UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, FORM 10-Q QUARTERLY REPORT SECURITIES EXCHANGE ACT OF 1934 For the Commission Singlepoint Inc. (Name of small business issuer in its charter) Nevada 26-1240905 (State or other jurisdiction of ( Identification No.) 2999 North 44th Street Suite Phoenix, AZ 85018 (Address of principal executive offices) (855) 711-2009 ( Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Indicate the number of shares outstanding of each of the issuer’s classes of common Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results. PART I – FINANCIAL INFORMATION 23 23 23 23 25 23 24 25 SINGLEPOINT INC. CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) PART I – FINANCIAL INFORMATION SINGLEPOINT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 2019 December 31, 2018 ASSETS CURRENT ASSETS: Cash Accounts receivable Prepaid expenses Inventory Total Current Assets NON-CURRENT ASSETS: Investment, at cost (Note 3) Total Assets LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES CURRENT LIABILITIES: Accounts payable, including related party (Note 8) Accrued expenses, including accrued officer salaries (Note 8) Current portion of convertible notes payable, net of debt discount (Note 4) Advances from related party (Note 8) Derivative liability Total Current Liabilities LONG-TERM LIABILITIES: Convertible notes payable, net of debt discount (Note 4) Total Liabilities Commitments and Contingencies (Note 8) STOCKHOLDERS' DEFICIT Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 49,200,000 and 50,950,000 shares issued and outstanding Common stock, par value $0.0001; 2,000,000,000 shares authorized; 1,299,350,272 and 1,236,319,023 shares issued and outstanding Additional paid-in capital Accumulated deficit Total Singlepoint Inc. stockholders' deficit Non-controlling interest Total Stockholders' Deficit Total Liabilities and Stockholders' Deficit The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. SINGLEPOINT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2019 March 31, 2018 REVENUE Cost of Revenue Gross profit OPERATING EXPENSES: Consulting fees Compensation Professional and legal fees Investor relations General and administrative Operating expenses LOSS FROM OPERATIONS OTHER INCOME (EXPENSE): Interest expense Amortization of debt discounts Gain (loss) on change in fair value of derivative liability Other income (expense), net LOSS BEFORE INCOME TAXES Income taxes NET LOSS Loss attributable to non-controlling interests Net loss per share - basic Weighted average number of common shares outstanding - basic The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. SINGLEPOINT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT For the Three Months Ended March 31, 2019 and Year Ended December 31, 2018 (Unaudited) Preferred Stock Par Value $0.0001 Common Stock Par Value $0.0001 Additional Non- Total Number of Shares Amount Number of Shares Amount paid-in Capital Accumulated Deficit controlling Interest Stockholders' Deficit Balance, December 31, 2017 Issuance of common shares for services Issuance of common shares for investments Issuance of common shares for principal and accrued interest on convertible notes Issuance of preferred shares for services Conversion of preferred shares Resolution of derivative liability due to debt conversion Net loss Balance, December 31, 2018 Issuance of common shares for services previously accrued Issuance of common shares for principal and accrued interest on convertible notes Conversion of preferred shares Settlement of derivative liability due to debt conversion Net loss Balance, March 31, 2019 SINGLEPOINT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT For the Three Months Ended March 31, 2018 (Unaudited) Preferred Stock Common Stock Par Value $0.0001 Par Value $0.0001 Additional Non- Total Number of Shares Amount Number of Shares Amount paid-in Capital Accumulated Deficit controlling Interest Stockholders' Deficit Balance, December 31, 2017 Issuance of common shares for services Issuance of common shares for principal and accrued interest on convertible notes Conversion of preferred shares Net loss Balance, March 31, 2018 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. SINGLEPOINT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2019 March 31, 2018 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities Loss attributable to non-controlling interests Common stock issued for services Depreciation Amortization of debt discounts (Gain) loss on change in fair value of derivatives Changes in operating assets and liabilities: Accounts receivable Prepaid expenses Inventory Accounts payable Accrued expenses NET CASH USED IN OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for deposit NET CASH USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from advances from related party Payments on advances to related party Proceeds from issuance of convertible notes, net NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES NET CHANGE IN CASH Cash at beginning of period Cash at end of period SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Interest paid Income tax paid NON-CASH INVESTING AND FINANCING ACTIVITIES: Original issue discount from issuance of notes payable Common stock issued for conversion of debt Conversion of preferred stock to common stock Issuance of common stock previously accrued The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. SINGLEPOINT INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - History Carbon Credits International Inc. (“CCII”), which was formed on October 15, 2007 as a Nevada corporation, was the On December 23, 2011, CCII entered into a merger agreement with Lifestyle Wireless, Inc. (“LWI”), A Washington Corporation, whereby 30,008,000 shares of CCI common stock were cancelled and 6,321,830 shares of CCII common stock were issued to LWI, with CCII remaining as the surviving company. The effective date of the merger was January 10, 2012 under the Articles of Merger. On July 1, 2013, CCII changed its name to Singlepoint Inc. (“Singlepoint” or “the Company”) and increased its authorized shares of common stock from 100,000,000 to 500,000,000 and authorized 30,000,000 preferred shares. On July 1, 2013, the ticker symbol changed from CARN to SING. On July 20, 2016, the Company amended its Articles of Incorporation and increased its authorized common shares from 500,000,000 to 1,000,000,000. On July 20, 2016, the Company increased the number of authorized Class A Convertible Preferred Stock from 30,000,000 to 60,000,000. The Class A Stock is entitled to vote 25 votes of common stock for each share of Class A Stock held with respect to all matters upon which common stockholders are entitled to vote or to which stockholders are entitled to give consent. Class A Stock converts into common stock of the Company at a ratio of