (iv) Breach of the Asset Purchase Agreement originally entered into between the Company and Mr. Diaz and Ms. Johnson (Mr. Diaz and Ms. Johnson); and (v) Breach of the Employment Agreement originally entered into between Direct Solar America and Mr. Diaz. Also on July 9, 2021 the Company was served with a Complaint by Mr. Diaz (and certain other parties) against the Company and certain officers (and former officers) of the Company (the “Diaz Complaint”). On August 11, 2021, an Order was issued consolidating the Company Complaint and the Diaz Complaint which results in the two legal actions being consolidated into one matter, and requiring Defendants to refile their Complaint as a counterclaim. A Counterclaim was submitted by Pablo Diaz Curiel, Kjelsey Johnson, Elijah Chaffino, Dan Shikiar, Jagusa Holdings, Inc. and Brian Odle against the Company and SDS, Greg Lambrecht, Wil Ralston and Corey Lambrecht. The Counterclaim includes but is not limited to the following material allegations: (i) violation of Section 10b-5 of the Exchange Act; (ii) Breach of Contract; (iii) Tortious Interference; (iv) Breach of Fiduciary Duty; (v) Unlawful diversion of ownership, earnings and monies; (vi) Intentional Misrepresentations; and (vii) Engaging in a pattern and practice of acquisitions based on false promises. The Counterclaim was filed September 11, 2021. On July 14, 2021, the Company filed a First Amended Complaint (the “FAC”) adding parties Solar Integrated Roofing Corporation, USA Solar Network, LLC, David Massey, Christina Berume and Jessica Hernandez in addition to Pablo Diaz Curiel, Kjelsey Johnson and Brian Odle as defendants. In the FAC, the Company alleges (amongst other things) that the defendants: (i) Misappropriated trade secrets; (ii) Breached the Asset Purchase Agreement (Mr. Diaz and Ms. Johnson); (iii) Breached the Employment Agreement (Mr. Diaz); (iv) Breached the Implied Covenant of Good Faith and Fair Dealing (Mr. Diaz and Ms. Johnson); (v) Breached Fiduciary Duties (Mr. Diaz); (vi) Engaged in Unfair Competition; (vii) Violated the Arizona Uniform Trade Secrets Act; (viii) Intentionally Interfered with Contract/Business Expectancy; (ix) Converted assets of the Company; (x) Were Unjustly Enriched; and (xi) Committed Violations of the Lanham Act. On August 27, 2021, the Company filed a Second Amended Compliant which includes additional causes of action including Copyright Infringement (USA Solar Network, LLC) and Defamation (Mr. Diaz). On September 10, 2021, Solar Integrated Roofing Corporation, USA Solar Network, LLC and David Massey filed a motion to dismiss the claims as it relates to such parties. On February 22, 2022, a Senior Judge signed the order stating that Defendants SIRC and Massey’s Motion to Dismiss was granted in part and denied in part. With respect to Defendant Massey, the Court dismissed all claims against him for lack of personal jurisdiction. With respect to Defendant SIRC, the Court dismissed the following claims from the Second Amended Complaint under Federal Rule of Civil Procedure 12(b)(6): (a) unfair competition (count seven); (b) intentional interference with contract/business expectancy (count nine); (c) conversion (count ten); and (d) unjust enrichment (count eleven). The remaining claims against Defendant SIRC survived the Motion to Dismiss and remain before the Court. The court ordered that Plaintiffs’ Motion to Compel Arbitration of all of Defendant Diaz’s counterclaims under his Employment Agreement with SDS was granted. The Court ordered the dismissal of the following claims from the FAC: count three in its entirety, count six as to Defendant Diaz, and counts five, nine, ten, eleven, and thirteen as to Diaz, to the extent those claims are based on Diaz’s rights and responsibilities under the Employment Agreement subject to arbitration. The court further ordered that Counterdefendants’ Motion to Dismiss was granted in part and denied in part. On January 9, 2023, the Company announced that it and Direct Solar America have resolved their claims against Pablo Diaz Curiel, Kjelsey Johnson, Brian Odle, Elijah Chaffino, Christina Berume and Jessica Hernandez in the United States District Court, District of Arizona. The claims filed by Pablo Diaz, individually and derivatively on behalf of SinglePoint Direct Solar, LLC, JAGUSA Holdings, LLC, Elijah Chaffino, Kjelsey Johnson, Brian Odle, Direct Solar, LLC and AI Live Transfers against the Company, SinglePoint Direct Solar, LLC, Greg Lambrecht, Wil Ralston and Corey Lambrecht filed in the United States District Court, District of Arizona have also been resolved. The Company and SinglePoint Direct Solar, LLC maintains its claims against SIRC and USA Solar Network. The Company, SinglePoint Direct Solar, LLC and Pablo Diaz Curiel have also resolved the arbitration matter pending before the American Arbitration Association, whereby Mr. Diaz brought wage related claims. 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. Employment Agreements Except for the following agreements, the Company does not have any written agreements with any of its executive officers. The following discussion is a summary of the material terms of the employment agreements and is subject to the full copy of the respective employment agreement (all capitalized terms not otherwise defined herein are defined in the respective employment agreement): In November 2021 the Company entered into an Amendment to Employment Agreement with our CEO, Wil Ralston (the “Ralston Amendment”). The Ralston Amendment includes the following: (i) that the term of the original employment agreement is extended to May 30, 2024 (automatically be extended for additional three-year periods unless either party has provided written termination at least 90 days prior to the expiration of such Term), (ii) Base Salary equal to Two Hundred Eighty Thousand Dollars ($280,000.00) per year, with a minimum automatic Cost of Living increase of 3.0% per year, beginning on January 1, 2022, (iii) one-time cash retention bonus of $5,083,333 and (iv) waiver by Mr. Ralston of any unpaid allowances (estimated $61,500.00) afforded to Mr. Ralston through October 31, 2021 In November 2021 the Company entered into an Amendment to Employment Agreement with Corey Lambrecht (the “Lambrecht Amendment”). The Lambrecht Amendment includes the following: (i) that the term of the original employment agreement is extended to November 23, 2023 (automatically be extended for additional three-year periods unless either party has provided written termination at least 90 days prior to the expiration of such Term), (ii) Base Salary equal to Two Hundred Twenty Five Thousand Dollars ($225,000.00) per year, with a minimum automatic Cost of Living increase of 3.0% per year, beginning on January 1, 2022, (iii) one-time cash retention bonus equal to twenty percent (20%) of the Base Salary, and (iv) waiver by Mr. Lambrecht of any unpaid compensation owed by the Company through October 31, 2021. On January 17, 2020, the Company entered into an employment agreement with Corey Lambrecht to serve as the Chief Financial Officer. The term is for a period of one year; salary is Eighty Thousand Dollars ($80,000.00) 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 by the 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. |
REVENUE CLASSES AND CONCENTRATI
REVENUE CLASSES AND CONCENTRATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
REVENUE CLASSES AND CONCENTRATIONS | ||
REVENUE CLASSES AND CONCENTRATIONS | NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows: Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Revenue by product/service lines: Retail $ 541,360 $ 153,094 Distribution 1,845 2,881 Services 20,240,579 10,519,475 Total $ 20,783,784 $ 12,675,450 Revenue by subsidiary: Singlepoint (parent company) $ 14,696 $ 21,778 Boston Solar 20,215,477 10,244,703 Box Pure Air 523,689 126,821 Direct Solar America 10,800 119,412 DIGS 4,819 7,376 Energy Wyze 14,303 155,360 Total $ 20,783,784 $ 12,675,450 No customer comprised 10% or greater of the Company’s revenue for the nine months ended September 30, 2023. One customer comprised 11% of the Company’s revenue for the nine months ended September 30, 2022. | NOTE 10 – REVENUE CLASSES AND CONCENTRATIONS Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Revenue by product/service lines: Retail $ 2,309,535 $ 405,970 Distribution 2,931 15,591 Services 19,473,683 387,341 Total $ 21,786,149 $ 808,902 Revenue by subsidiary: SinglePoint (parent company) $ 26,888 $ 35,326 Boston Solar 19,124,124 - Box Pure Air 2,277,732 348,877 Direct Solar America 177,879 241,042 DIGS 7,846 37,358 Energy Wyze 171,680 146,299 Total $ 21,786,149 $ 808,902 No customers comprised 10% or greater of the Company's revenue for the years ended December 31, 2022 and 2021. One customer comprised 27% of the Company’s accounts receivable as of December 31, 2022. No customer comprised 10% or greater of the Company’s accounts receivable as of December 31, 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 11 – INCOME TAXES The components of income tax expense for the years ended December 31, 2022, and 2021 consist of the following: 2022 2021 Federal tax statutory rate 21.0 % 21.0 % Permanent differences (6.8 )% (0.2 )% Temporary differences (5.9 )% (2.9 )% Valuation allowance (8.3 )% (17.9 )% Effective rate 0 % 0 % Significant components of the Company’s estimated deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows: 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 3,700,000 $ 2,440,000 Temporary differences (520,000 ) (160,000 ) Total deferred tax asset 3,180,000 2,280,000 Valuation allowance (3,180,000 ) (2,280,000 ) $ - $ - The Company has net operating losses (“NOLs”) as of December 31, 2022, of approximately $18,000,000 for federal tax purposes, which will expire in varying amounts through 2040. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry-forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be substantially limited. The Company has no tax provision for the years ended December 31, 2022 and 2021 due to the net losses and full valuation allowances against net deferred tax assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS On October 3, 2023, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note in the principal amount of $78,500, bearing interest of twelve percent (12%) per annum, and with a maturity date of July 30, 2024. The holder of the note shall have the right from time to time, and at any time during the period beginning on the date of issuance and ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount (as defined in the note), to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of Common Stock, at the conversion price (the “Conversion Price”). The Conversion Price shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). On October 3, 2023, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note in the principal amount of $145,205, with an original issue discount of $16,705. A one-time interest charge of twelve percent (12%) was applied on the issuance date to the principal ($145,205 *.12 = $17,424). Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $18,069 (a total payback to the holder of $162,629). The first payment is due November 15, 2023, with eight (8) subsequent payments due each month thereafter. If an event of default occurs and the holder exercises the option to convert, the conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). | NOTE 12 – SUBSEQUENT EVENTS Litigation On January 9, 2023, the Company announced that it and Direct Solar America have resolved their claims against Pablo Diaz Curiel, Kjelsey Johnson, Brian Odle, Elijah Chaffino, Christina Berume and Jessica Hernandez in the United States District Court, District of Arizona. The claims filed by Pablo Diaz, individually and derivatively on behalf of SinglePoint Direct Solar, LLC, JAGUSA Holdings, LLC, Elijah Chaffino, Kjelsey Johnson, Brian Odle, Direct Solar, LLC and AI Live Transfers against the Company, SinglePoint Direct Solar, LLC, Greg Lambrecht, Wil Ralston and Corey Lambrecht filed in the United States District Court, District of Arizona have also been resolved. The Company and SinglePoint Direct Solar, LLC maintains its claims against SIRC and USA Solar Network. The Company, SinglePoint Direct Solar, LLC and Pablo Diaz Curiel have also resolved the arbitration matter pending before the American Arbitration Association, whereby Mr. Diaz brought wage related claims. Securities Purchase Agreement On January 13, 2023, the Company entered a Securities Purchase Agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase up to Seven Hundred Fifty (750) shares of the Company’s Class E Convertible Preferred Stock (the “Class E Preferred Stock”). Upon the execution of the Purchase Agreement, the Company agreed to sell, and GHS agreed to purchase, one hundred (100) shares of Class E Preferred Stock at price of $1,000 per share of Class E Preferred Stock. Upon the terms and subject to the conditions set forth in the Purchase Agreement, upon satisfaction of the applicable deliveries and closing conditions, the Company agreed to sell, and GHS agreed to purchase, upon a mutually agreed upon date determined by the Company and GHS, three Additional Closings (as defined in the Purchase Agreement), each for the purchase of up-to two hundred and fifty (250) shares of Class E Preferred Stock at price of $1,000 per share of Class E Preferred Stock. In addition, the Company issued GHS twenty-five shares of Class E Preferred Stock upon the Initial Closing Date as an equity incentive. Certificate of Designation On January 24, 2023, the Company filed with the State of Nevada an Amended and Restated Certificate of Designation for its Class E Convertible Preferred Stock of the Company which provided for an increase of the number of authorized shares of Class E Preferred Stock to five thousand (5,000). Equity Financing and Registration Rights Agreements On January 26, 2023 (the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”) pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twenty four (24) months after an effective registration of the Shares with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”). 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 Put shall be eighty percent (80%) percent of the traded price of the Common Stock during the ten (10) consecutive Trading Days preceding the relevant Trading Day on which GHS receives a Put Notice. Following an up-list of the Company’s Common Stock to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the Market Price, subject to a floor price of $.02 per share, below which the Company shall not deliver a Put. The maximum dollar amount of each Put will not exceed five hundred thousand dollars ($500,000) and the minimum dollar amount of each Put is ten thousand dollars ($10,000). In the event the Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by GHS, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval. Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time. The Company will pay a fee of 2% of the gross proceeds the Company receives from sales of common stock under the Purchase Agreement, to Icon Capital Group, LLC (“Icon”) pursuant to a placement agent agreement between the Company and Icon (the “Placement Agent Agreement”). The Equity Financing Agreement, Placement Agent Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements, and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; or on the date that is twenty-four (24) calendar months from the date the Equity Financing Agreement was executed. Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within 30 days after the date the Registration Statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of September | The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022, and the accounts of Boston Solar as of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023, and the period from April 21, 2022 (acquisition date) through September 30, 2022. All significant intercompany transactions have been eliminated in consolidation. | The consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of December 31, 2022, and December 31, 2021, and for the years then ended, and the accounts of Boston Solar as of December 31, 2022, and the period from April 21, 2022 (acquisition date) through December 31, 2022. All significant intercompany transactions have been eliminated in consolidation. 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. Inventory of $63,456 went to 1606 Corp. in exchange for a note receivable. All 1606 Corp. brand, web, social, and media content, were included with the spin out for the business to be a fully operational entity at time of completion. |
Use of Estimates in the Preparation of Financial Statements | The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. | 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. |
Reclassifications | Certain 2022 amounts have been reclassified to conform to the 2023 presentation. | |
Reverse Stock-split | On July 20, 2023, we affected a 1 for 400 reverse stock split of our common stock. At the effective time of the reverse stock split, every 400 shares of issued and outstanding common stock were 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. | On March 26, 2021, we affected a 1 for 75 reverse stock splits of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were 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. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of ninety days or less at the time of purchase to be cash equivalents. The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company had no deposits in excess of amounts insured by the FDIC as of September 30, 2023. | 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 $265,729 of deposits in excess of amounts insured by the FDIC as of December 31, 2022. |
Revenues | The Company records revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS, Singlepoint (parent company)), (2) Distribution (DIGS) and, (3) Services Revenue (Boston Solar, Direct Solar of America, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Boston Solar (3) Box Pure Air (4) DIGS (5) Direct Solar of America (6) EnergyWyze Retail Sales. Distribution Revenue. Services Revenue. Returns and other adjustments Construction Contract Performance Obligations, Revenues and Costs The primary method used to estimate standalone selling price of each performance obligation is the expected cost plus a margin approach, under which the Company estimates the costs of satisfying the performance obligations and then adds appropriate margins. The Company recognizes revenue over time on its contracts when it satisfies a performance obligation by continuously transferring control to a customer. The customer typically controls the contract and related service, as evidenced by contractual termination clauses or by contract terms specifying the Company’s rights to payment for work performed to date, plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. Management has determined that using contract costs as an input method depicts the continuous transfer of control to customers as the Company incurs these costs from fixed-price or lump-sum contracts. Under this method, actual direct contract costs incurred are compared to total estimated contract costs for each contract to determine a percentage depicting progress toward contract completion or satisfaction of performance obligations. This percentage is applied to the contract price or allocated transaction price to determine the amount of cumulative revenue to recognize. Contract costs include all installed materials, direct labor and subcontract costs. Operating costs are charged to expense as incurred. Contract costs incurred that do not contribute to satisfying performance obligations and are not reflective of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation. | The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS, Singlepoint (parent company)), (2) Distribution (DIGS) and, (3) Services Revenue (Boston Solar, Direct Solar, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Boston Solar (3) Box Pure Air (4) DIGS (5) Direct Solar (6) EnergyWyze Retail Sales. Distribution Revenue. Services Revenue. Returns and other adjustments Construction Contract Performance Obligations, Revenues and Costs The primary method used to estimate standalone selling price of each performance obligation is the expected cost plus a margin approach, under which the Company estimates the costs of satisfying the performance obligations and then adds appropriate margins. The Company recognizes revenue over time on its contracts when it satisfies a performance obligation by continuously transferring control to a customer. The customer typically controls the contract and related service, as evidenced by contractual termination clauses or by contract terms specifying the Company’s rights to payment for work performed to date, plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. Management has determined that using contract costs as an input method depicts the continuous transfer of control to customers as the Company incurs these costs from fixed-price or lump-sum contracts. |
Returns and other adjustments | Under this method, actual direct contract costs incurred are compared to total estimated contract costs for each contract to determine a percentage depicting progress toward contract completion or satisfaction of performance obligations. This percentage is applied to the contract price or allocated transaction price to determine the amount of cumulative revenue to recognize. Contract costs include all installed materials, direct labor and subcontract costs. Operating costs are charged to expense as incurred. Contract costs incurred that do not contribute to satisfying performance obligations and are not reflective of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation. | |
Contract Estimates | The estimation of total revenue and cost at completion requires significant judgment and involves the use of various estimation techniques. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenue. Such changes are recognized in the period in which the revisions are determined. If, at any time, the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period in which it is identified. | The estimation of total revenue and cost at completion requires significant judgment and involves the use of various estimation techniques. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenue. Such changes are recognized in the period in which the revisions are determined. If, at any time, the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period in which it is identified. |
Contract Modifications | Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and are accounted for as part of the existing contract. | Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and are accounted for as part of the existing contract. |
Contract Assets and Liabilities | Billing practices are governed by the contract terms of each project based primarily on costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time. Contract assets represent revenues recognized in excess of amounts billed. Contract liabilities represents billings in excess of revenues recognized. Accrued revenue includes amounts which have met the criteria for revenue recognition and have not yet been billed to the client. The Company’s residential contracts include payments terms that call for payment upon receipt of the invoice, and their commercial contracts call for payment between 15 and 60 days from the invoice date, primarily within 30 days. | Billing practices are governed by the contract terms of each project based primarily on costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time. Contract assets represent revenues recognized in excess of amounts billed. Contract liabilities represents billings in excess of revenues recognized. Accrued revenue includes amounts which have met the criteria for revenue recognition and have not yet been billed to the client. The Company’s residential contracts include payments terms that call for payment upon receipt of the invoice, and their commercial contracts call for payment between 15 and 60 days from the invoice date, primarily within 30 days. |
Accounts Receivable | The Company carries its accounts receivable at the amount management expects to collect from outstanding receivables. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on historic write offs and collections and current credit conditions. Accounts receivable are net of an allowance for doubtful accounts of $116,417 and $51,706 as of September 30, 2023, and December 31, 2022, respectively. During the three and nine months ended September 30, 2023, the Company wrote off $0 and $23,826, respectively, of receivables. | The Company carries its accounts receivable at the amount management expects to collect from outstanding receivables. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on historic write offs and collections and current credit conditions. Accounts receivable is net of an allowance for doubtful accounts of $51,706 and $0 as of December 31, 2022, and December 31, 2021, respectively. During the twelve months ended December 31, 2022 and 2021, the Company did not write off any receivables. |
Inventory | Inventory consists primarily of photovoltaic modules, inverters, racking and associated finished parts required for the assembly of photovoltaic systems. Inventories are valued at the lower of cost or net realizable value determined by the first-in, first-out method. The Company writes down its inventory for estimated obsolescence equal to the difference between the carrying value of the inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory is net of a reserve for obsolescence of $263,128 and $326,239 as of September 30, 2023, and December 31, 2022, respectively. | Inventory consists primarily of photovoltaic modules, inverters, racking and associated finished parts required for the assembly of photovoltaic systems. Inventories are valued at the lower of cost or net realizable value determined by the first-in, first-out method. The Company writes down its inventory for estimated obsolescence equal to the difference between the carrying value of the inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory is net of a reserve for obsolescence of $326,239 and $0 as of December 31, 2022, and December 31, 2021, respectively. |
Accrued Warranty and Production Guarantee Liabilities | As a standard practice, the Company warranties its labor for ten years from the completion date of the installation projects and passes through manufacturer warranties on products installed. These warranties are not separately priced, therefore, costs related to the warranties are accrued when management determines they are able to estimate them. Management has not separately accounted for the actual warranty costs each year, and has accrued based on their best estimates as of each year end. As a standard practice, the Company provides a two-year production guarantee on installed solar systems. These production guarantees are not separately priced, therefore, costs related to production guarantees are accrued based on management’s best estimates as of each year end. Separately, the Company offers customers an optional ten-year production guarantee that can be purchased for $1,000. Such amounts are deferred when received and recognized ratably over the guarantee period. | As a standard practice, the Company warranties its labor for ten years from the completion date of their installation projects and passes through manufacturer warranties on products installed. These warranties are not separately priced, therefore, costs related to the warranties are accrued when management determines they are able to estimate them. Management has not separately accounted for the actual warranty costs each year, and has accrued based on their best estimates as of each year end. As a standard practice, the Company provides a two-year production guarantee on installed solar systems. These production guarantees are not separately priced, therefore, costs related to production guarantees are accrued based on management’s best estimates as of each year end. Separately, the Company offers customers an optional ten-year production guarantee that can be purchased for $1,000. Such amounts are deferred when received and recognized ratably over the guarantee period. |
Convertible Instruments | The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with 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. | 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. |
Leases | ASC 842, “Leases”, requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. | ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
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. | The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. |
Earnings (loss) Per Common Share | Basic net income (loss) per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. The Company’s potentially dilutive securities, which include common shares issuable under certain preferred shares classes and convertible notes, and warrants, have been included in the computation of diluted net income per share for the nine-month period ended September 30, 2023. Diluted net income per share for the nine-month period ending September 30, 2023, was calculated by dividing the net income by the weighted-average number of common shares outstanding for the period determined using the treasury-stock method and the if-converted method. For the three-month period ending September 30, 2023, and for three and nine-month periods ending September 30, 2022, the potentially dilutive securities were excluded from the computation of diluted loss per share as the effect would be to reduce the net loss per common share. Therefore, the weighted-average common stock outstanding is used to calculate both basic and diluted net loss per share for the three-month period ending September 30, 2023, and for three and nine-months periods ending September 30, 2022. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Three months Ended September 30, Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) available for common stockholders $ (1,270,860 ) $ (1,604,848 ) $ 5,771,277 $ (6,353,921 ) Denominator: Weighted-average shares to compute basic earnings per share 6,106,457 227,829 3,357,450 206,404 Class D preferred stock, including preferred dividends - - 1,825,883 - Class E preferred stock, including preferred dividends - - 2,694,383 - Convertible notes - - 896,697 - Warrants - - 10,323 - Weighted-average shares to compute diluted earnings per share 6,106,457 227,829 8,784,736 206,404 Income (loss) per share: Basic $ (0.21 ) $ (7.04 ) $ 1.72 $ (30.78 ) Diluted $ (0.21 ) $ (7.04 ) $ 0.66 $ (30.78 ) | Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Year Ended December 31, 2022 Year Ended December 31, 2021 Class A Preferred Stock 1,893,149,525 1,408,825,375 Class B Preferred Stock - 314,754 Class C Preferred Stock, including accrued dividends 688,598 747,540 Class D Preferred Stock, Including accrued dividends 47,352,673 1,395,349 Class E Preferred Stock, including accrued dividends 45,053,832 - Convertible Notes 18,175,060 20,000 Warrants 4,129,091 - Potentially dilutive securities 2,008,548,779 1,411,303,018 |