six common shares for every 1 Class A Share. On August 31, 2017, the Company amended its Articles of Incorporation and increased its authorized common shares from 1,000,000,000 to 2,000,000,000. On August 31, 2017, the Company amended its Articles of Incorporation and increased the voting rights on its Class A Convertible Preferred Stock to 50 votes of common stock for each share of Class A Stock held with respect to all matters upon which common stockholders are entitled to vote, and increased the conversion ratio on its Class A Stock so that it converts into common stock of the Company at a ratio of 25 common shares for every one Class A share. On May 17, 2017, the Company acquired a 90% interest in Discount Garden Supply, Inc. (“DIGS”) for cash and common stock. On October 11, 2017, the Company acquired a 51% interest in Jiffy Auto Glass (“JAG”) for cash and common stock. On August 31, 2018, the Company acquired a 51% interest in ShieldSaver, LLC (“ShieldSaver”) for cash and common stock. Going Concern The financial statements have been prepared The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s business plan and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company’s common stock. NOTE 2 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2018 as disclosed in our Form 10-K filed on April 5, 2019. The results of the three months ended March 31, 2019 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2019. Principles of Consolidation The consolidated financial statements include the accounts of Singlepoint, DIGS, JAG, and Singleseed, Inc. as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018. All significant intercompany transactions have been eliminated in consolidation. Revenues It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In Revenue Sharing In addition to selling the Company’s products to customers, the Company recognizes revenues by sharing commissions with Independent Sales Organizations as an agent on a net basis. These revenues do not comprise a material amount of the Company’s net sales. Cash and The Company considers all highly liquid investments with the original maturities of ninety days or less at the time of purchase to 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 Income Taxes The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires 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 The following table summarizes the Three months ended March 31, 2019 Series A Preferred Stock Convertible notes Warrants Potentially dilutive securities Use of The Fair Value Measurements On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. The Company’s derivative liabilities have been valued as Level 3 instruments. Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – March 31, 2019 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2018 and March 31, 2019: Derivative Liability Balance, December 31, 2018 Additions recognized as debt discount Derivative liability settlements Mark-to-market at March 31, 2019 Balance, March 31, 2019 Net loss for the year included in earnings relating to the liabilities held at March 31, 2019 Recently Issued Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). There were various other accounting standards and interpretations issued recently, none of which are expected to have a material NOTE 3 -INVESTMENTS Investments The company records its investments using the The Company 2019 Acquisition – Direct Solar LLC On The The Company waived certain conditions including but not limited to the completion of an audit of the Seller’s financial statements and the closing of the transactions set forth in the Asset Purchase Agreement was finalized per the Closing Certificate dated May 14, 2019. Proforma Information (unaudited) Direct Solar NOTE 4 -CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following: March 31, 2019 December 31, 2018 Convertible note payable with an accredited investor dated October 31, 2017, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default. Convertible note payable to investor (the “CVP Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at the average of the 3 lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The note provides for additional tranches of a maximum of $3,970,000, which includes OID of 10%. The note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The note is secured by substantially all assets of the Company. The investor converted a total of $149,500 of principal and accrued interest of this note into 33,370,535 shares of the Company’s common stock during the three months ended March 31, 2019. Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at the average of the 3 lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The note is secured by substantially all assets of the Company. The investor converted a total of $50,000 of principal and accrued interest of this note into 11,160,714 shares of the Company’s common stock during the three months ended March 31, 2019. Convertible note payable, to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $50,000 and legal fee loan costs of $20,000. The note bears interest at 10% and matures on November 5, 2020.Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees due on first $500k tranche). The note is convertible into shares of the Company’s common stock after 180 days at the average of the 3 lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed an additional $825,000 (including OID of $75,000) under this note during the three months ended March 31, 2019. The note is secured by substantially all assets of the Company. Total convertible notes payable Less debt discounts Convertible notes payable, net Less current portion of convertible notes Long-term convertible notes payable Aggregate maturities of long-term debt as of March 31, 2019 are due in future years as follows: 2018 2019 JAG, the Company’s subsidiary, entered into a Funding Purchase Agreement on August 25, 2017, whereby JAG received proceeds of $100,000 with loan costs of $37,000, for a total loan of $137,000. This debt was refinanced in April 2018 for $65,000 under a credit agreement with another third-party, payable in weekly payments of approximately $800 through July 2019. The balance under this credit agreement was $44,067 and $52,989 as of March 31, 2019 and December 31, 2018 and is included in accrued expenses on the accompanying balance sheet. Total amortization of debt discounts was $73,394 and $109,767 for the three months ended March 31, 2019 and 2018, respectively. Accrued interest on the above notes payable totaled $152,715 and $96,100 as of March 31, 2019 and December 31, 2018, respectively. Interest expense for the notes payable for the three months ended March 31, 2019 and 2018 was $73,194 and $24,849, respectively. NOTE 5 -DERIVATIVE LIABILITY Derivative Liability- Debt The fair value of the described embedded derivative on all convertible debt was valued at $2,149,878 and $2,215,376 at March 31, 2019 and December 31, 2018, respectively, which was determined using the Black Scholes Pricing Model with the following assumptions: December 31, 2018 Dividend yield: 0 % Term 0.5 – 1.0 year Volatility 109.7–132.8 % Risk free rate: 2.09–2.63 % For the three months ended March 31, 2019 and 2018, the Company Note 2 contains a NOTE 6 -STOCKHOLDERS’ DEFICIT Class A Convertible Preferred Shares As of March 31, 2019 and December 31, 2018, the Company had authorized 60,000,000 shares of Series A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 49,200,000 and 50,950,000 shares were issued and outstanding as of March 31, 2019 and December 31, 2018, respectively. Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,230,000,000 shares of common stock assuming full conversion of all On January 3, 2019, the Company issued 10,500,000, shares of common stock to a former director for the conversion of 1,750,000 shares of Class A Preferred Stock. Common Shares As of March 31, 2019, the Company’s authorized common stock is 2,000,000,000 shares at $0.0001 par value per share. 1,299,350,272 and 1,236,319,023 shares were issued and outstanding as of March 31, 2019 and December 31, 2018, respectively. Shares issued during the Three months ended March 31, 2019 In January and February 2019, the Company issued an aggregate of 44,531,249 common shares to two investors for the conversion of a total of $199,500 of convertible debt. On March 1, 2019, the Company issued an aggregate of 8,000,000 common shares to a consultant for consulting services at a price of $0.10 per share. The fair value of these shares of $800,000 was included in accrued expenses as of December 31, 2018. NOTE 7 -RELATED PARTY TRANSACTIONS Accrued Officer Compensation As of March 31, 2019 and December 31, 2018, a total of $404,000 and $349,000, respectively, was accrued for unpaid officer wages due the Company’s CEO under the CEO’s employment agreement. Other As of March 31, 2019 and December 31, 2018, a total of $16,619 and $30,287 was due our CEO and our President and is included in accounts payable. As of March 31, 2019 and December 31, 2018, a total of $2,892 was due the founder of DIGS and is included in accounts payable. The Company’s CEO advanced the Company funds during 2019 and 2018, with a balance of $605,000 and $585,000, plus accrued interest of $26,597 and $18,030 as of March 31, 2019 and December 31, 2018, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand. As of March 31, 2019 and December 31, 2018, a total of $14,184 and $10,738, respectively, was due to the founder of DIGS for advances to DIGS. As of March 31, 2019 and December 31, 2018, a total of $32,020 was due to an entity owned by the founder of ShieldSaver for advances to ShieldSaver prior to the Company’s acquisition of ShieldSaver on August 31, 2018. The founder of ShieldSaver is also the founder of JAG and is a related party. The Company’s subsidiary DIGS previously sub-leased space on a month-to-month basis from an entity controlled by the See Note D.C.DC 20549Form(Mark One)xPURSUANT TOUNDER SECTION 13 OR 15(d) OF THEquarterly periodQuarterly Period ended JulyMarch 31, 2009oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________ to ________________file number File No. 000-53425CARBON CREDITS INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)Nevada 382526-1240905 (Primary Standard IndustrialClassification Code Number)IRSI.R.S. Employer2300 E. Sahara Avenue,800, Las Vegas, Nevada USA 89102 (Zip Code)(888) 579-7771Registrant’sIssuer’s telephone number, including area code)Not applicable(Former name, former address and former fiscal year, if changed since last report)xYes ox No¨“smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.ooooYes ¨ No x Nostock,equity, as of the latest practicable date: As of September 14, 2009, there were 32,537,000May 15, 2019, the Company had 1,299,350,272 outstanding shares of Common Stock, $0.0001its common stock, par value.1CARBON CREDITS INTERNATIONAL, INC.(A DEVELOPMENT STAGE ENTERPRISE)TABLE OF CONTENTSIndexPage NumberPART IFINANCIAL INFORMATION ITEM 1.Financial Statements (unaudited)F-12 PART IIOTHER INFORMATIONITEM 1.Legal Proceedings5ITEM 1A.Risk Factors 5ITEM 2.3 4 $ 383,249 $ 68,781 22,949 5,979 23,347 8,938 5,903 157 435,448 83,855 60,000 60,000 $ 495,448 $ 143,855 $ 132,475 $ 146,635 705,622 1,345,567 30,747 156,853 677,801 645,788 2,149,878 2,215,376 3,696,523 4,510,219 1,250,000 500,000 4,946,523 5,010,219 4,920 5,095 129,935 123,632 65,616,362 63,940,510 (70,113,791 ) (68,846,438 ) (4,362,574 ) (4,777,201 ) (88,501 ) (89,163 ) (4,451,075 ) (4,866,364 ) $ 495,448 $ 143,855 5 Table of Contents $ 262,890 $ 188,883 187,261 120,756 75,629 68,127 67,442 90,935 87,490 86,194 103,843 21,199 112,439 148,955 207,535 116,892 578,749 464,175 (503,120 ) (396,048 ) (73,194 ) (24,849 ) (73,394 ) (109,767 ) (616,983 ) 197,758 (763,571 ) 63,142 (1,266,691 ) (332,906 ) - - (1,266,691 ) (332,906 ) (662 ) (502 ) NET LOSS ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS $ (1,267,353 ) $ (333,408 ) $ (0.00 ) $ (0.00 ) 1,282,900,570 1,059,634,814 ITEM 3.Defaults Upon Senior Securities56 Table of Contents 47,750,000 $ 4,775 935,585,925 $ 93,559 $ 59,951,381 $ (60,797,888 ) $ (31,804 ) $ (779,977 ) 600,000 60 38,460 38,520 6,979,167 698 215,656 216,354 198,153,931 19,815 733,673 753,488 7,000,000 700 2,494,300 2,495,000 (3,800,000 ) (380 ) 95,000,000 9,500 (9,120 ) - 516,160 516,160 - (8,048,550 ) (57,359 ) (8,105,909 ) 50,950,000 $ 5,095 1,236,319,023 $ 123,632 $ 63,940,510 $ (68,846,438 ) $ (89,163 ) $ (4,866,364 ) 8,000,000 800 799,200 800,000 44,531,249 4,453 195,046 199,499 (1,750,000 ) (175 ) 10,500,000 1,050 (875 ) - 682,481 682,481 (1,267,353 ) 662 (1,266,691 ) 49,200,000 $ 4,920 1,299,350,272 $ 129,935 $ 65,616,362 $ (70,113,791 ) $ (88,501 ) $ (4,451,075 ) 47,750,000 $ 4,775 935,585,925 $ 93,559 $ 59,951,381 $ (60,797,888 ) $ (31,804 ) $ (779,977 ) 600,000 60 38,460 38,520 105,000,000 10,500 199,500 210,000 (3,800,000 ) (380 ) 95,000,000 9,500 (9,120 ) - - (333,408 ) 502 (332,906 ) 43,950,000 $ 4,395 1,136,185,925 $ 113,619 $ 60,180,221 $ (61,131,296 ) $ (31,302 ) $ (864,363 ) ITEM 4.Submission of Matters to Vote of Security Holders57 Table of Contents $ (1,267,353 ) $ (333,408 ) 662 502 - 38,520 - 2,800 73,394 109,767 616,983 (197,758 ) (16,970 ) (962 ) (14,409 ) (12,607 ) (5,746 ) (8,209 ) (14,160 ) (10,563 ) 168,622 (18,084 ) (458,977 ) (430,002 ) - (120,000 ) - (120,000 ) 23,445 - - (4,303 ) 750,000 - 773,445 (4,303 ) 314,468 (554,305 ) 68,781 915,078 $ 383,249 $ 360,773 $ - $ - $ - $ - $ 75,000 $ - $ 199,499 $ 210,000 $ 1,050 $ 380 $ 800,000 - ITEM 5.Other Information58 ITEM 6.Exhibits5SIGNATURES6Table of Contents2PART I - FINANCIAL INFORMATIONCARBON CREDITS INTERNATIONAL,(A DEVELOPMENT STAGE ENTERPRISE)INDEX TO FINANCIAL STATEMENTSPage No.Condensed Balance Sheets as of July 31, 2009 (Unaudited) and October 31, 2008 (Audited)F-2Condensed Statements of Operations for the Three and Nine Months Ended July 31, 2009 and 2008, and Cumulative from Inception (October 15, 2007) to July 31, 2009 (Unaudited)F-3Condensed Statements of Cash Flows for the Nine Months Ended July 31, 2009 and 2008 and Cumulative from Inception (October 15, 2007) to July 31, 2009 (Unaudited)F-4Condensed notes to Financial Statements as of July 31, 2009 (Unaudited)F-5F-1(A DEVELOPMENT STAGE ENTERPRISE) CONDENSED BALANCE SHEETS July 31, October 31, 2009 2008 (unaudited) (audited) ASSETS CURRENT ASSETS Cash $ 18,454 $ 75,223 Accounts receivable-affiliate - 767 Prepaid expenses - 1,410 Total current assets 18,454 77,400 EQUIPMENT Computer, net of accumulated depreciation 1,569 2,182 OTHER ASSETS Website development costs, net of accumulated amortization 5,342 7,124 License, net of accumulated amortization 3,768,774 - Total other assets 3,774,116 7,124 Total assets $ 3,794,139 $ 86,706 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ - $ 1,096 Accrued liabilities 85,195 - Shareholders' advances 37,695 72,196 Total current liabilities $ 122,890 $ 73,292 STOCKHOLDERS' EQUITY Class A Convertible Preferred stock, $.0001 par value, 10,000,000 shares authorized, 8,000,000 issued and outstanding 800 800 Common stock, par value $.0001,100,000,000 shares authorized, 32,537,000 shares issued and outstanding (2009) 24,781,000 shares issued and outstanding (2008) 3,254 2,478 Paid in capital 4,993,351 482,004 Stock subscriptions payable 42,272 15,180 Deficit accumulated during development stage (1,368,428) (487,048) Total stockholders' equity 3,671,249 13,414 Total liabilities & stockholders' equity $ 3,794,139 $ 86,706 The accompanying notes are an integral part of these financial statements. F-2 (A DEVELOPMENT STAGE ENTERPRISE) CONDENSED STATEMENTS OF OPERATIONS (unaudited) Cumulative from Inception Three Months Three Months Nine Months Nine Months (October 15, 2007) Ended Ended Ended Ended to July 31, 2009 July 31, 2008 July 31, 2009 July 31, 2008 July 31, 2009 REVENUES $ - $ - $ 1,145 $ - $ 1,912 EXPENSES General and administrative: Consulting fees 494,500 83,126 707,381 249,376 1,061,124 Other 30,490 67,338 101,743 92,855 235,616 Depreciation and amortization 72,024 - 73,621 - 73,893 Total expenses 597,014 150,464 882,745 342,231 1,370,633 OTHER INCOME-Interest 7 - 221 - 293 . NET LOSS $ (597,007 ) $ (150,464 ) $ (881,379 ) $ (342,231 ) $ (1,368,428 ) NET LOSS PER SHARE - BASIC $ (0.02 ) $ * $ (0.03 ) $ (0.01 ) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC 29,063,630 24,621,000 29,028,923 24,603,847 * less than $(.01) per share F-3CARBON CREDITS INTERNATIONAL, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONDENSED STATEMENTS OF CASH FLOWS (unaudited) Cumulative from Nine Months Nine Months Inception Ended Ended (October 15, 2007) to July 31, 2009 July 31, 2008 July 31, 2009 OPERATING ACTIVITIES Net loss $ (881,379) $ (342,231) $ (1,368,427) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 73,621 - 73,893 Common stock issued at spin off - - 2,420 Preferred stock issued for services - - 800 Common stock issued for services 477,500 - 477,500 Compensation considered as addition to capital 161,005 - 474,448 Changes in operating assets and liabilities: Decrease in accounts receivable-affiliate 767 - - (Decrease) in accounts payable (1,096) - - Decrease in prepaid expenses 1,410 19,023 - Increase in accrued liabilities 85,195 222,926 85,195 Net cash used by operating activities (82,977) (100,282) (254,171) INVESTING ACTIVITIES Website development costs - - (7,124) Purchase of equipment - - (2,454) Net cash used by investing activities - - (9,578) FINANCING ACTIVITIES Proceeds from sale of common stock 18,438 48,999 187,057 Proceeds from shareholder advances 30,212 12,787 128,275 Proceeds received in advance of stock subscriptions 42,272 - 57,452 Shareholder advances - repaid (64,714) (4,963) (90,581) Net cash provided (used) by financing activities 26,208 56,823 282,203 NET INCREASE/(DECREASE) IN CASH (56,769) (43,459) 18,454 CASH, BEGINNING OF PERIOD 75,223 43,934 - CASH, END OF PERIOD $ 18,454 $ 475 $ 18,454 NON-MONETARY TRANSACTION Stock issued for licensing agreement 6,000,000 shares issued at $0.64 per share $ 3,840,000 $ - $ 3,840,000 Stock issued for subscriptions payable 46,000 shares issued at $0.33 per share $ 15,180 $ - $ 15,180 F-4CARBON CREDITS INTERNATIONAL, INC.CONDENSED July 31, 2009(UNAUDITED) BASISORGANIZATION AND NATURE OF PRESENTATIONInBUSINESSopinionresult of management,a spin off from Carbon Credits Industries, Inc. (“CCI”), its former parent issuer, on October 17, 2007, in which 24,196,000 shares of common stock were issued to the accompanying unauditedshareholders of CCI on a share for share basis ownership. in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all ofassuming that the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary forCompany will continue as a fair presentation of the Company’s financial position as of July 31, 2009, and the results of its operations and cash flows for the nine months ended July 31 2009 and 2008 have been made. Operating results for the three and nine months ended July 31 2009 are not necessarily indicative of the results that may be expected for the year ended October 31, 2009.These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s audited financial statements for the year ended October 31, 2008 included in the Company’s Form 10-K. The Company follows the same accounting policies in the preparation of this interim report.Going ConcernThe Company has realized $1,912 of revenues since inception.going concern. As of JulyMarch 31, 2009,2019, the Company has an accumulated deficit of $1,368,428.Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.Our ability to continue in existence is dependent on our ability to develop our business plan and to achieve profitable operations. Our business plan involves our pursuing additional product approvals such as that provided by United Laboratories, (UL) for all of the products we are licensed to sell or use. This will enable us to have a worldwide customer base from which we can ultimately obtain our potentially largest source of revenue, the sharing of energy savings on a long-term basis. Since we anticipate being unableyet to achieve profitable operations and/and is dependent on its ability to raise capital from stockholders or adequate cash flows in the near term, we will haveother sources to continuesustain operations and to pursue additional equity financing through private placements of our common stock.ultimately achieve viable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.9 Table of Contents INCOME TAXESThere was noBASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESfederal tax provision or benefit recorded for any period since inception, nor were there any recorded deferred income tax assets, as such amounts were completely offset by valuation allowances since there is no assurancerevenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of future taxable income.NOTE 3 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDSNewother topics in the FASB Accounting Standards Not Yet AdoptedDecember 2007,accordance with the FASB issued SFAS 141(R), “Business Combinations.” This Statement replaces SFAS 141, “Business Combinations,”new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer.requires an acquirerCash Equivalentsrecognizebe cash equivalents. The Company maintains deposits in financial institutions which are insured by the assets acquired,Federal Deposit Insurance Corporation (“FDIC”). The Company had deposits in excess of amounts insured by the liabilities assumed, including those arisingFDIC of approximately $108,000 as of March 31, 2019.10 Table of Contents contractual contingencies, any contingent consideration,their host instruments and any non-controlling interestaccount 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 acquireeconsolidated 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 acquisitionconversion date measuredand 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 their fair values asthe commitment date of that date, with limited exceptions specifiedthe note transaction and the effective conversion price embedded in the statement. SFAS 141(R) alsonote. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemptionthe acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiablerecognition of deferred tax assets and liabilities as well asfor future tax consequences attributable to differences between the non-controlling interestfinancial 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 acquiree, at the full amounts of their fair values (or other amounts determinedyears in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s requirementwhich those temporary differences are expected to measure the non-controlling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the non-controlling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, “Accounting for Income Taxes,” to require the acquirer to recognize changes in the amount of itsbe recovered or settled. The effect on deferred tax benefits that are recognizable becauseassets and liabilities of a business combination eitherchange in income from continuingtax 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.combination or directly in contributed capital, depending onweighted average number of common stock outstanding, and the circumstances. It also amends SFAS 142, “Goodwill and Other Intangible Assets,” to, among other things, provide guidance ondilutive shares.impairment testingsecurities that were excluded from the diluted per share calculation because the effect of acquired research and development intangible assets and assets thatincluding these potential shares was antidilutive even though the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for whichexercise price could be less than the acquisition date is on or after the beginningaverage market price of the first annual reporting period beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoptioncommon shares:1,230,000,000 229,585,686 10,000,000 1,469,585,686 11 Table of Contents SFAS 141(R) could have on our financial statements.F-5CARBON CREDITS INTERNATIONAL, INC.CONDENSED NOTES TO FINANCIAL STATEMENTSJuly 31, 2009(UNAUDITED)NOTE 3 -THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS - continuedIn December 2007, the FASB issued SFAS 160, “Non-controlling Interests in Consolidated Financial Statements.” SFAS 160 amends Accounting Research Bulletin 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a non-controlling interest in a subsidiary is an ownership interestEstimates in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the non-controlling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 160 could have on our financial statements.In May 2009, the FASB issued SFAS No. 165, Subsequent Events(“SFAS 165”). SFAS 165 provides authoritative accounting literature related to evaluating subsequent events that was previously addressed only in the auditing literature, and is largely similar to the current guidance in the auditing literature with some exceptions that are not intended to result in significant changes in practice. SFAS 165 defines subsequent events and also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective on a prospective basis for interim or annual financial periods ending after June 15, 2009. We plan to adopt SFAS 165 in the first quarter of Fiscal 2010 and do not expect it to have a material impact on our consolidated financial statements.In June 2009, the FASB issued StatementPreparation of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. Statements Company will adopt SFAS 166 in fiscal 2011. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with accounting principles generally accepted accounting principles (“GAAP”)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.$ – $ – $ 2,215,376 $ 2,215,376 $ – $ – $ 2,149,878 $ 2,149,878 12 Table of Contents 2,215,376 - (682,481 ) 616,983 $ 2,149,878 $ 616,983 SFAS 168 isThis standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard will be effective for our interim and annual periods endingbeginning January 1, 2019 and must be applied on a modified retrospective basis to leases existing at, or entered into after, September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending January 3, 2010. This will not have an impact on the resultsbeginning of the Company.New Accounting Standards AdoptedIn March 2008,earliest comparative period presented in the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133,” (SFAS “161”) as amended and interpreted, which requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted.statements. We adopted this standard on January 1, 2019. The adoption of this statement isstandard did not have a material impact on our financial position or results of operations.effectimpact on the Company’s financial statements.In May 2008,position, operations or cash flows. Management has evaluated these new pronouncements through March 31, 2019.Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires thatcost method. If cost exceeds fair value, an insurance enterprise recognize a claim liability prior to an event of default when thereimpairment loss is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, includingrecognized unless the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. Itimpairment is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.F-6CARBON CREDITS INTERNATIONAL, INC.CONDENSED NOTES TO FINANCIAL STATEMENTSJuly 31, 2009(UNAUDITED)NOTE 4 - EARNINGS PER SHAREcomputes net loss per share in accordance with SFAS No. 128, “Earnings per Share” (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisionshad total investments of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number$60,000 as of shares of common stock outstanding during the period.Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares arising from the conversion of preferred shares into common shares at the election of the holders thereof. Potentially dilutive common shares consist of employee stock options, warrants, and unissued restricted common stock, and are excluded from the diluted earnings per share computation in periods where the Company has incurred net losses.During the three months ended JulyMarch 31, 2009 and 2008, our loss was $0.02 and and less than $0.01 per share based on the weighted average number of shares outstanding during those periods of 29,063,630 and 24,621,000, respectively. There were no dilutive securities outstanding.NOTE 5 - EQUITY TRANSACTIONSDuring the nine month period ended July 31 2009, we received proceeds of $18,438 for 60,000 shares of common stock and reclassified $15,180 received in advance in October 2008 for stock subscriptions dated in November2019 and December 2008 as common stock issuances for 46,000 shares. In addition, we received $8,472 for future common stock issuances of 24,000 shares, which issuances will be recorded upon receipt of the underlying stock subscription. During the three months ended July 31, 2009 we received $33,800 for future common stock issuances of 169,000 shares. Our Board of Directors has approved the sale of 4,500,000 shares of our restricted common stock to unaffiliated non resident aliens for $0.33 per share on October 15, 2008, of which 266,000 shares have been issued through July 31 2009.13 Table of Contents April 10, 2009, our Board of Directors authorized an employee and consultants share plan approving the issuance of up to 5,000,000 shares of common stock as remuneration or in consideration for services rendered. On April 14, 2009, 200,000 of these shares were issued in exchange for legal services rendered at a value to the corporation of $0.05 per share. On May 5, 2009, 500,000 of these shares were issued to our CEO in partial payment against accrued compensation for services rendered between November 1, 2008 and April 30, 2009 at a value to the corporation of $0.05 per share. On May 5, 2009, 200,000 shares of the company's common stock were issued from our employee and consultants share plan in consideration for legal services rendered at a value to the corporation of $0.05 per share. On May, 21 2009, 500,000 shares of the company's common stock from our employee and consultants share plan were issued to our independent directors (250,000 shares to each independent director) at a value to the company of $0.64 per share. On May 26, 2009, in accordance with our agreement with Carbon Reducer Industries Ltd dated May 21, 2009, 6,000,000 shares of the company's restricted common stock were issued at a value of $0.64 each. On May 26, 2009, 250,000 shares of the company's restricted common stock from our employee and consultants share plan were issued to our Chief Financial Officer at a value to the company of $0.45 per share.NOTE 6 - SHAREHOLDER ADVANCESShareholder advances decreased by $34,501 during the nine months ended July 31 2009 representing additional advances of $30,212 and repayments of $64,714, whereas a net increase for the period ended October 31, 2008 was $68,236 representing repayments of $867 and increases of $69,103.NOTE 7 - WEBSITE DEVELOPMENT COSTS AND AMORTIZATIONCommencing November 1, 2008, we began amortizing website development costs ratably over a 3 year period. Accordingly, amortization for the three and nine months ended July 31 2009 was $594 and $1,782, respectively.NOTE 8 - LICENSE COSTS AND AMORTIZATIONOn May 21, 2009, we entered into an exclusive worldwide distribution agreement with Carbon Reducer Industries, Ltd. (“CRIL”) of Bangkok, Thailand to market and distribute CRIL’s proprietary next generation energy saving solutions for large energy consuming customers. Our Chief Executive Officer is a director, employee and shareholder of CRIL. On May 26, 2009, under the terms of this agreement, we issued of 6,000,000 shares of the Company’s common restricted stock to CRIL at value to the company of $0.64 per share or $3,840,000 in aggregate. The licensing rights have been capitalized at this value and are amortized ratably over an estimated economic life of 10 years. Accordingly, amortization within the three months ended July 31 2009 was 71,226. The capitalized value of the licensing rights under this agreement have not been tested for impairment during the current quarter. An impairment test will be conducted annually.F-7CARBON CREDITS INTERNATIONAL, INC.CONDENSED NOTES TO FINANCIAL STATEMENTSJuly 31, 2009(UNAUDITED)NOTE 9 - ACCRUED COMPENSATIONEffective December 15, 2008, compensation was increased from $150,000 for our president and $180,000 for our former CFO for the 12 months ended October 15, 2009 to $210,000 each for the 12 month period ended December 15, 2009. Our former CFO resigned on March 19, 2009.On May 5, 2009, 500,000 shares were issued to our CEO in partial payment against accrued compensation for services rendered between November 1, 2008 and April 30, 2009 at a value to the corporation of $0.05 per share. On July 31, 2009, our CEO resolved to eliminate the balance of his accrued salary compensation and benefits as a contribution toward the paid in capital of the company.Accordingly, the accrued compensation as of July 31 2009 consists of accrued salary compensation of $76,750 and accrued benefits of $8,314 payable to our former CFO. All accrued compensation of $19,754, which included accrued benefits of $1,931 for our CTO, who resigned as of December 11, 2008, was eliminated and treated as contributed capital as of that date.NOTE 10 - COMMITMENTSOn May 21, 2009,February 22, 2019 the Company entered into an exclusive worldwide distributionasset purchase agreement (the “Asset Purchase Agreement”) with Carbon Reducer Industries LtdDirect Solar LLC and AI Live Transfers LLC (collectively referred to as the “Sellers” or “Direct Solar”) whereby the Company agreed to acquire certain assets of Bangkok, Thailandthe Sellers (the “Purchased Assets” as more fully set forth in the Asset Purchase Agreement). Pursuant to marketthe Asset Purchase Agreement the Company agreed: (i) to pay the Sellers that number of shares of Company common stock equal to $2,040,000 (based on the average closing price of the Company common stock during the five trading days immediately preceding the closing of the transactions contemplated by the Asset Purchase Agreement), (ii) create a subsidiary (the “SUB”) and