Fair Value Measurements | 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, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. The 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. | 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, 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. |
Recently Issued Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In September 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 requires immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU 2016-13 had no material impact on the Company’s consolidated financial statements for the interim period ended September 30, 2023. | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company's fiscal year beginning March 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017- 04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). |
Subsequent Events | Other than the events described in Note 11, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the consolidated financial statements were issued and filed with the SEC. | Other than the events described in Note 12, 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. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of antidilutive securities excluded from computation of earnings per share | Three months Ended September 30, Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net income (loss) available for common stockholders $ (1,270,860 ) $ (1,604,848 ) $ 5,771,277 $ (6,353,921 ) Denominator: Weighted-average shares to compute basic earnings per share 6,106,457 227,829 3,357,450 206,404 Class D preferred stock, including preferred dividends - - 1,825,883 - Class E preferred stock, including preferred dividends - - 2,694,383 - Convertible notes - - 896,697 - Warrants - - 10,323 - Weighted-average shares to compute diluted earnings per share 6,106,457 227,829 8,784,736 206,404 Income (loss) per share: Basic $ (0.21 ) $ (7.04 ) $ 1.72 $ (30.78 ) Diluted $ (0.21 ) $ (7.04 ) $ 0.66 $ (30.78 ) | Year Ended December 31, 2022 Year Ended December 31, 2021 Class A Preferred Stock 1,893,149,525 1,408,825,375 Class B Preferred Stock - 314,754 Class C Preferred Stock, including accrued dividends 688,598 747,540 Class D Preferred Stock, Including accrued dividends 47,352,673 1,395,349 Class E Preferred Stock, including accrued dividends 45,053,832 - Convertible Notes 18,175,060 20,000 Warrants 4,129,091 - Potentially dilutive securities 2,008,548,779 1,411,303,018 |
CONTRACT ASSETS (Tables)
CONTRACT ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CONTRACT ASSETS | ||
Schedule of Deferred costs and estimated earnings | September 30, 2023 December 31, 2022 Deferred costs $ 1,054,354 $ 311,911 Estimated earnings - - Total deferred costs and estimated earnings 1,054,354 311,911 Billings to date 145,919 92,938 Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts $ 1,200,273 $ 404,849 | 2022 2021 Deferred costs $ 311,911 $ - Estimated earnings - - 311,911 - Add: billings to date 92,938 - Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts $ 404,849 $ - |
ACQUISITIONS, GOODWILL, INTANGI
ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS | ||
Schedule of Estimated Fair value of assets acquired | Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 | Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 |
Schedule of Proforma Information | Three months Ended September 30, 2023 2022 Revenue, net $ 6,914,934 $ 5,333,803 Net loss $ (1,355,700 ) $ (3,348,902 ) | Twelve Months Ended December 31, 2022 2021 Revenue, net $ 27,385,051 $ 18,500,837 Net loss $ (9,609,240 ) $ (6,148,422 ) |
Schedule of goodwill | Boston Solar Box Pure Air Total Balances as of December 31, 2022: $ 6,785,416 $ 414,151 $ 7,199,567 Aggregate goodwill acquired - - - Impairment losses - - - Balances as of September 30, 2023 $ 6,785,416 $ 414,151 $ 7,199,567 | Boston Solar Direct Solar America Box Pure Air EnergyWyze Total Balances at December 31, 2021: $ - $ 1,212,969 $ 414,151 $ 75,000 $ 1,702,119 Aggregate goodwill acquired 6,785,416 - - - 6,785,416 Impairment losses - (1,212,969 ) - (75,000 ) (1,287,969 ) Balances at December 31, 2022: $ 6,785,416 $ - $ 414,151 $ - $ 7,199,567 |
Company's intangible assets (excluding goodwill | IP/ Technology Tradename Trademarks Non- Competes Total Balances as of December 31, 2022: $ 394,984 $ 2,801,290 $ 94,968 $ 3,291,242 Intangibles acquired - - - - Less: Amortization 46,926 225,612 30,798 303,336 Balances as of September 30, 2023 $ 348,058 $ 2,575,678 $ 64,170 $ 2,987,906 | IP/ Technology Tradename Trademarks Non- Competes Other Total Balances at December 31, 2021: $ - $ - $ - $ 34,485 $ 34,485 Intangibles acquired 438,000 3,008,100 123,200 - 3,569,300 Less: Amortization 43,016 206,810 28,232 34,485 312,543 Balances at December 31, 2022 $ 394,984 $ 2,801,290 $ 94,968 $ - $ 3,291,242 |
ScheduleOfProformaInformationTableTextBlock | Year Ending December 31, 2023 (Remainder) $ 101,112 2024 404,448 2025 376,224 2026 363,384 2027 363,384 Thereafter 1,379,354 Total $ 2,987,906 | Estimated amortization expense: Year Ending December 31, 2023 $ 404,448 2024 404,448 2025 376,224 2026 363,384 2027 363,384 Thereafter 1,379,354 Total $ 3,291,242 |
GOODWILL, INTANGIBLE ASSETS, _2
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS | ||
Schedule of Estimated Fair value of assets acquired | Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 | Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 |
Schedule of Proforma Information | Three months Ended September 30, 2023 2022 Revenue, net $ 6,914,934 $ 5,333,803 Net loss $ (1,355,700 ) $ (3,348,902 ) | Twelve Months Ended December 31, 2022 2021 Revenue, net $ 27,385,051 $ 18,500,837 Net loss $ (9,609,240 ) $ (6,148,422 ) |
Schedule of goodwill | Boston Solar Box Pure Air Total Balances as of December 31, 2022: $ 6,785,416 $ 414,151 $ 7,199,567 Aggregate goodwill acquired - - - Impairment losses - - - Balances as of September 30, 2023 $ 6,785,416 $ 414,151 $ 7,199,567 | Boston Solar Direct Solar America Box Pure Air EnergyWyze Total Balances at December 31, 2021: $ - $ 1,212,969 $ 414,151 $ 75,000 $ 1,702,119 Aggregate goodwill acquired 6,785,416 - - - 6,785,416 Impairment losses - (1,212,969 ) - (75,000 ) (1,287,969 ) Balances at December 31, 2022: $ 6,785,416 $ - $ 414,151 $ - $ 7,199,567 |
Company's intangible assets (excluding goodwill) | IP/ Technology Tradename Trademarks Non- Competes Total Balances as of December 31, 2022: $ 394,984 $ 2,801,290 $ 94,968 $ 3,291,242 Intangibles acquired - - - - Less: Amortization 46,926 225,612 30,798 303,336 Balances as of September 30, 2023 $ 348,058 $ 2,575,678 $ 64,170 $ 2,987,906 | IP/ Technology Tradename Trademarks Non- Competes Other Total Balances at December 31, 2021: $ - $ - $ - $ 34,485 $ 34,485 Intangibles acquired 438,000 3,008,100 123,200 - 3,569,300 Less: Amortization 43,016 206,810 28,232 34,485 312,543 Balances at December 31, 2022 $ 394,984 $ 2,801,290 $ 94,968 $ - $ 3,291,242 |
Schedule of Maturity of estimated amortization expense | Year Ending December 31, 2023 (Remainder) $ 101,112 2024 404,448 2025 376,224 2026 363,384 2027 363,384 Thereafter 1,379,354 Total $ 2,987,906 | Estimated amortization expense: Year Ending December 31, 2023 $ 404,448 2024 404,448 2025 376,224 2026 363,384 2027 363,384 Thereafter 1,379,354 Total $ 3,291,242 |
LEASE (Tables)
LEASE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
LEASE (Tables) | ||
Schedule of Future minimum lease payments | Year Ending December 31 2023 (remainder) $ 106,903 2024 414,923 2025 410,937 2026 382,367 2027 258,206 Thereafter 25,896 Total 1,599,232 Less: Interest (211,477 ) Present value of lease liabilities 1,387,755 Less: Current portion (323,319 ) Lease liability, net of current portion $ 1,064,436 | Future minimum lease payments are as follows: Year Ending December 31 2023 $ 362,284 2024 332,345 2025 328,359 2026 303,923 2027 215,819 Thereafter - Total 1,542,730 Less: Interest (230,949 ) Present value of lease liabilities $ 1,311,781 Less: Current portion (272,575 ) Lease liability, net of current portion $ 1,039,207 |
REVENUE CLASSES AND CONCENTRA_2
REVENUE CLASSES AND CONCENTRATIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
REVENUE CLASSES AND CONCENTRATIONS | ||
Summary of operating revenue for disaggregated revenue purposes | Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Revenue by product/service lines: Retail $ 541,360 $ 153,094 Distribution 1,845 2,881 Services 20,240,579 10,519,475 Total $ 20,783,784 $ 12,675,450 Revenue by subsidiary: Singlepoint (parent company) $ 14,696 $ 21,778 Boston Solar 20,215,477 10,244,703 Box Pure Air 523,689 126,821 Direct Solar America 10,800 119,412 DIGS 4,819 7,376 Energy Wyze 14,303 155,360 Total $ 20,783,784 $ 12,675,450 | Year Ended December 31, 2022 Year Ended December 31, 2021 Revenue by product/service lines: Retail $ 2,309,535 $ 405,970 Distribution 2,931 15,591 Services 19,473,683 387,341 Total $ 21,786,149 $ 808,902 Revenue by subsidiary: SinglePoint (parent company) $ 26,888 $ 35,326 Boston Solar 19,124,124 - Box Pure Air 2,277,732 348,877 Direct Solar America 177,879 241,042 DIGS 7,846 37,358 Energy Wyze 171,680 146,299 Total $ 21,786,149 $ 808,902 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of components of income tax expense | 2022 2021 Federal tax statutory rate 21.0 % 21.0 % Permanent differences (6.8 )% (0.2 )% Temporary differences (5.9 )% (2.9 )% Valuation allowance (8.3 )% (17.9 )% Effective rate 0 % 0 % |
Schedule of deferred tax assets and liabilities | 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 3,700,000 $ 2,440,000 Temporary differences (520,000 ) (160,000 ) Total deferred tax asset 3,180,000 2,280,000 Valuation allowance (3,180,000 ) (2,280,000 ) $ - $ - |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 21, 2022 | Feb. 26, 2021 | Jan. 26, 2021 | May 14, 2019 | |
NET INCOME (LOSS) | $ (1,270,860) | $ (1,604,848) | $ (4,797,453) | $ (6,353,921) | $ (8,852,677) | $ (5,373,015) | ||||
Working Capital Deficit | (19,039,757) | (19,039,757) | 14,605,687 | |||||||
Cash | 438,221 | 438,221 | $ 564,242 | $ 191,485 | ||||||
Income (Loss) Attributable to Parent, before Tax | (4,797,453) | |||||||||
Accumulated deficit | $ (100,236,691) | $ (100,236,691) | ||||||||
Boston Solar [Member] | ||||||||||
Membership interest, percentage | 80.10% | 80.10% | 80.10% | 80.10% | ||||||
Box Pure Air, LLC [Member] | ||||||||||
Membership interest, percentage | 100% | 100% | 100% | 51% | ||||||
Discount Indoor Garden Supply, Inc. [Member] | ||||||||||
Membership interest, percentage | 90% | 90% | 90% | |||||||
ShieldSaver, LLC [Member] | ||||||||||
Membership interest, percentage | 51% | 51% | 51% | |||||||
Direct Solar America [Member] | ||||||||||
Equity ownership, percentage | 51% | 51% | 51% | 51% | ||||||
Undesignated Preferred Stock [Member] | ||||||||||
Membership interest, percentage | 100% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Potentially dilutive securities | 2,008,548,779 | 1,411,303,018 | ||||
Net income (loss) available for common stockholders | $ (1,270,860) | $ (1,604,848) | $ 5,771,277 | $ (6,353,921) | ||
Weighted average shares outstanding - diluted | 6,106,457 | 227,829 | 8,784,736 | 206,404 | ||
Weighted-average shares to compute basic earnings per share | 6,106,457 | 227,829 | 3,357,450 | 206,404 | ||
Net income (loss) per share - basic | $ (0.21) | $ (7.04) | $ 1.72 | $ (30.78) | ||
Net income (loss) per share - diluted | $ (0.21) | $ (7.04) | $ 0.66 | $ (30.78) | ||
Class D Preferred Stock | ||||||
Potentially dilutive securities | 1,825,883 | 47,352,673 | 1,395,349 | |||
Class E Preferred Stock | ||||||
Potentially dilutive securities | 2,694,383 | 45,053,832 | ||||
Convertible Notes | ||||||
Potentially dilutive securities | 896,697 | 18,175,060 | 20,000 | |||
Warrant [Member] | ||||||
Potentially dilutive securities | 10,323 | 4,129,091 | ||||
Class A Preferred Stock | ||||||
Potentially dilutive securities | 1,893,149,525 | 1,408,825,375 | ||||
Class C Preferred Stocks | ||||||
Potentially dilutive securities | 688,598 | 747,540 | ||||
Class B Preferred Stocks | ||||||
Potentially dilutive securities | 314,754 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts | $ 116,417 | $ 51,706 | $ 0 | |
Inventory | 263,128 | 326,239 | $ 0 | |
Production purchase | 1,000 | $ 1,000 | ||
Write off receivables | $ 0 | $ 23,826 | ||
Convertible Class B Preferred Stock [Member] | ||||
Reverse Stock-split description | 1 for 75 reverse stock splits of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common sto |
CONTRACT ASSETS (Details)
CONTRACT ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONTRACT ASSETS | ||||
Deferred costs | $ 1,054,354 | $ 311,911 | $ 311,911 | $ 0 |
Estimated earnings | 0 | 0 | 0 | 0 |
Deferred costs and estimated earnings | 1,054,354 | 311,911 | 311,911 | 0 |
Billings to date | 145,919 | 92,938 | 92,938 | 0 |
Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts | $ 1,200,273 | $ 404,849 | $ 404,849 | $ 0 |
ACQUISITIONS, GOODWILL, INTAN_2
ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details) - USD ($) | 1 Months Ended | ||||
Apr. 21, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 21, 2021 | |
Goodwill | $ 7,199,567 | $ 7,199,567 | $ 1,702,119 | ||
IP/technology | |||||
Intangible asset | $ 438,000 | $ 438,000 | |||
Intangible asset useful life | 7 years | ||||
Non-compete | |||||
Intangible asset | $ 123,200 | 123,200 | |||
Intangible asset useful life | 3 years | ||||
tradename/trademarks | |||||
Intangible asset | $ 3,008,100 | 3,008,100 | |||
Intangible asset useful life | 10 years | ||||
Boston Solar Acquisitions [Member] | |||||
Percent for consideration paid | 80.10% | ||||
Goodwill | $ 6,785,416 | 6,785,416 | |||
Tangible assets | 4,787,928 | 4,787,928 | |||
Total Liablities | (7,571,036) | (7,571,036) | |||
Non-controlling Interest | (1,506,750) | (1,506,750) | |||
Total purchase price | $ 6,064,858 | $ 6,064,858 |
ACQUISITIONS, GOODWILL, INTAN_3
ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 1) - Boston Solar Acquisition [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, net | $ 6,914,934 | $ 5,333,803 | $ 27,385,051 | $ 18,500,837 |
Net loss | $ (1,355,700) | $ (3,348,902) | $ (9,609,240) | $ (6,148,422) |
ACQUISITIONS, GOODWILL, INTAN_4
ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill, beginning | $ 7,199,567 | $ 1,702,119 |
Impairment losses | 0 | (1,287,969) |
Aggregate goodwill acquired | 0 | 6,785,416 |
Goodwill, ending | 7,199,567 | 7,199,567 |
Boston Solars [Member] | ||
Goodwill, beginning | 6,785,416 | 0 |
Impairment losses | 0 | 0 |
Aggregate goodwill acquired | 0 | 6,785,416 |
Goodwill, ending | 6,785,416 | 6,785,416 |
Direct Solars America [Member] | ||
Goodwill, beginning | 1,212,969 | |
Impairment losses | (1,212,969) | |
Aggregate goodwill acquired | 0 | |
Goodwill, ending | 0 | |
Box Pure Airs [Member] | ||
Goodwill, beginning | 414,151 | 414,151 |
Impairment losses | 0 | 0 |
Aggregate goodwill acquired | 0 | 0 |
Goodwill, ending | $ 414,151 | 414,151 |
EnergyWyzes [Member] | ||
Goodwill, beginning | 75,000 | |
Impairment losses | (75,000) | |
Aggregate goodwill acquired | 0 | |
Goodwill, ending | $ 0 |
ACQUISITIONS, GOODWILL, INTAN_5
ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 3) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, beginning | $ 3,291,242 | $ 34,485 | ||
Intanginle acquired | 0 | 3,569,300 | ||
Less: Amortization | 303,336 | $ 187,836 | 312,543 | $ 14,520 |
Intangible asset, ending | 2,987,906 | 3,291,242 | ||
IP/technology | ||||
Intangible assets, beginning | 394,984 | 0 | ||
Intanginle acquired | 0 | 438,000 | ||
Less: Amortization | 46,926 | 43,016 | ||
Intangible asset, ending | 348,058 | 394,984 | ||
Non-compete | ||||
Intangible assets, beginning | 94,968 | 0 | ||
Intanginle acquired | 0 | 123,200 | ||
Less: Amortization | 30,798 | 28,232 | ||
Intangible asset, ending | 64,170 | 94,968 | ||
tradename/trademarks | ||||
Intangible assets, beginning | 2,801,290 | 0 | ||
Intanginle acquired | 0 | 3,008,100 | ||
Less: Amortization | 225,612 | 206,810 | ||
Intangible asset, ending | $ 2,575,678 | 2,801,290 | ||
Other | ||||
Intangible assets, beginning | 34,485 | |||
Intanginle acquired | 0 | |||
Less: Amortization | 34,485 | |||
Intangible asset, ending | $ 0 |
ACQUISITIONS, GOODWILL, INTAN_6
ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 4) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS | ||
2023 | $ 101,112 | $ 404,448 |
2024 | 404,448 | 404,448 |
2025 | 376,224 | 376,224 |
2026 | 363,384 | 363,384 |
2027 | 363,384 | 363,384 |
Thereafter | 1,379,354 | 1,379,354 |
Total | $ 2,987,906 | $ 3,291,242 |
ACQUISITIONS, GOODWILL, INTAN_7
ACQUISITIONS, GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 09, 2022 | Apr. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
NET INCOME (LOSS) | $ (1,270,860) | $ (1,604,848) | $ (4,797,453) | $ (6,353,921) | $ (8,852,677) | $ (5,373,015) | ||
Revenue | $ 19,124,124 | $ 6,914,934 | $ 6,589,227 | 20,783,784 | $ 12,675,450 | 21,786,149 | $ 808,902 | |
Boston Solar Acquisitions [Member] | ||||||||
Total consideration | 6,064,858 | |||||||
Fair value of stock | 1,252,273 | |||||||
Issuance of promissory note with a fair value | 897,306 | |||||||
Issuance of convertible promissory note | 1,378,111 | |||||||
Holdback additional cash | 250,000 | |||||||
Cash paid for acquisition | $ 2,287,168 | |||||||
Common stock shares | 14,781,938 | |||||||
Percent of consideration paid | 80.10% | |||||||
Acquisition related expenses | $ 587,000 | |||||||
NET INCOME (LOSS) | (528,871,242,225) | 332,995 | ||||||
Revenue | $ 20,215,477 | |||||||
Impairment in goodwill | $ 1,287,969 | |||||||
Investments description | (i) make an investment in Frontline for a 13.3% membership interest in exchange for $100,000 of the Company’s shares (the number of shares determined by a 30-day Volume Weighted Average Price(“vwap”) calculation, which were subsequently fair valued on August 9, 2022); (ii) issue a promissory note to Frontline for $150,000 ; and (iii) purchase the remaining interest (86.7%) membership interest for a cash consideration of $500,000 minus any outstanding principal and interest outstanding under the promissory note, subject to certain closing conditions (the “Second Closing”). In the event that Second Closing does not occur then the promissory note would convert into an additional 6.6% membership interest of Frontline for a total ownership interest of 19.9% for the Company. |
GOODWILL, INTANGIBLE ASSETS, _3
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details) - USD ($) | 1 Months Ended | ||||
Apr. 21, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 21, 2021 | |
Goodwill | $ 7,199,567 | $ 7,199,567 | $ 1,702,119 | ||
IP/technology | |||||
Intangible asset | $ 438,000 | $ 438,000 | |||
Intangible asset useful life | 7 years | ||||
Non-compete | |||||
Intangible asset | $ 123,200 | 123,200 | |||
Intangible asset useful life | 3 years | ||||
tradename/trademarks | |||||
Intangible asset | $ 3,008,100 | 3,008,100 | |||
Intangible asset useful life | 10 years | ||||
Boston Solar Acquisitions [Member] | |||||
Goodwill | $ 6,785,416 | 6,785,416 | |||
Tangible assets | 4,787,928 | 4,787,928 | |||
Total Liablities | (7,571,036) | (7,571,036) | |||
Non-controlling Interest | (1,506,750) | (1,506,750) | |||
Total purchase price | $ 6,064,858 | $ 6,064,858 |
GOODWILL, INTANGIBLE ASSETS, _4
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 1) - Boston Solar Acquisition [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, net | $ 6,914,934 | $ 5,333,803 | $ 27,385,051 | $ 18,500,837 |