distribute Carbon Reducer Industries Ltd proprietary next generation energy saving solutions for large energy consuming customers. issue the Sellers equity interests in SUB equal to ownership of Forty Nine Percent (49%) of SUB; both subject to adjustment, and (iii) providing SUB (within 14 days of closing of the transactions contemplated by the Asset Purchase Agreement) with $250,000.company has paid Carbon Reducer Industries Ltdclosing of the transactions set forth in the Asset Purchase Agreement are subject to the satisfaction (or waiver) of certain conditions. The material conditions are as follows: (i) delivery of a licensing feebill of 6,000,000 sharessale in the form mutually agreeable to the parties duly executed by Sellers, transferring the Tangible Personal Property included in the Purchased Assets to the Company; (2) an assignment agreement in the form mutually agreeable to the parties duly executed, effecting the assignment of the Purchased Assets; (3) [an] assignment[s] in the form mutually agreeable to the parties duly executed, transferring all of Sellers’ right, title and interest in and to the Intellectual Property Assets; (4) an Operating Agreement of the SUB to be in effect upon Closing in the form as mutually agreed to amongst the parties; (5) with respect to each Lease, an Assignment and Assumption of Lease in the form mutually agreeable to the parties; (6) transition services agreements in the forms mutually agreeable to the parties duly executed by certain employees of the Sellers; (7) completion, to the Company’s satisfaction, of an audit of Seller’s financial statements from inception to December 31, 2018 by the Company’s independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States); and the Company being satisfied with its due diligence review of the Sellers, its Business and the Purchased Assets, including without limitation speaking with and otherwise reviewing relationships with all suppliers, customers, employees, independent contractors, and clients of Sellers.common restricted stock. Further,operations and the results of the May 2019 acquisition of Direct Solar as if it had been consummated on January 1, 2019 are not available as of the date of this filing.14 Table of Contents 10,500 10,500 398,250 547,749 620,000 670,000 1,395,000 570,000 2,423,750 1,798,249 (1,143,003 ) (1,141,396 ) 1,280,747 656,853 (30,747 ) (156,853 ) $ 1,250,000 $ 500,000 $ 30,747 1,250,000 $ 1,280,747 15 Table of Contents shall pay Carbon Reducer Industries Ltdadjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $616,983 for the three months ended March 31, 2019 and gain of $197,758 for the three months ended March 31, 2018.commissionsummary of 15%changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2019.gross sales proceeds derivedoutstanding shares. No dividends are payable unless declared by the Board of Directors. Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share.16 Table of Contents 17 Table of Contents commercial exploitationfounder of Carbon Reducer Industries's Ltd energy saving solutions. ( DIGS. Total payments related to this sub-lease for the three months ended March 31, 2019 and 2018 were $0 and $4,875, respectively.5)
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Currently the Company leases approximately 1,400 square feet of office space at 2999 North 44th St, Phoenix, AZ 85018 at a monthly rent of $3,375.97. The lease term expires September 2019.
See the Company’s Form 10-K for the year ended December 31, 2018 for details on our executive’s employment agreements. There have been no changes to these agreements.
NOTE 9 - REVENUE CLASSES
Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows:
|
| Three Months Ended March 31, |
|
| Three Months Ended March 31, |
| ||
|
| 2019 |
|
| 2018 |
| ||
|
|
|
|
|
|
| ||
Retail |
| $ | 41,971 |
|
| $ | 26,625 |
|
Services |
|
| 220,919 |
|
|
| 162,258 |
|
Total |
| $ | 262,890 |
|
| $ | 188,883 |
|
NOTE 1110 - SUBSEQUENT EVENTS
See Note 3 for our board of directors resolved to adjust the issue price from $0.20 per share to $0.05 per share for new subscriptions received during the months of June and July 2009. The company received cash proceeds from private placement investors totaling $33,800 during this period.
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Overview
Singlepoint Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is a technology and acquisition company with a focus on Form 10-Q contains statements which, to the extent they do not recite historical fact, constitute "forward looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the use of words like "may," "will," "could," "should," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "continue," and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantiallyacquiring companies that will benefit from the resultsinjection of growth capital and technology integration. Our portfolio companies include mobile payments, ancillary cannabis services and blockchain solutions. We built our portfolio by acquiring an interest in undervalued companies, thereby providing a rich, diversified holding base. We acquire and work with key company management to grow successful candidate companies.
Plan of Operation
We are a technology and acquisition company with a focus on acquiring companies that will benefit from the forward looking statements suggest for various reasons, including those discussed under the caption "Risks Related toinjection of growth capital and technology integration. Our Business" in our annual report on Form 10-K for the fiscal year ended October 31, 2008. These forward looking statements are made only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any changeportfolio companies include mobile payments, ancillary cannabis services and blockchain solutions. We have developed and released applications mainly in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and other financial information included in this Form 10-Q.
Critical Accounting Policies
Our significant accounting policies are more fully described in the notes to date.
New and Recently Adopted Accounting Pronouncements
Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the period ended March 31, 2019.
Results of Operations
Financial Condition and Changes in Financial Condition
Overall Operating Results:
Comparison of the Three Months Ended March 31, 2019 with the Three Months Ended March 31, 2018
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Revenue. For the three months isended March 31, 2019, we generated revenues of $262,890 as compared to raise sufficient capital$188,883 for the three months ended March 31, 2018. The increase of revenue was due to meet future working capital requirements and to continue to seek UL approval for its products so it can commence salesthe integration of a subsidiary acquired in North America.