Net loss | $ (1,355,700) | $ (3,348,902) | $ (9,609,240) | $ (6,148,422) |
GOODWILL, INTANGIBLE ASSETS, _5
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill, beginning | $ 7,199,567 | $ 1,702,119 |
Impairment losses | 0 | (1,287,969) |
Aggregate goodwill acquired | 0 | 6,785,416 |
Goodwill, ending | 7,199,567 | 7,199,567 |
Boston Solars [Member] | ||
Goodwill, beginning | 6,785,416 | 0 |
Impairment losses | 0 | 0 |
Aggregate goodwill acquired | 0 | 6,785,416 |
Goodwill, ending | 6,785,416 | 6,785,416 |
Box Pure Airs [Member] | ||
Goodwill, beginning | 414,151 | 414,151 |
Impairment losses | 0 | 0 |
Aggregate goodwill acquired | 0 | 0 |
Goodwill, ending | $ 414,151 | $ 414,151 |
GOODWILL, INTANGIBLE ASSETS, _6
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 3) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible assets, beginning | $ 3,291,242 | $ 34,485 | ||
Intanginle acquired | 0 | 3,569,300 | ||
Less: Amortization | 303,336 | $ 187,836 | 312,543 | $ 14,520 |
Intangible asset, ending | 2,987,906 | 3,291,242 | ||
IP/technology | ||||
Intangible assets, beginning | 394,984 | 0 | ||
Intanginle acquired | 0 | 438,000 | ||
Less: Amortization | 46,926 | 43,016 | ||
Intangible asset, ending | 348,058 | 394,984 | ||
Non-compete | ||||
Intangible assets, beginning | 94,968 | 0 | ||
Intanginle acquired | 0 | 123,200 | ||
Less: Amortization | 30,798 | 28,232 | ||
Intangible asset, ending | 64,170 | 94,968 | ||
tradename/trademarks | ||||
Intangible assets, beginning | 2,801,290 | 0 | ||
Intanginle acquired | 0 | 3,008,100 | ||
Less: Amortization | 225,612 | 206,810 | ||
Intangible asset, ending | $ 2,575,678 | $ 2,801,290 |
GOODWILL, INTANGIBLE ASSETS, _7
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details 4) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS | ||
2023 | $ 101,112 | $ 404,448 |
2024 | 404,448 | 404,448 |
2025 | 376,224 | 376,224 |
2026 | 363,384 | 363,384 |
2027 | 363,384 | 363,384 |
Thereafter | 1,379,354 | 1,379,354 |
Total | $ 2,987,906 | $ 3,291,242 |
GOODWILL, INTANGIBLE ASSETS, _8
GOODWILL, INTANGIBLE ASSETS, AND INVESTMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 09, 2022 | Apr. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
NET INCOME (LOSS) | $ (1,270,860) | $ (1,604,848) | $ (4,797,453) | $ (6,353,921) | $ (8,852,677) | $ (5,373,015) | ||
Revenue | $ 19,124,124 | $ 6,914,934 | $ 6,589,227 | 20,783,784 | $ 12,675,450 | 21,786,149 | $ 808,902 | |
Boston Solar Acquisitions [Member] | ||||||||
Total consideration | 6,064,858 | |||||||
NET INCOME (LOSS) | (528,871,242,225) | $ 332,995 | ||||||
Fair value of stock | 1,252,273 | |||||||
Issuance of promissory note with a fair value | 897,306 | |||||||
Issuance of convertible promissory note | 1,378,111 | |||||||
Holdback additional cash | 250,000 | |||||||
Cash paid for acquisition | $ 2,287,168 | |||||||
Common stock shares | 14,781,938 | |||||||
Percent of consideration paid | 80.10% | |||||||
Acquisition related expenses | $ 587,000 | |||||||
Revenue | $ 20,215,477 | |||||||
Investments description | (i) make an investment in Frontline for a 13.3% membership interest in exchange for $100,000 of the Company’s shares (the number of shares determined by a 30-day Volume Weighted Average Price(“vwap”) calculation, which were subsequently fair valued on August 9, 2022); (ii) issue a promissory note to Frontline for $150,000 ; and (iii) purchase the remaining interest (86.7%) membership interest for a cash consideration of $500,000 minus any outstanding principal and interest outstanding under the promissory note, subject to certain closing conditions (the “Second Closing”). In the event that Second Closing does not occur then the promissory note would convert into an additional 6.6% membership interest of Frontline for a total ownership interest of 19.9% for the Company. |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Aug. 28, 2023 | Jun. 26, 2023 | Mar. 31, 2023 | Jan. 21, 2023 | Oct. 25, 2022 | Apr. 21, 2022 | Jul. 31, 2021 | May 31, 2020 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 07, 2023 | Oct. 31, 2016 | |
Interest charge | $ 23,826 | $ 124,660 | $ 178,958 | $ 0 | |||||||||||
Current portion of notes payable | 7,404,120 | 6,748,396 | 10,500 | ||||||||||||
Initial purchase consideration obligation | 1,000 | 1,000 | |||||||||||||
Long-term notes payable | 351,896 | 145,357 | 767,160 | ||||||||||||
Current portion of notes payable, net of debt discount | 2,660,116 | 2,464,823 | $ 1,020,350 | ||||||||||||
OID Purchase Agreement [Member] | |||||||||||||||
Current portion of notes payable | 600,000 | ||||||||||||||
Description of security purchase agreement | the Company entered a securities purchase agreement (the “OID Purchase Agreement”) with 622 Capital, LLC (“622 Capital”), whereby 622 Capital purchased from the Company, and the Company issued, (i) an aggregate principal amount of $600,000 of 20% original issue discount senior notes (each, a “Note” and collectively, the “Notes”), and (ii) 2,620,545 shares of common stock, par value $0.0001 per share, of the Company | ||||||||||||||
Purchase Agreement [Member] | |||||||||||||||
Current portion of notes payable | 4,882,353 | ||||||||||||||
Debt instrument face amount | $ 4,885,353 | ||||||||||||||
Percent of consideration paid | 80.10% | ||||||||||||||
Percent of maximum number of common stock | 125% | ||||||||||||||
Original issue discount percent | 15% | ||||||||||||||
Original issue discount amount | 4,790,286 | ||||||||||||||
Percent of warrant shares | 100% | ||||||||||||||
Settlement And Release Agreement Member | Boston Solar [Member] | |||||||||||||||
Current portion of notes payable | 90,000 | ||||||||||||||
Long-term notes payable | $ 215,000 | ||||||||||||||
Total payment | $ 500,000 | $ 45,000 | |||||||||||||
EnergyWyze [Member] | |||||||||||||||
Discount rate | 25% | ||||||||||||||
Current portion of notes payable | 60,280 | ||||||||||||||
Fair value of purchase consideration | $ 339,599 | 339,599 | |||||||||||||
Initial purchase consideration obligation | 450,000 | 339,599 | |||||||||||||
Remaining fair value amount of purchase obligation | 75,464 | ||||||||||||||
Long-term notes payable | 15,184 | ||||||||||||||
Debt instrument face amount | $ 130,000 | 130,000 | |||||||||||||
Number of trading days | 10 days | ||||||||||||||
SBA Loan [Member] | |||||||||||||||
Current portion of notes payable | 27,778 | 23,392 | |||||||||||||
Interest rate | 3.75% | ||||||||||||||
Long-term notes payable | $ 122,222 | 126,608 | |||||||||||||
Proceed from loan | $ 150,000 | ||||||||||||||
Monthly installment | $ 731 | ||||||||||||||
Debt instrument maturity period | 30 years | ||||||||||||||
Promossory Note [Member] | New Purchase Agreement [Member] | |||||||||||||||
Current portion of notes payable | 1,166,126 | ||||||||||||||
Debt instrument face amount | $ 1,580,000 | ||||||||||||||
Periodic payment principal due on October 31, 2022 | 250,000 | ||||||||||||||
Quarterly cash payments | 250,000 | ||||||||||||||
Minimum payment | 50,000 | ||||||||||||||
Description of security purchase agreement | the Company entered a Securities Purchase Agreement (the “OID Purchase Agreement”) with 622 Capital, LLC (“622 Capital”), whereby 622 Capital purchased from the Company, and the Company issued, (i) an aggregate principal amount of $600,000 of 20% original issue discount senior notes (each, a “Note” and collectively, the “Notes”), and (ii) 2,620,545 shares of common stock, par value $0.0001 per share, of the Company. | ||||||||||||||
Discount on note, Percentage | 120% | ||||||||||||||
Interest rate | 15% | ||||||||||||||
Promissory Note [Member] | |||||||||||||||
Discount rate | 25% | ||||||||||||||
Current portion of notes payable | $ 225,000 | ||||||||||||||
Debt instrument face amount | $ 284,760 | ||||||||||||||
Original issue discount amount | 30,510 | ||||||||||||||
Monthly installment | $ 31,893 | ||||||||||||||
Number of trading days | 10 days | ||||||||||||||
Current portion of notes payable, net of debt discount | $ 103,476 | ||||||||||||||
Total payback to the holder | 318,931 | ||||||||||||||
Promissory Note [Member] | Purchase Agreements [Member] | |||||||||||||||
Current portion of notes payable | $ 1,184,808 | ||||||||||||||
Debt instrument face amount | 1,580,000 | ||||||||||||||
Periodic payment principal due on October 31, 2022 | 250,000 | ||||||||||||||
Quarterly cash payments | 250,000 | ||||||||||||||
Minimum payment | $ 50,000 | ||||||||||||||
Promissory Note Additional [Member] | |||||||||||||||
Interest rate | 12% | 25% | |||||||||||||
Interest charge | $ 14,238 | ||||||||||||||
Debt instrument face amount | 118,650 | ||||||||||||||
Original issue discount amount | $ 13,640 | ||||||||||||||
Monthly installment | $ 14,765 | ||||||||||||||
Number of trading days | 10 days | ||||||||||||||
Current portion of notes payable, net of debt discount | 79,794 | ||||||||||||||
Seller Convertiable Notes [Member] | |||||||||||||||
Interest rate | 12.50% | ||||||||||||||
Convertible note | $ 976,016 | ||||||||||||||
Current portion of notes payable | 1,378,111 | 1,378,111 | |||||||||||||
Fair value of note | $ 1,378,111 | ||||||||||||||
Discount rate | 20% | ||||||||||||||
Debt instrument premium | $ 409,095 | ||||||||||||||
Other Debt [Member] | |||||||||||||||
Interest rate | 0% | ||||||||||||||
Convertible note | $ 10,500 | ||||||||||||||
Conversion price | $ 0.525 | ||||||||||||||
Current portion of notes payable | 10,500 | ||||||||||||||
Seller Notes Payable [Member] | |||||||||||||||
Current portion of notes payable | 750,000 | 705,764 | |||||||||||||
Debt instrument face amount | 1,000,000 | ||||||||||||||
Periodic payment principal due on October 31, 2022 | 250,000 | ||||||||||||||
Periodic principal amount due on October 31, 2023 | 500,000 | ||||||||||||||
Periodic payment principal due on April 30, 2023 | 250,000 | ||||||||||||||
Issuance of promissory note with a fair value | $ 897,306 | ||||||||||||||
Interest expenses period | 18 years | ||||||||||||||
Long-term notes payable | 468,515 | ||||||||||||||
Seller 36 months Notes Payable [Member] | |||||||||||||||