Cost of Revenues. For the rights to market and sell worldwide, certain proprietary products. Thethree months ended March 31, 2019 cost of these productsrevenue increased to us is$187,261 from $120,756 for the three months ended March 31, 2018. The increase was mainly due to the increase in revenue from a subsidiary acquired in August of 2018.
Professional and Legal Fees. For the three months ended March 31, 2019, compensation increased to $103,843 from $21,199 for the three months ended March 31, 2018, primarily due to increased costs related to our change to becoming fully reporting with the SEC during 2018.
Investor Relations. For the three months ended March 31, 2019, investor relations expense decreased to $112,439 from $148,955 for the three months ended March 31, 2018, primarily as a result of decreased use of investor relations consultants.
General and Administrative Expenses. Our general and administrative expenses increased to $207,535 for the three months ended March 31, 2019 from $116,892 for the three months ended March 31, 2018, representing a $90,643 increase. The increase was primarily a result of additional costs related to our new office, marketing, insurance and travel.
Other Income (Expense). For the three months ended March 31, 2019, other expense, net was $763,5711, compared to other income, net of $63,142 for the three months ended March 31, 2018, an increase of $826,713. The increase in other expense was primarily due to the $616,983 loss on a mutually agreeable basis.
Net Loss. The Company’s net loss was $1,266,691 and $332,906 for the three months ended March 31, 2019 and 2018, respectively. The increase in accordance with generally accepted accounting principles, we will report salesnet loss was mainly due to the increases in professional and cost of sales since the rightslegal fees, general and obligations relating to such sales and cost of sales will be ours. We believe substantial sales will not occur until after UL approval is obtained for non-Asian markets.
Liquidity and Capital Resources
We are an early stage company and have generated minimal revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
The Company had $383,249 in cash as of March 31, 2019. The Company has negative working capital of approximately $3.3 million, and total stockholders’ deficit of approximately $4.5 million as of March 31, 2019. As of March 31, 2019, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have an exclusive worldwide distribution agreement with Carbon Reducer Industries Ltd of Bangkok, Thailand and Carbon Reducer Industries Sdn Bhd of Johur Bahru, Malaysia.
To continue operations for the next 12 months we will have a cash need of approximately $500,000. Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through outside investors through convertible notes, debt or similar instrument(s), including but not limited to the current outstanding convertible notes. Except as mentioned above, the Company has no committed external source of funds, and industrial clientsthere is no guarantee we would be able to raise such funds. The Company plans to pay for its energy efficiency solutions over time.
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Operating Activities
Cash flow used in operating activities – Net cash used in operating activities was $458,977 for the three months ended March 31, 2019 primarily as a result of private placements, such as, we have done in the past, for general and administrative expenses, including consulting fees, certification approvals, the establishment of marketing and sales efforts in Asia and elsewhere, and the cost to acquire inventory and related technical personnel to support these efforts.
Investing Activities
Cash flow used in investing activities – We had no cash from or used in investing activities during the three months ended March 31, 2019. For the three months ended March 31, 2018, our investing activities used cash of $120,000 due to our investment in a Shield Saver.
Financing Activities
Cash flow from financing activities – During the quarterthree months ended JulyMarch 31, 2009,2019, our Chief Executive Officer's salary expensefinancing activities provided cash of $58,188 was contributed$773,445, primarily from $750,000 of proceeds from convertible notes during the period. During the three months ended March 31, 2018, our financing activities used cash of $4,303 to additional paid in capital of the company and share-based compensation totaling $442,500 was grantedrepay advances to our two independent directors ($160,000 each), Chief Financial Officer ($112,500) and our legal counsel ($10,000).
July 31, | July 31, | |||||||
2009 | 2008 | |||||||
Office rentals including office in home for our two officers | $ | 5,866 | 1,951 | (a) | ||||
Travel and meals | 2,026 | 1,954 | ||||||
Other amounts | 22,598 | 63,433 | ||||||
Total general and administrative expense | $ | 30,490 | 67,433 |
Off Balance Sheet Arrangements We do not have any significant off-balance sheet arrangements that have or are reasonably likely to |
Recent Accounting Pronouncements
During the three months ended March 31, 2009. Our capital requirements2019, there were no accounting standards and interpretations issued which are becoming more significant as we move forward in time and develop our business plan.
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Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of disclosure controlsDisclosure Controls and procedures
We have performed an evaluation was performed under the supervision and with the participation of the Company’sour management, including theour President and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’sour disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of JulyMarch 31, 2009.2019. Based on that evaluation, the Company’sour management, including theour President and CEO and CFO, concluded that the Company’sour disclosure controls and procedures were not effective as of JulyMarch 31, 2009. During the quarter ending on July 31 2009, there was no change2019 to provide reasonable assurance that information required to be disclosed by us in the Company’sreports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.
Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
1) | lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and | |
2) | inadequate segregation of duties consistent with control objectives |
A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that hasthere is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2019, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or isare reasonably likely to materially affect, the Company’sour internal control over financial reporting.
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Neither the Company nor its property is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates are (i) a party adverse to us in any pending legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against us.
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
In January and February 2019, the Company issued an aggregate of 44,531,249 common shares to two investors for the conversion of a total of $199,500 of convertible debt.
On March 1, 2019, the Company issued an aggregate of 8,000,000 common shares to a consultant for consulting services at a price of $0.10 per share. The fair value of these shares of $800,000 was included in accrued expenses as of December 31, 2018.
None.
None.
None.
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Exhibit Number | Name of Exhibit | |
101** | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 are formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to |
________________
(1) Filed herewith.
(2) Users of this data are advised that pursuant to the requirementsRule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of Singlepoint Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
SINGLEPOINT INC. | |||
Dated: May 15, 2019 | By: | /s/ | |
Gregory P. Lambrecht | |||
Chief Executive Officer, |
Chief Financial Officer, |
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