Current portion of notes payable | 830,836 | 569,499 | |||||||||||||
Fair value of note | $ 1,252,272 | ||||||||||||||
Long-term notes payable | $ 575,223 | $ 840,474 | |||||||||||||
Unsecured seller note | $ 1,940,423 | ||||||||||||||
Number of trading days | 60 days | 60 days |
LEASES (Details)
LEASES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
LEASES | |||
2023 | $ 106,903 | $ 362,284 | |
2024 | 414,923 | 332,345 | |
2025 | 410,937 | 328,359 | |
2026 | 382,367 | 303,923 | |
2027 | 258,206 | 215,819 | |
Total | 1,599,232 | 1,542,730 | |
Less: interest | (211,477) | (230,949) | |
Present value of lease liabilities | 1,387,755 | 1,311,781 | |
Less: Current portion | (323,319) | (272,575) | |
Lease liability, net of current portion | $ 1,064,436 | $ 1,039,207 | $ 5,353 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 21, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
ROU Assets | $ 1,295,690 | $ 1,387,754 | $ 0 | ||
Lease Liabilities | 1,311,781 | $ 1,387,755 | |||
Boston Solar [Member] | |||||
Vehicle leases | $ 973 | ||||
Tools lease payments | 1,285 | ||||
Total lease expense | $ 291,230 | $ 81,420 | |||
Monthly operating lease payments minimum | 4,372 | ||||
Monthly operating lease payments maximum | 18,466 | ||||
ROU Assets | 1,400,278 | ||||
Lease Liabilities | 1,400,278 | ||||
Vehicle leases minimum | 644 | ||||
Minimum [Member] | Boston Solar [Member] | |||||
Monthly operating lease payments | 4,372 | ||||
Vehicle leases | 644 | ||||
Maximum [Member] | Boston Solar [Member] | |||||
Monthly operating lease payments | 18,466 | ||||
Vehicle leases | $ 973 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
May 09, 2023 | Feb. 09, 2023 | Jan. 13, 2023 | Jan. 04, 2023 | Nov. 03, 2022 | Jul. 14, 2022 | Jul. 12, 2022 | Apr. 07, 2022 | Jan. 06, 2022 | Jun. 29, 2023 | Apr. 17, 2023 | Feb. 22, 2023 | Jan. 26, 2023 | Oct. 31, 2022 | Apr. 30, 2022 | Sep. 16, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 05, 2023 | Aug. 07, 2023 | Apr. 28, 2023 | Apr. 24, 2023 | Apr. 10, 2023 | Mar. 22, 2023 | Feb. 06, 2023 | Feb. 03, 2023 | Jan. 24, 2023 | Nov. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 30, 2022 | Feb. 15, 2022 | Feb. 01, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | |
Preferred stock share authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock share undesignated and unissued | 19,990,000 | 19,992,500 | |||||||||||||||||||||||||||||||||||
Common stock, Shares outstanding | 114,127,911 | 58,785,924 | |||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 5,900,000 | 5,000,000 | 7,348,702 | 114,127,911 | 1,397,461 | 1,066,477 | 58,785,924 | ||||||||||||||||||||||||||||||
Conversion of converted common stock | 236,000 | 200,000 | |||||||||||||||||||||||||||||||||||
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Seller Note Payable [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 1,512,882 | ||||||||||||||||||||||||||||||||||||
Registration Rights Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Common stock issued for service, amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Registration Rights Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Common stock issued for service, amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||
Exclusivity Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 633,647 | ||||||||||||||||||||||||||||||||||||
Boston Solar [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 1,872,659 | ||||||||||||||||||||||||||||||||||||
OID Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 2,620,545 | ||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||
Common stock issued for service, shares | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||
Former Officer [Member] | |||||||||||||||||||||||||||||||||||||
Conversion of stock | 5,900,000 | 114,117 | 27,118,665 | 174,886 | 207,750 | ||||||||||||||||||||||||||||||||
Common stock, Shares issued | 236,000 | 2,852,925 | 42,742 | 4,372,150 | 5,193,756 | 70,955 | 208,551 | 2,530,365 | 183,600 | ||||||||||||||||||||||||||||
Former Employees And Advisors For Services [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 8,228,434 | ||||||||||||||||||||||||||||||||||||
Investor Relation Firm [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 1,298,701 | ||||||||||||||||||||||||||||||||||||
Board [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 304,642 | ||||||||||||||||||||||||||||||||||||
Board Of Director [Member] | |||||||||||||||||||||||||||||||||||||
Conversion of stock | 10,571,000 | ||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 211,420,000 | ||||||||||||||||||||||||||||||||||||
Owned Shareholder Member | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 5,000,000 | 2,829,409 | |||||||||||||||||||||||||||||||||||
Board Of Member [Member] | |||||||||||||||||||||||||||||||||||||
Conversion of stock | 200,000 | ||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 5,000,000 | ||||||||||||||||||||||||||||||||||||
EnergyWyze [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 672,830 | ||||||||||||||||||||||||||||||||||||
Class C Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||||
Preferred stock share authorized | 1,500 | 1,500 | 1,500 | ||||||||||||||||||||||||||||||||||
Annual dividend | 3% | ||||||||||||||||||||||||||||||||||||
Description of material rights | On June 8, 2022, the Company amended the conversion rights so that 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 (a) $0.1055; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded volume weighted average price (“VWAP”) for the fifteen (15) trading days preceding a conversion | ||||||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 0 | 19 | 760 | ||||||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 0 | 19 | 760 | ||||||||||||||||||||||||||||||||||
Stated value of preferred stock | 1,200 | 1,200 | |||||||||||||||||||||||||||||||||||
Undesignated shares | 1,500 | ||||||||||||||||||||||||||||||||||||
Class D Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||||
Preferred stock share authorized | 2,000 | 2,000 | 2,000 | ||||||||||||||||||||||||||||||||||
Conversion of stock | 100 | ||||||||||||||||||||||||||||||||||||
Annual dividend | 3% | ||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 109,400 | ||||||||||||||||||||||||||||||||||||
Description of material rights | On Septemebr 8, 2022, the Company amended the conversion rights so that 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 (a) $42.20; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion | ||||||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 1,650 | 2,000 | 2,000 | ||||||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 1,650 | 2,000 | 2,000 | ||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Subscribed but Unissued, Subscriptions Receivable | $ 1,200 | $ 1,200 | |||||||||||||||||||||||||||||||||||
Undesignated shares | 2,000 | ||||||||||||||||||||||||||||||||||||
Class D Preferred Stock | |||||||||||||||||||||||||||||||||||||
Conversion of stock | 100 | 100 | 50 | ||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 6,091,371 | 2,285,715 | 2,479,339 | ||||||||||||||||||||||||||||||||||
Class E Preferred Stock | |||||||||||||||||||||||||||||||||||||
Preferred stock share authorized | 5,000 | ||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 275 | 128 | |||||||||||||||||||||||||||||||||||
Class A Preferred Stock | |||||||||||||||||||||||||||||||||||||
Conversion of stock | 10,536,049 | ||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 210,720,980 | ||||||||||||||||||||||||||||||||||||
Class A Convertible Preferred Shares [Member] | |||||||||||||||||||||||||||||||||||||
Preferred stock share authorized | 80,000,000 | 80,000,000 | |||||||||||||||||||||||||||||||||||
Conversion of converted common stock | 1,893,149,525 | ||||||||||||||||||||||||||||||||||||
Number of Votes | 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 | ||||||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 0 | 75,725,981 | 56,353,015 | ||||||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 0 | 75,725,981 | 56,353,015 | ||||||||||||||||||||||||||||||||||
Share awarded as bonous | 10,000,000 | ||||||||||||||||||||||||||||||||||||
Increase number of authorized share | 80,000,000 | ||||||||||||||||||||||||||||||||||||
Class E Convertible Preferred Shares [Member] | |||||||||||||||||||||||||||||||||||||
Preferred stock share authorized | 5,000 | 2,500 | 2,500 | ||||||||||||||||||||||||||||||||||
Percent of dividend to pay | 8% | ||||||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 2,436 | 1,920 | 0 | ||||||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 1,200 | ||||||||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 2,323 | 1,920 | 0 | ||||||||||||||||||||||||||||||||||
warrant to purchase common stock | 4,129,091 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.11 | ||||||||||||||||||||||||||||||||||||
Subsequent financing | Subsequent Financing on a $1.00 for $1.00 basis | ||||||||||||||||||||||||||||||||||||
Class E Convertible Preferred Shares [Member] | GHS Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Shares purchased, shares | 10,000,000 | 15,000,000,000 | |||||||||||||||||||||||||||||||||||
Shares purchased, amount | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Class E Convertible Preferred Shares [Member] | GHS Purchase Agreement First Tranche [Member] | |||||||||||||||||||||||||||||||||||||
Shares purchased, shares | 250 | 175 | 707 | ||||||||||||||||||||||||||||||||||
Shares purchased, amount | $ 1,000 | $ 175,000 | $ 707,000 | ||||||||||||||||||||||||||||||||||
Class E Convertible Preferred Shares [Member] | GHS Purchase Agreement Second Tranche [Member] | |||||||||||||||||||||||||||||||||||||
Shares purchased, shares | 175 | 500 | |||||||||||||||||||||||||||||||||||
Shares purchased, amount | $ 175,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||
Class E Convertible Preferred Shares [Member] | GHS Purchase Agreement Third Tranche [Member] | |||||||||||||||||||||||||||||||||||||
Shares purchased, shares | 293 | ||||||||||||||||||||||||||||||||||||
Shares purchased, amount | $ 293,000 | ||||||||||||||||||||||||||||||||||||
Equity Finance Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 2,802,843 | 14,802 | 1,461,503 | 2,259,572 | 1,397,461 | 3,000,000 | 2,012,390 | 1,620,000 | |||||||||||||||||||||||||||||
Conversion Of Class A Preferred Stock Membert [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 3,257,035 | ||||||||||||||||||||||||||||||||||||
Conversion of converted common stock | 130,281 | ||||||||||||||||||||||||||||||||||||
Class B Convertible Preferred Shares [Member] | |||||||||||||||||||||||||||||||||||||
Preferred stock share authorized | 1,500 | ||||||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 0 | 0 | |||||||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 0 | ||||||||||||||||||||||||||||||||||||
Chief Executive Officers [Member] | |||||||||||||||||||||||||||||||||||||
Conversion of stock | 19,363,285 | ||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 387,265,700 | ||||||||||||||||||||||||||||||||||||
Chief Financial Officers [Member] [Member] | |||||||||||||||||||||||||||||||||||||
Conversion of stock | 12,175,000 | ||||||||||||||||||||||||||||||||||||
Common stock, Shares issued | 243,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||
Feb. 09, 2023 | Jan. 04, 2023 | Apr. 17, 2023 | May 18, 2021 | Apr. 26, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | |
Conrtible preferred stock | 236,000 | 200,000 | ||||||||
Common stock, share Issued | 5,900,000 | 5,000,000 | 7,348,702 | 114,127,911 | 1,397,461 | 1,066,477 | 58,785,924 | |||
Accrued expenses, including accrued officer salaries | $ 360,699 | $ 38,880 | ||||||||
Chief Executive Officers [Member] | ||||||||||
Common stock, share Issued | 387,265,700 | |||||||||
Chief Executive Officers [Member] | Class A Preferred Stock | ||||||||||
Conrtible preferred stock | 19,363,285 | |||||||||
Chief Financial Officers [Member] [Member] | ||||||||||
Common stock, share Issued | 243,500,000 | |||||||||
Chief Financial Officers [Member] [Member] | Class A Preferred Stock | ||||||||||
Conrtible preferred stock | 200,000 | 12,175,000 | ||||||||
Former Officer And Related Family Members [Member] | ||||||||||
Common stock, share Issued | 542,373,300 | |||||||||
Former Officer And Related Family Members [Member] | Class A Preferred Stock | ||||||||||
Conrtible preferred stock | 27,118,665 | |||||||||
Member Of Board Of Directors [Member] | ||||||||||
Common stock, share Issued | 211,420,000 | |||||||||
Member Of Board Of Directors [Member] | Class A Preferred Stock | ||||||||||
Conrtible preferred stock | 10,571,000 | |||||||||
CEO, CFO and President [Member] | ||||||||||
Accrued expenses, including accrued officer salaries | 38,880 | $ 116,583 | ||||||||
EnergyWyze Manager [Member] | ||||||||||
Accrued wages | $ 0 | $ 109,385 | ||||||||
Mr Lambrecht [Member] | Seperation Agreement [Member] | ||||||||||
Accrued expenses, including accrued officer salaries | $ 606,372 | |||||||||
Decrease in current liabilities | $ 547,010 | |||||||||
Accrued compensation | $ 764,480 | |||||||||
Common stock shares issued, shares | 362,987 | |||||||||
Shares issued price per share | $ 0.75 | |||||||||
Common stock shares issued, amount | $ 272,240 | |||||||||
Amount paid under agreement | 250,000 | |||||||||
Due from related parties | $ 848,612 | |||||||||
Interest rate | 10% | |||||||||
Debt Instrument first payment | $ 21,523 | |||||||||
Debt instrument, principal amount | $ 21,523 | |||||||||
Debt instrument, maturity date | Sep. 01, 2021 | |||||||||
Debt instrument, final payment amount | $ 21,523 | |||||||||
Debt instrument final payment due date | Aug. 01, 2025 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | ||||
Nov. 30, 2021 | Jan. 17, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current portion of notes payable | $ 7,404,120 | $ 6,748,396 | $ 10,500 | ||
Employment Agreement [Member] | Corey Lambrecht [Member] | |||||
Term of agreement | 1 year | ||||
Renewal term description | If employment is terminated by the 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. | ||||
Annual salary | $ 80,000 | ||||
Employment Agreement [Member] | Mr. Ralston [Member] | |||||
Term of agreement | 3 years | ||||
Renewal term description | the term of the original employment agreement is extended to November 23, 2023 (automatically be extended for additional three-year periods unless either party has provided written termination at least 90 days prior to the expiration of such Term) | ||||
Annual salary | $ 280,000 | ||||
Increase in living cost percentage | 3% | ||||
Cash retention bonus | $ 5,083,333 | ||||
Upaid allowances | $ 61,500 | ||||
Employment Agreement [Member] | Mr. Lambrecht [Member] | |||||
Term of agreement | 3 years | ||||
Annual salary | $ 225,000 | ||||
Increase in living cost percentage | 3% | ||||
Cash retention bonus percentage | 20% | ||||
Seller Notes Payable [Member] | |||||
Current portion of notes payable | $ 750,000 | $ 705,764 |
REVENUE CLASSES AND CONCENTRA_3
REVENUE CLASSES AND CONCENTRATIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue by product/service lines: | ||||
Retail | $ 541,360 | $ 153,094 | $ 2,309,535 | $ 405,970 |
Distribution | 1,845 | 2,881 | 2,931 | 15,591 |
Services | 20,240,579 | 10,519,475 | 19,473,683 | 387,341 |
Total | 20,783,784 | 12,675,450 | 21,786,149 | 808,902 |
Revenue by subsidiary: | ||||
Singlepoint (parent company) | 14,696 | 21,778 | 26,888 | 35,326 |
Boston Solar | 20,215,477 | 10,244,703 | 19,124,124 | 0 |
Box Pure Aire | 523,689 | 126,821 | 2,277,732 | 348,877 |
Direct Solar America | 10,800 | 119,412 | 177,879 | 241,042 |
DIGS | 4,819 | 7,376 | 7,846 | 37,358 |
Energy Wyze | 14,303 | 155,360 | 171,680 | 146,299 |
Total revenue | $ 20,783,784 | $ 12,675,450 | $ 21,786,149 | $ 808,902 |
REVENUE CLASSES AND CONCENTRA_4
REVENUE CLASSES AND CONCENTRATIONS (Details Narrative) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Customer One [Member] | Accounts Receivable [Member] | |||
Percentages of revenue | 27% | ||
Customer No [Member] | Accounts Receivable [Member] | |||
Percentages of revenue | 11% | 10% | |
Customer No [Member] | Revenue [Member] | |||
Percentages of revenue | 10% | 10% | 10% |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Federal tax statutory rate | 21% | 21% |
Permanent differences | (6.80%) | (0.20%) |
Temporary differences | (5.90%) | (2.90%) |
Valuation allowance | (8.30%) | (17.90%) |
Effective rate | 0% | 0% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 3,700,000 | $ 2,440,000 |
Temporary differences | (520,000) | (160,000) |
Total deferred tax asset | 3,180,000 | 2,280,000 |
Valuation allowance | $ (2,280,000) | $ (3,180,000) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
INCOME TAXES | |
Net operating losses | $ 18,000,000 |
Operating loss carryforward, expiry year | 2040 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||
Oct. 03, 2023 | Apr. 30, 2023 | Apr. 17, 2023 | Jan. 26, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | May 15, 2023 | Jan. 24, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 | |||||||||||
Common stock issued for service, amount | $ 106,000 | $ 204,209 | $ 871,038 | $ 240,000 | |||||||||
Equity Financing Agreement [Member] | |||||||||||||
Stock issued | 4,994,404 | ||||||||||||
Class E Preferred Stock | |||||||||||||
Preferred stock, Shares authorized | 5,000 | ||||||||||||
Class A Preferred Stock | |||||||||||||
Stock issued | 79,763,999 | ||||||||||||
Conversion of stock | 1,595,279,980 | ||||||||||||
Conversion ratio | 20:1 | ||||||||||||
Preferred stock outstanding and converted | 1,000,000 | ||||||||||||
Purchase Agreement [Member] | GHS [Member] | |||||||||||||
Preferred stock purchased | 750 | ||||||||||||
Purchase Agreement [Member] | GHS [Member] | Tranche Two [Member] | |||||||||||||
Preferred stock purchased | 250 | ||||||||||||
Preferred Stock purchase price per share | $ 1,000 | ||||||||||||
Purchase Agreement [Member] | GHS [Member] | Tranche One [Member] | |||||||||||||
Preferred stock purchased | 100 | ||||||||||||
Preferred Stock purchase price per share | $ 1,000 | ||||||||||||
Purchase Agreement [Member] | Icon Capital Group, LLC [Member] | |||||||||||||
Placement agent fee, gross proceeds, percentage | 2% | ||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Convertible promissory note issued | $ 78,500 | ||||||||||||
Interest rate | 12% | ||||||||||||
Note maturity period | Jul. 30, 2024 | ||||||||||||
Description of conversion price | The Conversion Price shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) | ||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | October 3, 2023 [Member] | |||||||||||||
Convertible promissory note issued | $ 145,205 | ||||||||||||
Interest rate | 12% | ||||||||||||
Description of conversion price | shall be paid in nine (9) payments each in the amount of $18,069 (a total payback to the holder of $162,629). The first payment is due November 15, 2023, with eight (8) subsequent payments due each month thereafter | ||||||||||||
Original issue discount | $ 16,705 | ||||||||||||
Description of accrued, unpaid interest and outstanding principal | shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) | ||||||||||||
Equity Financing and Registration Rights Agreements [Member] | GHS [Member] | |||||||||||||
Common stock issued for service, amount | $ 10,000,000 | ||||||||||||
Equity Financing Agreement, description | 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 Put shall be eighty percent (80%) percent of the traded price of the Common Stock during the ten (10) consecutive Trading Days preceding the relevant Trading Day on which GHS receives a Put Notice. Following an up-list of the Company’s Common Stock to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the Market Price, subject to a floor price of $.02 per share, below which the Company shall not deliver a Put | ||||||||||||
Maximum amount of each Put will not exceed | $ 500,000 | ||||||||||||
Minimum amount of each Put | 10,000 | ||||||||||||
Purchased an aggregate of the Common Stock | $ 10,000,000 | ||||||||||||
Registration Rights Agreement, description | The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within 30 days after the date the Registration Statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed |