As filed with the Securities and Exchange Commission on July 27, 2020

Registration No. ______________

 As filed with the Securities and Exchange Commission on September 10, 2008

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1


S-1/Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


CARBON CREDITS INTERNATIONAL, INC.

(Name of small business issuer in its charter)

NEVADA382526-1240905

SINGLEPOINT INC.

(Exact name of registrant as specified in its charter)

Nevada

5960

26-1240905

(State or jurisdiction of incorporation

or organization)

 (Primary

Primary Standard Industrial
Classification Code Number)Number 

(I.R.S.

IRS Employer


Identification No.)
Number


2300 E. Sahara Avenue,

2999 North 44th Street Suite 800, Las Vegas, Nevada USA 89123

Phone: (888) 579-7771
530

Phoenix, AZ

Telephone: (855) 711-2009
_______________________________________________________

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)


Hans J. Schulte
2300 E. Sahara Avenue, Suite 800, Las Vegas, Nevada USA 89123
 (888) 579-7771

JMS Law Group, PLLC

998C Old Country Road, #233

Plainview, NY 11803

Telephone: (516) 422-6285

Facsimile: (516) 422-6286

_______________________________________

(Name, address, including zip code, and telephone numbersnumber,

including area code, of agent for service)


COPIES OF ALL COMMUNICATIONS TO:
The O’Neal Law Firm, P.C.
14835 East Shea Boulevard
Suite 103, PMB 494
Fountain Hills, Arizona 85268
(480) 812-5058 (tel)
(888) 353-8842 (fax)

From time to time after the effectiveness of this registration statement.

(Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.


public)

If any securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.     x


1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an Offeringoffering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering.     o


offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering.     o


offering. ☐

If this Form is a post effectivepost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering.     o


If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.     o
offering. ☐

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”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated Filer filer

o  

Non-accelerated filer

Accelerated Filer  

Smaller reporting company

o

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 7(a)(2)(B) of the Securities Act. ☐

 
Non-accelerated Filer oSmaller reporting company 
x
(Do not check if a smaller reporting company) 


1


CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities To Be Registered (1)Amount To Be RegisteredProposed Maximum Offering Price Per Unit (2)Proposed Maximum Aggregate Offering PriceAmount of Registration Fee (2)
Common Stock1,670,360 shares$0.05 per share$83,518.00$3.28

Title Of Each Class Of Securities To Be Registered

 

Amount
To Be
Registered(1)

 

 

Proposed
Maximum
Offering
Price Per
Share

 

Proposed
Maximum
Aggregate
Offering
Price(1)(2)

 

 


Amount Of
Registration
Fee (3)

 

Common Stock

 

 

320,000,000

 

 

$0.0052 per share

 

$1,664,000

 

 

$215.99

 

TOTAL

 

 

320,000,000

 

 

$0.0052 per share

 

$1,664,000

 

 

$215.99

 

(1)

AnPursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional shares of common stock shallsecurities as may be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends, or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.transactions.

(2)  

Estimated

(2)

This offering price has been estimated solely for the purpose of computing the dollar value of the Purchase Shares and the registration fee of the Purchase Shares in accordance with Rule 457(c) of the Securities Act on the basis of the closing price of the common stock of the Company as reported on the OTCQB on June 1, 2020.

(3)

The fee is calculated by multiplying the aggregate offering amount by .0001212, pursuant to Rule 457(c) underSection 6(b) of the Securities Act.Act of 1933. Previously paid.

The registrantRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall filefiles a further amendment whichthat specifically states that this registration statement shallwill thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall becomebecomes effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


2


Subject to Completion
Prospectus
Carbon Credits International, Inc.
A Nevada Corporation
1,670,360 Shares of
Common Stock
This prospectus relates to 1,670,360 shares of common stock of Carbon Credits International, Inc., a Nevada corporation, which may be resold by selling stockholders named in this prospectus. We have been advised by the selling stockholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. The selling stockholders will sell their shares of our common stock at a price of $0.05 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Further, there is no assurance that our common stock will ever trade on any market or securities exchange. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders. We will pay for all of the expenses related to this offering.

2

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 6 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The information in this prospectusProspectus is not complete and may be changed. The selling stockholdersSelling Stockholder may not sell or offer these securities under this Prospectus until thisthe registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectusProspectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED  JULY 27, 2020

SINGLEPOINT INC.



Up to 320,000,000 Shares of Common Stock

This prospectus relates to the resale of up to 320,000,000 shares of our common stock, par value $0.0001 per share, by GHS Investments LLC (“Selling Stockholder” or “GHS”). The shares of common stock being offered by the Selling Stockholder may be issued pursuant to the equity financing agreement dated April 21, 2020 (the “Financing Agreement”), that we entered into with the Selling Stockholder. See below for a description and additional information on the Financing Agreement and “Selling Stockholder”. The prices at which GHS may sell the shares of common stock will be determined by the prevailing market price for the shares of common stock or in negotiated transactions.

The Financing Agreement with Selling Stockholder provides that Selling Stockholder is committed to purchase up to $7 million of our common stock. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Financing Agreement.

The Shares included in this prospectus represent a portion of the shares issuable to Selling Stockholder under the Financing Agreement.

Selling Stockholder is an “underwriter” within the meaning of the Securities Act in connection with the resale of our common stock under the Financing Agreement. No other underwriter or person has been engaged to facilitate the sale of shares of our common stock in this offering.

Our common stock is currently available for quotation on the OTCQB Market under the symbol “SING”. On June 1, 2020, the last reported sale price of our common stock on the OTCQB Market was $.0052 per share.

We will not receive any proceeds from the sale of these shares of common stock offered by Selling Stockholder. However, we will receive proceeds in the event we put shares to GHS under the Financing Agreement.

We will pay the expenses incurred in registering the shares of common stock, including legal and accounting fees. See “Plan of Distribution”

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS IN THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information from that contained in this prospectus. Selling Stockholder is offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus.

The Date of This Prospectus is _________, 2008.


3


TABLE OF CONTENTS

Is:  July ____, 2020

Form SB-2 Prospectus CaptionPage No.
Front of Registration Statement and Outside Front Cover Page of Prospectus1
Prospectus Cover Page3
Prospectus Summary and Risk Factors5

SINGLEPOINT INC.

Table of Contents

PAGE

Cautionary Note Regarding Forward-Looking Statements

5

Prospectus Summary

5

Risk Factors

7

GHS Transaction

15

Use of Proceeds

10

16

Determination of Offering Price

Selling Stockholder

10

16

Dilution10
Selling Security Holders10

Plan of Distribution

12

17

Legal Proceedings13

Description of Securities

13

19

Interest of Named Experts and Counsel

Legal Matters

14

24

Experts

24

Available Information

24

Description of Business

25

Legal Proceedings

29

Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.

29

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

33

Changes in and Disagreements with Accountants

37

Directors, Executive Officers, Promoters and Control Persons

14

37

Security Ownership of Certain Beneficial Owners and Management

16

43

Disclosure of Commission Position on Indemnification for Securities Act Liabilities17
Organization within Last Five Years18
Description of Business18
Plan of Operations21
Description of Property22

Certain Relationships and Related Transactions and Director Independence

22

44

Market for Common Equity and Related Stockholder Matters23
Executive Compensation24

Index to Consolidated Financial Statements

26
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

26
Indemnification of Officers and Directors

F-1-F-36

27
Other Expenses of Issuance and Distribution28
Recent Sales of Unregistered Securities28
Exhibits29
Undertakings30



4

PROSPECTUS SUMMARY AND RISK FACTORS
The Company

Carbon Credits International, Inc. (“CCII”) is engaged in

You may only rely on the business of marketing, and distributing both branded & private label power saving devices (PSDs) manufactured by Carbon Reducer Industries, Inc. Sdn. Bhd., a Malaysian corporation (“CRI”), pursuant to an Exclusive Distribution Agreement between our company, as licensee, and CRI, as licensor, which provides our company with the exclusive worldwide right to market and distribute products manufactured by CRI, including the right to enter into sublicenses with third-party distributors. 

Our principal executive office is located at 2300 E. Sahara Avenue, Suite 800, Las Vegas, Nevada 89102. Our telephone number is (888) 579-7771.
Management, or affiliates thereof, will not purchase shares in this offering.
Number of Shares Being Offered

This prospectus covers the resale by the selling stockholders namedinformation contained in this prospectus or that we have referred you to. We have not authorized any person to give you any supplemental information or to make any representations for us. This prospectus does not constitute an offer to sell or a solicitation of upan offer to 1,670,360 sharesbuy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our common stock. The offered shares were acquired byaffairs since the selling stockholdersdate of this prospectus is correct as of any time after its date. You should not rely upon any information about our Company that is not contained in private placement transactions, which were exempt fromthis prospectus. Information contained in this prospectus may become stale. You should not assume the registration requirementsinformation contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the Securities Acttime of 1933.delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changed since those dates. The selling stockholders willSelling Stockholder is offering to sell theirand seeking offers to buy shares of our common stock atonly in jurisdictions where offers and sales are permitted.

In this prospectus, “Sing,” “Singlepoint,” the “Company,” “we,” “us,” and “our” refer to Singlepoint Inc., a maximumNevada corporation, and the Company’s subsidiaries.

4

Table of Contents

Cautionary Note Regarding

Forward-Looking Statements

This Prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of $0.05 per share untilhistorical fact, contained in this Prospectus, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important cautionary statements in this Prospectus , particularly in the "Risk Factors" section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this Prospectus and the documents that we have filed as exhibits to this Prospectus with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Prospectus are made as of the date of this Prospectus, and we do not assume any obligation to update any forward-looking statements except as required by applicable law.

Prospectus Summary

The following summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Further, there is no assurance that our common stock will ever trade on any market or securities exchange. Please see the Plan of Distribution section at page 12 of this prospectus for a detailed explanation of how the common shares may be sold.


Number of Shares Outstanding

There were 24,621,000 shares of our common stock issued and outstanding at July 31, 2008

Use of Proceeds

We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling stockholders. We will incur all costs associated with this registration statement and prospectus.

Summary of Financial Information

The summarized consolidated financial data presented below is derived from and should be read in conjunction with our audited financial statements from October 15, 2007 (date of inception) through October 31, 2007, and our unaudited financial statements for the six month period ending April 30, 2008, including the notesshares. All dollar amounts refer to those financial statements which are includedUnited States dollars unless otherwise indicated. This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we consider to be important information about us, you should carefully read this entire prospectus along withbefore investing in our Common Stock, especially the section entitled Item 17. “Planrisks and other information we discuss under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes beginning on page 21 F-1. Our fiscal year end is December 31 and our fiscal years ended December 31, 2018 and 2019 are sometimes referred to herein as fiscal years 2018 and 2019, respectively. Some of this prospectus.

  Six Month Period Ended April 30, 2008 (Unaudited)  As at October 31, 2007 (Audited) 
Balance Sheet      
Current Assets and Other Assets $57,088  $65,138 
Current Liabilities $147,032  $12,314 
Stockholders’ Equity(Deficit) $(89,944) $52,824 

Income Statement      
Revenue $-0-  $-0- 
Total Expenses $191,767  $20,396 
Net Loss $(191,767) $(20,396)

We have just commenced our operations and are currently without revenue.  Our company has three employees at the present time, a President/CEO, CTO and CFO.  As of April 30, 2008, our accumulated deficit was $(212,163).  We anticipate that we will operate in a deficit position through January 2009, and be profitable thereafter.
5


RISK FACTORS

The securities offered hereby are highly speculative and should be purchased only by persons who can afford to lose their entire investment in CCII.  Each prospective investor should carefully consider the following risk factors, as well as all other information set forth elsewherestatements made in this prospectus before purchasing anydiscuss future events and developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”.

5

Table of Contents

Corporate History

Singlepoint Inc. (formerly Carbon Credits International Inc. or “CCII”) was incorporated in the State of the shares of our common stock.


We have no operating history and have maintained losses since inception, which we expect to continue into the near term.

We were incorporatedNevada on October 15, 20072007; and only just recently commenced operations. was the result of a spin off from Carbon Credits Industries, Inc. (CCI), on October 17, 2007. On January 6, 2012, Lifestyle Wireless, Inc., a private Washington corporation (“Lifestyle”), which is the historical business, entered into a Merger Agreement with CCII. On July 1, 2013, CCII changed its name to Singlepoint Inc.

Business Overview

We are a company whose core subsidiaries include solar and hemp. We built our portfolio by acquiring undervalued companies, providing a rich, diversified holding base. The Company looks to acquire businesses and build brands based on technology solutions we believe will increase efficiencies across various markets. We strive to create long-term value for our shareholders by helping our partner companies to increase their market penetration, grow revenue and improve cash flow. We currently have not realized any revenuesthree subsidiaries, Singlepoint Direct Solar LLC (“Direct Solar America”, 51% interest), Discount Indoor Garden Supply, Inc. (“DIGS”, 90% interest), and ShieldSaver, LLC (“ShieldSaver”, 51% interest). Our principal offices are located at 2999 North 44th Street Suite 530, Phoenix, AZ 85018, telephone: (855) 711-2009.

Direct Solar America is a solar brokerage company headquartered in Phoenix, Arizona that currently works with homeowners to date. We have no operating history at all upon which an evaluationdefine the best solar installation provider and financer for their particular need in multiple cities around the United States. ShieldSaver is a technology focused automotive company working to efficiently track records of vehicle repairs. DIGS is a California-based supplier of cultivation equipment and fulfills orders nationwide. In addition to these subsidiaries we also engage in the retail distribution of our proprietary in-house or exclusive hemp cigarette brand (“1606 Original Hemp”), and maintain an online business, SingleSeed, an online business providing hemp-based products to consumers.

The Offering

Shares of common stock offered by Selling Stockholder:

320,000,000 shares of common stock

Common stock to be outstanding after the offering:

Up to 2,123,070,015 shares of common stock.

Use of proceeds:

We will not receive any proceeds from the sale of the shares of common stock offered by Selling Stockholder. However, we will receive proceeds from sale of our common stock under the Financing Agreement. See “Use of Proceeds.”

Risk factors:

You should carefully read and consider the information set forth under the caption “Risk Factors” beginning on Page 7 and all other information set forth in this prospectus before investing in our common stock.

OTCQB Symbol:

SING

6

Table of Contents

Risk Factors

Risks Related to Our Business

Our businesses may be materially adversely affected by the recent coronavirus (COVID-19) outbreak or the related market decline and volatility.

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that is adversely affecting the economies and financial markets worldwide, including the businesses which we operate and own a percentage of. The recent market decline and volatility in connection with the COVID-19 pandemic could also materially and adversely affect any future potential acquisitions. Furthermore, with restrictions on travel, the limited ability to have meetings with personnel, vendors and services providers are expected to have an adverse effect on our businesses. While the Company expects the effects of the pandemic to negatively impact its results from operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time. The Company has experienced customer delays and extensions for projects, supply chain delays, furloughs of personnel, increased utilization of telework, increased safety protocols to address COVID-19 risks, decreased installations and other impacts from the COVID-19 pandemic. The Company is proactively working to adjust its operations to properly reflect the market environment during the immediate pandemic while maintaining sufficient resources for the expected rebound later this year. The extent to which COVID-19 impacts our businesses will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our operations may be materially adversely affected.

We may not be able to achieve our strategic initiatives and grow our business as anticipated.

Beginning in fiscal year 2014, we made a strategic decision to transition from a technology-based solutions provider to an acquisition and funding development partner. Our strategic initiatives have required us to devote financial and operational assets to these activities. Our success depends on our ability to appropriately manage our expenses as we invest in these initiatives. If we are not able to execute on this strategy successfully or if our investments in these activities do not yield significant returns, our business may not grow as we anticipated, which could adversely affect our operating results.

Any disruption of service at our facilities or our third-party providers could interrupt or delay our customers’ access to solutions, which could harm our operating results.

Any damage to, or failure of, our systems generally could result in interruptions in our services. Interruptions in our services may reduce our revenue, cause customers to terminate their subscriptions and adversely affect our attrition rates and our ability to attract new customers, all of which would reduce our revenue. Our business would also be harmed if our customers and potential customers believe our services are unreliable.

7

Table of Contents

Federal regulation and enforcement may adversely affect the implementation of medical marijuana laws and regulations may negatively impact our revenues and profits.

Currently, there are 30 states plus the District of Columbia that have laws and/or regulations that recognize in one form or another legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the Controlled Substances Act (the “CSA”), the policy and regulations of the Federal Government and its agencies is that cannabis has no medical benefit and a range of activities including cultivation and use of cannabis for personal use is prohibited. Until Congress amends the CSA with respect to medical marijuana, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be facilitating the selling or distribution of drug paraphernalia in violation of federal law. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect revenues and profits of the Company. The risk of strict enforcement of the CSA in light of congressional activity, judicial holdings and stated federal policy remains uncertain.

The Company may provide services to and potentially handle monies for businesses in the legal cannabis industry.

Selling or distributing medical or retail cannabis is deemed to be illegal under the Federal Controlled Substances Act even though such activities may be permissible under state law. A risk exists that our services could be deemed to be facilitating the selling or distribution of cannabis in violation of the Federal Controlled Substances Act, or to constitute aiding or abetting, or being an accessory to, a violation of that Act. Such a finding, claim, or accusation would likely severely limit the Company’s ability to continue with its operations in this field.

The legal cannabis industry faces an uncertain legal environment on state, federal, and local levels.

Although we continually monitor the most recent legal developments affecting the legal cannabis industry, the legal environment could shift in a manner not currently contemplated by the Company. For example, while we think there will always be a place for compliance-related services, broader state and federal legalization could render the compliance landscape significantly less technical, which would render our suite of compliance services less valuable and marketable. Lending money to legal cannabis participants could also be subject to legal challenge if the federal government or another jurisdiction decides to more actively enforce applicable laws. These unknown legal developments could directly and indirectly harm our business and results of operations.

The solar industry faces imports from many different regions of the world and relies on incentives

Although there is the ability to import from all over the world, solar is mainly imported from China and similar areas. With ongoing political climate and ever-changing tariffs these issues could lead to increased prices or slower production. In addition, the government could decide to decrease federal rebates which would price consumers out of the solar market unless tariffs on PV (photovoltaics) were removed to offset the cost of solar. Sales in the solar industry also has traditionally relied on in home consultations. Given the current COVID-19 pandemic people are social distancing following the guidelines outlined by health agencies which has led to a decrease in sales and a shift to a new virtual selling model that we are uncertain of its long-term effectiveness.

8

Table of Contents

We rely on third parties for certain financial and operational services essential to our ability to manage our business. A failure or disruption in these services could materially and adversely affect our ability to manage our business effectively.

We rely on third parties for certain essential financial and operational services. Traditionally, the vast majority of these services are provided by large enterprise software vendors who license their software to customers. Moreover, these vendors provide their services to us via a cloud-based model instead of software that is installed on our premises. As a result, we depend upon these vendors providing us with services that are always available and are free of errors or defects that could cause disruptions in our business processes, which could adversely affect our ability to operate and manage our operations.

Many of our customers are small- and medium-sized businesses, which may result in increased costs as we attempt to reach, acquire and retain customers.

We market and sell our services to small- and medium-sized businesses. In order for us to improve our operating results and continue to grow our business, it is important that we continually attract new customers, sell additional services to existing customers and encourage existing customers to renew their subscriptions. However, selling to and retaining small- and medium- sized businesses can be made. Our net loss from inceptionmore difficult than selling to April 30, 2008 was $(212,163). Our ability to achieve and maintain profitabilityretaining large enterprises because small- and positive cash flow beyond the near term is dependent upon:


medium-sized business customers:

·  

are more price sensitive;

are more difficult to reach with broad marketing campaigns;

have high churn rates in part because of the nature of their businesses;

often lack the staffing to benefit fully from our abilityapplication suite’s rich feature set; and

often require higher sales, marketing and support expenditures by vendors that sell to further develop our  customer basethem per revenue dollar generated for our products in Asia:those vendors.
·  the ability of our licensor to obtain UL approvals for our products to be sold in other countries;
·  our ability to generate a customer base in other countries;
·  our ability to control costs; and
·  our ability to compete with other energy savings products.

Based upon our proposed plans, we expect to incur operating losses through January 2009, and be profitable thereafter. This will happen because in November 2008, all sales in Asia will become our sales.  There will be substantial costs and expenses associated with the development and marketing of our products in North America after UL approval is obtained for which revenues in that area will be initially limited. Failure to generate revenues initially in North America will not cause us to go out of business because we expect to sustain profitability in Asia commencing January 2009, and ultimately adequate cash flows after July 2009.

If we are unable to cost-effectively market and sell our service to our target customers, our ability to grow our revenue and become profitable will be harmed.

We may choose to raise additional capital. Such capital may not be available, or may be available on unfavorable terms, which would adversely affect our ability to operate our business.

We expect that our existing cash balances will be sufficient to meet our working capital and capital expenditure needs for the next twelve months. If we choose to raise additional funds, due to unforeseen circumstances or material expenditures, we cannot be certain that we will be able to obtain the necessary revenuesadditional financing on favorable terms, if at all, and financingany additional financings could result in additional dilution to implementour existing stockholders.

Our market is subject to changing preferences; failure to keep up with these changes would result in our losing market share, thus seriously harming our business, planfinancial condition and results of operations.

Our customers and end users expect frequent product introductions and have changing requirements for new products and features. In order to be competitive, we need to develop and market new products and product enhancements that respond to these changing requirements on a timely and cost-effective basis. Our failure to do so promptly and cost effectively would seriously harm our business, financial condition and results of operations.

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We could become involved in claims or litigations that may result in adverse outcomes.

Due to the nature of our business from time to time we may be involved in a variety of claims or litigations.

We have had a history of losses and may incur future losses, which may prevent us from attaining profitability.

We have a history of operating losses since our inception. We may incur operating losses in the future, and these losses could be substantial and impact our ability to attain profitability. We do not expect to significantly increase expenditures for product development, general and administrative expenses, and sales and marketing expenses; however, if we cannot increase revenue growth, we will not have the money to pay our ongoing expenses andachieve or sustain profitability or positive operating cash flows. Even if we may go out of business unless our existing shareholder base provides funding.


Our ability to successfully sell our products to generate operating revenues in other countries depends on our ability to sustain overallachieve profitability and positive operating cash flows, to implement our business plan. Given that we have no operating history, no present revenues and only losses to date, we may not be able to achievesustain or increase profitability or positive operating cash flows on a quarterly or annual basis.

We cannot predict every event and circumstance that may impact our business and, therefore, the risks discussed herein may not be the only ones you should consider.

As we continue to grow our business, we may encounter other risks of which we are not aware as of the date of this goal,Registration Statement. These additional risks may cause serious damage to our business in the future, the impact of which we cannot estimate at this time.

We will need additional funding if we intend on growing our portfolio companies and making future acquisitions. If we are unable to raise capital when needed, we would be forced to delay, reduce or eliminate our planned development.

We expect our expenses to increase in connection with our ongoing activities. Furthermore, upon the effectiveness of this Registration Statement, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate some or all of our research and development programs or commercialization efforts.

Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Until the time, if this occursever, that we can generate substantial product revenues, we plan to sellfinance our cash needs through some combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to be abletake specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

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There is substantial doubt about our ability to paycontinue as a going concern

We have not generated any profit from combined operations since our inception. We expect that our operating costs. Should this fail,expenses will increase over the next twelve months to continue our development activities. Based on our average monthly expenses and current burn rate, we may go outestimate that our cash on hand as of business unlessDecember 31, 2019 will not sufficiently support our shareholder base provides us with the needed funding.


At April 30, 2008, we had $3,838 of cash. As of the date hereof, we have $2,800. Our budgeted operating cash expendituresoperation for the next 15 monthstwelve months. We do not expect to raise capital through July 2009debt financing from traditional lending sources since we are approximately $1,700,000, and our budgeted cash flownot currently generating a profit from gross profit is the same amount.operations. Therefore, we presently have budgeted a zero cash position from operations as of July 2009 and a need for additional capital fromonly expect to raise money through equity financing via the sale of securities of approximately $1,500,000.

How long CCII will be able to satisfy its cash requirements depends on how quickly we can generate sales in Asia and other countries. Although there can be no assurance at present, we plan to be in a position to generate revenues by November 1, 2008. We estimate that as of July 31,2009, we will generate sufficient cash flow from operations to fund all expenditures under our present  business plan.

We plan on selling additional equity securities to generate sufficient cash flows to supplement our operating budget until operations support continuing cash flows. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders depending on the price we can sell such shares. The resale of shares by our existing stockholders pursuant to this prospectus may result in significant downward pressure on the price of our common stock or equity-linked securities such as convertible debt. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. If we are unsuccessful in raising additional financing, we may need to curtail, discontinue or cease operations.

Risks Related to Employee Matters and cause negative impactManaging Growth

Our future success depends on our ability to sell additional equity securities.

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RISK FACTORS - continued
retain our chief executive officer and other key executives and to attract, retain and motivate qualified personnel.

We have limited sales and marketing experience.


Ourare highly dependent on Gregory Lambrecht, our Chief Executive Officer, William Ralston, our President, as well as the other principal members of our management has limited experience in marketing our proposed products and no distribution system has yet been successfully tested. Whileteam. Although we have plansentered into employment agreements with Mr. Lambrecht and Mr. Ralston providing for marketing and sales, there can be no assurance that such efforts will be successful or that we will be able to attract and retain qualified individualscertain benefits, including severance in the event of a termination without cause, these agreements do not prevent them from terminating their employment with marketing and sales expertise. Our future success will depend, among other factors, upon whether our products can be soldus at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that our products will gain wide acceptance in our targeted markets or that we will be able to effectively market our products.

If our estimates related to expenditures and cashflow from operations are erroneous, and we are unable to sell additional equity securities, our business could fall short of expectations and you may lose your entire investment.

Our financial success is dependent in part upon the accuracyany time. We do not maintain "key person" insurance for any of our management's estimates of expenditures and cash flow from operations. (See ITEM 17. "Plan of Operation") If such estimates are erroneousexecutives or inaccurate, we may not be able to carry out our business plan, which could, in a worst-case scenario, result in the failure of our business and you losing your entire investment.

We may not be able to compete effectively against our competitors.

We are engaged in a rapidly evolving field. Competition from other companies in the same field is intense and is expected to increase. Many of our competitors have substantially greater resources, research and development staff, sales and marketing staff, and facilities than we do. In addition, other recently developed technologies are, or may in the future be, the basis of competitive products. There can be no assurance that our competitors will not develop technologies and products that are more effective than those being developed by us or that would render our technology and products obsolete or noncompetitive.

Our Business Model may not be sufficient to achieve success in our intended market

Our survival is dependent upon the market acceptance of a narrow group of products.  Should these products be too narrowly focused or should the target market not be as responsive as we anticipate, we will not have in place alternate products we can offer to ensure our survival.

Inability of Our Officers and Directors to devote sufficient time to the operation of the business may limit our success.

Presently, the officers and directors of CCII allocate the majority of their time to the operation of CCII’s business.  Since our officers and directors are currently involved part time elsewhere, they may not be able to devote full time availability to work for CCII.

Should the business develop faster than anticipated, the officers and directors will have to retain other personnel to ensure that it continues as a going concern.
We need to retain key personnel to support our products and ongoing operations.
The development and marketing of our products will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers and other needed key employees and contractors who have critical industry experience and relationships that we rely on to implement our business plan.employees. The loss of the services of any of these persons could impede the achievement of our officers would negatively impactresearch, development and commercialization objectives. The unexpected loss of the services of one or more of our ability to sell our products, which could adversely affect our financial results and impair our growth.
Future  regulation of “Green Technologies” and related products could restrict our business, prevent us from offering our productsdirectors or increase our cost of doing business.
At present there are few laws, regulations or rulings that specifically address the use of “green technologies” and related products such as the products we sell. We are unable to predict the impact, if any, that future legislation, legal decisions or regulations may have on our business, financial condition, and results of operations. The increasing growth of “green technology” and related products heighten the risk that governments or other legislative bodies will seek to regulate such technologiesexecutive officers and/or related products, whichadvisors including due to disease (such as COVID-19), disability or death, could have a material adversedetrimental effect on us.

In addition, we rely on consultants and advisors to assist us in formulating our business, financial conditiondevelopment and operating results.

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RISK FACTORS - continued
commercialization strategy. Our independent auditors’ report statesconsultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that there ismay limit their availability to us.

Risks Associated with Our Capital Stock

Because we became a substantial doubt thatreporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we willmay not be able to continue asattract the attention of research analysts at major brokerage firms.

Because we became a going concern.


Our independent auditors, De Joya Griffith & Company, LLC, Certified Public Accountants, state in their audit report, dated September 6, 2008 and included with this prospectus, that since we are a development stagereporting company have no established source of revenue and are dependent on our ability to raise capital from shareholdersby conducting an underwritten initial public offering, or other sources to sustain operations, there is a substantial doubt that we will be able to continue as a going concern.

Investors will have little voice regarding the management of CCII due to the large ownership position held by our existing management and thus it would be difficult for new investors to make changes in our operations or management, and therefore, shareholders would be subject to decisions made by management and the majority shareholders.

Officers and directors directly own 11,607,500 shares of the total of 24,621,000 as of July 31 issued and outstanding shares of CCII’s common stock, and 8,000,000 shares of the total of 8,000,000 issued and out standing shares of CCII’s preferred stock. Thus, our officers and directors are in a position to continue to control CCII. Of these shares, Mr. Schulte, our CEO, President and Director, owns 6,000,000 shares of our preferred stock, or 75%. Dr. Prabaharan Subramaniam, our Chief Technology Officer, Secretary and Director, owns 7,607,500 sharesIPO, of our common stock, or 30.90% and Ivan Braverman, our Treasurer/CFO and Director owns 2,000,000 shares of our common stock, or 8.12 %., and 2,000,000 shares of our preferred stock, or 25%. Such control may be risky to the investor because the entire Company's operations are dependent on a very few people who could lack ability, or interest in pursuing CCII operations. In such event, our business may fail and you may lose your entire investment. Moreover, new investorswe will not be ablelisted on a national securities exchange, security analysts of brokerage firms may not provide coverage of our company. In addition, investment banks may be less likely to effectagree to underwrite secondary offerings on our behalf than they might if we were to become a change in the Company’s business or management.

Risks Associatedpublic reporting company by means of an IPO because they may be less familiar with our Common Stock

Difficulty for CCII stockholders to resell their stock due tocompany as a lackresult of more limited coverage by analysts and the media, and because we became public trading market

There is presently no public trading market forat an early stage in our common stock, and it is unlikely that an active public trading market can be established or sustained in the foreseeable future.  We intend to have our common stock quoted on the OTC Bulletin Board as soon as practicable.  However, there can be no assurance that CCII’s shares will be quoted on the OTC Bulletin Board.  Until there is an established trading market, holders of ourdevelopment.

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Our common stock may find it difficult to sell their stock or to obtain accurate quotations for the price of the common stock.  If a market for our common stock does develop, our stock price may be volatile.


Broker-dealers may be discouraged from effecting transactions in our shares because they are considered penny stocks and arebecome subject to the SEC's penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934 impose sales practicerules, which may make it difficult for broker-dealers to complete customer transactions and disclosure requirements on FINRA broker-dealers who make a marketcould adversely affect trading activity in our securities.

The SEC has adopted regulations which generally define "penny stocks". A penny stock generally includes any non-Nasdaqstock" to be an equity security that has a market price of less than $5.00 per share.  Our shares currently are not traded on Nasdaq nor on any other exchange nor are they quoted on the OTC/Bulletin Board or “OTCBB”. Following the date that the registration statement, in which this prospectus is included, becomes effective, we hope to find a broker-dealer to act as a market maker for our stock and file on our behalf with the FINRA an application on Form 15c(2)(11) for approval for our shares to be quoted on the OTCBB. As of the date of this prospectus, we have not attempted to find a market maker to file such application for us. If we are successful in finding such a market maker and successful in applying for quotation on the OTCBB, it is very likely that our stock will be considered a “penny stock”. In that case, purchases and sales of our shares will be generally facilitated by FINRA broker-dealers who act as market makers for our shares.  The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.


Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.
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RISK FACTORS - continued
Risks Associated with our Common Stock - continued
We intend to becomeshare, subject to the periodic reporting requirements of the Securities Exchange Act of 1934, which will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.

Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. In order to comply with such requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports.specific exemptions. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not invest in our common stock.

Because we can issue additional shares of common stock, purchasersmarket price of our common stock may incur immediate dilutionbe less than $5.00 per share for some period of time and therefore would be a "penny stock" according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

make a special written suitability determination for the purchaser;

receive the purchaser's prior written agreement to the transaction;

provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks" and which describe the market for these "penny stocks" as well as a purchaser's legal remedies; and

obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a "penny stock" can be completed.

If required to comply with these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

The market price of our common stock may be volatile and may fluctuate in a way that is disproportionate to our operating performance.

Our stock price may experience further dilution.


Wesubstantial volatility as a result of a number of factors, including:

sales or potential sales of substantial amounts of our common stock;

the success of competitive products or technologies;

announcements about us or about our competitors, including new product introductions and commercial results;

the recruitment or departure of key personnel;

developments concerning our licensors or manufacturers;

litigation and other developments;

actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

variations in our financial results or those of companies that are perceived to be similar to us; and

general economic, industry and market conditions.

Many of these factors are authorizedbeyond our control. The stock markets in general, and the market for FinTech (financial technology) and blockchain companies in particular, have historically experienced extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to issue up to 100,000,000 sharesthe operating performance of these companies. Broad market and industry factors could reduce the market price of our common stock, regardless of which 24,621,000 shares are issued andour actual operating performance.

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We currently have outstanding as of July 31, 2008.  We are authorized to issue up to 10,000,000 shares of preferred stock that have special rights that could limit our ability to undertake corporate transactions, inhibit potential changes of which 8,000,000 shares are issuedcontrol and reduce the proceeds available to our common stockholders in the event of a change in control. Additionally, even after our preferred stock converts to common stock, certain of our stockholders will have rights that could limit our ability to undertake corporation transactions and inhibit changes of control.

We currently have outstanding astwo classes of July 31, 2008. Our Board of Directors has the authority to cause us to issue additional shares ofstock, common stock and preferred stock, and there is one series of preferred stock, Class A Convertible Preferred Stock. The holders of Class A Convertible Preferred Stock are entitled to determinesuper voting and super converting rights. As a result of the rights preferences and privilegeour preferred stockholders have, we may not be able to undertake certain corporate transactions, including equity or debt offerings necessary to raise sufficient capital to run our business, change of such shares, without consentcontrol transactions or other transactions that may otherwise be beneficial to our businesses. These provisions may discourage, delay or prevent a merger, acquisition or other change in control of anyus that stockholders may consider favorable, including transactions in which our common stockholders might otherwise receive a premium price for their shares. The market price of our stockholders. Consequently,common stock could be adversely affected by the stockholders may experience more dilution in their ownership of CCII in the future.

Forward Looking Statements

This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” on pages 6 to 9, that may cause our or our industry's 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 these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the directionrights of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, wepreferred stockholders.

We have never paid and do not intend to updatepay cash dividends.

We have never paid cash dividends on any of our capital stock and we currently intend to retain future earnings, if any, to fund the forward-looking statementsdevelopment and growth of our business. As a result, capital appreciation, if any, of our common stock will be our common stockholders' sole source of gain for the foreseeable future. Under the terms of our existing Articles of Incorporation, we cannot declare, pay or set aside any dividends on shares of any class or series of our capital stock, other than dividends on shares of common stock payable in shares of common stock, unless we pay dividends to conformthe holders of our preferred stock. Additionally, without special stockholder and board approvals, we cannot currently pay or declare dividends and will be limited in our ability to do so until such time, if ever, that we are listed on a stock exchange.

Our executive officers and directors have the ability to control all matters submitted to stockholders for approval.

Our executive officers and directors hold collectively 51,200,000 shares of our Class A Convertible Preferred Stock (each share votes as the equivalent of 50 shares of common stock on all matters submitted for a vote by the common stockholders), and as such, they would be able to control all matters submitted to our stockholders for approval, as well as our management and affairs. For example, these statementspersons, if they choose to actual results. The safe harboract collectively, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire.

Provisions in our articles of incorporation and by-laws and under Nevada law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our articles of incorporation and by-laws, respectively, may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which our common stockholders might otherwise receive a premium price for forward-looking statements providedtheir shares. These provisions could also limit the price that investors might be willing to pay in the Private Securities Litigation Reformfuture for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors.

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We will incur increased costs as a result of operating as a public reporting company, and our management will be required to devote substantial time to new compliance initiatives.

As a public reporting company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 1995 does not apply to the offering made in this prospectus.


Securities2002 and Exchange Commission’s Public Reference

Any member of the public may read and copy any materials filedrules subsequently implemented by us with the Securities and Exchange Commission (the “SEC”) at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC, at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxyhave imposed various requirements on public companies, including establishment and information statements,maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other information regarding issuerspersonnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. For example, we expect that file electronically withthese rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

We currently have outstanding, and we may, in the SEC.


The Offering

This prospectus covers the resale by certain selling stockholders of 1,670,360future issue instruments which are convertible into shares of common stock, which were issued pursuantwill result in additional dilution to a spin off transaction with our former parent Carbon Credits Industries, Inc., a privately held Nevada corporation, and a private placement offering made by CCII pursuant to Regulation S promulgated under the Securities Act.
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USE OF PROCEEDS

Theyou.

We currently have an outstanding instrument which is convertible into shares of common stock, offered herebyand we may need to issue similar instruments in the future. In the event that these convertible instruments are being registered forconverted into shares of common stock, or that we make additional issuances of other convertible or exchangeable securities, you could experience additional dilution. Furthermore, we cannot assure you that we will be able to issue shares or other securities in any other offering at a price per share that is equal to or greater than the accountprice per share paid by investors or the then current market price.

Risks Related to This Offering

The sale of the selling stockholders identified in this prospectus. All proceeds fromour common stock to GHS may cause dilution, and the sale of the shares of common stock will goacquired by GHS, or the perception that such sales may occur, could cause the price of our common stock to fall.

Pursuant to the respective selling stockholders. Financing Agreement with GHS, GHS has committed to purchase up to $7,000,000 of our common stock. The shares of our common stock that may be issued under the Financing Agreement may be sold by us to GHS at our discretion from time to time over a 24-month period commencing after the satisfaction of certain conditions set forth in the Financing Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. The purchase price for the shares that we may sell to GHS under the Financing Agreement will fluctuate based on the price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

We generally have the right to control the timing and amount of any future sales of our shares to GHS. Additional sales of our common stock, if any, to GHS will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to GHS all, some, or none of the additional shares of our common stock that may be available for us to sell pursuant to the Financing Agreement. If and when we do sell shares to GHS, after GHS has acquired the shares, GHS may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to GHS by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to GHS, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

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GHS will pay less than the then-prevailing market price for our common stock.

We will sell common stock to GHS pursuant to the Financing Agreement at 80% of the lowest volume weighted average price (VWAP) of the Company’s common stock for ten (10) consecutive trading days preceding a notice to purchase shares. GHS has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If GHS sells the shares, the price of our common stock could decrease. If our stock price decreases, GHS may have a further incentive to sell the shares of our common stock that it holds and purchase additional shares to sell. These sales may have a further impact on our stock price.

We may not have access to the full amount under the financing agreement.

The amount of $7,000,000 was selected based on our potential use of funds over the effective time period to enable us to complete the development of our programs. Our ability to receive the full amount is largely dependent on the daily dollar volume of stock traded during the effective period. Based strictly on the current daily trading dollar volume up to April 2020, we believe it is unlikely that we will be able to receive the entire $7,000,000. We are not dependent on receiving the full amount to execute our business plan and can still progress with our business until we are able to raise funds for business development. There is no assurance that we will ever raise enough funds.

GHS Transaction

On April 21, 2020, the Company entered the Financing Agreement and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS. Pursuant to the Financing Agreement GHS agreed to purchase up to Seven Million Dollars ($7,000,000) in shares of the Company’s common stock, from time to time over the course of twenty four (24) months after effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of Common Stock (the “Contract Period”).

The Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The purchase price of the shares of Common Stock contained in a Put shall be eighty percent (80%) of the lowest volume weighted average price (VWAP) of the Company’s Common Stock for ten (10) consecutive trading days preceding the Put. No Put will be made in an amount less than twenty-five thousand dollars ($25,000) or greater than five hundred thousand dollars ($500,000). In no event is the Company entitled to make a Put or is Investor entitled to purchase that number of shares of Common Stock of the Company, which when added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3 of the 1934 Act), by GHS, would exceed 4.99% of the number of shares of Common Stock outstanding on such date, as determined in accordance with Rule 13d-1(j) of the 1934 Act.

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The Financing Agreement shall terminate upon any of the following events: when GHS has purchased an aggregate of Seven Million Dollars ($7,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; on the date that is twenty-four (24) calendar months from the date the Registration Statement is declared "Effective"; at such time that the Registration Statement is no longer in effect; by the Company at any time, after ninety (90) calendar days notice following the closing of any Put; or upon thirty (30) calendar days after written notice by the Company if no Put Notices have been delivered. Actual sales of shares of Common Stock to GHS under the 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 net proceeds under the Financing Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to GHS.

The Registration Rights Agreement provides that the Company shall use its best efforts to file with the Commission the Registration Statement within 30 days of the date of the Registration Rights Agreement.

Use of Proceeds

We will not receive any proceeds from the resalesale of common stock offered by Selling Stockholder. However, we will receive proceeds from the sale of our common stock to Selling Stockholder pursuant to the Financing Agreement. The proceeds from our exercise of the common stockPut right pursuant to the Financing Agreement will be used for general administrative expense, payment of debt, business development, as well as for legal, accounting and audit fees.

Selling Stockholder

This prospectus relates to the possible resale by the selling stockholders.


DETERMINATION OF OFFERING PRICE

The selling stockholders may sell theirSelling Stockholder, GHS, of shares of our common stock atthat may be issued to GHS pursuant to the Purchase Agreement. We are filing the registration statement of which this prospectus forms a pricepart pursuant to the provisions of $0.05 per share untilthe Registration Rights Agreement, which we entered into with GHS on April 21, 2020, concurrently with our execution of the Purchase Agreement, in which we agreed to provide certain registration rights with respect to sales by GHS of the shares of our common stock are quoted onthat may be issued to GHS under the OTC Bulletin Board,Purchase Agreement.

GHS, as the Selling Stockholder, may, from time to time, offer and thereafter at prevailing market pricessell pursuant to this prospectus any or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. The offering price of $0.05 per share is arbitrary and does not have any relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have no significant operating history and have not generated any material revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.


DILUTION

Since all of the shares being registered are already issuedthat we may issue to GHS under the Purchase Agreement. The Selling Stockholder may sell some, all or none of its shares. We do not know how long the Selling Stockholder will hold the shares before selling them, and outstanding,we currently have no dilution will result from this offering.

SELLING SECURITY HOLDERS

Allagreements, arrangements or understandings with the Selling Stockholder regarding the sale of any of the shares of common stock issued are being offered byshares.

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Table of Contents

The following table presents information regarding the selling stockholders listed in the table below. None of the selling stockholders are broker-dealers or affiliated with broker-dealers. We issuedSelling Stockholder and the shares of common stock pursuant to a spin off transaction with our former parent Carbon Credits Industries, Inc., a privately held Nevada corporation, and a private placement offering made by CCII pursuant to Regulation S promulgated under the Securities Act.


The selling stockholdersthat it may offer and sell from time to time any or all of the common stock issued. Because the selling stockholders may offer all or only some portion of the 1,670,360 shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of July 31, 2008, and the number of shares of common stock covered byunder this prospectus. The numbertable is prepared based on information supplied to us by the Selling Stockholder, and reflects its holdings as of sharesJune 1, 2020. Beneficial ownership is determined in the table represents an estimateaccordance with Section 13(d) of the numberExchange Act and Rule 13d-3 thereunder, and such information is not necessarily indicative of beneficial ownership for any other purpose. Beneficial ownership percentages are calculated based on 1,803,070,015 shares of our common stock to be offered by the selling stockholders.
Name of Selling
Stockholder and Position, Office or Material
Relationship with CCII
Common
Shares owned by the Selling Stockholder (2)
Total Shares to be Registered Pursuant to this Offering
Number of Shares Owned
by Selling Stockholder After
Offering and Percent of Total
Issued and Outstanding(1)
# of
Shares
% of
Class
Bart A G ALink550,00050,000500,0002.03%
Bartho Nietsch50,00050,000--
Willem F. Steenbergen125,00050,00075,000*
Gerben Beerda10,00010,000--
Hans Berkel20,00020,000--
Hendrika Bilk11,50011,500--
Hans Boerman7,5007,500--
Jose Bouma22,50022,500--
Karina Esther Lianne Brinkman64,00050,00014,000-
Miranda Brinkman32,00032,000--
Gordon K.S. Cooper60,00060,000--
Esther J. Brinkman-Dijk100,00050,00050,000*
Paul Gerhard Brinkman10,00010,000--
Piet Bruinsma32,50032,500--
Gemini Enterprise (3)50,00050,000--
Henk Cents40,00040,000--
Martijn Cents30,00030,000--
10

SELLING SECURITY HOLDERS - continued
Bennie Damman5,0005,000--
Eric Fredrikstadt10,00010,000--
Rene Engbert Ganzeboer10,00010,000--
Eric T.H. Ganzevles7,5007,500--
Gerjan J.H. Hakenberg12,50012,500--
Henri Hassing25,00025,000--
Jan Hein10,00010,000--
Rob A. Heurman60,00060,000--
Frans Hogeterp5,0005,000--
Margretha Hugen12,50012,500--
Henri Ipskamp60,00060,000--
Jeroen Ipskamp60,00060,000--
Hendrik Joling37,50037,500--
Arnold Klok5,5005,500--
Lydia R. Koster65,00065,000--
Frits Fredrikus Lammers30,00030,000--
Johannes Theo Lammers5,0005,000--
Wilfred Van Lent10,00010,000--
Anne Bertus Lenters40,00040,000--
Clive Peter Goble5,1205,120--
Erick Peter Graffham5,1205,120--
Vernon H.K. Kim5,1205,120--
Frits Nietsch60,00060,000--
Gerbert Nieuwlaar7,5007,500--
Auke-Johan Plantinga18,00018,000--
Johanna Pullen40,00040,000--
Hans Renshof10,00010,000--
Dingenus Johannes DeRijke25,00025,000--
Jan H. Roolfs5,0005,000--
Gert Jan Van Santen140,00050,00090,000*
Marit Schuitert15,00015,000--
Arwin C.W. Setz50,00050,000--
Michiel Verbeek37,50037,500--
Gerrit W. Verduin-Jalink10,00010,000--
Cor L. Vos50,00050,000--
Hennie Vos10,00010,000--
Ronald DeVries30,00030,000--
Jose Wolf5,0005,000--
Richard Wolf15,00015,000--
Jurrien Zandbergen7,5007,500--
Rinse Zandbergen5,0005,000--
Mark Post20,00020,000--
Gerard Evenboer20,00020,000--
Erwin Letteboer20,00020,000--
Karin Prins4,0004,000--
Hans van Harselaar20,00020,000--
Rene Edward Denth12,00012,000--
Gerrit van der Meer52,00052,000--
Janny Spijker5,0005,000--
Colinda Sieljes5,0005,000--
Total2,399,3601,670,360729,000 

* Less than 1%

outstanding as of June 1, 2020.

Name of Selling Stockholder

 

Total number of

shares owned

prior to offering

 

 

Percentage of

shares owned

prior to offering

 

 

Number of

shares being

offered

 

 

Percentage of shares

owned after the

offering assuming all

of the shares are sold

in the offering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GHS Investments LLC (1)

 

 

0

 

 

 

0%

 

 

320,000,000(2)

 

 

(3)

1) 

(1)

AssumesGHS maintains offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753. Voting and dispositive power with respect to the shares owned by GHS is exercised by Sarfraz Hajee, Matt Schissler, and Mark Grober.

(2)Although the Financing Agreement provides that we may sell up to $7,000,000 of our common stock to GHS, only 320,000,000 shares of our common stock are being offered under this Prospectus, which represents shares of our common stock that may be sold by us to GHS from time to time over the Contract Period (as defined in the Financing Agreement) commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. Depending on the price per share at which we sell our common stock to GHS pursuant to the Financing Agreement, we may need to sell to GHS under the Financing Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $7,000,000 total commitment available to us under the Financing Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by GHS is dependent upon the number of shares we sell to GHS under the Financing Agreement.

(3)

The number assumes the Selling Stockholder sells all of its shares being offering pursuant to this prospectus although the Selling Stockholder is under no obligation to sell any shares of common stock offered are sold. Based on 24,621,000 common shares issued and outstanding on July 31, 2008.at this time.

Plan of Distribution

This prospectus relates to the resale of 320,000,000 Shares of our common stock, par value $0.0001 per share, by the Selling Stockholder consisting of Put Shares that we will put to Selling Stockholder pursuant to the Financing Agreement.

(2) 
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares17

Table of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.Contents

(3)Jos in het Veld is the controlling shareholder of Gemini Enterprise.

There are no family relationships between

The Selling Stockholder and any of the above noted stockholderstheir respective pledgees, assignees, and our Officers and Directors.


We may require the selling security holder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.
11


PLAN OF DISTRIBUTION

The selling stockholderssuccessors-in-interest, may, from time to time, sell any or all or a portion of theits shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The Selling Stockholder may use any one or more of the following methods described below. Our common stock is not currently listed on any national exchange or electronic quotation system. There is currently no market for our securities and a market may never develop. Because there is currently no public market for our common stock, thewhen selling stockholders will sell their shares of our common stock at a price of $0.05 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTCBB listing. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:

shares:

(a)  

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·

block trades in which the broker or dealer so engagedbroker-dealer will attempt to sell the shares of common stock as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

(b)  

·

purchases by a broker or dealerbroker-dealer as principal and resale by the broker or dealerbroker-dealer for its account pursuant to this prospectus;account;

(c)  

an exchange distribution in accordance with the rules of the exchange;

(d)  ordinary brokerage transactions and transactions in which the broker solicits purchasers;
(e)  

·

privately negotiated transactions;

(f)  

·

broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share; or

·

a combination of any aforementionedsuch methods of sale; andsale.
(g)  any other method permitted pursuant

According to applicable law, including compliance with SEC’s Rule 144.


In the eventterms of the transfer byFinancing Agreement, neither Selling Stockholder nor any selling stockholderaffiliate of hisSelling Stockholder acting on its behalf or her sharespursuant to any pledgee, donee or other transferee, weunderstanding with it will amendexecute any short sales during the term of this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment inoffering.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the pledgee, doneestate or other transferee in placean exemption from the state’s registration or qualification requirement is available and complied with.

GHS is an “underwriter” within the meaning of Section 2(a)(11) of the selling stockholder whoSecurities Act.

GHS has transferred his or her shares.


In effectinginformed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if any, of the common stock that it may purchase from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. GHS has informed us that each such broker-dealer will receive commissions from GHS that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Selling Stockholder and/or purchasers of the common stock for whom the broker-dealers may act as anagent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor GHS can presently estimate the amount of compensation that any agent forwill receive.

We know of no existing arrangements between GHS or any other stockholder, broker, dealer, underwriter or agent relating to the purchasersale or distribution of suchthe shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the purchaser in amountsSelling Stockholder, and any other required information.

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Table of Contents

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be negotiated which are not expectedborne by a Selling Stockholder, except we have agreed to exceed those customary in the types of transactions involved. Broker-dealerspay deposit and clearing fees up to $1,000 per Put. The Selling Stockholder may agree withto indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the selling stockholdersshares if liabilities are imposed on that person under the Securities Act. We are required to sell a specified numberpay all fees and expenses incident to the registration of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the pricestock.

We have advised GHS that it is required to fulfill the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above.


The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholders intend to comply with the prospectus delivery requirements,Regulation M promulgated under the Securities Act, by delivering a prospectus to each purchaser inExchange Act. With certain exceptions, Regulation M precludes the transaction. We intend to fileselling stockholder, any amendmentsaffiliated purchasers, and any broker-dealer or other necessary documents in compliance with the Securities Act which may be required in the event any selling stockholder defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out in this prospectus and other facts material to the transaction. In addition, a post-effective amendment to this Registration Statement will be filed to include any additional or changed material information with respect to the plan of distribution not previously disclosed herein.
12

PLAN OF DISTRIBUTION - continued
We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M.

The anti-manipulation provisions of Regulation M under the Securities Exchange Act of 1934 will apply to purchases and sales of shares of common stock by the selling stockholders, and there are restrictions on market-making activities by persons engagedperson who participates in the distribution of the shares. Under Regulation M, a selling stockholderfrom bidding for or its agents may not bid for, purchase,purchasing, or attemptattempting to induce any person to bid for or purchase sharesany security which is the subject of our common stock while they are distributing shares covered by this prospectus. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution until the entire distribution is taking place. We will advisecomplete. Regulation M also prohibits any bids or purchases made in order to stabilize the selling stockholders that ifprice of a particular offer of common stock is to be made on terms materially different from the information set forthsecurity in this Plan of Distribution, then a post-effective amendment to the accompanying registration statement must be filedconnection with the SEC.distribution of that security. All of the foregoing may affect the marketability of the common stock.

All expensessecurities offered by this prospectus.

GHS is an “underwriter” within the meaning of Section 2(a)(11) of the registration statement including, but not limitedSecurities Act.

We have agreed to legal, accounting, printingkeep this prospectus effective until GHS has sold all of the common shares purchased by it under the Financing Agreement and mailing fees are andhas no right to acquire any additional shares of common stock under the Financing Agreement. The resale shares will be borne by us. Any commissions, discountssold only through registered or other fees payable tolicensed brokers or dealers if required under applicable state securities laws. In addition, in connection withcertain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We will not receive any saleproceeds from the resale of any of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.


Transfer Agent and Registrar

The transfer agent and registrar for our common stock is First American Stock Transfer, Suite 202, 706 E. Bell Road, Phoenix, Arizona 85012. Their phone number is (602) 485-1346 and their fax number is (602) 788-0423.

LEGAL PROCEEDINGS

by Selling Stockholder. We are not a party to any legal proceedings or litigation at this time.

may, however, receive proceeds from the sale of our common stock under the Financing Agreement.

DESCRIPTION OF SECURITIES TO BE REGISTERED


Common Stock


Our Articles

As of Incorporation authorize the issuance of 100,000,000June 1, 2020, we had 5,000,000,000 authorized shares of common stock, with $0.0001 par value $0.0001 per share, and 1,803,070,015 shares outstanding.

Subject to the voting rights of which 24,621,000 shares are issued and outstanding asthe Company’s preferred stock, at any meeting of July 31, 2008.  Each record holderthe shareholders, every shareholder of common stock is entitled to vote and may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each shareholder shall have one vote for eachevery share heldof stock entitled to vote, which is registered in all matters properly submittedhis name on the record date for the meeting, except as otherwise required by law or the Articles of Incorporation.

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Table of Contents

All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to the stockholders for their vote.  Cumulative voting forvote in the election of directors at a meeting of shareholders at which a quorum is not permittedpresent. Except as otherwise required by the By-Laws of CCII.


Holders of outstanding shares of common stock are entitled to such dividends as may be declared from time to time by the board of directors out of legally available funds; and, in the event of liquidation, dissolutionlaw or winding up of the affairs of CCII, holders are entitled to receive, ratably, the net assets of CCII available to stockholders after distribution is made to the preferred stockholders, if any, who are given preferred rights upon liquidation.  Holders of outstanding shares of common stock have no preemptive, conversion or redemptive rights.  To the extent that additional shares of CCII’s common stock are issued, the relative interest of then existing stockholders may be diluted.

Preferred Stock
Our Articles of Incorporation, authorizeall matters other than the issuanceelection of 10,000,000directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

The Company’s Certificate of Incorporation does not provide for cumulative voting or preemptive rights.

Preferred Stock

As of June 1, 2020, we had 100,000,000 authorized shares of preferred stock, with a par value of $0.0001 per share. share, of which 60,000,000 were designated Class A Convertible Preferred Stock. As of June 1, 2020, we had 52,600,000 shares of Class A Convertible Preferred Stock outstanding.

The terms of the preferred shares are at the discretion of the board of directors. Currently 8,000,000 preferred shares are issued and outstanding and haveClass A Convertible Preferred Stock has the following rights and preferences and privileges:

Ranking: Our Series(as is more fully set forth in Certificate of Designation of the Class A Convertible Preferred Stock).

Ranking

The Class A Convertible Preferred Stock (“Class A Stock”) ranks, as to dividends and upon liquidation, senior and prior to our commonthe Common stock par value $0.0001 per share (the “Common Stock”) and to all other classesof the Company.

Liquidation

In the event of liquidation, dissolution or classwinding up of stock issued by the Issuer, except as otherwise approved by the affirmative vote or consent ofCompany, the holders of a majority of the shares of outstanding Class A Stock.


Liquidation Rights. With respect to rights on liquidation, the Class A Convertible Preferred Stock shall rank senior and priorare entitled, out of the assets of the Company legally available for distribution, to ourreceive, before any payment to the holders of shares of Common Stock and to allor any other classesclass or series of stock issued by CCII, except as otherwise approved by the affirmative vote or consent of the holders of at least a majority of outstanding Class A Stock.

Voting.  The Class A Stockholders shall be entitledranking junior, and amount per share equal to four (4) votes for each$1.00.

Voting

Each share of Class A Convertible Preferred Stock heldentitles the holder thereof to 50 votes on any matters requiring a shareholder vote of CCII.


the Company.

Conversion.  Any

Each share of our Class A StockholderConvertible Preferred Stock is convertible into common stock on a one-for-25 basis at the option of the holder.

Convertible Instruments

The following is a description of the material terms of the convertible instruments which remain outstanding as of March 31, 2020 (all capitalized terms not otherwise defined shall have that meaning set forth in the applicable agreement referenced):

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Table of Contents

Secured Promissory Notes

In October 2017, the Company entered into transactions with two investors (collectively the “Investors”), whereby the parties entered into two separate agreements (the “Securities Purchase Agreements) whereby the investors agreed to purchase an aggregate of $4,640,000 principal amount of Secured Promissory Notes (in separate tranches, the “Secured Promissory Notes”).

The Securities Purchase Agreements provides that the Investors pay to the Company an aggregate of One Million Two Hundred Thousand Dollars ($1,200,000) upon execution and one of the Investors issued to the Company the thirteen different notes (one of which was paid with the aforementioned payment (collectively the “Secured Investor Notes”)) for the balance of the principal amount of the Secured Promissory Notes. The Company agreed to secure the Secured Promissory Notes by all of its assets as set forth in the Security Agreement.

The Secured Promissory Notes provide for the following (material) terms: an original issue discount of an aggregate of Four Hundred Forty Thousand Dollars ($440,000), including reimbursement for certain fees; provided Company has not received a Lender Conversion notice or a Redemption notice where the Conversion shares have not yet been delivered, and no event of default exists, then, on five days notice the Company can prepay outstanding balance; right at any time after six (6) months from the date of issuance,Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation (a) until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice) or at any time thereafter with respect to any amount that is not prepaid, and (b) during or after any Fundamental Default Measuring Period, at its election, to convert (each instance of conversion is referred to herein as a “Lender Conversion”) all or any or allpart of its Class A Stockthe Outstanding Balance into 4 shares (“Lender Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of the Company as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Lender Conversion Price (as defined below). All Lender Conversions shall be cashless and not require further payment from Lender. Subject to adjustment, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Common Stock is $0.075 (the “Lender Conversion Price”). However, in the event the Market Capitalization falls below the Minimum Market Capitalization at any time, then in such event (a) the Lender Conversion Price for all Lender Conversions occurring after the first date of such occurrence shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion, and (b) the true-up provisions shall apply to all Lender Conversions that occur after the first date the Market Capitalization falls below the Minimum Market Capitalization, provided that all references to the “Redemption Notice” in shall be replaced with references to a “Lender Conversion Notice” for purposes, all references to “Redemption Conversion Shares” shall be replaced with references to “Lender Conversion Shares”, and all references to the “Redemption Conversion Price” shall be replaced with references to the “Lender Conversion Price”; Except with respect to Excluded Securities, if the Company or any subsidiary thereof, as applicable, at any time the Note is outstanding, shall sell, issue or grant any Common Stock, option to purchase Common Stock, right to reprice, preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities to Lender or any third party which are convertible into or exercisable or exchangeable for shares of Common Stock (collectively, the “Equity Securities”), including without limitation any Deemed Issuance, at an effective price per share less than the then effective Lender Conversion Price (such issuance is referred to herein as a “Dilutive Issuance”), then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share; Adjustment of conversion price upon subdivision or combination of common stock; Redemption rights: the conversion price for each Redemption Conversion (as defined below) (the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and (b) the Market Price. Beginning on the earlier of the date that is twelve (12) months after the Purchase Price Date and the date that is ninety (90) days from the date that Company becomes subject to the reporting requirements of the 1934 Act (as defined in the Purchase Agreement), but in no event earlier than the date that is six (6) months from the Purchase Price Date, Lender shall have the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”) by providing Company with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”) (each, a “Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered to Lender on the second Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date.

The principle balance outstanding under the Secured Promissory Notes was $619,490 as of March 31, 2020.

Secured Investor Notes (11)

Each Secured Investor Note provides that the Investor will pay the Company Two Hundred Fifty Thousand Dollars ($250,000) and accrue 10% interest per annum. The entire unpaid principal balance and all accrued and unpaid interest, if any, under each Note, shall be due and payable on the date that is twenty-four (24) months from the date thereof (the “Investor Note Maturity Date”); provided, however, that Investor may elect, in its sole discretion, to extend the Investor Note Maturity Date for up to thirty (30) days by delivering written notice of such election to Company at any time prior to the Investor Note Maturity Date. Prepayment is permitted, in part or in full. on the date that is six (6) months from the date hereof (the “Conditional Prepayment Date”), Investor shall be obligated to prepay the outstanding balance of this Note if the each of the following conditions is met: (a) the average and median daily dollar volumes of the Common Stock on Company’s principal market for the twenty (20) Trading Days (as defined in the Secured Promissory Note) immediately preceding the Conditional Prepayment Date are greater than $200,000.00; (b) the average of the Closing Bid Prices (as defined in the Note) for the ten (10) Trading Days immediately preceding the Conditional Prepayment Date is greater than $0.01; and (c) no Event of Default (as defined in the Company Note) under the Secured Promissory Note shall have occurred as of the Conditional Prepayment Date. The Secured Investor Notes are secured by a Pledge Agreement. Upon the earlier of (i) the date on which all of the Secured Investor Notes are repaid in full and (ii) at Investor’s election, the date that is six (6) months and three (3) days following the execution of the Pledge Agreement, or such later date as specified by Investor in its sole discretion (the “Termination Date”), the Pledge Agreement and all security interests granted thereunder with respect to the Collateral (as defined in the Pledge Agreement) shall terminate.

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Warrants

Pursuant to the Securities Purchase Agreement the Company issued warrants to purchase an aggregate of 10,000,000 shares of common stock at an exercise price of $.10 per share (subject to adjustment) for a period of five years. If the Company does not timely deliver the shares of common stock due upon exercise, the warrant provides that the Company will pay, in addition to all other remedies available, a late charge equal to the greater of (i) $500.00 and (ii) 2% of the product of (1) the number of shares of Common Stock not issued on a timely basis and multiplied by (2) the Closing Trade Price of the Common Stock on the Trading Day immediately preceding the last possible date which Company could have issued such shares of Common Stock without violating this Warrant, rounded to the nearest multiple of $100.00 (such resulting amount, the “Warrant Share Value”) (but in any event the cumulative amount of such late fees for each exercise shall not exceed 200% of the Warrant Share Value), per Trading Day until such Warrant Shares are delivered.

10% Convertible Redeemable Note – Iliad Note

On November 5, 2018, the Company entered into a convertible note payable to investor (the “Iliad Note”). The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under the Iliad Note is $5,520,000, including $500,000 OID (and $20,000 in legal fees taken on first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The total principal amount outstanding under the Iliad note was $2,495,000 as of March 31, 2020.

10% Convertible Redeemable Note

On March 11, 2020, the Company entered a Securities Purchase Agreement with GS Capital Partners, LLC (“GS Capital”), whereby GS Capital agreed to purchase an aggregate of $1,440,000 principal amount of 10% Convertible Redeemable Note (the “GS Capital Note”). Below is a description of the material terms of the transaction (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the related agreement).

The first issuance and sale of the first $360,000 portion of the GS Capital Note pursuant to the Securities Purchase Agreement occurred on approximately March 11, 2020. The purchase price for the $360,000 portion shall be $330,000 representing the original issue discount of $30,000. GS Capital retains the right to purchase the unfunded balance of the GS Capital Note (the “Unfunded Balance”) for a period of nine months, provided that each purchase must be in an amount of no less than $360,000. Any rights to purchase a portion of the Unfunded Balance outstanding after nine months shall be terminated and GS Capital shall have no rights to purchase the Unfunded Balance.

GS Capital is entitled, at its option, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Class ACommon Stock so converted.

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DESCRIPTION OF SECURITIES TO BE REGISTERED - continued
Anti-takeover provisions
Thereequal to 75% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 65% instead of 75% while that “Chill” is in effect. In no Nevada anti-takeover provisionsevent shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by GS Capital). The conversion discount, look back period and other terms will be adjusted on a ratchet basis if the Company offers a more favorable conversion discount, interest rate, (whether through a straight discount or in combination with an original issue discount), look back period or other more favorable term to another party for any financings while the GS Capital Note is in effect.

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Interest on any unpaid principal balance of the GS Capital Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares") or in cash at the option of the Company. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of the GS Capital Note to the date of such notice.

The GS Capital Note may be prepaid or assigned with the following penalties/premiums:

PREPAY DATE

PREPAY AMOUNT

≤ 60 days

110% of principal plus accrued interest

61- 120 days

120% of principal plus accrued interest

120-180 days

130% of principal plus accrued interest

Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem the GS Capital Note in cash for the highest prepayment amount then in effect, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of the GS Capital Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) of the GS Capital Note the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under the GS Capital Note shall increase by 50%. If the GS Capital Note is not paid at maturity, the outstanding principal due under the GS Capital Note shall increase by 15%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the GS Capital Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion.

The principal balance outstanding under the GS Capital Note was $360,000 as of March 31, 2020.

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Securities Authorized for Issuance Under Equity Compensation Plans

On January 30, 2020, the Company adopted the 2019 Equity Incentive Plan (the “Plan”). The maximum number of shares of Common Stock that may havebe issued under the affect of delaying or preventing a change in control.

INTEREST OF NAMED EXPERTS AND COUNSEL

CCIIPlan is 100,000,000. The Company has not hired or retainedgranted any experts oroptions under the Plan.

LEGAL MATTERS

JMS Law Group, PLLC, which has acted as our counsel in connection with this offering, will pass on a contingent basis, who would receive a direct or indirect interestcertain legal matters with respect to U.S. federal law in CCII, or who is, or was, a promoter, underwriter, voting trustee, director, officer or employee,connection with this offering. The principal attorney at JMS Law Group, PLLC owns 250,000 shares of CCII.


De Joya Griffith & Company, LLC, Certified Public Accountants, have audited our Common Stock.

EXPERTS

The consolidated financial statements for the period from our inception on October 15, 2007 through fiscal yearCompany as of December 31, 2019 and 2018 and for the years then ended October 31, 2007, and presented its audit report dated September 6, 2008 regarding such audit which is included within this prospectus with De Joya Griffithhave been audited by Turner, Stone & Company, LLC consentL.L.P., an independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in accountingauditing and auditing.


The O’Neal Law Firm, P.C., whose offices are located at 14825 East Shea Boulevard, Suite 103, PMB 494, Fountain Hills, Arizona 85268, has issued an opinion on the validity of the shares offered by this prospectus, which has beenaccounting.

AVAILABLE INFORMATION

We have filed as an Exhibit to this prospectus with the consent of the O’Neal Law Firm, P.C.


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
NamePosition Held with the CompanyAge
Date First Elected
or Appointed
Hans J. SchulteCEO/President/Director46October 15, 2007
Dr. Prabaharan SubramaniamCTO/Secretary/ Director46November 19, 2007
Ivan BravermanTreasurer/ CFO/ Director73November 19, 2007
Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's business experience, principal occupation during the period, and the name and principal business of the organization by which he was employed.

Mr. Hans J. Schulte, Chief Executive Officer, President and Member of the Board of Directors

Mr. Schulte has been serving as CCII’s Chief Executive Officer and a member of our Board of Directors since October 15, 2007.  The term of his office is for one year and is renewable on an annual basis.

From 1984 until 1992, Mr. Schulte worked at Landmark Chemicals in Antwerp trading in Africa plastic raw materials like HDPE, LLDPE, LDPE, PP, and PVC. Mr. Schulte was responsible for new market development, establishing links between OEM/chemical manufactures and end-user market, integration of marketing positions across business lines, strategic alliances, acquisitions, technology licensing, long range planning, and new product platform development. From 1992 until 2005, Mr. Schulte traded industrial chemicals such as titanium dioxides, which he exported to or from the Far East and South America. Mr. Schulte participated in a joint venture operation with Thai DNT Paint MFG Co., Ltd who manufactured paint for Mitsubishi Corp. Japan. He also worked in Cherkassy, Ukraine with AURORA Cherkassy Varnish and Paint Plant for whom he operated as purchase manager in Titanium dioxide and was an agent for SCM chemicals UK, now millennium chemicals, for the Tiona products and sold it mainly to Surinam, Egypt and the Middle East. Mr. Schulte has extensive experience as a private investor and served as a director and CEO for Xraymedia, Inc. in Vancouver, B.C., and thereafter in Plano, Texas.

Mr. Schulte is currently devoting approximately 40 hours a week of his time to CCII, and is planning to continue to do so during the next 12 months of operation.

Mr. Schulte is not an officer or director of any reporting company that files annual, quarterly, or periodic reports with the United States Securities and Exchange Commission.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued
Dr. Prabaharan Subramaniam, Secretary, Chief Technology Officer and Member of the Board of Directors

Dr. Subramaniam has been serving as CCII’s Secretary, CTO since October 17, 2007, and a member of the Board of Directors since November 19, 2007. The term of his office is for three years and is renewable thereafter on an annual basis.

Dr. Subramanian has over 25 years of experience in the field of Engineering Technology. Since 2001, Dr. Subramanian has served as Chief Technology Officer and Director of 3T Holdings PTE LTD located in Singapore. This company was originally responsible for the research & development of our many versions/ types of energy saving devices.

Dr. Subramanian holds a B.S. Degree in Engineering Technology, an MBA in Business Administration, a DBA in Business Administration and a PhD in Engineering Technology.

Dr. Subramaniam is currently devoting approximately 40 hours a week of his time to CCII, and is planning to continue to do so during the next 12 months of operation.

Dr. Subramanian is not an officer or director of any reporting company that files annual, quarterly, or periodic reports with the United States Securities and Exchange Commission.

Ivan Braverman, Treasurer, Chief Financial Officer and Member of the Board of Directors

Mr. Braverman has been serving as CCII’s Treasurer and CFO since October 17, 2007, and a member of the Board of Directors since November 19, 2007. The term of his office is for three years and is renewable thereafter on an annual basis.

Mr. Braverman is an Arizona Certified Public Accountant, and the owner of Braverman International, P.C., an Arizona licensed certified public accounting firm located in Prescott, Arizona. Prior to the formation of his firm in October 1980 in Denver, Colorado, he was an SEC audit partner in an international CPA firm, an audit manager for an International CPA firm, and an audit/tax partner in smaller CPA firms. Mr. Braverman has performed countless audits for both private and public companies, prepared income tax returns of all types of entities, appeared as an expert witness for plaintiffs’ in several lawsuits including lost profits and income taxation, and provided other professional services including activity based costing. The majority of his clientele were smaller publicly held companies in the development stage, and he presently assists taxpayers in reentering the tax system and represents them in office audits, appeals proceedings, collections and assists them in the preparation of tax court matters. Mr. Braverman is also a CFFA, Certified Forensic Financial Analyst.

Mr. Braverman has a Masters Degree in Taxation from the University of Denver where he also obtained his undergraduate business degree.  He is  also a member of the CENTER FOR PUBLIC COMPANY AUDIT FIRMS of the AICPA, and his firm is registered with the PCAOB enabling Mr. Braverman to file audited and reviewed financial statements in registration statements and periodic financial reports with the SEC as mandated by the Sarbanes-Oxley Act of 2002.

Mr. Braverman is currently devoting the majority of his time to CCII, and is planning to continue to do so throughout the term of his employment.

Mr. Braverman is not an officer or director of any reporting company that files annual, quarterly, or periodic reports with the United States Securities and Exchange Commission.

Committees of the Board

We do not have an audit or compensation committee at this time.

Family Relationships

There are no family relationships between any director or executive officer.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued
Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Conflict of Interest

None of our officers or directors are subject to a conflict of interest.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following is a table detailing the current shareholders of CCII owning 5% or more of the common stock and shares owned by CCII’s directors and officers as of July 31, 2008:

COMMON STOCK

Title of
Class
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
 
 
Percent of Class(2)
Common
Hans J. Schulte
President,,CEO, Director
2300 E. Sahara Avenue
Suite 800
Las Vegas, NV 89102
-0-0%
Common
Dr. Prabaharan Subramaniam
Secretary, CTO, Director
2300 E. Sahara Avenue
Suite 800
Las Vegas, NV 89102
Direct
7,607,500
30.90%
 
Common
Ivan Braverman
Treasurer, CFO, Director
2300 E. Sahara Avenue
Suite 800
Las Vegas, NV 89102
Direct
2,000,000
8.12%
 
Common
William D. O’Neal, Esq.
14835 E. Shea Boulevard
Suite 103, PMB 494
Fountain Hills, AZ 85268
Direct
2,000,000
8.12%
CommonDirectors and officers and 5% Shareholders as a group(1)11,607,500
47.14%
 

1.  Represents beneficial ownership
2.  Based on the total of 24,621,000 outstanding common shares as of the date hereof

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - continued
PREFERRED STOCK

Title of
Class
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent of Class(2)
Preferred
Hans J. Schulte
President, CEO, Director
2300 E. Sahara Avenue
Suite 800
Las Vegas, NV 89102
Direct
6,000,000
(3)
75%
Preferred
Ivan Braverman
Treasurer, CFO, Director
2300 E. Sahara Avenue
Suite 800
Las Vegas, NV 89102
Direct
2,000,000
(4)
25%
PreferredDirectors and officers and 5% Shareholders as a group(1)8,000,000100%

1. Represents beneficial ownership
2. Based on the total of 8,000,000 outstanding preferred shares as of the date hereof
3. Convertible into 24,000,000 shares of common stock of the Company
4. Convertible into 8,000,000 shares of the common stock of the Company

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITY LIABILITIES

The Nevada General Corporation Law requires CCII to indemnify officers and directors for any expenses incurred by any officer or director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as an officer or director, to the extent that the director or officer has been successfulregistration statement on the merits or otherwise in defense of the action or proceeding. The Nevada General Corporation Law permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such officer or director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Company and such indemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors, or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained.
The Nevada General Corporation Law prohibits indemnification of a director or officer if a final adjudication establishes that the officer's or director's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoing limitations on indemnification, the Nevada General Corporation Law may permit an officer or director to apply to the court for approval of indemnification even if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law.
The Nevada General Corporation Law also provides that indemnification of directors is not permitted for the unlawful payment of distributions, except for those directors registering their dissent to the payment of the distribution.

According to Article IX of CCII’s bylaws, CCII is authorized to indemnify its directors to the fullest extent authorized under Nevada Law subject to certain specified limitations.

Insofar as indemnification for liabilities arisingForm S-1 under the Securities Act may be provided to directors, officers or persons controlling the Company pursuantwith respect to the foregoing provisions, CCII has been informed that,shares of common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth in the opinionregistration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SecuritiesSEC. For further information with respect to us and Exchange Commission, such indemnification is against public policy as expressed inour common stock, we refer you to the Securities Act and is, therefore, unenforceable.
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ORGANIZATION WITHIN LAST FIVE YEARS

See “Certain Relationships and Related Transactions.”

DESCRIPTION OF BUSINESS

Business Development

CCII was incorporated on October 15, 2007 inregistration statement, including the State of Nevadaexhibits filed as a wholly-owned subsidiary of Carbon Credit Industries, Inc., a privately held Nevada corporation (“CCI”).

On October 17, 2007, 100%part of the outstanding restricted common stockregistration statement. Statements contained in this prospectus concerning the contents of CCII held by CCI was spun off on a pro rata basis to the shareholders of CCI. The shareholders of CCI paid no additional consideration for the spin-off shares, and the spin-off shares were distributed to the CCI shareholders on a pro rata basis.  No assetsany contract or liabilities were included in the spin off and there was no previous history or operations of CCII.

The spin off forming CCII was done for the purposes of establishing a separate publicly held entity to become the exclusive licensee for the world-wide marketing and sales of electrical energy saving products manufactured presently in Malaysia by the licensor, Carbon Reducer Industries SDN BHD, (CRI) a Malaysian corporation, formed on November 29, 2007, which became, in 2007, a wholly owned subsidiary of CCI.  The predecessor manufacturing company to CRI was Radatech Corporation SDN BHD (Radatech), also a Malaysian corporation whose stock was owned by Mr. Schulte and Dr. Prabaharan Subramaniam (Praba), the latter person being the sole inventor of the energy saving products. A patent pending is currently on file by Praba. After CRI incorporated, it entered into a licensing agreement with Radatech enabling CRI to be the exclusive manufacturer of energy savings products developed by Radatech.

All of the energy savings products of which we became the exclusive world-wide licensee to sell as of July 25, 2008, had previously been approved for sale in Asia, and have been selling in Malaysia for over the past five years. Recent Asian sales by third party agents prior to our obtaining the exclusive license included the port in Kuala Lumpur International Airport, and sales to the Malaysian government where the products were installed in a 500 kilometer stretch of highway. These two installations resulted in revenue sharing, wherein the products were purchased and owned by the agents of Radatech who in turn, received and earned the revenue sharing income.

CCII has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings.

Since becoming incorporated, CCII has not made any significant purchase or sale of assets.
We have no plans to change our business activities or to combine with another business, and weother document are not aware of any events or circumstances that might cause our plans to change.
necessarily complete.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinionfile annual, quarterly and rely upon the sale of our securities and loans from our officers and directors to fund operations.

CCII is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.

Neither CCII nor its officers, directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

Business of Issuer

Principal Products and Services

We intend to market and distribute three (3) main products detailed below.  Each of these products are manufactured by CRI and marketed and distributed by CCII pursuant to an Exclusive Distribution Agreement with CRI dated July 25, 2008. Each product can be tailored accordingly, dependant on the load demands applicable to each particular requirement.
Reducer Enersaver:
This product is designed to operate on a mixed load set up and will save between 15% and 35% on each installed electrical appliance. The device is connected directly to the clients Distribution Board (DB).  This is a simple installation requiring limited client downtime. Reducer™ Enersaver can operate on 15A single phase supply up to 150A three phase.  It works by continuously detecting the required load and self adjusts its reactor coil and auto coil to provide an optimum supply to the load.
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DESCRIPTION OF BUSINESS - continued
Business of Issuer - continued
Reducer Motorsaver:
As the name suggests, this product is designed for electric motors and is another intelligent product from Reducer ™. We can supply anything from 1.5KW to 300KW depending on the motor’s size. This is a powerful device with built in Soft Starter, Variable Speed Devices, and a proprietary Load Detection Mechanism. With this LDM in place, we can save between 25% and 35% on the motor loss by adjusting the power factor of the motor to attain an efficiency of between 0.95 and 0.99.  Once we have saved on the motor losses, we then take advantage of the built in VSD to monitor the operational usage. With this function, we can save a further 20% to 30% depending on the motor’s sizing.

Reducer Street Light Manager
The Street Light Manager is available in two models. The standard system can achieve a minimum 25% saving. The second option is our flagship model incorporating an intelligent system with “dimmer” control, providing savings as high as 45%. The savings for both systems will depend on the programming of our devices in accordance with local laws and highway regulations.
The product name, “Reducer” was inspired by our interest in removing the black or wasted electrical current within any premises or applications, reducing excesses in real power consumption. After we have audited the premises we can provide an average energy saving of 15% to 35% off the actual energy bill. We plan to install our Reducer products to all customers that are interested in savings on their electrical power consumption through qualified electrical contractors that will be trained by CRI personnel in the proper installation of the products.

Our Reducer appliances are compatible with over 95% of the electrical equipment available on the market today. We have a product that is able to provide consistent savings on a mixed load environment without requiring any physical re-wiring to the existing distribution boards.

Marketing and Distribution

We intend to undertake our own direct marketing efforts to promote and sell our products in the Asian market. Regarding brand awareness, we will launch global marketing campaigns, regional advertisements, road shows, seminars and exhibitions to educate and promote our Reducer power saving devices.  As our mission statement says:

·  To become a prominent global player providing reliable and proven energy saving solutions by 2008.
·  To provide future safe solutions which optimize energy conservation increasing the efficiency of electrical appliances.
·  To enable our clients to harvest Carbon Credits under the guidance of the Clean Development Mechanism and the Kyoto Protocol Conference.

We also intend to enter into sublicense agreements with qualified sub-distributors in Europe and North America. These licenses will require an initial license fee as well as a royalty based on gross sales. Retaining exclusivity, we bill based upon a mutually agreeable annual or semi-annual sales minimum.

Dependence on One or a Few Major Customers

We do not anticipate dependence on one or a few major customers for at least the next 12 months or the foreseeable future.  

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions

We distribute our products under license and all trademarks and patents  are owed by our licensor. We do not intend to obtain any additional trademarks or patents. CCII has not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.
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DESCRIPTION OF BUSINESS - continued
Business of Issuer - continued
Existing or Probable Government Regulations

There are no existing government regulations nor are we aware of any regulations being contemplated that would adversely affect CCII’s ability to operate.

Research and Development Activities and Costs

CCII has not incurred any costs to date and has no plans to undertake any research and development activities during the first year of operation. We do intend to pay for all approvals needed to market our products worldwide including the current United Laboratories approvals needed for North America.

Compliance With Environmental Laws

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that address issues specific to our business.

Facilities

We rent executive office facilities in Las Vegas. This is a shared office facility which offers office space and secretarial and administrative services for $294 monthly. We may cancel upon 30 days written notice. This location will serve as our primary office for planning and implementing of our plan in the United States. We will continue to use this space for our executive offices for the foreseeable future.

We also rent an office space at Level 20, Menara Standard Chartered, 30 Jalan Sultan Ismail, Kuala Lumpur, Malaysia 50250. We rent this space on a month to month basis at a minimum monthly rental rate of $125 per month. We may cancel upon 30 days written notice.  This location will serve as our satellite office for planning and implementing of our plan in Asiareports and other foreign countries.

Employees

CCII has three employees at the present time. Mr. Schulte, Dr. Subramaniam  and Mr. Braverman, our officers and directors, who are responsible for all planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.

There is no intention of hiring other employees until the business has been successfully launched and we have sufficient, sustained revenues flowing to CCII from our operations or have raised sufficient equity capital. Our officers and directors will do whatever work is required, without paid compensation until our business is to the point of having positive cash flow. Human resource planning will be part of an ongoing process that will include regular evaluation of operations and revenue realization.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

INCORPORATION OF CERTAIN INFORMATION BY REFERNCE

We will voluntarily make available to securities holders an annual report, including audited financials, on Form 10-K.  We are not currently a fully reporting company, but upon effectiveness of this registration statement, we will be required to file reportsinformation with the SEC pursuantunder the Exchange Act. Such reports and other information filed by the Company with the SEC are available free of charge on the SEC’s website. You may also request a copy of those filings, excluding exhibits, from us at no cost. These requests should be addressed to the Securities Exchange Act of 1934; such as quarterly reports on Form 10-Q and current reports on Form 8-K.

us at: Singlepoint Inc., 2999 North 44th Street, Suite 530, Phoenix, Arizona 85018. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 450 Fifth100 F Street, N.W.,NE, Room 1580, Washington, D.C.DC 20549. The public may obtain information abouton the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
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PLAN OF OPERATION

During The contents of these websites are not incorporated into this filing by reference. Further, the first stagesCompany’s references to the URLs for these websites are intended to be inactive textual references only.

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Table of Contents

Description of CCII’s growth, our officers, directorsBusiness

Beginning in fiscal year 2014, We made a strategic decision to transition from a technology-based solutions provider to an acquisition and employees will provide all the labor required to execute our business plan,development partner. We have provided and since we intend to operate with very limited administrative support, they will continue to provide expertise to fuel the growth of technology-driven businesses and emerging growth opportunities in consumer products and most recently solar. We typically acquire a significant equity stake in these business units. In many, but not all cases, we will also be responsible foractively involved, influencing development through board representation and management support, in addition to the majority of labor required for at least the first year of operations.  Management plansinfluence we exert through our equity ownership. We also hold relatively small equity interests in other enterprises where we do not exert significant influence and do not participate in management activities. In some cases, these interests relate to hire additional employees during the first year of operations, as necessary, to implement our business plan. Due to limited financial resources, each of the management team will dedicate approximately 25 – 30 hours a week in order to carry out operations.


former businesses we invested in. We are a development stage company with no operationsfocused on supporting our existing businesses and maximizing monetization opportunities to date, no revenue, no financial backing and insignificant assets.  Our plan of operations over the next 12 months isreturn value to sell energy reducing products, initially in Asia where we have approvals to do so, and then migrate our sales to various countries after receiving our United Laboratories approval for 110/120 volt, 3 phase and 220/240 three phase products. In order to achieve our plan, we have established the following goals over the next 12 months:

Have our licensor obtain UL approval for sale of products in other countries.
Have our registration statement on form S-1 become effective within 3 Months of the date it is filed.
Raise suitable financing through one or more private placements of our common stock.
Bring sufficient products and personnel to various other countries, principally the U.S., to demonstrate the feasibility of our products towards electrical energy reduction.
Market our electrical energy savings products to large consumers of electrical energy.

Our business objectives are:
To sell our customers the various products we have, thereby achieving ongoing  profitability, cash flows and create value for our stockholders.
Become a well-recognized source of electrical energy savings products so that we can commence similar arrangements throughout the world.

Due to limited financial  resources,  each of the management team will dedicate the majority of their time to ensure all operations are executed.

ACTIVITIES TO DATE

Prior to the date hereof, we have secured shared office space in Las Vegas, Nevada for domestic contact purposes, and created a logo for our business.  Recently we launched our website, which is accessible   at http://www.carbon-reducer.com/. The website architecture is in tabular format and has been designed to allow easy navigation for our users. The cost was paid for by our product manufacturer, Carbon Reducer Industries, SDN BHD, and included editing written content, structure layout, uploading graphics, beta test on all tabs and an investor information section.
Milestones
The following is a chronological itemization of the milestones we hope to achieve over the next 12 months.shareholders. We are currently incommitted to looking for additional opportunities that we believe have the first month of these milestones noted below.
August 2008 – October 2008

Have our licensor obtain UL approval for sale of products in other countries.

Complete our registration statement on Form S-1.        

November 2008 - January 2009

Raise suitable financing through one or more private placements of our common stockpotential to enable us to reach a positive cash flow position during our planned operations.

Bring sufficient productsadd additional value. We are and personnel to the various countries to demonstrate the feasibility of our products towards electrical energy reduction.
21

PLAN OF OPERATION - continued
February 2009 – July 2009

Market our electrical energy savings products in various countries.

Liquidity and Cash Resources

We have raised $119,000 fromwill consider initiatives including, among others: the sale of stock through a private placement to 3 non-affiliated investors for the period from inception through April 30, 2008. We have incurred expenses since inception totaling $212,163 to April 30, 2008 for our incorporation and operating expenses. Our budgeted operating cash expenditures for the next 15 months through July 2009 are approximately $1,700,000 and our budgeted cash flow from gross profit is the same amount. Therefore, we presently have budgeted a zero cash position from operations as of July 2009 and a need for additional capital fromindividual business segments, the sale of securitiescertain or all business interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize shareholder value. We look to acquire businesses and build brands based on technology solutions we believe will increase efficiencies across various markets. We strive to create long-term value for our shareholders by helping our partner companies to increase their market penetration, grow revenue and improve cash flow.

In May 2019 the Company bought 51% of Direct Solar America, a solar brokerage company headquartered in Phoenix, Arizona. Direct Solar America currently works with homeowners to define the best solar installation provider and financer for their particular need. The unique brokerage model is scalable nationally and in its first 10 months of operation has expanded into multiple states and is expected to continue expanding into additional markets. In connection with this acquisition the Company has issued an aggregate value of approximately $1,500,000.


How long CCII will be able$2,000,000 in common stock and has committed to satisfy itsadditional cash requirements depends on how quickly our company can generate revenue and how much revenue can be generated. Although there can be no assurance at present, we plancapital for business expansion upon business milestone goal achievements. In addition to be in a position to generate revenues by November 1, 2008, which supplement the expected cash flow from our sale of equity securities. We must generate at least $1,700,000 in gross profit from November 1, 2008 to July 31, 2009, in order to fund all operating cash expenditures under our present business plan. Gross profit is defined as gross sales netmultistate expansion of the direct product costs.

If we failresidential solar brokerage model, Direct Solar America post acquisition, has identified market opportunities related to generate sufficient cash flows from sales and/or gross profitsmall and medium commercial solar projects and has committed staff and resources, adding to its core business competencies to pursue these types of underserved commercial solar opportunities. The majority of the targeted projects are comprised of commercial buildings, schools, and parking lot structures looking for solar based solutions that offset and reduce traditional energy consumption through a green solution that saves them money while reducing their impact on our forecastthe planet.

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Our Subsidiaries

Singlepoint Direct Solar, LLC (“Direct Solar America”)

In May 2019 the Company bought 51% of expenditures, or if we enter into revenue sharing agreements requiring us to purchase our products for this targeted use before such costs can be recovered fully, we will need to raise sufficient capital to continueDirect Solar America a solar brokerage company headquartered in existence.  We cannot guarantee that additional funding will be available on favorable terms, if at all. If we cannot secure additional financing from outside sources or our existing shareholder base, we may not be able to meet our milestones, and may need to discontinue operations. Any further shortfall will affect our ability to expand or even continue our operations. We cannot guarantee that additional funding will be available on favorable terms, if at all.


There are also no plans or expectations to purchase or sell any significant equipment in the first year of operations.

DESCRIPTION OF PROPERTY

CCII does not own any property, real or otherwise. We rent executive office facilities in Las Vegas. ThisPhoenix, Arizona. Direct Solar America is a shared office facility which offers office spacesolar brokerage company headquartered in Phoenix, Arizona that currently works with homeowners to define the best solar installation provider and secretarial and administrative servicesfinancer for $294 monthly. We may cancel upon 30 days written notice. This location will serve as our primary office for planning and implementing of our plantheir particular need in multiple cities around the United States. We willbelieve the unique brokerage model is scalable nationally and in its first 10 months of operation has expanded into multiple states and is expected to continue expanding into additional markets. In addition to use this spacethe multistate expansion of the residential solar brokerage model, Direct Solar America has identified market opportunities related to small and medium commercial solar projects and has committed staff and resources, adding to its core business competencies to pursue these types of underserved commercial solar opportunities. The majority of the targeted projects are comprised of commercial buildings, schools, and parking lot structures looking for solar based solutions that offset and reduce traditional energy consumption through a green solution that saves them money while reducing their impact on the planet.

ShieldSaver, LLC (“ShieldSaver”)

The Company owns fifty one percent (51%) of the outstanding interests of ShieldSaver, LLC. ShieldSaver is a technology focused automotive company working to efficiently track records of vehicle repairs. They pair shops with potential customer via proprietary technology. The ShieldSaver technology solution drives B2B leads and conversion to sales of windshield repair and replacement. The ShieldSaver technology is designed to increase efficiency by quickly delivering a vehicle specific quote for windshield replacement and delivering those leads to local installers looking to expand and grow their business. ShieldSaver has relationships with large parking lot management companies at airports and other locations around the United States to obtain the data needed to operate.

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Discount Indoor Garden Supplies, Inc. (“DIGS”)

The Company owns ninety percent (90%) of the outstanding interests of DIGS, a California-based supplier of cultivation equipment that fulfills orders nationwide. They provide hydroponic supplies and nutrients to commercial and individual farmers. DIGS operates an online store, and sells nutrients, lights, and HVAC systems, among other products, to individuals that are interested in horticulture. They also fulfill and distribute products to businesses and stores in the southern California market. DIGS also provides manufacturing services out of its facility in Carlsbad, CA. The manufacturing supports developing and wholesaling private labelled product for clients as well as our inhouse branding efforts.

In addition to our subsidiaries we also maintain the following additional lines of business:

SingleSeed is an online business providing hemp-based products to consumers. In addition to the hemp-based products sold via ecommerce, the business has relationships to resell services such as internet marketing, payment processing and website design. SingleSeed is solely dedicated to providing professional services to the underserved cannabis and hemp-based markets. None of our professional services in the cannabis industry require us to touch the plant.

The online storefront provides an online purchasing point and an additional place for vendors to sell their products. When SingleSeed receives an order, the product is shipped directly to the purchaser from the manufacturer. This eliminates SingleSeed having to purchase or hold any inventory.

Hemp

Our hemp business segment is initially focused on national retail distribution for our executive officesproprietary in-house or exclusive hemp cigarette brands (“1606 Original Hemp”) and non-cannibalistic private label products from other CBD manufactures.

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Intellectual Property

We maintain a policy requiring our employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements and to control access to software, documentation and other proprietary information.

Third parties may infringe or misappropriate our proprietary rights. Competitors may also independently develop technologies that are substantially equivalent or superior to the technologies we employ in our products and services.

Competition

The markets for our products are intensely competitive, continually evolving and subject to changing technologies. Many of our competitors are substantially larger than us and have significantly greater name recognition, sales and marketing, financial, technical, customer support and other resources. These competitors may be able to respond more rapidly to new or emerging technologies and changes in customer requirements or to devote greater resources to the foreseeable future.


development, promotion and sale of their products.

These competitors may enter our existing or future markets with products that may be less expensive, that may provide higher performance or additional features or that may be introduced more quickly than our products.

We also rent anbelieve that we compete favorably with our competitors on the basis of these factors. However, if we are not able to compete successfully against our current and future competitors, it will be difficult to acquire and retain customers, and we may experience revenue declines, reduced operating margins, loss of market share and diminished value in our services.

Marketing

Our marketing efforts (conducted by us in house, and by outside consultants) currently focus on increasing demand for our solutions utilizing targeted email campaigns, SEO and SEM advertising. In addition, we generate awareness by participating in industry tradeshows, issuing press releases and articulating our messaging through our website. We conduct our marketing activities domestically to promote our products independently and in cooperation with our strategic partners. Our product information is available on our website, which contains overview presentations.

Sales

We market and distribute our products through a strategic partnership network of companies and we use a broad distribution channel to bring our products and solutions to our customers.

We have sales and support staff in various locations throughout the United States. Our inside sales group answers incoming leads from potential customers and refers these new leads to one of our partners. A new lead is a potential customer, client or user of one or more of the products and services SinglePoint either directly offers or refers to a partner. A partner is either one of our subsidiaries or one of the companies that we do business with.

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Employees

Currently SinglePoint and its subsidiaries employ a total of approximately 50 individuals. These individuals consist of management, developers, sales and support staff. Some of these individuals are employed through outside sourcing, working with us to hire qualified software engineers.

Offices

We do not currently own any property or real estate of any kind. Currently the Company leases approximately 1,400 square feet of office space at Level 20, Menara Standard Chartered, 30 Jalan Sultan Ismail, Kuala Lumpur, Malaysia 50250. We lease this space on a month to month basis2999 North 44th Street, Phoenix Arizona 85018 at a monthly rental raterent of $125$3,376 through January 31, 2023 at a monthly base rent of $3,618, increasing to $3,688 and $3,758 per month. Wemonth during the second and third year of the lease, respectively.

LEGAL PROCEEDINGS

From time to time, we may cancel upon 30 days written notice.  This location will serve as our satellite office for planningbecome involved in various lawsuits and implementing of our plan in Asia and other foreign countries.


We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premiseslegal proceedings which arise in the foreseeable future.

ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We doare not havepresently a party to any investments or interests inmaterial litigation, nor to the knowledge of management is any real estate.  Our company does not invest in real estate mortgages, nor does it invest in securities of, or interests in, persons primarily engaged in real estate activities.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions discussed below, CCII has not entered into any transaction nor are there any proposed transactions in which any director, executive officer, shareholder of CCII or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

Manufacturer/Licensor

Our licensor, CRI, is the manufacturer of all of the products we are licensed to sell or use. CRI licenses its manufacturing process and products from Radatech, all of whose common stock is owned by Hans J. Schulte and Dr. Prabaharan Subramaniam. Dr. Prabaharan Subramaniam is our CTO, Secretary and a member of our Board of Directors, who owns 7,607,500 shares of our outstanding common stock. Hans J. Schulte, our Chief Executive Officer/ President (CEO) and Board Chairman, owns  only 6 million shares of our preferred stocklitigation threatened against us, which may be converted into common stock at any time on a basis of four common shares for each share of preferred stock owned. Together, these two related parties control our Company and CRI.

22

CERTAIN RELATIONSHIPSmaterially affect us.

MARKET PRICE OF AND RELATED TRANSACTIONS - continued

Legal Services

Corporate and securities-related legal services for the Company are being provided by The O’Neal Law Firm, P.C. whose sole owner, William D. O’Neal, Esq. is a shareholder of both CCI and CCII. As of October 31, 2007, this firm was paid a total of $5,000 for our organizational costs. Subsequent to year end this law firm was paid $40,000 for the preparation of our registration statement on Form S-1.

Shareholder Advance

On October 17, 2007, Hans J. Schulte advanced, free of interest and collateral, the sum of $28,960, against which $25,000 was repaid leaving $3,960 owing to him on October 31, 2007.

As of April 30, 2008 Shareholder advances increased $3,788 and repayments totaled $401 for a net increase of $3,387.

Prepaid Expenses

Prepaid expenses consisted of (1) prepaid travel of $15,870 as of October 31, 2007, for the airfare and hotel accommodations of our Arizona based legal counsel and our Chief Financial Officer (CFO) for their initial trip to Kuala Lumpur, Malaysia during November 2007, and (2) $5,333 in prepaid management consulting. We initially advanced $10,000 as management consulting fees to our CFO Ivan Braverman, but offset that with the amount earned by him of $4,667 as of October 31, 2007.

MARKET FORDIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MATTERS.

Market Information


Currently there

The Common Stock of the Company is no publiccurrently trading market for our stock, and we have not applied to have CCII’s common stock listed.  We intend to apply to have our common stock quoted on the OTC Bulletin Board.  No tradingOTCQB under the symbol has yet been assigned.


Rules governing low-price stocks that may affect our  stockholders' ability“SING.” The following table sets forth the high and low bid prices relating to resell shares of our common stock

Our stock currently is not traded on any stock exchange or quoted on any stock quotation system.  Upon the registration statement in which this prospectus is included becoming effective, we will apply for quotation of our common stock on a quarterly basis for the FINRA's OTCBB.

Quotations onperiods indicated as quoted by the OTCBBOTCQB market. These quotations reflect inter-dealer prices without retail mark-up, markdownmark-down, or commissioncommissions, and may not reflect actual transactions.  CCII’s

Quarterly period

 

High

 

 

Low

 

Fiscal year ended December 31, 2019:

 

 

 

 

 

 

First Quarter

 

$0.0208

 

 

$0.0195

 

Second Quarter

 

$0.0220

 

 

$0.0187

 

Third Quarter

 

$0.0117

 

 

$0.0112

 

Fourth Quarter

 

$0.0079

 

 

$0.0072

 

 

 

 

 

 

 

 

 

 

Fiscal year ended December 31, 2018:

 

 

 

 

 

 

 

 

First Quarter

 

$0.1094

 

 

$0.0291

 

Second Quarter

 

$0.0680

 

 

$0.0235

 

Third Quarter

 

$0.0520

 

 

$0.0255

 

Fourth Quarter

 

$0.0400

 

 

$0.0106

 

As of June 1, 2020, the market price for our common shares is $.0052 per share.

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Holders

As of June 1, 2020, there were 1,803,070,015 shares of common stock outstanding, which were held by approximately 185 record holders. In addition, there were 52,600,000 shares of our Class A Convertible Preferred Stock outstanding, which were held by seven record holders.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.


Stock Option Plan and other Employee Benefits Plans

On December 5, 2019, the Board of Directors approved the creation of the Singlepoint Inc. 2019 Equity Incentive Plan (the “Plan”), which the holders of a majority of the outstanding shares of common stock approved on December 18, 2019. No awards have been made under the Plan.

Summary Description

The following description is intended to be a summary of the material provisions of the Plan. It does not purport to be a complete description of all the provisions of the Plan and is qualified in its entirety by reference to the complete text of the Plan. Capitalized terms used in the following summary and not otherwise defined in this Information Statement have the meanings set forth in the Plan.

Purpose and Eligible Participants. The purpose of the Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The Administrator may grant awards under the Plan only to those persons that the Administrator determines to be subject to certain rules adopted byEligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the SEC that regulate broker-dealer practicesCompany or one of its Subsidiaries; (b) a director of the Company or one of its Subsidiaries; or (c) an individual consultant who renders bona fide services (other than services in connection with transactions in "penny stocks".  Penny stocks generally arethe offering or sale of securities with a price of less than $5.00, other than securities registered on certain national exchanges or quoted on the Nasdaq system, provided that the exchange or system provides current price and volume information with respect to transaction in such securities.  The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares which could severely limit the market liquidity of the shares and impede the saleCompany or one of our shares in the secondary market.


The penny stock rules require broker-dealers, prior to a transactionits Subsidiaries in a penny stock not otherwise exempt fromcapital-raising transaction or as a market maker or promoter of securities of the rules, to make a special suitability determination for the purchaser to receive the purchaser’s written consentCompany or one of its Subsidiaries) to the transaction priorCompany or one of its Subsidiaries and who is selected to sale, to deliver standardized risk disclosure documents preparedparticipate in this Plan by the SECAdministrator; provided, however, that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock.  In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transactionperson who is otherwise exempt.  A broker-dealer is also requiredan Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Company’s eligibility to disclose commissions payableuse Form S-8 to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - continued
Holders
As of the filing of this prospectus, we have 109 shareholders of record of CCII common stock. We are registering 1,670,360 shares of our common stock held by 67 non-affiliated investorsregister under the Securities Act of 1933, foras amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the sellingCompany, or the Company’s compliance with any other applicable laws.

Types of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its Subsidiaries. The types of awards that may be granted under this Plan are:

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Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator

Stock Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or Common Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common Stock on the date the SAR was granted as specified in the applicable award agreement. The maximum term of a SAR shall be ten (10) years.

Restricted Shares. Restricted shares are shares of Common Stock subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of this Plan and the applicable award agreement relating to the restricted stock, a participant granted restricted stock shall have all of the rights of a stockholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Administrator).

Restricted Share Units.

(a) Grant of Restricted Share Units. A restricted share unit, or “RSU”, represents the right to receive from the Corporation on the respective scheduled vesting or payment date for such RSU, one share of Common Stock. An award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine, subject to the provisions of this Plan. At the time an award of RSUs is made, the Administrator shall establish a period of time during which the restricted share units shall vest and the timing for settlement of the RSU.

(b) Dividend Equivalent Accounts. Subject to the terms and conditions of the Plan and the applicable award agreement, as well as any procedures established by the Administrator, prior to the expiration of the applicable vesting period of an RSU, the Administrator may determine to pay dividend equivalent rights with respect to RSUs, in which case, the Corporation shall establish an account for the participant and reflect in that account any securities, holders namedcash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates. The participant shall have the right to be paid the amounts or other property credited to such account upon vesting of the subject RSU.

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(c) Rights as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable award agreement, each participant receiving RSUs shall have no rights as a stockholder with respect to such RSUs until such time as shares of Common Stock are issued to the participant. No shares of Common Stock shall be issued at the time a RSU is granted, and the Company will not be required to set aside a fund for the payment of any such award. Except as otherwise provided in the applicable award agreement, shares of Common Stock issuable under an RSU shall be treated as issued on the first date that the holder of the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be the owner of such shares of Common Stock on such date. An award agreement may provide that issuance of shares of Common Stock under an RSU may be deferred beyond the first date that the RSU is no longer subject to a substantial risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awards listed in Sections 5.1.4 through 5.1.7 above may be, and options and SARs granted with an exercise or base price not less than the Fair Market Value of a share of Common Stock at the date of grant (“Qualifying Options” and “Qualifying SARs,” respectively) typically will be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code. The grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using the Business Criteria provided for below for the Corporation on a consolidated basis or for one or more of the Corporation’s Subsidiaries, segments, divisions or business units, or any combination of the foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry peers or stock market indices.

Number of Shares. Subject to adjustment as provided in the Plan, 100,000,000 shares of Common Stock are available for issuance in connection with awards granted under the Plan.

Administration. This Plan shall be administered by, and all awards under this prospectus.Plan shall be authorized by, the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee or individual (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law.

Effective Date and Termination. This does notPlan was approved by the Board and became effective on December 5, 2019. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on December 5, 2029. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

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

Overview

We are a company whose core subsidiaries include solar, and hemp. 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.

Results of Operations

Financial Condition and Changes in Financial Condition

Plan of Operation

We work diligently with management of our subsidiaries to coordinate and guide the 11,607,500 sharesgrowth of each of our businesses. The Company is looking to tap into markets with exponential growth opportunities such as solar, hemp and renewables.

Results from Operations – For the year endedDecember 31, 2019 as compared to December 31, 2018.

Net Revenue

For the years ended December 31, 2019 and 2018, the Company had total sales of $3,343,833 and $1,154,671, respectively. The increase of $2,189,162 in revenues was due primarily to the integration of Direct Solar America acquired on May 14, 2019.

Cost of Revenue

Cost of revenue increased from $886,872 for the year ending December 31, 2018 to $2,353,056 for the year ended December 31, 2019, an increase of $1,466,184. This increase was due primarily to the increased revenues from our newly integrated subsidiary Singlepoint Direct Solar, LLC.

Gross Profit

As a result of the foregoing, our gross profit was $990,777 for the year ended December 31, 2019, compared with $267,799, for the year ended December 31, 2018. The increase in our overall gross profit was primarily a result of the newly integrated subsidiary Singlepoint Direct Solar, LLC.

Operating Expenses

Total operating expenses increased from $6,031,128 in 2018 to $6,455,236 in 2019, an increase of $424,108. The increase was primarily due to an increase in general and administrative expense of $1,739,965 due primarily a result of additional costs related to our newly acquired subsidiaries, our new office, marketing, insurance and travel. We had a decrease in consulting fees of $449,729 in the year ended December 31, 2019 from the year ending December 31, 2018, primarily from the issuance of common stock held byfor services to consultants with a value of $800,000 in 2018. Professional and legal fees increased $68,868 for the year ending December 31, 2019, as compared to year ending December 31, 2018, primarily due to increased audit and legal expenses as a result of the Company becoming fully reporting with the SEC.

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Investor relations expense decreased from $340,188 for the year ending December 31, 2018, as compared to $168,177 for the year ending December 31, 2019, a decrease of $172,011, due primarily as a result of decrease use of investor relations consultants. For the year ending December 31, 2018, we incurred an impairment of goodwill of $762,985 related to the reduction in goodwill resulting from the purchase of JAG and ShieldSaver. For the year ending December 31, 2019 we did not incur any impairment of goodwill.

Other Expense

Other expense increased from $2,342,580 in 2018 to $2,604,274 in 2019 due primarily to the increase in interest expense and amortization of debt discounts as a result of our Officersincrease in convertible notes payable during the year ended December 31, 2019.

Net Loss

For the year ended December 31, 2018 the Company had a net loss of approximately $8,105,909 compared to a net loss of approximately $8,068,733 for the year ended December 31, 2019, a decrease in net loss of $37,176. The decrease in net loss is primarily a result of increased revenue and Directors.


Dividends.
gross profit during the year ended December 31, 2019.

Liquidity and Capital Resources

As of December 31, 2019, the filingCompany had $2,421,717 in total assets, including $110,128 in cash, $49,228 of this prospectus, we have not paid any dividendsaccounts receivable, $24,427 in prepaid expenses, $74,663 in inventory, and non-current assets of $2,163,271 related to our shareholders. There are no restrictions which would limitproperty, investments and goodwill. The Company had negative working capital of $6,573,930 as of December 31, 2019.

As of December 31, 2019, the ability of CCIICompany has yet to pay dividends on common equity or that are likelyachieve profitable operations, and while the Company hopes to do soachieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effectIf management is not able to increase revenue and/or manage operating expenses, the distribution of the dividend; CCII wouldCompany may not be able to achieve profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

To continue operations for the next 12 months we will have a cash need of approximately $1.5 million. Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through outside investors through convertible notes, debt or similar instrument(s), including but not limited to the additional tranches available under the convertible notes with Iliad (Iliad Research and Trading, LP), CVP (Chicago Venture Partner, LP) and UAHC (UAHC Ventures, LLC) and GS Capital Partners. The Company plans to pay its debtsoff current liabilities through sales and increasing revenue through sales of Company services and or products, or through financing activities as they becomementioned above, although there is no guarantee that the Company will ultimately do so.

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Advances from Officer

The Company’s CEO advanced the Company funds during 2019 and 2018, with a balance due of $735,000 and $585,000 respectfully, plus accrued interest of $96,273 and $18,030 as of December 31, 2019 and 2018, respectively. These balances accrue interest at 12% beginning October 1, 2018, are unsecured and due on demand.

Our cash flows for the year ended December 31, 2019 and 2018 are summarized below:

 

 

Year Ending

December 31,

2019

 

 

Year Ending

December 31,

2018

 

Net cash used in operating activities

 

$(1,787,690)

 

$(1,640,428)

Net cash used in investing activities

 

$-

 

 

$(210,000)

Net cash provided by financing activities

 

$1,829,037

 

 

$1,004,131

 

Net Change in Cash

 

$41,347

 

 

$(846,297)

Cash at beginning of year

 

$68,781

 

 

$915,078

 

Cash at end of year

 

$110,128

 

 

$68,781

 

Net Cash Used in Operating Activities

For the year ended December 31, 2019, $1,787,690 net cash was used in operating activities due primarily from our net loss of $8,068,733, partially offset by non-cash charges, including preferred stock issued for services of $3,100,000, common stock issued for services of $1,174,050, and amortization of loan costs of $1,662,068. For the year ended December 31, 2018, $1,640,428 net cash used in operating activities was primarily attributable to the additional costs of the companies we acquired as well as an increase in SEO marketing during the year.

Net Cash Used in Investing Activities

We had no net cash used in investing activities in the usual course of business; or its total assets would be less thanyear ended December 31, 2019 as compared to $210,000 for the sumyear ended December 31, 2018, as a result of the totalcash paid for investments and acquisition of subsidiaries in 2018.

Net Cash Provided by Financing Activities

For the year ended December 31, 2019, net cash provided by financing activities was $1,829,037 as compared to $1,004,131 for the year ended December 31, 2018. The increase was primarily due to an increase in proceeds from the issuance of convertible notes.

Critical Accounting Policies

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 plusand the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements.

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Revenues

It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification.

The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that would be needed to satisfyreflects the rights of shareholders who have preferential rights superior to those receiving the distribution.


Difficulty to resell CCII stock, asconsideration that the Company has  no expectationsexpects to pay cash dividends in the near future
The holders of our common stock arebe entitled to receive dividendsin 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:

- Retail Sales (DIGS, Singleseed),

- Distribution (hemp-related products) and,

- Services Revenue (Direct Solar, Mobile Web Credit Card Gateway, Shieldsaver).

Retail Sales. Our retail sales include our products sold directly to consumers, with sales generally recognized upon delivery of the product to the customer, with the customer taking risk of ownership and if, declaredassuming risk of loss. Payment is generally due upon delivery. DIGS operates an online store and sells nutrients, lights, HVAC systems and other products to consumers. Singleseed provides hemp-based products through its online portal.

Distribution Revenue. Our distribution revenue includes Singlepoint’s hemp-related product sales to third-party resellers with revenue generally recognized upon delivery of the product to the reseller, with the reseller taking risk of ownership and assuming risk of loss. Payment is generally due upon delivery or within 30 days of invoicing.

Services Revenue. Our services revenue includes services provided by Direct Solar, which earns commission revenue for solar services placed with third-party contractors and records cash received in advance of contract completion as deferred revenue until contracts are complete. Singlepoint’s Mobile Web Credit Card Gateway provides mobile payment services to consumers. ShieldSaver offers business-to-business services related to windshield repair and replacement for consumers. Service revenue is generally recognized as the boardperformance obligations are fulfilled, with the customer taking risk of directors.  We will not be paying cash dividendsownership and assuming risk of loss. Payment for service revenue is generally due upon completion.

Loss Contingencies

The Company is subject to various loss contingencies arising in the foreseeableordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to us to determine whether such accruals should be adjusted.

Income Taxes

The Company recognizes deferred tax assets (future tax benefits) and liabilities for the expected future but insteadtax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return benefits or consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.

Recent Accounting Pronouncements

See Note 2 of the consolidated financial statements for discussion of Recent Accounting Pronouncements.

Off-Balance Sheet Arrangements

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

Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. It is effective for annual and interim reporting periods beginning after December 15, 2017. We adopted this standard on January 1, 2018 and it did not have a material impact on our financial position or results of operations.

Purchase of Significant Equipment

We have not previously, nor do we will be retainingintend to purchase any significant equipment during the next twelve months.

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Changes In and Disagreements with Accountants

During our two most recent fiscal years or any subsequent interim period, we have had no changes in or disagreements with our accountants.

Directors, Executive Officers, Promoters and Control Persons

The names, ages, and positions of the Company’s present executive officers and directors are set forth in the following table (1):

Name

Age

Positions

Gregory P. Lambrecht

57

Chairman of the Board/Chief Executive Officer (2)

William Ralston

31

Director/President

Corey Lambrecht

50

Chief Financial Officer (2)

Eric Lofdahl

57

Director/CTO

Venugopal Aravamudan

54

Director

Jeffrey Nomura

57

Director

_____________

(1) All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.

(2) Gregory Lambrecht resigned as Chief Financial Officer of the Company on January 16, 2020. Corey Lambrecht was named Chief Financial Officer of the Company on January 16, 2020.

There are no agreements with respect to electing directors. Except as set forth below, none of the directors held any directorships during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such act, or of any company registered as an investment company under the Investment Company Act of 1940. The Board of Directors has not adopted a Code of Ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Director and Officer Biographical Information

Gregory P. Lambrecht – Chairman of the Board/Chief Executive Officer

As CEO and founder of the Company in 2006, Greg leads the Company in its mission. He oversees all earningscompany operations including investor relations, the leadership of the Board of Directors, and daily business activities. Greg has a successful track record of founding and leading start-up companies. Greg is a graduate of Western Washington University with a degree in Marketing and Communications.

William (‘Wil’) Ralston – Director/President

Wil Ralston became President of the Company in August 2017. Prior to financethis he was a vice president of sales for the growthCompany from 2013 to 2015. From 2015 to 2017 he was a market developer for Porch.com. Wil graduated cum laude from the WP Carey School of Business at Arizona State University with a degree in Global Agribusiness.

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Corey Lambrecht – Chief Financial Officer

Corey Lambrecht became Chief Financial Officer of the Company on January 17, 2020. Corey Lambrecht is the nephew of Gregory P. Lambrecht (the Company’s Chief Executive Officer and a member of the Company’s Board of Directors). Corey Lambrecht is a 20+ year public company executive with broad experience in strategic acquisitions, corporate turnarounds, new business development, pioneering consumer products, corporate licensing, and interactive technology services in addition to holding public company executive roles with responsibilities including day-to-day business operations, management, raising capital, board communication and investor relations. He is a Certified Director from the UCLA Anderson Graduate School of Management accredited Directors program. Since 2007 he has been a Director of CUI Global, Inc. (NASDAQ: CUI) and has served multiple terms on the Audit Committee and currently serves as the Compensation Committee Chairman. Corey Lambrecht served on the Board of ORHub, Inc. (OTC: ORHB) from July 2016 through December 2019. He previously served as a Board Member for Lifestyle Wireless, Inc. which, in 2012 merged into the Company. In December 2011, he joined the Board of Guardian 8 Holdings, a leading non-lethal security product company, serving until early 2016. He most recently served as the President and Chief Operating Officer at Earth911 Inc., a subsidiary of Infinity Resources Holdings Company (OTC: IRHC) from January 2010 to July 2013.

Eric Lofdahl – Director/CTO

Eric Lofdahl joined the Company in 2013. He has over 30 years’ experience in the technology sector, including positions in software development, program management, complex system integration, and engineering process definition. Eric began his career at the Boeing Company, where he led a team that successfully developed advanced wireless and satellite data products based on commercial technology for the U.S. Air Force. Since 2007, Eric has been the owner of the Lofdahl Group (technology consulting company) and the owner of Text2Bid (mobile auction platform). Eric holds a Bachelor of Science degree in electrical engineering from Iowa State University.

Venugopal (‘Venu’) Aravamudan - Director

Venugopal (‘Venu’) Aravamudan is a seasoned software industry executive with over 25 years’ experience leading engineering, product management and marketing efforts at industry leading software companies. Venu worked at VMware between 2008-2014 as a Senior Director, leading efforts in business-critical applications, virtualized security and private cloud products and solutions. He was at Limelight Networks between 2014 and 2015 as a VP of engineering and product management, delivering a next generation cloud-based video delivery platform and General Manager at Amazon Web Services Relational Database Services between 2016-2017. Venu is currently a SVP & GM at F5 Networks Inc, where he is leading efforts to develop and launch a new cloud services business which is critical to long-term viability. Venu graduated with a Bachelors in Engineering from the Indian Institute of Technology and a Master’s of Science in Applied Mathematics from Rensselaer Polytechnic Institute.

Jeffrey (‘Jeff’) Nomura – Director

On December 20, 2018 Jeffrey Nomura was appointed as a member of the Board of Directors of the Singlepoint Inc. Mr. Nomura is a CPA with over 25 years’ experience as a CFO and Internal Audit Executive for two Fortune 150 companies in the fashion specialty retailer and international consumer products industries. Jeff also has deep experience in the non-profit sector as he has been an executive director as well as board member in several well-known non-profits based in the Seattle area.

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Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

1.

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

4.

being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5.

being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6.

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Committees of the Board

In September 2019, the Board of Directors created an Audit Committee comprised of Eric Lofdahl, Venugopal Aravamudan, and Jeffrey Nomura. We do not currently have a standing nominating or compensation committee of the Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of nominating and compensation committees.

Family Relationships

Except for Corey Lambrecht (CFO) being the nephew Greg Lambrecht (CEO), there are no other family relationships between or among any of our business.  To date, we have not paid cash dividends on our common stock.  This lack of an ongoing return on investment may make it difficult to sell our common stock and if the stock is sold the seller may be forced to sell the stock at a loss.


directors or executive officers.

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Table of Contents

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our Chief Executive Officer, Chief Financial Officer and those executive officers that earned in excess of $100,000 during the last two fiscal years ended December 31, 2019 and 2018 (collectively, the “Named Executive Officers”):

Summary Compensation Table

Name and Principal Position(4)

 

Year

 

Salary ($)

 

Bonus ($)

 

Stock

Awards ($)

 

Option

Awards ($)

 

Non-Equity Incentive Plan Compensation ($)

 

Non-Qualified Deferred Compensation Earnings ($)

 

All Other Compensation ($)

 

Total ($)

 

Gregory P. Lambrecht,

 

2019

 

$

220,000

 

-

 

-

 

-

 

-

 

-

 

-

 

$

220,000

 

CEO, former CFO, Director (1)

 

2018

 

$

220,000

 

-

 

-

 

-

 

-

 

-

 

-

 

$

220,000

 

William Ralston,

 

2019

 

$

100,000

 

-

 

$

100,000

 

President, Director (2)

 

2018

 

$

100,000

 

-

 

$

100,000

 

Eric Lofdahl,

 

2019

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

CTO, Director (3)

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

________

(1) Does not include 100,000,000 and 75,000,000 shares of common stock issued for the conversion of preferred stock, and 3,000,000 and 3,000,000 shares of Class A Convertible Preferred Stock issued during the year ended December 31, 2019 and 2018, respectively. Includes salary due Mr. Lambrecht during 2019 which is owed by us from our inceptionthe Company to Mr. Lambrecht. Mr. Lambrecht advanced the Company funds during 2019 and 2018, with a balance due of $735,000 and $585,000 respectfully, plus accrued interest of $96,273 and $18,030 as of December 31, 2019 and 2018, respectively. These balances accrue interest at 12% beginning October 1, 2018, are unsecured and due on October 15, 2007demand.

(2) Does not include 0 and 20,000,000 shares of common stock issued for the conversion of preferred stock, and 4,000,000 and 2,000,000 shares of Class A Convertible Preferred Stock issued during the year ended December 31, 2019 and 2018 respectively. Includes salary due Mr. Ralston during 2019 which is owed by the Company to Mr. Ralston.

(3) Does not include 1,000,000 and 1,000,000 shares of Class A Convertible Preferred Stock issued during the year ended December 31, 2019 and 2018, respectively.

(4) Does not include compensation of Corey Lambrecht, CFO of the Company since January 17, 2020.

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Director Compensation

We issued an aggregate of 2,000,000 shares of Class A Convertible Preferred stock to two outside directors in 2019 and 1,000,000 shares of Class A Convertible Preferred stock to one outside director in 2018 for serving as directors of the Company.

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 May 2018 the Company entered into an employment agreement with Greg Lambrecht. The agreement provided that Mr. Lambrecht would serve as CEO and CFO of the Company for a term of three years at an annual salary of Two Hundred Twenty Thousand Dollars ($220,000), and an incentive bonus as determined by the board of directors. In addition, during the term the Company shall provide: an automobile allowance of Five Hundred Dollars ($500) Dollars per month, and health care reimbursement of One Thousand Dollars ($1,000) per month. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such Term (as defined in the agreement). If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through our first fiscal year ending October 31, 2007the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for each or our officers. This information includesCause (as defined in the dollar valueagreement), then the Company shall pay his Base Salary through the date of base salaries, bonus awardshis termination and number of stock options granted, and certainthere shall be no further entitlement to any other compensation if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

EXECUTIVE OFFICER COMPENSATION TABLE
                Non-  Nonqualified       
                Equity  Deferred  All    
Name                Incentive  Compensa-  Other    
and          Stock  Option  Plan  tion  Compen-    
Principal    Salary  Bonus  Awards  Awards  Compensation  Earnings  sation  Total 
Position  Year  (US$)  (US$)  (US$)  (US$)  (US$)  (US$)  (US$)  (US$) 
(a)  (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
  
Hans J. Schulte
CEO, President
 2007   0   0  $600(1)  0   0   0   0(3) $0 
Dr. Prabaharan Subramaniam
CTO, Secretary
 2007  0   0   0   0   0   0   0(4)  0 
Ivan Braverman
CFO, Treasurer
 2007  0   0  $200(2)  0   0   0   0(5) $0 

1.  6,000,000 shares of preferred stock issued at a value of $0.0001 per share.
2.  2,000,000 shares of preferred stock issued at a value of $0.0001 per share.
3.  Accrued, unpaid consulting compensation to October 31, 2007,benefits from inception, was $3,880.
4.  Accrued, unpaid consulting compensation to October 31, 2007, from inception, was $3,880.
5.  
Accrued, unpaid consulting compensation to October 31, 2007, from inception, was $5,174.
24

EXECUTIVE COMPENSATION - continued
The following table sets forth the compensation paid by us from our inception on October 15, 2007 through our first fiscal year ending October 31, 2007 for each of our directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, of paid or named executive officers.
DIRECTOR COMPENSATION TABLE

(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
              Change in       
              Pension       
  Fees           Value and       
  Earned        Non-Equity  Nonqualified  All    
  Or        Incentive  Deferred  Other    
  Paid in  Stock  Option  Plan  Compensation  Compen-    
  Cash  Awards  Awards  Compensation  Earnings  sation  Total 
Name ($)  ($)  ($)  ($)  ($)  ($)  ($) 
                      
Hans J. Schulte  0   600(1)  0   0   0   0  $600 
                             
Dr. Prabaharan Subramaniam
 
  0   0   0   0   0   0   0 
Ivan Braverman  0  $200(2)  0   0   0   0  $200 
                             

6.  6,000,000 shares of preferred stock issued at a value of $0.0001 per share.
7.  
2,000,000 shares of preferred stock issued at a value of $0.0001 per share.

All compensation receivedCompany. If employment is terminated by the officers and directors has been disclosed.

Consulting Agreements

OnCompany (or its successor) upon the spin off date, our President/CEO and Chief Technical Officer (CTO)/ Secretary, verbally agreed to provide their services overoccurrence of a three year period, with an option to renew, for annual compensation eachChange of $90,000, $150,000 and $210,000, respectively. After inception of CRI on November 29,2007, their verbal agreement to continue providing such services as of November 29, 2007, was incorporated under a formal consulting agreement with CRI, signed on August 13, 2008, which agreement provided for their services, pre-incorporation, effective October 17, 2008.

We also entered into a consulting agreement with Braverman International, effective October 17, 2007, to utilize the services of its principal, Ivan Braverman,Control (as defined in the capacity of CFOagreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iv) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (v) pay expense reimbursement amounts through the date of termination. All such Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Lambrecht shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Lambrecht for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), and (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.

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Table of Contents

In May 2018 the Company entered into an employment agreement with Mr. Ralston. The agreement provided that Mr. Ralston would serve as President of the Company for a term of three years withat an option to renew at the endannual salary of the term, with annual compensation of $120,000, $180,000One Hundred Thousand Dollars ($100,000), and $240,000, respectively.


The executives shall also participate in thean incentive plan payable in cash and Company stock or options upon achievement of reasonable performance goals and stock option plan, when implemented. As per the agreements, and when cash flow is available, the executives are also entitled to group term life insurance with coverage of at least $500,000, all premiums being paidbonus as determined by the Company. We shall also provide long term disability insurance with compensation annually equal to at least $90,000 each to our CEO and CTO, and $120,000 to our CFO. The executives are also entitled to no less than 39 days of paid time off each year which shall be accrued according to the Company policies and practices from time to time. Management consulting services totaling $12,934 was accrued and expensed for the last two weeks of October 2007, of which $11,667 was for compensation, and $1,267 was for accrued absences. An additional $800 was expensed for the value of stock compensation provided by our CEO and CFO for the 8 million preferred shares they received on October 31, 2007.
Option/SAR Grants

Currently, we have no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

25

EXECUTIVE COMPENSATION - continued
Long-Term Incentive Plan Awards
Currently, we do not have any long-term incentive plans.

Directors Compensation
We have no formal plan for compensating our directors for their services in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. In addition, during the term the Company shall provide: an automobile allowance of Five Hundred Dollars ($500) Dollars per month, and health care reimbursement of One Thousand Dollars ($1,000) per month. The boardagreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of directorsthis Agreement at least 90 days prior to the expiration of such Term (as defined in the agreement). If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may award special remunerationmake such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for Cause (as defined in the agreement), then the Company shall pay his Base Salary through the date of his termination and there shall be no further entitlement to any director undertaking any special services on behalf of CCII other than services ordinarily requiredcompensation or benefits from the Company. If employment is terminated by the Company (or its successor) upon the occurrence of a director. Since inceptionChange of Control (as defined in the agreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iii) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination. All Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Ralston shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Ralston for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date hereof,of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.

On May 14, 2019, Direct Solar America, entered into an employment agreement with Pablo Diaz, to serve as Chief Executive Officer of Direct Solar America. The agreement provided for a two year term at an annual salary of One Hundred Twenty-Five Thousand Dollars ($125,000) per year (the “Base Salary”). If Mr. Diaz’s employment is terminated as a result of his death or Disability, Singlepoint Direct Solar 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 $75,000 (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event Direct Solar America does not have the cash flow to pay such amount within 30 days as set forth above, Direct Solar America may make such payments over 12 equal monthly installments. If employment is terminated for Cause, then Direct Solar America shall pay the Base Salary through the date of termination. If employment is terminated by Direct Solar America upon the occurrence of a Change of Control or within six (6) months thereafter, Direct Solar America shall (i) continue to pay 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 Direct Solar America for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination. In the event this agreement is terminated for Cause by Direct Solar America, or Mr. Diaz resigns for no director receivedreason, Mr. Diaz waives all rights to distributions as a Member of Direct Solar America (as set forth in the Operating Agreement of Direct Solar America) for the sooner of two (2) years or until the Company receives two million dollars ($2,000,000) in distributions from Direct Solar America. After the sooner of two (2) years or until the Company receives two million dollars ($2,000,000) in distributions from Direct Solar America, Mr. Diaz shall be entitled to his proportion of the Company’s distributions.

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 Company 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.

42

Table of Contents

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth, as of June 1, 2020, certain information concerning the beneficial ownership of our capital stock, including our common stock, and Class A Convertible Preferred Stock, by:

·

each director;

·

each named executive officer;

·

all of our executive officers and directors as a group; and

·

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

As of May 28, 2020, the Company had authorized 2,000,000,000 shares of common stock and 60,000,000 shares of Class A Convertible Preferred Stock. There were 1,803,070,015shares of common stock and 52,600,000 shares of Class A Convertible Preferred Stock outstanding as of June 1, 2020. Each share of Class A Convertible Preferred Stock is convertible at any time into 25 shares of common stock, and votes with the shares of Common Stock and is entitled to 50 votes per share.

Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record date, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares. In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above.

Security Ownership of Certain Beneficial Owners

Title of Class

 

Name and Address of Beneficial Owner

 

Amount and nature of beneficial ownership

 

Percent of

Class

 

Class A Convertible Preferred Stock

 

Govindan Gowrishankar (1)

 

2,000,000

 

3.8

%

___________

(1) Mr. Gowrishankar served on the Board of Directors of the Company from December 2011 until May 2017.

43

Table of Contents

Security Ownership of Management

Title of Class

 

Name and Address of Beneficial Owner (1)

 

Amount and nature of beneficial ownership

 

Percent of

Class

 

Common Stock

 

Gregory P. Lambrecht

 

26,070,309

 

1.4

%

 

Eric Lofdahl

 

15,286,498

 

*

 

Venugopal Aravamudan

 

25,030,000

 

1.4

%

 

William Ralston

 

40,000,000

 

2.2

%

 

Jeffrey Nomura

 

-

 

-

 

Corey Lambrecht

 

25,050,000

 

1.4

%

 

Executive Officers and Directors as a Group

 

131,436,807

 

7.3

%

 

Class A Convertible Preferred Stock

 

Gregory P. Lambrecht

 

30,050,000

 

58.2

%

 

Corey Lambrecht

 

-

 

-

 

Eric Lofdahl (2)

 

10,350,000

 

20.1

%

 

Venugopal Aravamudan

 

1,000,000

 

1.9

%

 

William Ralston

 

7,200,000

 

14

%

 

Jeffrey Nomura

 

1,000,000

 

1.9

%

 

Executive Officers and Directors as a Group

 

49,600,000

 

94.3

%

________

* Less than 1%.

(1) The address for the above individuals is c/o Singlepoint Inc. 2999 N. 44th St. Suite 530 Phoenix, Arizona 85018.

(2) Includes 6,100,000 shares of Class A Preferred Stock held in an entity controlled by Mr. Lofdahl.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

Transactions with Related Persons

Except as set out below, since the beginning of the Company’s last fiscal year, there have been no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any of the following people had or will have a direct or indirect material interest:

·

Any director or executive officer of the Company;

·

Any immediate family member of a director or executive officer of the Company; and

·

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

Employment Agreements

The Company has entered into several employment agreements as set forth under the Section entitled “Employment Agreements” above.

44

Table of Contents

Advances from Officer

The Company’s CEO advanced the Company funds during 2019 and 2018, with a balance due of $735,000 and $585,000 respectfully, plus accrued anyinterest of $96,273 and $18,030 as of December 31, 2019 and 2018, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand.

Stock Issuances to Officers

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

On December 31, 2018, the Company issued 6,000,000 shares of the Company’s Class A Stock with a value of $1,784,400 to directors for services.

On September 12, 2018, the Company issued 1,000,000 shares of the Company’s Class A Stock with a value of $710,000 to a director for services.

Director Independence

The Company has two independent directors. All other directors are executive officers of the Company or have received compensation for histheir board service.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Nevada Revised Statutes (“NRS”) Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her servicesconduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful. Under NRS Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Our Amended Bylaws provides that the Company shall indemnify its directors and officers from and against any liability arising out of their service as a director including committee participation and/or special assignments.

FINANCIAL STATEMENTS

The audited financial statementsofficer of CCII appear on pages F-1 through F-12.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 There have been no changes in and/the Corporation or disagreements with DeJoya & Griffith & Company, LLC on accounting and financial disclosure matters.


26

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
any subsidiary or affiliate of which they serve as an officer or director at the request of the Corporation to the fullest extent not prohibited by NRS Chapter 78.

Page No.
Condensed Balance Sheets for April 30, 2008 (Unaudited) and October 31, 2007 (Audited)F-2
 
Unaudited Condensed45

Table of Contents

Index to Financial Statements

For the Year Ended December 31, 2019

Report of the Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets as of December 31, 2019 and 2018

F-2

Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018

F-3

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2019 and 2018

F-4

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018

F-5

Notes to Consolidated Financial Statements

F-6- F-20

For the Quarter Ended March 31, 2020

Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019

F-21

Consolidated Statements of Operations for the Three and Six Months Ended April 30, 2008March 31, 2020 and Cumulative from Inception (October 15, 2007) to April 30, 20082019

F-3

F-22

Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2020 and Year Ended December 31, 2019

F-23

Unaudited Condensed

Consolidated Statements of Cash Flows for the SixThree Months Ended April 30, 2008March 31, 2020 and Cumulative from Inception (October 15, 2007) to April 30, 20082019

F-4

F-24

Notes to Consolidated Financial Statements

F-25- F-36

 
Notes to Financial Statements for April 30, 2008 (Unaudited)F-5

46

ReportTable of Independent Registered Public Accounting FirmF-7
Balance Sheets for October 31, 2007 (Audited)F-8
Statements of Operations for the Period from Inception (October 15, 2007) to October 31, 2007 (Audited)F-9
Statements of Cash Flows for the Period from Inception (October 15, 2007) to October 31, 2007 (Audited)F-10
Statements of Stockholders' Equity for the Period from Inception (October 15, 2007) to October 31, 2007 (Audited)F-11
Noted to Financial Statements for October 31, 2007 (Audited)F-12Contents
F-1


CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEETS
     
        
        
   April 30,  October 31, 
   2008  2007 
   (unaudited)  (audited) 
        
        
ASSETS
        
CURRENT ASSETS       
        
Cash  $3,838  $43,934 
Prepaid expenses   3,250   21,204 
Deferred stock registration costs  40,000   - 
Affiliate advances   10,000   - 
Total current assets   57,088   65,138 
          
          
Total assets  $57,088  $65,138 
          
          
          
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
          
CURRENT LIABILITIES         
          
Accrued liabilities  $139,684  $8,354 
Shareholders' advances   7,348   3,960 
          
Total current liabilities   147,032   12,314 
          
          
STOCKHOLDERS' EQUITY (DEFICIT)        
          
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, 24,446,000 issued and outstanding (2007),        
24,621,000  issued and outstanding (2008)  2,462   2,445 
Additional paid in capital   118,957   69,975 
Deficit accumulated during development stage  (212,163)  (20,396)
          
Total stockholders' equity(deficit)  (89,944)  52,824 
          
Total liabilities & stockholders' equity(deficit) $57,088  $65,138 
          
          
          
          
          
          
          
          
          
          
          
          
          
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-2


CARBON CREDITS INTERNATIONAL, INC. 
(A DEVELOPMENT STAGE ENTERPRISE) 
CONDENSED STATEMENTS OF OPERATIONS 
(unaudited) 
  
          
          
          
          
        Cumulative 
        from 
  Three Months  Six Months  Inception 
  Ended  Ended  (October 15, 2007) to 
  April 30,2008  April 30,2008  April 30,2008 
          
          
REVENUES $-  $-  $- 
             
EXPENSES            
General and administrative:            
Consulting fees  83,125   166,250   179,984 
Other  9,574   25,517   32,179 
             
Total expenses  92,699   191,767   212,163 
             
NET LOSS $(92,699) $(191,767) $(212,163)
             
NET LOSS PER SHARE - BASIC  *  $(0.01)    
             
WEIGHTED AVERAGE NUMBER OF            
  COMMON SHARES OUTSTANDING - BASIC  24,621,000   24,595,176     
             
*  less than $(.01) per share            
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-3


CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
       
       
     Cumulative 
     from 
  Six Months  Inception 
  Ended  (October 15, 2007) to 
  April 30,2008  April 30,2008 
       
CASH FLOWS FROM OPERATING ACTIVITIES      
Net loss $(191,767) $(212,163)
Adjustments to reconcile net loss to net        
Cash (used) by operating activities:        
Common stock issued issued at spin off
 
     2,420 
Preferred stock issued for services      800 
Changes in operating assets and liabilities:        
(Increase) decrease in prepaid expenses  17,954   (3,250)
Increase in accrued liabilities
 
 131,330   139,684 
Deferred stock offering costs  (40,000)  (40,000)
Affiliate advance  (10,000)  (10,000)
         
Net cash used by operating activities  (92,483)  (122,509)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
         
Net cash used by investing activities  -   - 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from sale of common stock  48,999   118,999 
Increase in shareholders' advances  3,788   32,748 
Shareholder advance - repayment  (401)  (25,401)
         
Net cash provided by financing activities  52,386   126,346 
         
NET INCREASE (DECREASE) IN CASH  (40,096)  3,838 
         
CASH, BEGINNING OF PERIOD  43,934   - 
         
CASH, END OF PERIOD $3,838  $3,838 
         
         
         
Supplemental Non-Cash Financing and Investing Activities        
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 

F-4

CARBON CREDITS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 2008
(UNAUDITED)

NOTE 1 -BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of 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 for a fair presentation of the Company’s financial position as of April 30, 2008, and the results of its operations for the three months and six months and cash flows for the six months then ended have been made. Operating results for the three and six months ended April 30, 2008 are not necessarily indicative of the results that may be expected for the year ended October 31, 2008.

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, 2007 included in Company’s Form S-1. The Company follows same accounting policies in the preparation of interim report.
Going Concern
The Company has not realized any revenues since inception. As of April 30, 2008, the Company has an accumulated deficit of $212,163.

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 the licensor of our products, pursuing additional product approvals such as that provided by United Laboratories, (UL) for all of the products we are licensed to sell or use, which 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.  In the event we are unable to achieve profitable operations and/or adequate cash flows in the near term, we plan to pursue additional debt or equity financing through private placements of our stock.   The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 -INCOME TAXES

There was no current federal 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 assurance of future taxable income.

NOTE 3 -THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
New Accounting Standards Not Yet Adopted

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted  for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. The Company does not expect the adoption of SFAS 161 will have a material impact on its financial condition or results of operation.
F-5

CARBON CREDITS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 2008
(UNAUDITED)

NOTE 3 -
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS - continued
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation.  This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements.  SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008.  The Company does not expect the adoption of SFAS 163 will have a material impact on its financial condition or results of operation.
NOTE 4 -EARNINGS PER SHARE

During the three and six months ended April 30, 2008, our loss per share was less than ($.01) and ($.01), respectively, per share based on the weighted average number of shares outstanding during those periods of 24,621,000 and 24,595,176, respectively.
NOTE 5 -EQUITY TRANSACTIONS

During the six month period ended April 30, 2008, our Board of Directors approved the sale of, 175,000 shares of our restricted common stock to unaffiliated non resident aliens for $0.28 per share for a total of $49,000.

NOTE 6 -SHAREHOLDER ADVANCES

Shareholder advances increased $3,788 and repayments totaled $401 for a net increase of $3,387.

NOTE 7 -AFFILIATE ADVANCES

The advance of $10,000 on March 14, 2008 to CRI, our product licensor was returned to us on June 18, 2008.

NOTE 8 -SUBSEQUENT EVENTS

Additional Sales of Common Stock

During the period May through August 2008, we inadvertently issued 14,187,500 common shares to various persons. Of this number 3,392,500 should have been issued in a private transaction between Dr. Praba and other shareholders for which his original shares were reduced from 11 million to 7,607,500, and the remaining shares, all of which were sent back to the transfer agent and are in process of cancellation, were issued to our CEO for 6,700,000 shares, to his wife for 4 million shares, and 95,000 to several shareholders of Environmental Alternatives, Inc, a company acquired by CCI in a stock exchange transaction on October 29, 2007.
F-6






To the Board of Directors and Stockholders

Carbon Credits International, of Singlepoint Inc.
2300 W. Sahara Avenue, Suite 800
Las Vegas, Nevada 89102.


Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Carbon Credits International,Singlepoint Inc. (A Development Stage Company)and its subsidiaries (the “Company”) as of OctoberDecember 31, 2007,2019 and 2018 and the related consolidated statements of operations, stockholders’ deficit and cash flows from Inception (October 15, 2007) through October 31, 2007. These financial statements arefor the responsibility ofyears then ended, and the Company’s management. Our responsibility isrelated notes (collectively referred to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance withas the standards of the Public Company Accounting Oversight Board (United States)“financial statements”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Carbon Credits International, Inc. (A Development Stage Company)the Company as of OctoberDecember 31, 2007,2019 and 2018, and the results of its consolidated operations and its consolidated cash flows from Inception (October 15, 2007) through October 31, 2007for the years then ended, in conformity with accounting principles generally accepted accounting principles in the United States.

States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and the Company has not generated any revenue since inception which alland expects to continue to generate operating losses and negative cash flows for the foreseeable future. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regardregards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ De Joya GriffithTurner, Stone & Company, LLC


De Joya Griffith & Company, LLC
Henderson, Nevada


September 6, 2008
F-7

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
October 31, 2007
AUDITED
      
ASSETS
      
      
CURRENT ASSETS     
      
     Cash  $43,934 
     Prepaid expenses                   21,204 
      
Total current assets                   65,138 
      
Total assets  $65,138 
      
      
      
LIABILITIES AND STOCKHOLDERS' EQUITY
      
      
CURRENT LIABILITIES     
      
       Accrued liabilities  $8,354 
       Shareholder advance                     3,960 
      
Total current liabilities                   12,314 
      
Total liabilities                   12,314 
      
Commitments and Contingencies                           - 
      
STOCKHOLDERS' EQUITY     
      
Class A Convertible Preferred stock, $.0001 par value,   
10,000,000 shares authorized, 8,000,000 issued and outstanding                     800 
      
Common stock, par value $.0001,100,000,000 shares   
authorized, 24,446,000 issued and outstanding                   2,445 
Additional paid in capital                   69,975 
Deficit accumulated during development stage                (20,396
      
Total stockholders' equity                   52,824 
      
Total liabilities & stockholders' equity $65,138 
      
      
      
      
      
      
      
      
      
      
      
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-8

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (OCTOBER 15, 2007)
TO OCTOBER 31, 2007
    
    
    
    
  Inception 
  (October 15, 2007) 
  to 
  October 31, 
  2007 
  (Audited) 
    
    
REVENUES $- 
     
EXPENSES    
General and administrative:    
Consulting  13,734 
Other  6,662 
     
Total expenses  20,396 
     
NET LOSS $(20,396)
     
NET LOSS PER SHARE- BASIC  * 
     
WEIGHTED AVERAGE NUMBER OF    
COMMON SHARES OUTSTANDING - BASIC  21,280,875 
     
*  less than $(.01) per share    
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 

F-9

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FROM INCEPTION (OCTOBER 15, 2007)
TO OCTOBER 31, 2007
AUDITED
    
    
OPERATING ACTIVITIES   
Net loss $(20,396)
Adjustments to reconcile net loss to net    
cash used in operating activities:    
Common stock issued at spin off
 
 2,420 
Preferred stock issued for services  800 
Changes in operating assets and liabilities:    
(Increase) in prepaid expenses  (21,204)
Increase in accrued liabilities  8,354 
     
Net cash used by operating activities  (30,026)
     
FINANCING ACTIVITIES    
Proceeds from sale of common stock  70,000 
Proceeds from shareholder advance  28,960 
Shareholder advance - repayment
 
 (25,000)
     
Net cash provided by financing activities  73,960 
     
     
NET INCREASE IN CASH  43,934 
     
CASH, BEGINNING OF PERIOD  - 
     
CASH, END OF PERIOD $43,934 
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-10

CARBON CREDITS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION (OCTOBER 15, 2007)
TO OCTOBER 31, 2007
(AUDITED)
                      
                      
                 Deficit    
                 accumulated    
                 during  Total 
  Preferred Stock  Common Stock  Paid-in  development  Stockholders' 
  Shares  Amount  Shares  Amount  Capital 
 
stage  Equity 
Balance, October 15, 2007  -  $-   -  $-  $-   -  $- 
                             
Shares issued in a spin off, October 17, 2007 at par value  -   -   24,196,000   2,420   -   -   2,420 
                             
Shares issued for services on October 17, 2007 after spin off at fair market value of services  8,000,000   800   -   -   -   -   800 
                             
Common stock issued for cash on October 24, 2007 at $0.28 per share  -   -   250,000   25   69,975   -   70,000 
                             
Net loss for period  -   -   -   -   -   (20,396)  (20,396)
                             
Balance, October 31, 2007  8,000,000  $800   24,446,000  $2,445  $69,975   (20,396) $52,824 
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
                             
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-11

CARBON CREDITS INTERNATIONAL,L.L.P.

Dallas, Texas

March 31, 2020

We have served as the Company’s auditor since 2017.

F-1

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

December 31,

2019

 

 

December 31,

2018

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

$110,128

 

 

$68,781

 

Accounts receivable

 

 

49,228

 

 

 

5,979

 

Prepaid expenses

 

 

24,427

 

 

 

8,938

 

Inventory

 

 

74,663

 

 

 

157

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

258,446

 

 

 

83,855

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS:

 

 

 

 

 

 

 

 

Property, net (Note 5)

 

 

136,931

 

 

 

-

 

Investment, at cost (Note 3)

 

 

60,000

 

 

 

60,000

 

Goodwill (Note 3)

 

 

1,966,340

 

 

 

-

 

Total Assets

 

$2,421,717

 

 

$143,855

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable, including related party (Note 8)

 

$167,939

 

 

$146,635

 

Accrued expenses, including accrued officer salaries (Note8)

 

 

843,136

 

 

 

1,345,567

 

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

 

 

2,070,898

 

 

 

156,853

 

Capital lease obligations, current portion (Note 5)

 

 

58,738

 

 

 

-

 

Advances from related party (Note 8)

 

 

878,515

 

 

 

645,788

 

Derivative liability

 

 

2,813,150

 

 

 

2,215,376

 

Total Current Liabilities

 

 

6,832,376

 

 

 

4,510,219

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

 

Convertible notes payable, net of current portion (Note 4)

 

 

-

 

 

 

500,000

 

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

 

 

98,881

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

6,931,257

 

 

 

5,010,219

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Class A convertible preferred stock, par value $0.0001; 60,000,000 shares

 

 

 

 

 

 

 

 

authorized; 54,200,000 and 50,950,000 shares issued and outstanding

 

 

 

 

 

 

 

 

as of December 31, 2019 and 2018, respectively

 

 

5,420

 

 

 

5,095

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.0001; 5,000,000,000 shares authorized;

 

 

 

 

 

 

 

 

1,698,279,820 and 1,236,319,023 shares issued and outstanding

 

 

 

 

 

 

 

 

as of December 31, 2019 and 2018, respectively

 

 

169,828

 

 

 

123,632

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

72,210,393

 

 

 

63,940,510

 

Accumulated deficit

 

 

(76,752,170)

 

 

(68,846,438)

Total Singlepoint Inc. stockholders' deficit

 

 

(4,366,529)

 

 

(4,777,201)

Non-controlling interest

 

 

(143,011)

 

 

(89,163)

Total Stockholders' Deficit

 

 

(4,509,540)

 

 

(4,866,364)

Total Liabilities and Stockholders' Deficit

 

$2,421,717

 

 

$143,855

 

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

F-2

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

For the Years Ended

 

 

 

December 31,

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

REVENUE

 

$3,343,833

 

 

$1,154,671

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

2,353,056

 

 

 

886,872

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

990,777

 

 

 

267,799

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Consulting fees

 

 

583,350

 

 

 

1,033,079

 

Professional and legal fees

 

 

293,269

 

 

 

224,401

 

Investor relations

 

 

168,177

 

 

 

340,188

 

General and administrative

 

 

5,410,440

 

 

 

3,670,475

 

Impairment of goodwill

 

 

-

 

 

 

762,985

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

6,455,236

 

 

 

6,031,128

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(5,464,459)

 

 

(5,763,329)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

Interest expense

 

 

(393,611)

 

 

(158,860)

Amortization of debt discounts

 

 

(1,662,068)

 

 

(650,672)

Loss on change in fair value of investments

 

 

-

 

 

 

(346,000)

Loss on change in fair value of derivative liability

 

 

(604,289)

 

 

(1,187,048)

Gain on disposal of subsidiary

 

 

55,694

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

(2,604,274)

 

 

(2,342,580)

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

(8,068,733)

 

 

(8,105,909)

 

 

 

 

 

 

 

 

 

Income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

(8,068,733)

 

 

(8,105,909)

 

 

 

 

 

 

 

 

 

Loss attributable to non-controlling interests

 

 

163,001

 

 

 

57,359

 

 

 

 

 

 

 

 

 

 

NET LOSS ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS

 

$(7,905,732)

 

$(8,048,550)

 

 

 

 

 

 

 

 

 

Net loss per share - basic

 

$(0.01)

 

$(0.01)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

 

1,504,104,112

 

 

 

1,135,490,624

 

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

F-3

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Years Ended December 31, 2019 and 2018

 

 

Preferred Stock

Par Value $0.0001

Number of

 

 

Common Stock

Par Value $0.0001

Number of

 

 

 

Additional

paid-in

 

 

Accumulated

 

 

Non-

controlling

 

 

Total

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Interest

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

 

 

47,750,000

 

 

$4,775

 

 

 

935,585,925

 

 

$93,559

 

 

$59,951,381

 

 

$(60,797,888)

 

$(31,804)

 

$(779,977)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for services

 

 

 

 

 

 

 

 

 

 

600,000

 

 

 

60

 

 

 

38,460

 

 

 

 

 

 

 

 

 

 

 

38,520

 

Issuance of common shares for acquisition

 

 

 

 

 

 

 

 

 

 

6,979,167

 

 

 

698

 

 

 

215,656

 

 

 

 

 

 

 

 

 

 

 

216,354

 

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

 

 

 

 

 

 

 

 

 

 

198,153,931

 

 

 

19,815

 

 

 

733,673

 

 

 

 

 

 

 

 

 

 

 

753,488

 

Issuance of preferred shares for services

 

 

7,000,000

 

 

 

700

 

 

 

 

 

 

 

 

 

 

 

2,494,300

 

 

 

 

 

 

 

 

 

 

 

2,495,000

 

Conversion of preferred shares

 

 

(3,800,000)

 

 

(380)

 

 

95,000,000

 

 

 

9,500

 

 

 

(9,120)

 

 

 

 

 

 

 

 

 

 

-

 

Warrants issued with convertible notes payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Resolution of derivative liability due to debt conversion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

516,160

 

 

 

 

 

 

 

 

 

 

 

516,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,048,550)

 

 

(57,359)

 

 

(8,105,909)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

 

50,950,000

 

 

$5,095

 

 

 

1,236,319,023

 

 

$123,632

 

 

$63,940,510

 

 

$(68,846,438)

 

$(89,163)

 

$(4,866,364)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for services

 

 

 

 

 

 

 

 

 

 

26,983,333

 

 

 

2,698

 

 

 

371,352

 

 

 

 

 

 

 

 

 

 

 

374,050

 

Issuance of common shares for services previously accrued

 

 

 

 

 

 

 

 

 

 

8,000,000

 

 

 

800

 

 

 

799,200

 

 

 

 

 

 

 

 

 

 

 

800,000

 

Issuance of common shares for acquisition

 

 

 

 

 

 

 

 

 

 

156,058,751

 

 

 

15,606

 

 

 

1,950,735

 

 

 

 

 

 

 

 

 

 

 

1,966,341

 

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

 

 

 

 

 

 

 

 

 

 

135,418,713

 

 

 

13,542

 

 

 

555,958

 

 

 

 

 

 

 

 

 

 

 

569,500

 

Issuance of preferred shares for services

 

 

10,000,000

 

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

3,099,000

 

 

 

 

 

 

 

 

 

 

 

3,100,000

 

Conversion of preferred shares

 

 

(6,750,000)

 

 

(675)

 

 

135,500,000

 

 

 

13,550

 

 

 

(12,875)

 

 

 

 

 

 

 

 

 

 

-

 

Settlement of derivative liability due to debt conversion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,506,513

 

 

 

 

 

 

 

 

 

 

 

1,506,513

 

Disposal of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109,153

 

 

 

109,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,905,732)

 

 

(163,001)

 

 

(8,068,733)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

 

 

54,200,000

 

 

$5,420

 

 

 

1,698,279,820

 

 

$169,828

 

 

$72,210,393

 

 

$(76,752,170)

 

$(143,011)

 

$(4,509,540)

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

F-4

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

For the Years Ended

 

 

 

December 31,

2019

 

 

December 31,

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss attributable to Singlepoint, Inc. stockholders

 

$(7,905,732)

 

$(8,048,550)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Loss attributable to non-controlling interests

 

 

(163,001)

 

 

(57,359)

Gain on disposal of subsidiary

 

 

(55,694)

 

 

-

 

Common stock issued for services

 

 

1,174,050

 

 

 

38,520

 

Changes in fair value of investments

 

 

-

 

 

 

346,000

 

Depreciation

 

 

44,762

 

 

 

3,547

 

Amortization of debt discounts

 

 

1,662,068

 

 

 

650,672

 

(Gain) loss on change in fair value of derivatives

 

 

604,289

 

 

 

1,187,048

 

(Gain) loss on debt settlement

 

 

-

 

 

 

(5,632)

Preferred stock issued for services

 

 

3,100,000

 

 

 

2,495,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(43,249)

 

 

(5,979)

Prepaid expenses

 

 

(15,489)

 

 

(8,553)

Inventory

 

 

(74,506)

 

 

15,198

 

Other assets

 

 

-

 

 

 

123

 

Accounts payable

 

 

21,304

 

 

 

4,240

 

Accrued expenses

 

 

(136,492)

 

 

982,312

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(1,787,690)

 

 

(1,640,428)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Cash paid for investment

 

 

-

 

 

 

(60,000)

Cash paid for acquisition of subsidiaries

 

 

-

 

 

 

(150,000)

 

 

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

-

 

 

 

(210,000)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from notes receivable - related party

 

 

-

 

 

 

4,225

 

Proceeds from advances from related party

 

 

168,445

 

 

 

560,000

 

Payments on advances to related party

 

 

(13,961)

 

 

(35,094)

Payments on notes payable to related party

 

 

-

 

 

 

(25,000)

Payments on convertible notes payable

 

 

(37,352)

 

 

-

 

Payments on capital lease obligations

 

 

(38,095)

 

 

-

 

Proceeds from issuance of convertible notes

 

 

1,750,000

 

 

 

500,000

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

1,829,037

 

 

 

1,004,131

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

41,347

 

 

 

(846,297)

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

68,781

 

 

 

915,078

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$110,128

 

 

$68,781

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

 

$52,648

 

 

$-

 

Income tax paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Common stock issued for accrued interest

 

$108,828

 

 

$171,237

 

Common stock issued to acquire subsidiaries

 

$1,966,341

 

 

$216,354

 

Original issue discount from issuance of notes payable

 

$175,000

 

 

$70,000

 

Common stock issued for conversion of debt and accrued interest

 

$569,500

 

 

$582,251

 

Recognition of debt discount attributable to derivative liability

 

$1,500,000

 

 

$1,219,714

 

Derivative liability settlements

 

$1,506,513

 

 

$516,160

 

Conversion of preferred stock to common stock

 

$13,550

 

 

$9,500

 

Issuance of common stock previously accrued

 

$800,000

 

 

$-

 

Derivative liability recognized from convertible debt

 

$1,954,759

 

 

$3,306,671

 

Day one recognition of ROU asset and lease liability

 

$181,692

 

 

$-

 

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

F-5

Table of Contents

SINGLEPOINT INC.


NOTE 1 -DESCRIPTION, BACKGROUND AND BASIS OF OPERATIONS

NOTE 1 -ORGANIZATION AND NATURE OF BUSINESS

Corporate History


On October 17, 2007, CARBON CREDITS INTERNATIONAL, INC.,

Carbon Credits International Inc. (“CCII”, “the Company”, “we”, “our” or “its”), which was formed on October 15, 2007 as a Nevada corporation, was the result of a spin off from Carbon Credits Industries, Inc. (CCI)(“CCI”), ourits former parent company which 24,196,000 shares of common stock was issued to the shareholders of CCIissuer, on a share for share basis ownership.  No assets or liabilities were included in the spin off and there was no previous history or operations of CCII.


The spin off ofOctober 17, 2007. On December 23, 2011, CCII was done for the purposes of establishing a separate publicly held entity to become the exclusive licensee for the world-wide marketing and sales of electrical energy saving products manufactured presently in Malaysia by the licensor, Carbon Reducer Industries SDN BHD, (CRI) a Malaysian corporation, formed on November 29, 2007 by Hans J. Schulte (HJS) and Dr. Prabaharan Subramaniam (Praba). The predecessor manufacturing company to CRI was Radatech Corporation SDN BHD (Radatech), also a Malaysian corporation whose stock was owned by HJS and Praba, the latter person being the sole inventor of the energy saving products. A patent pending is currently on file by Praba. After CRI  incorporated, it entered into a licensingmerger agreement with Radatech, enabling CRILifestyle Wireless, Inc. (“LWI”), a Washington Corporation, with CCII remaining as the surviving company. The effective date of the merger was January 10, 2012. On July 1, 2013, CCII changed its name to beSinglepoint Inc. (“Singlepoint” or “the Company”). On May 14, 2019, the exclusive manufacturerCompany established a subsidiary, Singlepoint Direct Solar LLC (“SDS”), completing the acquisition of energy savings products developed by Radatech.

certain assets of Direct Solar LLC and AI Live Transfers LLC (See Note 3). The Company is inowns Fifty One Percent (51%) of the development stage as defined in SFAS No.7 “Accountingmembership interests of SDS.

Business

The Company looks to acquire businesses and Reportingbuild brands based on technology solutions we believe will increase efficiencies across various markets. We strive to create long-term value for our shareholders by Development Stage Enterprises”helping our partner companies to increase their market penetration, grow revenue and improve cash flow. We currently have three subsidiaries, Singlepoint Direct Solar LLC (“SDS”, 51% interest), Discount Indoor Garden Supply, Inc. (“DIGS”, 90% interest), and will remain a development stage enterprise until significant revenues have been earned pursuant to our planned principal operations. Our fiscal year end is October 31.


ShieldSaver, LLC (“ShieldSaver”, 51% interest).

Going Concern


The Company has not realized any revenues since inception. As of October 31, 2007, the Company has an accumulated deficit of $20,396.


Our financial statements have been presented onprepared assuming that the basis that we areCompany will continue as a going concern, which contemplatesconcern. As of December 31, 2019, 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, which 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.  In the event we are unableCompany has yet 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 planother sources to pursue additional debt or equity financing through private placements of our stock.sustain operations and to ultimately achieve viable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company’s common stock.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

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

NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESF-6

Table of Contents

Revenues

It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification.

The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer.

Revenue Sharing

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

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

Cash and Cash Equivalents


The Company considers all highly liquid investments with the original maturities of three monthsninety days or less at the time of purchase to be cash equivalents.


Income Taxes

The Company usesmaintains deposits in financial institutions which are insured by the liability methodFederal Deposit Insurance Corporation (“FDIC”). The Company had no deposits in excess of accountingamounts insured by the FDIC as of December 31, 2019.

Convertible Instruments

The Company evaluates and accounts for income taxes pursuant to Statement of Financialconversion options embedded in its convertible instruments in accordance with the Accounting Standards Board No. 109.  UnderCommittee (“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 method, deferredaccounting 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 taxes are recordedor other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to reflectfair value at the tax consequencesconversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in future periods of temporarydebt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption.

Income Taxes

The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax basisassets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their financial amounts at year-end.  Asrespective 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 October 31, 2007,a change in tax rates is recognized in operations in the period that includes the enactment date. The Company hadhas a net operating loss carry forward;,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 carry forward.


F-12

CARBON CREDITS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2007
(AUDITED)

carryforward.

NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
F-7

Table of Contents

Earnings (loss) Per Common Share


Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the Statement of Financial Accounting Standards Board Statement No. 128,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

 

 

Year

Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Series A Preferred Stock

 

 

1,355,000,000

 

 

 

1,273,750,000

 

Convertible notes

 

 

603,436,155

 

 

 

281,787,716

 

Warrants

 

 

10,000,000

 

 

 

10,000,000

 

Potentially dilutive securities

 

 

1,968,436,155

 

 

 

1,565,537,716

 

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 periods.period. Actual results could differ from those estimates and assumptions.


Fair Value of Financial Instruments


Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of our financial instruments, which consists of current assets and liabilities approximate fair values due to the short-term maturities of such instruments.

Research and Development

As licensee, we will not embark on any research or development activities, as such activities will be provided by our licensor, CRI, however we agreed to pay for all necessary approvals needed to be obtained within the countries we plan to sell our licensed products.

Revenue Recognition

Product Sales

Our product revenues will result from the sale of our licensed products. To assist us in developing worldwide sales and energy sharing arrangements, we anticipate the ultimate need to have licensed sub-distributors in many countries in the future; however, because substantial revenues may be obtained by a relatively large number of high energy use customers, we may avoid this arrangement for quite some period of time.

Revenue Sharing

As an alternative to selling our licensed products to customers, we can achieve revenues by sharing in the electrical energy savings our customers will have using our products.  In this option, which is capital intensive for us, we would acquire and install the products ourselves, capitalize and depreciate them, including all associated costs. Initially we anticipate financing these products by using the customer’s written revenue sharing agreements as additional collateral. These products would be installed and maintained at our expense throughout the term of the agreement, which, in most cases, would be for a minimum of 5 years and possibly have a residual revenue sharing arrangement in perpetuity where we continue to maintain the equipment. Revenue sharing income would be recognized in accordance with EITF 00-21, based on continuing performance criteria. Associated costs of maintaining our products in connection with revenue recognition would be classified as cost of revenue in our statement of operations. Depreciation expense would be a separately stated item under the caption of costs and expenses in our statement of operations.

It has been the experience of the manufacturer/licensor of our products that revenue sharing is the better option for larger companies, since such customers will have no substantial out of pocket costs in achieving and maintaining their energy savings. Customers will be required to support all incurred energy costs throughout the duration of our agreement, as a basis for evaluating initial and ongoing  energy savings and revenue sharing amounts.

F-13

CARBON CREDITS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2007
(AUDITED)

NOTE 3 -RELATED PARTY TRANSACTIONS

Manufacturer/Licensor

Our licensor, CRI, is the manufacturer of all of the products we are licensed to sell or use. CRI licenses its manufacturing process and products from Radatech, all of whose common stock is owned by Praba and HJS. Praba is our Secretary and a member of our Board of Directors, who owns 7,607,500 shares of our outstanding common stock. HJS, our Chief Executive Officer/ President (CEO) and Board Chairman, owns only 6 million shares of our preferred stock which may be converted into common stock at any time on a basis of four common shares for each share of preferred stock owned. Together, these two related parties control our Company and CRI.

Legal Services

Corporate and SEC legal services forMeasurements

On January 1, 2011, the Company are being provided by The O’Neal Law Firm, P.C. whose sole owner is a shareholder of both CCI and CCII. As of October 31, 2007, this firm was paid a total of $5,000 for our organizational costs,adopted guidance which was paid in cash. This law firm was issued 2 million restricted shares of our $.0001 par value common stock since it owned 2 million shares of CCI prior to our spin off.


Shareholder Advance

On October 17, 2007, HJS advanced, free of interest and collateral, the sum of $28,960, against which $25,000 was repaid leaving $3,960 owing to him as on October 31, 2007.

Prepaid Expenses

Prepaid expenses consisted of (1) prepaid travel of $15,870 as of October 31, 2007, for the air fare and hotel accommodations of our Arizona based legal counsel and our Chief Financial Officer (CFO) for their initial trip to Kuala Lumpur, Malaysia during November 2007, and (2) $5,333 in prepaid management consulting. We initially advanced $10,000 as management consulting fees to our CFO, but offset that with the amount earned by him of $4,667 as of October 31, 2007, as further discussed in Note 4.

NOTE 4 -MANAGEMENT CONSULTING SERVICES

On the spin off date, our President/CEO and Chief Technical Officer (CTO)/ Secretary, agreed to provide their services over a three year period with an option to renew for annual compensation each of $90,000, $150,000 and $210,000, respectively. After inception of CRI in November 2007, they agreed to continue providing such services under a formal
consulting agreement with CRI.

The Company also entered into a consulting agreement with Braverman International to engage it in the capacity of CFO at the date of spin off for a period of three years with an option to renew at the end of the term, with annual compensation of $120,000, $180,000 and $240,000, respectively. All executives shall also participate in the incentive plan payable in cash and Company stock or options upon achievement of reasonable performance goals and stock option plan, when implemented. As per the agreements, and when cash flow is available, the executives are also entitled to group term life insurance with coverage of at least $500,000, all premiums being paid by the Company. The Company shall also provide long term disability insurance with compensation annually equal to at least $90,000 for our CEO and CTO and $120,000 for our CFO. The executives are also entitled to no less than 39 days of paid time off each year which shall be accrued according to the Company policies and practices from time to time. Management consulting services totaling $12,934 was accrued (of which $8,267 remains accrued as of October 31, 2007) and expensed for the last two weeks of October 2007, consisting of $11,667 was for compensation, and $1,267 was for accrued absences. An additional $800 was expensed for the value of stock compensation provided by our CEO and CFO for the 8 million preferred shares they received on October 31, 2007.

F-14

CARBON CREDITS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2007
(AUDITED)
NOTE 5 -INCOME TAXES

At October 31, 2007, the Company had a federal operating loss carry forward of $11,769, which begins to expire in 2027.

Components of net deferred tax assets, including a valuation allowance, are as follows at October 31, 2007:

  2007 
Deferred tax assets:   
    Net operating loss carryforward $4,088 
    Stock-based compensation  508 
    Accrued Expenses (not paid)  2,893 
   7,488 
     
Less: Valuation Allowance  (7,488)
  $ -- 

The valuation allowance for deferred tax assets as of October 31, 2007 was $7,488.  In assessing   the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible.  Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  As a result, management determined it was more likely than not the deferred tax assets would not be realized as of October 31, 2007, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate for the year ended October 31, 2007 is as follows:

2007
Federal statutory tax rate(35.0)%
Change in valuation allowance35.0%
Effective tax rate0.0%

NOTE 6 -THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”),Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” which clarifies  the  accounting  for  uncertainty  in  income  taxes recognized in an enterprise's  financial  statements in accordance with FASB No. 109, "Accounting for Income Taxes." This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties,   accounting in interim periods, disclosure and transition.  This Interpretation is effective for fiscal years beginning after December 15, 2006. We have determined that the adoption of FIN 48 did not have any material impact on our results of operations or financial position.
F-15

CARBON CREDITS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 2007
(AUDITED)
NOTE 6 -
THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS - continued

New Accounting Standards Not Yet Adopted

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuringusing fair value in generally accepted accounting principles,to measure financial assets and liabilities on a recurring basis, and expands disclosuredisclosures about fair value measurements. The statement does not require any newBeginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value measurements, buton a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for some entities,inputs used in measuring fair value that maximizes the applicationuse 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 statement will change current practice. This statementinputs as follows:

Level 1 - Valuation is effectivebased 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 statements issued for fiscal years beginning after November 15, 2007,instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and interim periods within those fiscal years. Wederivative 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.

F-8

Table of Contents

The Company’s derivative liabilities have not evaluatedbeen valued as Level 3 instruments.

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of convertible notes derivative liability – December 31, 2018

 

$

 

 

$

 

 

$2,215,376

 

 

$2,215,376

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

 

 

$

 

 

$2,813,150

 

 

$2,813,150

 

The following table provides a summary of changes in fair value of the potential impactCompany’s Level 3 financial liabilities as of adopting SFAS No. 157 for our financial statements.


December 31, 2018 and December 31, 2019:

 

 

Derivative

Liability

 

Balance, December 31, 2018

 

 

2,215,376

 

Additions recognized as debt discount

 

 

1,500,000

 

Derivative liability settlements

 

 

(1,506,515)

Mark-to-market at December 31, 2019

 

 

604,289

 

Balance, December 31, 2019

 

$2,813,150

 

 

 

 

 

 

Net loss for the year included in earnings relating to the liabilities held at December 31, 2019

 

$604,289

 

Recently Issued Accounting Pronouncements

Leases

In February 2007,2016, the FASB issued SFASASU No. 159,2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the “Fair Value Optionbalance sheet with the liability for Financial Assetslease payments and Financial Liabilities”the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement are dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease are disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). SFAS 159 provides entities with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that select different measurement attributes. SFAS 159 isThis standard was effective for fiscal yearsour interim and annual periods beginning after November 15, 2007.


In June 2007, the Emerging Issues Task Force (“EITF”) issued Issue No. 07-3, “Accounting for Nonrefundable Advance Payments for GoodsJanuary 1, 2019 and was applied on a modified retrospective basis to leases existing at, or Services To Be Used in Future Research and Development Activities” (“EITF 07-3”) which concluded that nonrefundable advance payments for goods or services to be received in the future for use in research and development activities should be deferred and capitalized. The capitalized amounts should be expensed as the related goods are delivered or services are performed. Such capitalized amounts should be charged to expense if expectations change such that the goods will not be delivered or services will not be performed. The provisions of EITF 07-3 are effective for new contracts entered into during fiscal years beginning after December 15, 2007. The consensus on EITF 07-3 may not be applied to earlier periods and early adoption is not permitted.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations - Revised 2007”. SFAS 141(R) provides guidance on improving the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141(R) applies to business combinations where the acquisition date is on or after, the beginning of the first annual reportingearliest comparative period beginningpresented in the financial statements. We adopted this standard on or after December 15, 2008. We do not expect theJanuary 1, 2019. The adoption of SFAS No. 141(R)this standard resulted in a charge of approximately $14,000 to general and administrative expense for the year ended December 31, 2019.

There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on ourthe Company’s financial statements.


Inposition, operations or cash flows. Management has evaluated these new pronouncements through December 2007,31, 2019.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other thancurrent year presentation. These reclassifications had no effect on the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.


In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted  for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position,reported results of operations andor cash flows. SFAS 161

Subsequent Events

Other than the events described in Note 13, 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.

F-9

Table of Contents

NOTE 3 –INVESTMENTS, ACQUISITIONS AND GOODWILL

Investments

The Company records its investments using the cost method. If cost exceeds fair value, an impairment loss is effectiverecognized unless the impairment is considered temporary.

The Company had total investments of $60,000 as of December 31, 2019 and 2018, respectively.

Intangible Asset

On August 31, 2017, the beginningCompany issued 5,000,000 shares of the Company’s common stock with a fair value of approximately $346,000 in exchange for 1,000,000 WEED tokens, a digital crypto currency, which is reflected as an entity's first fiscal year that begins after November 15, 2008. intangible asset on the accompanying balance sheet at $0 and $0 as of December 31, 2019 and 2018, respectively.

The Company periodically reviews the carrying value of intangible assets not subject to amortization to determine whether impairment may exist. 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 market for digital crypto currency, or other factors. Specifically, a comparison of our crypto currency to published market rates is used to identify potential impairment. The Company performed this evaluation of our intangible asset as of December 31, 2018 and determined impairment in full of $346,000 was necessary, primarily as a result of recent uncertainties in the crypto currency markets.

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

On May 14, 2019, the Company, via the formation of SDS, completed the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC (the “Acquired Assets”). The Company owns Fifty One Percent (51%) of the membership interests of SDS. In connection with the acquisition of these assets the Company issued an aggregate of 156,058,751 shares of common stock. The Company agreed that it shall reinvest into SDS its portion of distributions of Net Cash Flow (as defined in the Operating Agreement of SDS), if any, up to Two Hundred and Fifty Thousand ($250,000) Dollars per quarter, up to a total of Seven Hundred and Fifty Thousand ($750,000) Dollars.

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

Goodwill

 

$1,966,340

 

Current assets

 

 

-

 

Current liabilities

 

 

-

 

Total net assets acquired

 

$1,966,340

 

The purchase price consists of the following:

 

 

 

 

Cash

 

 

-

 

Common Stock

 

 

1,966,340

 

Total purchase price

 

$1,966,340

 

Total revenue of $2,031,743, net loss of $239,534, and contributed net loss of $122,162 after non-controlling interest related to SDS from the acquisition date of May 14, 2019 through December 31, 2019 is included in the Company’s accompanying consolidated statement of operations.

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ShieldSaver, LLC

On August 31, 2018, the Company acquired a 51% equity stake in ShieldSaver, LLC for $170,000 cash and 6,979,167 shares of the Company’s common stock valued at $216,354. As of December 31, 2018, the total purchase price for ShieldSaver, LLC was allocated as follows:

Goodwill

 

$400,724

 

Current assets

 

 

19,934

 

Current liabilities

 

 

(34,304)

Total net assets acquired

 

$386,354

 

The purchase price consists of the following:

 

 

 

 

Cash

 

 

170,000

 

Common Stock

 

 

216,354

 

Total purchase price

 

$386,354

 

The 2018 acquisition of ShieldSaver LLC contributed approximately $11,000 of revenue and $3,000 of net loss for the year ended December 31, 2018.

Goodwill

The following table presents details of the Company’s goodwill as of December 31, 2019 and December 31, 2018:

 

 

ShieldSaver

 

 

JAG

 

 

SDS

 

 

Total

 

Balances at December 31, 2017:

 

$-

 

 

$362,261

 

 

$-

 

 

$362,261

 

Aggregate goodwill acquired

 

 

400,724

 

 

 

-

 

 

 

-

 

 

 

400,724

 

Impairment losses

 

 

(400,724)

 

 

(362,261)

 

 

-

 

 

 

(762,985)

Balances at December 31, 2018:

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Aggregate goodwill acquired

 

 

-

 

 

 

-

 

 

 

1,966,340

 

 

 

1,966,340

 

Impairment losses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balances at December 31, 2019:

 

$-

 

 

$-

 

 

$1,966,340

 

 

$1,966,340

 

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

The Company used the discounted cash flow method for the impairment testing as of December 31, 2018. The Company performed discounted cash flow analysis projected over five years to estimate the fair value of the reporting unit, using management’s best judgement as to revenue growth rates and expense projections. This analysis indicated cash flows (and discounted cash flows) less than the book value of goodwill. This analysis factored the recent reduction in revenue and projected revenue compared to the Company’s initial projections. The Company determined these were indicators of impairment in goodwill during the year ended December 31, 2018 and impaired the goodwill by $762,985. The Company determined these were indicators of impairment to the value of goodwill related to ShieldSaver and JAG and recorded an impairment of goodwill in full of $762,985 at December 31, 2018.

The goodwill as of December 31, 2019 is provisional pending the finalization of the fair valuation of acquired assets.

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Proforma Information (unaudited)

SDS

The following unaudited pro forma information presents the consolidated results of the Company’s operations and the results of the acquisition of the Acquired Assets as if the May 14, 2019 acquisition had been consummated on January 1, 2019. Such unaudited pro forma information is based on historical unaudited financial information with respect to the Acquired Assets acquisition and does not expectinclude operational or other charges which might have been affected by the adoptionCompany. The unaudited pro forma information for the years ended December 31, 2019 presented below is for illustrative purposes only and is not necessarily indicative of SFAS 161 willthe results which would have a material impact on its financial conditionbeen achieved or results of operation.

In May 2008,which may be achieved in the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation.  This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, includingfuture:

 

 

Year

Ended

December 31,

 

 

 

2019

 

Net revenue

 

$4,098,382

 

Net loss

 

$(8,125,411)

ShieldSaver

The following unaudited pro forma information presents the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirementsconsolidated results of the Statement will improveCompany’s operations and the qualityresults of the 2018 acquisition as if the 2018 acquisition of ShieldSaver had been consummated on January 1, 2018. Such unaudited pro forma information providedis based on historical unaudited financial information with respect to usersthe 2018 acquisition and does not include operational or other charges which might have been affected by the Company. The unaudited pro forma information for the year ended December 31, 2018 presented below is for illustrative purposes only and is not necessarily indicative of financial statements.  SFAS 163 willthe results which would have been achieved or results which may be effectiveachieved in the future:

 

 

Year

Ended

December 31,

 

 

 

2018

 

Net revenue

 

$1,156,072

 

Net loss

 

$(8,125,956)

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NOTE 4 -CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 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.

 

 

10,500

 

 

 

10,500

 

 

 

 

 

 

 

 

 

 

Convertible note payable to investor (the “CVP Note”) dated October 10, 2017, with interest at 10%, an Original Issue Discount (“OID”) of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The CVP Note provides for additional tranches of a maximum of $3,970,000, which includes OID of 10%. The note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The CVP Note is secured by substantially all assets of the Company. The investor converted a total of $444,500 of principal and accrued interest of this note into 105,875,646 shares of the Company’s common stock during the years ended December 31, 2019. Additionally, the Company repaid $40,000 of this note during the years ended December 31, 2019. This note was repaid in full on March 17, 2020.

 

 

100,235

 

 

 

547,749

 

 

 

 

 

 

 

 

 

 

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

 

 

619,490

 

 

 

670,000

 

 

 

 

 

 

 

 

 

 

Convertible note payable, to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees taken on first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the years ended December 31, 2019. The Iliad Note is secured by substantially all assets of the Company.

 

 

2,495,000

 

 

 

570,000

 

 

 

 

 

 

 

 

 

 

Total convertible notes payable

 

 

3,225,225

 

 

 

1,798,249

 

Less debt discounts

 

 

(1,154,327)

 

 

(1,141,396)

Convertible notes payable, net

 

 

2,070,898

 

 

 

656,853

 

Less current portion of convertible notes, net

 

 

(2,070,898)

 

 

(156,853)

Long-term convertible notes payable, net

 

$-

 

 

$500,000

 

Aggregate maturities of long-term debt as of December 31, 2019 are due in future years as follows:

2020

 

$2,070,898

 

 

 

$2,070,898

 

Total amortization of debt discounts was $1,662,068 and $650,672 for financial statements issuedthe years ended December 31, 2019 and 2018, respectively. Accrued interest on the above notes payable totaled $227,352 and $96,100 as of December 31, 2019 and 2018, respectively. Interest expense for fiscalthe above notes payable for the years beginning afterended December 15, 2008.  31, 2019 and 2018 was $300,168 and $140,830, respectively.

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NOTE 5 – OBLIGATIONS UNDER CAPITAL LEASE

The Company does not expectleases approximately 1,400 square feet of office space at 2999 North 44th Street, Phoenix, Arizona 85018 at a monthly rent of $3,270 through January 31, 2023 at a monthly base rent of $3,618, increasing to $3,688 and $3,758 per month during the adoptionsecond and third year of SFAS 163 will havethe lease, respectively.

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

The above leases are classified as capital leases under ASC 842 which the Company adopted in 2019. The following is a summary of property held under these capital leases at December 31, 2019 and 2018:

 

 

December 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Office and warehouse facilities

 

$224,037

 

 

$-

 

Accumulated amortization

 

 

(87,106)

 

 

-

 

 

 

 

 

 

 

 

 

 

Total

 

$136,931

 

 

$-

 

Future maturities of obligations under capital leases are as follows:

Years Ending December 31,

 

 

 

2020

 

$71,872

 

2021

 

 

58,585

 

2022

 

 

45,020

 

2023

 

 

3,758

 

 

 

 

 

 

Total minimum lease payments

 

 

179,235

 

Amounts representing interest

 

 

(21,616)

 

 

$157,619

 

NOTE 6 -DERIVATIVE LIABILITY

Derivative Liability- Debt

The fair value of the described embedded derivative on itsall convertible debt was valued at $2,813,150 and $2,215,376 at December 31, 2019 and 2018, respectively, which was determined using the Black Scholes Pricing Model with the following assumptions:

Dividend yield:

0%

Term

0 – 2.0 year

Volatility

107.0%–133.0%

Risk free rate:

1.54–2.60%

For the years ended December 31, 2019 and 2018, the Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $604,289 and $1,187,048 for the years ended December 31, 2019 and 2018, respectively.

Note 2 contains a summary of changes in fair value of the Company’s Level 3 financial condition or resultsliabilities as of operation.

F-16

CARBON CREDITS INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
OctoberDecember 31, 2007
(AUDITED)

2019.

NOTE 7 -
EQUITY TRANSACTIONSF-14

Table of Contents

Common Shares Issued During the period

Common Stock: The authorized common stock is 100,000,000 shares at $0.0001 par value.

At inception October 17, 2007, the total number of common shares issued to the shareholders of CCI, our former parent, resulting from the spin off totaled 24,196,000. On October 24, 2007, $70,000 funds were received for a private placement of 250,000 common shares to a foreign national as approved by the Board of Directors for $0.28 per share.

NOTE 7 - STOCKHOLDERS’ DEFICIT

Class A Convertible Preferred Shares Issued During

As of December 31, 2019 and 2018, the period


Preferred Stock:  TheCompany had authorized 100,000,000 and 60,000,000 shares, respectively, of preferred stock, $0.0001 per value per share, of which 60,000,000 shares are designated as Series A preferred stock is 10,000,000 sharesConvertible Preferred Stock (“Class A Stock”) with $0.0001 par value.

On October 17, 2007, 8 million preferredvalue per share, of which 54,200,000 and 50,950,000 shares were issued at fair market valueand outstanding as of servicesDecember 31, 2019 and 2018, respectively. As of
$800 for the services rendered in connection with the formation December 31, 2019, a total of 40,000,000 shares of preferred stock remain undesignated and organizationunissued.

Each share of the corporation of which 6 million are owned by HJS and 2 million are owned by our CFO.


Preferred shares areClass A Stock is convertible at any time into common shares at the rate of 4 common shares for each preferred share owned totaling 32,000,00025 shares of common stock, aftertotaling 1,355,000,000 shares of common stock assuming full conversion.conversion of all outstanding shares. No dividends are payable unless declared by the Board of Directors. Each preferred share of Class A Stock votes with the shares of Common Stock and is entitled to 450 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share.

Shares issued during the years ended December 31, 2019

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

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

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

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

Shares issued during the years ended December 31, 2018

On January 8, 2018, the Company’s CEO converted 3,000,000 shares of the Company’s Class A Stock into 75,000,000 shares of the Company’s common stock.

On January 31, 2018, the Company’s president converted 800,000 shares of the Company’s Class A Stock into 20,000,000 shares of the Company’s common stock.

On September 12, 2018, the Company issued 1,000,000 shares of the Company’s Class A Stock with a value of $710,000 to a director for services.

On December 31, 2018, the Company issued 6,000,000 shares of the Company’s Class A Stock with a value of $1,784,400 to directors for services.

NOTE 8 -
COMMITMENTS AND CONTINGENCIESF-15

Table of Contents

We rent,

Common Shares

As of December 31, 2019, the Company’s authorized common stock was 5,000,000,000 and 2,000,000,000 shares, respectively, at $0.0001 par value per share, with 1,698,279,820 and 1,236,319,023 shares issued and outstanding as of December 31, 2019 and 2018, respectively.

Shares issued during the year ended December 31, 2019

During the years ended December 31, 2019, the Company issued an aggregate of 135,418,713 shares of common stock to two investors for the conversion of a total of $469,500 of convertible debt and accrued interest.

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

On May 16, 2019, the Company issued an aggregate of 156,058,751 shares related the acquisition of the Acquired Assets at a price of $0.0126 per share (See Note 3).

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

In October 2019, the Company issued 3,500,000 shares of common stock to consultants for services at a price of $0.0143 per share with an aggregate value of $50,000.

Shares issued during the Year ended December 31, 2018

On February 15, 2018, a convertible note holder converted $110,000 of convertible debt (the “SB Notes”) into 55,000,000 shares of the Company’s common stock at a price of $0.002 per share.

On February 22, 2018, the Company issued 25,000,000 shares of the Company’s common stock to Corey Lambrecht, a related party noteholder, for conversion of $50,000 of notes purchased from Stockbridge Enterprises, L.P. (the “SB Notes”), at a price of $0.002 per share.

On March 7, 2018, the Company issued 600,000 shares of the Company’s common stock to a consultant for services.

On March 12, 2018, the Company issued 25,000,000 shares of the Company’s common stock to a noteholder for conversion of $50,000 of the SB Notes, at a price of $0.002 per share.

On April 3, 2018, the Company issued 1,428,571 shares of the Company’s common stock to a noteholder for conversion of a convertible note payable at a price of $0.007 per share.

On July 2, 2018, the Company issued 23,372,000 shares of the Company’s common stock to a noteholder to for $46,744 of accrued interest.

On August 31, 2018, the Company issued 6,979,167 shares of the Company’s common stock with a value of $216,354 for an equity interest in ShieldSaver.

In October 2018, the Company issued 9,664,637 shares of common stock to a noteholder for the conversion of $100,000 of debt.

In November 2018, the Company issued 10,316,723 shares of common stock to a noteholder for the conversion of $100,000 of debt.

In December 2018, the Company issued 23,372,000 shares of common stock to a noteholder for the conversion of $46,744 of accrued interest.

In December 2018, the Company issued 25,000,000 shares of common stock to a noteholder for the conversion of $250,000 of debt.

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Table of Contents

NOTE 8 - RELATED PARTY TRANSACTIONS

Accrued Officer Compensation

As of December 31, 2019 and 2018, a total of $588,611 and $349,000, respectively, was accrued for unpaid officer wages due the Company’s CEO and President under their respective employment agreements.

Other

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

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

The Company’s CEO advanced the Company funds during 2019 and 2018, with a balance due of $735,000 and $585,000 respectively, plus accrued interest of $96,273 and $18,030 as of December 31, 2019 and 2018, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand. Total interest expense on the advances totaled $78,243 and $18,030 for the years ended December 31, 2019 and 2018, respectively.

As of December 31, 2019 and 2018, a total of $15,222 and $10,738, respectively, was due to the founder of DIGS for advances to DIGS.

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

DIGS previously sub-leased space on a monthmonth-to-month basis from an entity controlled by the founder of DIGS. Total payments related to monththis sub-lease for the years ended December 31, 2019 and 2018 were $0 and $11,375, respectively.

In March 2020, the board of directors authorized the conversion of amounts payable to the Company’s officers to the Company’s common stock. The amounts are convertible at the option of the officer at a conversion price of $0.01 per share.

See Note 7 for related party share issuances to directors and other related parties of the Company.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

In May 2018 the Company entered into an employment agreement with Mr. Lambrecht. The agreement provided that Mr. Lambrecht would serve as CEO and CFO of the Company for a term of three years at an annual salary of Two Hundred Twenty Thousand Dollars ($220,000), and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term.

In May 2018 the Company entered into an employment agreement with Mr. Ralston. The agreement provided that Mr. Ralston would serve as President of the Company for a term of three years at an annual salary of One Hundred Thousand Dollars ($100,000), and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term.

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Table of Contents

NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS

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

 

 

Years

Ended

December 31,

 

 

Years

Ended

December 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Retail

 

$158,903

 

 

$191,135

 

Distribution

 

 

521,013

 

 

 

-

 

Services

 

 

2,663,917

 

 

 

963,536

 

Total

 

$3,343,833

 

 

$1,154,671

 

One customer comprised approximately 13% of the Company’s revenue for year ended December 31, 2019. Two customers represented approximately 70% and 17%, respectively, of the Company’s accounts receivable balance as of December 31, 2019. There were no significant concentrations as of and for the year ended December 31, 2018.

NOTE 11 – DISPOSAL OF SUBSIDIARY

On July 26, 2019 a Statement of Dissolution was filed with the Colorado Secretary of State dissolving JAG as a result of the Company’s strategic shift away from the glass installation services market. The dissolution resulted in a gain on disposal of subsidiary $55,694 and the elimination of JAG’s 49% non-controlling interest of $109,153 during the year ended December 31, 2019.

NOTE 12 – INCOME TAXES

The components of income tax expense for the years ended December 31, 2019 and 2018 consist of the following:

 

 

2019

 

 

2018

 

Federal tax statutory rate

 

 

21.0%

 

 

21.0%

Permanent differences

 

 

(11.6)%

 

 

(13.2)%

Valuation allowance

 

 

(9.4)%

 

 

(7.8)%

Effective rate

 

 

0%

 

 

0%

Significant components of the Company’s estimated deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows:

 

 

2019

 

 

2018

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$1,238,000

 

 

$1,003,000

 

Temporary differences

 

 

1,334,000

 

 

 

1,113,000

 

 

 

 

 

 

 

 

 

 

Total deferred tax asset

 

 

2,572,000

 

 

 

2,116,000

 

 

 

 

 

 

 

 

 

 

Valuation allowance

 

 

(2,572,000)

 

 

(2,116,000)

The Company has net operating losses (“NOLs”) as of December 31, 2019 of approximately $6,000,000 for federal tax purposes, which will expire in varying amounts through 2039. 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, 2019 or 2018 due to the net losses and full valuation allowances against net deferred tax assets.

The Tax Cuts and Jobs Act (the Act) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21% and will require the Company to re-measure certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. The Company adopted the new rate as it relates to the calculations of deferred tax amounts as of December 31, 2017.

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Table of Contents

NOTE 13 - SUBSEQUENT EVENTS

On January 13, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services with a fair value of $0.0088 per share.

In January 2020, the Company entered into an employment agreement with Corey Lambrecht, to serve as the Chief Financial Officer of the Company effective January 1, 2017. The following is a summary of the material terms of the employment agreement (all capitalized terms not otherwise defined herein are defined in the employment agreement): term is for a period of one year; salary is Eighty Thousand Dollars ($80,000.00) 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.

On January 28, 2020, the Company issued 17,774,618 shares of common stock to an investor for the conversion of $50,000 of convertible debt and accrued interest.

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.

On January 30, 2020, the Company amended its Articles of Incorporation and authorized 5,000,000,000 shares of common stock (previously 2,000,000,000 shares) and 100,000,000 shares of preferred stock (previously 60,000,000 shares), of which 60,000,000 shares are designated as Class A Convertible Preferred Stock and 40,00,000 shares of preferred stock remain undesignated. The Company has retroactively reflected this amendment as of December 31, 2019.

In January and February 2020, the Company’s CEO advanced an aggregate of $100,000 to the Company (see Note 8).

Securities Purchase Agreement and 10% Convertible Redeemable Note

On March 11, 2020, the Company entered a Securities Purchase Agreement (the “Securities Purchase Agreement”) with GS Capital Partners, LLC (the “Investor”), whereby the investor agreed to purchase an aggregate of $1,440,000 principal amount of 10% Convertible Redeemable Note (the “Note”). Below is a description of the material terms of the transaction (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the related agreement).

The date and time of the first issuance and sale of the first $360,000 portion of the Note pursuant to the Securities Purchase Agreement, the Company will sell and the Investor shall purchase, a $360,000 portion of the $1,440,000 purchase amount under this Agreement. The purchase price for the $360,000 portion shall be $330,000 representing the original issue discount of $30,000. The Investor retains the right to purchase the unfunded balance of the $1,440,000 Note (the “Unfunded Balance”) for a period of nine months, provided that each purchase must be in an amount of no less than $360,000. Any rights to purchase a portion of the Unfunded Balance outstanding after nine months shall be terminated and the Investor shall have no rights to purchase the Unfunded Balance.

The Investor is entitled, at its option, to convert all or any amount of the principal face amount of the Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 75% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In the event the Company experiences a DTC “Chill” on its shares, the Conversion Price shall be decreased to 65% instead of 75% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 60 days’ prior written notice by the Investor). The conversion discount, look back period and other terms will be adjusted on a ratchet basis if the Company offers a shared executive suitemore favorable conversion discount, interest rate, (whether through a straight discount or in Kuala Lumpur, Malaysia, where we obtaincombination with an original issue discount), look back period or other more favorable term to another party for any financings while the Note is in effect.

F-19

Table of Contents

Interest on any unpaid principal balance of the Note shall be paid at the rate of 10% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares") or in cash at the option of the Company. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of the Note to the date of such notice.

The Notes may be prepaid or assigned with the following penalties/premiums:

PREPAY DATE

PREPAY AMOUNT

≤ 60 days

110% of principal plus accrued interest

61- 120 days

120% of principal plus accrued interest

120-180 days

130% of principal plus accrued interest

Upon (i) a transfer of all or substantially all of our overseas secretarial, copying, computerthe assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and other required administrative services. Rent expense paidresults in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem the Note in cash for the highest prepayment amount then in effect, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of the Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) of the Note the penalty shall be $250 per day the shares are not issued beginning on a monththe 4th day after the conversion notice was delivered to month rentalthe Company. This penalty shall increase to $500 per day beginning on the 10th day. The penalty for a minimumbreach of varies monthly depending on services rendered and space occupied, was $87Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under the Note shall increase by 50%. If the Note is not paid at maturity, the outstanding principal due under the Note shall increase by 15%. Further, if a breach of Section 8(m) occurs or is continuing after the six month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the last two weeksconversion.

Debt Conversion

On March 17, 2020, a noteholder converted $53,420 of October 2007.


the CVP Note into 14,259,895 shares of the Company’s common stock and $25,000 in cash repayment from the Company.

NOTE 9 -
SUBSEQUENT EVENTSF-20

Table of Contents

Las Vegas office

Starting in

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

March 31,

2020

 

 

December 31,

2019

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

$222,579

 

 

$110,128

 

Accounts receivable

 

 

19,719

 

 

 

49,228

 

Prepaid expenses

 

 

24,878

 

 

 

24,427

 

Inventory

 

 

68,439

 

 

 

74,663

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

335,615

 

 

 

258,446

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS:

 

 

 

 

 

 

 

 

Property, net (Note 5)

 

 

122,490

 

 

 

136,931

 

Investment, at cost (Note 3)

 

 

60,000

 

 

 

60,000

 

Goodwill (Note 3)

 

 

1,966,340

 

 

 

1,966,340

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$2,484,445

 

 

$2,421,717

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable, including related party (Note 8)

 

$166,618

 

 

$167,939

 

Accrued expenses, including accrued officer salaries (Note 8)

 

 

1,089,817

 

 

 

843,136

 

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

 

 

2,004,653

 

 

 

2,070,898

 

Capital lease obligations, current portion (Note 5)

 

 

60,712

 

 

 

58,738

 

Advances from related party (Note 8)

 

 

1,098,644

 

 

 

878,515

 

Derivative liability

 

 

4,098,210

 

 

 

2,813,150

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

8,518,654

 

 

 

6,832,376

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

 

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

 

 

83,029

 

 

 

98,881

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

8,601,683

 

 

 

6,931,257

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

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

 

 

5,420

 

 

 

5,420

 

 

 

 

 

 

 

 

 

 

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

 

 

174,531

 

 

 

169,828

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

72,560,784

 

 

 

72,210,393

 

Accumulated deficit

 

 

(78,672,601)

 

 

(76,752,170)

Total Singlepoint, Inc. stockholders' deficit

 

 

(5,931,866)

 

 

(4,366,529)

Non-controlling interest

 

 

(185,372)

 

 

(143,011)

Total Stockholders' Deficit

 

 

(6,117,238)

 

 

(4,509,540)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$2,484,445

 

 

$2,421,717

 

 

 

 

 

 

 

 

 

 

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

F-21

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

March 31,

2020

 

 

March 31,

2019

 

 

 

 

 

 

 

 

REVENUE

 

$1,075,222

 

 

$262,890

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

765,608

 

 

 

187,261

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

309,614

 

 

 

75,629

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Consulting fees

 

 

137,016

 

 

 

67,442

 

Professional and legal fees

 

 

74,818

 

 

 

103,843

 

Investor relations

 

 

43,784

 

 

 

112,439

 

General and administrative

 

 

690,972

 

 

 

295,025

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

946,590

 

 

 

578,749

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(636,976)

 

 

(503,120)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

Interest expense

 

 

(127,330)

 

 

(73,194)

Amortization of debt discounts

 

 

(448,290)

 

 

(73,394)

Loss on settlement of debt

 

 

(41,264)

 

 

-

 

Loss on change in fair value of derivative liability

 

 

(708,932)

 

 

(616,983)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

(1,325,816)

 

 

(763,571)

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

(1,962,792)

 

 

(1,266,691)

 

 

 

 

 

 

 

 

 

Income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

(1,962,792)

 

 

(1,266,691)

 

 

 

 

 

 

 

 

 

Loss (income) attributable to non-controlling interests

 

 

42,361

 

 

 

(662)

 

 

 

 

 

 

 

 

 

NET LOSS ATTRIBUTABLE TO SINGLEPOINT, INC. STOCKHOLDERS

 

$(1,920,431)

 

$(1,267,353)

 

 

 

 

 

 

 

 

 

Net loss per share - basic

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

 

1,717,758,784

 

 

 

1,282,900,570

 

 

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

F-22

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Three Months Ended March 31, 2020 and the Year Ended December 31, 2019

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock Par Value $0.0001

 

 

Common Stock Par Value $0.0001

 

 

Additional

 

 

 

 

 

Non-

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

paid-in

Capital

 

 

Accumulated

Deficit

 

 

controlling

Interest

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

 

50,950,000

 

 

$5,095

 

 

 

1,236,319,023

 

 

$123,632

 

 

$63,940,510

 

 

$(68,846,438)

 

$(89,163)

 

$(4,866,364)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for services

 

 

 

 

 

 

 

 

 

 

26,983,333

 

 

 

2,698

 

 

 

371,352

 

 

 

 

 

 

 

 

 

 

 

374,050

 

Issuance of common shares for services previously accrued

 

 

 

 

 

 

 

 

 

 

8,000,000

 

 

 

800

 

 

 

799,200

 

 

 

 

 

 

 

 

 

 

 

800,000

 

Issuance of common shares for acquisition

 

 

 

 

 

 

 

 

 

 

156,058,751

 

 

 

15,606

 

 

 

1,950,735

 

 

 

 

 

 

 

 

 

 

 

1,966,341

 

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

 

 

 

 

 

 

 

 

 

 

135,418,713

 

 

 

13,542

 

 

 

555,958

 

 

 

 

 

 

 

 

 

 

 

569,500

 

Issuance of preferred shares for services

 

 

10,000,000

 

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

3,099,000

 

 

 

 

 

 

 

 

 

 

 

3,100,000

 

Conversion of preferred shares

 

 

(6,750,000)

 

 

(675)

 

 

135,500,000

 

 

 

13,550

 

 

 

(12,875)

 

 

 

 

 

 

 

 

 

 

-

 

Settlement of derivative liability due to debt conversion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,506,513

 

 

 

 

 

 

 

 

 

 

 

1,506,513

 

Disposal of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

109,153

 

 

 

109,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,905,732)

 

 

(163,001)

 

 

(8,068,733)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

 

 

54,200,000

 

 

$5,420

 

 

 

1,698,279,820

 

 

$169,828

 

 

$72,210,393

 

 

$(76,752,170)

 

$(143,011)

 

$(4,509,540)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for services

 

 

 

 

 

 

 

 

 

 

15,000,000

 

 

 

1,500

 

 

 

116,500

 

 

 

 

 

 

 

 

 

 

 

118,000

 

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

 

 

 

 

 

 

 

 

 

 

32,034,513

 

 

 

3,203

 

 

 

75,218

 

 

 

 

 

 

 

 

 

 

 

78,421

 

Settlement of derivative liability due to debt conversion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

158,673

 

 

 

 

 

 

 

 

 

 

 

158,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,920,431)

 

 

(42,361)

 

 

(1,962,792)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2020

 

 

54,200,000

 

 

$5,420

 

 

 

1,745,314,333

 

 

$174,531

 

 

$72,560,784

 

 

$(78,672,601)

 

$(185,372)

 

$(6,117,238)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

F-23

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Three Months Ended March 31, 2019

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock Par Value $0.0001

 

 

Common Stock Par Value $0.0001

 

 

Additional

 

 

 

 

Non-

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of Shares

 

 

Amount

 

 

paid-in

Capital

 

 

Accumulated

Deficit

 

 

controlling

Interest

 

 

Stockholders'

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

 

50,950,000

 

 

$5,095

 

 

 

1,236,319,023

 

 

$123,632

 

 

$63,940,510

 

 

$(68,846,438)

 

$(89,163)

 

$(4,866,364)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for services previously accrued

 

 

 

 

 

 

 

 

 

 

8,000,000

 

 

 

800

 

 

 

799,200

 

 

 

 

 

 

 

 

 

 

 

800,000

 

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

 

 

 

 

 

 

 

 

 

 

44,531,249

 

 

 

4,453

 

 

 

195,046

 

 

 

 

 

 

 

 

 

 

 

199,499

 

Conversion of preferred shares

 

 

(1,750,000)

 

 

(175)

 

 

10,500,000

 

 

 

1,050

 

 

 

(875)

 

 

 

 

 

 

 

 

 

 

-

 

Settlement of derivative liability due to debt conversion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

682,481

 

 

 

 

 

 

 

 

 

 

 

682,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,267,353)

 

 

662

 

 

 

(1,266,691)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

 

 

49,200,000

 

 

$4,920

 

 

 

1,299,350,272

 

 

$129,935

 

 

$65,616,362

 

 

$(70,113,791)

 

$(88,501)

 

$(4,451,075)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

F-24

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

March 31,

2020

 

 

March 31,

2019

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss attributable to Singlepoint, Inc. stockholders

 

$(1,920,431)

 

$(1,267,353)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Gain (loss) attributable to non-controlling interests

 

 

(42,361)

 

 

662

 

Common stock issued for services

 

 

118,000

 

 

 

-

 

Depreciation

 

 

14,441

 

 

 

-

 

Amortization of debt discounts

 

 

448,290

 

 

 

73,394

 

(Gain) loss on change in fair value of derivatives

 

 

708,932

 

 

 

616,983

 

(Gain) loss on debt settlement

 

 

41,264

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

29,509

 

 

 

(16,970)

Prepaid expenses

 

 

(451)

 

 

(14,409)

Inventory

 

 

6,224

 

 

 

(5,746)

Accounts payable

 

 

(1,321)

 

 

(14,160)

Accrued expenses

 

 

201,933

 

 

 

168,622

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(395,971)

 

 

(458,977)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from advances from related party

 

 

226,800

 

 

 

23,445

 

Payments on advances to related party

 

 

-

 

 

 

-

 

Payments on convertible notes payable

 

 

(25,000)

 

 

-

 

Payments on capital lease obligations

 

 

(13,878)

 

 

-

 

Proceeds from issuance of convertible notes

 

 

320,500

 

 

 

750,000

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

508,422

 

 

 

773,445

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

112,451

 

 

 

314,468

 

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

110,128

 

 

 

68,781

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$222,579

 

 

$383,249

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income tax paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Common stock issued for accrued interest

 

$3,185

 

 

$-

 

Original issue discount from issuance of notes payable

 

$39,500

 

 

$75,000

 

Common stock issued for conversion of debt and accrued interest

 

$78,421

 

 

$199,499

 

Recognition of debt discount attributable to derivative liability

 

$734,801

 

 

$-

 

Derivative liability settlements

 

$158,673

 

 

$-

 

Conversion of preferred stock to common stock

 

$-

 

 

$1,050

 

Issuance of common stock previously accrued

 

$-

 

 

$800,000

 

Derivative liability recognized from convertible debt

 

$873,176

 

 

$-

 

 

 

 

 

 

 

 

 

 

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

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SINGLEPOINT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -ORGANIZATION AND NATURE OF BUSINESS

Corporate History

Carbon Credits International Inc. (“CCII”), which was formed on October 15, 2007 as a Nevada corporation, was the result of a spin off from Carbon Credits Industries, Inc. (“CCI”), its former parent issuer, on October 17, 2007. On December 23, 2011, CCII entered into a merger agreement with Lifestyle Wireless, Inc. (“LWI”), a Washington Corporation, with CCII remaining as the surviving company. The effective date of the merger was January 2008,10, 2012. On July 1, 2013, CCII changed its name to Singlepoint Inc. (“Singlepoint” or “the Company”). On May 14, 2019, the Company established a subsidiary, Singlepoint Direct Solar LLC (“SDS”), completing the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC (See Note 3). The Company owns Fifty One Percent (51%) of the membership interests of SDS.

Business

The Company looks to acquire businesses and build brands based on technology solutions we rentedbelieve will increase efficiencies across various markets. We strive to create long-term value for our shareholders by helping our partner companies to increase their market penetration, grow revenue and improve cash flow. We currently have three subsidiaries, Singlepoint Direct Solar LLC (“SDS”, 51% interest), Discount Indoor Garden Supply, Inc. (“DIGS”, 90% interest), and ShieldSaver, LLC (“ShieldSaver”, 51% interest).

Going Concern

The financial statements have been prepared assuming that the Company will continue as a minimumgoing concern. As of $294 per month,March 31, 2020, the Company has yet to achieve profitable operations and is dependent on a monthits ability to month basis, a shared executive suite in Las Vegas, Nevadaraise capital from stockholders or other sources to use as our United States contact address,sustain operations and to accommodate meetings when they occurultimately achieve viable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the United States. The lessornear term, management will continue to pursue additional equity financing through private placements of the property allows usCompany’s common stock.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to use anythe rules and regulations of the other approximate 600 officesSecurities 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, 2019 as disclosed in our Form 10-K filed with the Securities and Exchange Commission on March 31, 2020. The results of the three months ended March 31, 2020 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2020.

Principles of Consolidation

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

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Revenues

It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification.

The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same minimumtime that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer.

Revenue Sharing

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

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

Cash and Cash Equivalents

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

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Committee (“ASC”) 815 “Derivatives and Hedging”. It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption

Income Taxes

The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward.

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Earnings (loss) Per Common Share

Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares.

The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares:

 

 

Three Months

Ended

 

 

Three Months

Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Series A Preferred Stock

 

 

1,355,000,000

 

 

 

1,230,000,000

 

Convertible notes

 

 

1,396,084,483

 

 

 

229,585,686

 

Warrants

 

 

10,000,000

 

 

 

10,000,000

 

Potentially dilutive securities

 

 

2,761,084,483

 

 

 

1,469,585,686

 

Use of Estimates in the Preparation of Financial Statements

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

Fair Value Measurements

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

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

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

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

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

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

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The Company’s derivative liabilities have been valued as Level 3 instruments.

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of convertible notes derivative liability – March 31, 2020

 

$

 

 

$

 

 

$4,098,210

 

 

$4,098,210

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

 

 

$

 

 

$2,813,150

 

 

$2,813,150

 

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2019 and March 31, 2020:

 

 

Derivative

Liability

 

Balance, December 31, 2019

 

 

2,813,150

 

Additions recognized as debt discount

 

 

734,801

 

Derivative liability settlements

 

 

(158,673)

Mark-to-market at March 31, 2020

 

 

708,932

 

Balance, March 31, 2020

 

$4,098,210

 

 

 

 

 

 

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

 

$708,932

 

Recently Issued Accounting Pronouncements

Leases

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

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

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 financial statements were issued and filed with the Securities and Exchange Commission.

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NOTE 3 –INVESTMENTS, ACQUISITIONS AND GOODWILL

Investments

The Company records its investments using the cost method. If cost exceeds fair value, an impairment loss is recognized unless the impairment is considered temporary.

The Company had total investments of $60,000 as of March 31, 2020 and December 31, 2019, respectively.

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

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

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

Goodwill

 

$1,966,340

 

Current assets

 

 

-

 

Current liabilities

 

 

-

 

Total net assets acquired

 

$1,966,340

 

The purchase price consists of the following:

 

 

 

 

Cash

 

 

-

 

Common Stock

 

 

1,966,340

 

Total purchase price

 

$1,966,340

 

Total revenue of $1,038,363, net loss of $98,638, and contributed net loss of $50,305 after non-controlling interest related to SDS for the three months ended March 31, 2020 are included in the Company’s accompanying consolidated statement of operations.

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Goodwill

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

 

 

SDS

 

Balances at December 31, 2018:

 

$-

 

Aggregate goodwill acquired

 

 

1,966,340

 

Impairment losses

 

 

-

 

Balances at December 31, 2019:

 

 

1,966,340

 

Aggregate goodwill acquired

 

 

-

 

Impairment losses

 

 

-

 

Balances at March 31, 2020:

 

$1,966,340

 

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

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

The goodwill as of March 31, 2020 is provisional pending the finalization of the fair valuation of acquired assets.

Proforma Information (unaudited)

SDS

The following unaudited pro forma information presents the consolidated results of the Company’s operations and the results of the acquisition of the Acquired Assets as if the May 14, 2019 acquisition had been consummated on January 1, 2019. Such unaudited pro forma information is based on historical unaudited financial information with respect to the Acquired Assets acquisition and does not include operational or other charges which might have been affected by the Company. The unaudited pro forma information for the three months ended March 31, 2019 presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future:

 

 

Three Months

Ended

March 31,

 

 

 

2019

 

Net revenue

 

$682,717

 

Net loss

 

$(1,274,224)

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NOTE 4 -CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

2020

 

 

December 31,

2019

 

 

 

 

 

 

 

 

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

 

$10,500

 

 

$10,500

 

 

 

 

 

 

 

 

 

 

Convertible note payable to investor (the “CVP Note”) dated October 10, 2017, with interest at 10%, an Original Issue Discount (“OID”) of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The CVP Note provides for additional tranches of a maximum of $3,970,000, which includes OID of 10%. The note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The CVP Note is secured by substantially all assets of the Company. The investor converted a total of $444,500 of principal and accrued interest of this note into 105,875,646 shares of the Company’s common stock and was repaid $40,000 by the Company during the year ended December 31, 2019. Additionally, the investor converted a total of $78,420 of principal and accrued interest of this note into 32,034,513 shares of the Company’s common stock and was repaid $25,000 by the Company during the three months ended March 31, 2020, resulting in repayment in full by March 2020.

 

 

-

 

 

 

100,235

 

 

 

 

 

 

 

 

 

 

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

 

 

619,490

 

 

 

619,490

 

 

 

 

 

 

 

 

 

 

Convertible note payable to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees taken on first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the year ended December 31, 2019. The Iliad Note is secured by substantially all assets of the Company.

 

 

2,495,000

 

 

 

2,495,000

 

 

 

 

 

 

 

 

 

 

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

 

 

360,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total convertible notes payable

 

 

3,484,990

 

 

 

3,225,225

 

Less debt discounts

 

 

(1,480,337)

 

 

(1,154,327)

Convertible notes payable, net

 

 

2,004,653

 

 

 

2,070,898

 

Less current portion of convertible notes, net

 

 

(2,004,653)

 

 

(2,070,898)

Long-term convertible notes payable, net

 

$-

 

 

$-

 

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

2020

 

$2,004,653

 

 

 

$2,004,653

 

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

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NOTE 5 – OBLIGATIONS UNDER CAPITAL LEASE

The Company leases approximately 1,400 square feet of office space at 2999 North 44th Street, Phoenix, Arizona 85018 at a monthly rental should our meetings requirerent of $3,270 through January 31, 2023 at a different location.


Exclusive Distribution Agreement

monthly base rent of $3,618, increasing to $3,688 and $3,758 per month during the second and third year of the lease, respectively.

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

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

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Office and warehouse facilities

 

$224,037

 

 

$224,037

 

Accumulated amortization

 

 

(101,547)

 

 

(87,106)

 

 

 

 

 

 

 

 

 

Total

 

$122,490

 

 

$136,931

 

Future maturities of obligations under capital leases are as follows:

Twelve months ending March 31,

 

 

 

2021

 

$72,359

 

2022

 

 

51,594

 

2023

 

 

37,575

 

 

 

 

 

 

Total minimum lease payments

 

 

161,528

 

Amounts representing interest

 

 

(17,787)

 

 

$143,741

 

NOTE 6 -DERIVATIVE LIABILITY

Derivative Liability- Debt

The fair value of the described embedded derivative on all convertible debt was valued at $4,098,210 and $2,813,150 at March 31, 2020 and December 31, 2019, respectively, which was determined using the Black Scholes Pricing Model with the following assumptions:

Dividend yields

0%

Term

0 – 2.0 year

Volatility

79.7%–94.4.0

%

Risk free rate:

0.17–1.59

%

For the years ended March 31, 2020 and December 31, 2019, the Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $708,932 and $616,983 for the three months ended March 31, 2020 and 2019, respectively.

Note 2 contains a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2020.

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NOTE 7 -STOCKHOLDERS’ DEFICIT

On January 30, 2020, the Company amended its Articles of Incorporation and authorized 5,000,000,000 shares of common stock (previously 2,000,000,000 shares) and 100,000,000 shares of preferred stock (previously 60,000,000 shares), of which 60,000,000 shares are designated as Class A Convertible Preferred Stock and 40,000,000 shares of preferred stock remain undesignated. The Company has retroactively reflected this amendment as of December 31, 2019.

Class A Convertible Preferred Shares

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

Each share of Class A Stock is convertible at any time into 25 2008, weshares of common stock, totaling 1,355,000,000 shares of common stock assuming full conversion of all outstanding shares. No dividends are payable unless declared by the Board of Directors. Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share.

Common Shares

As of March 31, 2020, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share, with 1,745,314,333 and 1,698,279,820 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively.

Shares issued during the three months ended March 31, 2020

During the three months ended March 31, 2020, the Company issued an aggregate of 32,034,513 shares of common stock to an investor for the conversion of a total of $78,421 of convertible debt and accrued interest.

On January 13, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services with a fair value of $88,000, or $0.0088 per share.

On March 12, 2020, the Company issued 5,000,000 shares of common stock to a consultant for services with a fair value of $30,000, or $0.0060 per share.

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NOTE 8 -RELATED PARTY TRANSACTIONS

Accrued Officer Compensation

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

Other

The Company’s CEO has advanced the Company funds since 2017, with a balance due of $960,700 and $735,000, respectively, plus accrued interest of $121,622 and $96,273 as of March 31, 2020 and December 31, 2019, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand. Total interest expense on the advances totaled $25,349 and $8,568 for the three months ended March 31, 2020 and 2019, respectively.

As of March 31, 2020 and December 31, 2019, a total of $16,619, respectively, was due our CEO and our President and is included in accounts payable.

As of March 31, 2020 and December 31, 2019, a total of $16,322 and $15,222, respectively, was due to the founder of DIGS for advances to DIGS.

As of March 31, 2020 and December 31, 2019, a total of $0 and $2,892, respectively, was due the founder of DIGS and is included in accounts payable.

In March 2020, the board of directors authorized the conversion of amounts payable to the Company’s officers to the Company’s common stock. The amounts are convertible at the option of the officer at a conversion price of $0.01 per share. As of the date of this report, no officer has converted any monies owed into shares of the Company’s common stock.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

In May 2018 the Company entered into an exclusive worldwide distributionemployment agreement with CRI to distribute CRI products upon a mutually acceptable pricing schedule for each of the CRI products to beMr. Lambrecht. The agreement provided by CRI. The term of the agreement shall continue in perpetuity based mutual consent of both parties. Initial sales in Malaysia are to come from CRI’s established selling agents there, since it is the requirement in that country that manufacturers cannot have direct sales with its customers. Accordingly, it is expected that sales in Malyasia will not beMr. Lambrecht would serve as profitable as sales in countries which have no similar requirements.


Related Party Transactions

During the first quarter of our current fiscal year we advanced our SEC law firm $40,000 towards the preparation of our registration statement on Form S-1 which commenced in our second quarter. In addition, we advanced CRI, $10,000 on March 14, 2008, which was repaid in full on June 18, 2008.

Additional Sales of Common Stock

Subsequent to November 2007, the Company erroneously issued 14,187,500shares to certain shareholders including those of Carbon Credit Industries (“CCI”). Of this total, 10,795,000 shares are in the process of being cancelledCEO and consist of 6,700,000 shares issued to the CEOCFO of the Company 4,000,000 shares to his wife,for a term of three years at an annual salary of Two Hundred Twenty Thousand Dollars ($220,000), and 95,000 sharesan incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the shareholders in Environmental Alternatives, Inc.expiration of such term.

In May 2018 the Company entered into an employment agreement with Mr. Ralston. The Company anticipatedagreement provided that the recovery of the balance of the 3,392,500 shares issued to other shareholdersMr. Ralston would further delay the process of filing the registration statement on Form S-1, therefore, have decided to adjust them against the issued and outstanding shares of CTOserve as President of the Company for a term of three years at an annual salary of One Hundred Thousand Dollars ($100,000), and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to effectthe expiration of such term.

In January 2020, the Company entered into an employment agreement with Corey Lambrecht, to serve as the Chief Financial Officer of the Company effective January 1, 2020. The following is a private transaction.

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

Equity Incentive Plan

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

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NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS

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

 

 

Three Months

Ended

March 31,

 

 

Three Months

Ended

March 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Retail

 

$11,315

 

 

$41,971

 

Distribution

 

 

13,903

 

 

 

-

 

Services

 

 

1,050,004

 

 

 

220,919

 

Total

 

$1,075,222

 

 

$262,890

 

Three customers represented approximately 61%, 19% and 12%, respectively, of the Company’s accounts receivable balance as of March 31, 2020. Two customers represented approximately 70% and 17%, respectively, of the Company’s accounts receivable balance as of December 31, 2019. No customer comprised more than 10% of the Company’s revenue for three months ended March 31, 2020 or 2019.

NOTE 11 - SUBSEQUENT EVENTS

In April 30, 2008, our Board of Directors approved2020, the sale of, 175,000Company issued 17,755,682 shares of our restricted common stock to unaffiliated non resident aliensan investor for $0.28 per share, totalthe conversion of $49,000.


F-17


DEALER PROSPECTUS DELIVERY OBLIGATION

Until 90 days from$50,000 of convertible debt.

In April 2020, the effective datePresident converted 1,600,000 shares of Class A stock for 40,000,0000 shares of the Company’s common stock.

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SINGLEPOINT INC.


Up to 320,000,000 Shares of
Common Stock

PROSPECTUS

__________________ , 2020

Part II

Information Not Required In the Prospectus

Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities registered under this Registration Statement,Statement. All amounts are estimates except the SEC registration fee.

Securities and Exchange Commission registration fee

 

$215.

99 

Transfer Agent Fees

 

$

 2,000.

00 

Accounting fees and expenses

 

$

 10,000.

00 

Legal fees and expenses

 

$20,000.

00 

Edgar filing fees

 

$

 2,000.

00 

 

 

 

 

 

Total

 

$

 34,215.

99 

We are paying all dealers that effect transactions inexpenses of the offering listed above. No portion of these securities, whether or not participating in this offering, mayexpenses will be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.



PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as providedborne by the Nevada Revised StatutesSelling Stockholder. The Selling Stockholder, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.


Indemnification of Directors and the bylaws.


Nevada corporation lawOfficers

Our Amended Bylaws provides that the Company shall indemnify its directors and officers from and against any liability arising out of their service as a corporation may indemnify any person who wasdirector or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the rightofficer of the corporation, by reasonCorporation or any subsidiary or affiliate of the fact that he iswhich they serve as an officer or was a director officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.


Nevada corporation law also provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Our Articles of Incorporation authorize our company to indemnify our directors and officersCorporation to the fullest extent permitted under Nevada law. Our Bylaws require usnot prohibited by NRS Chapter 78. The effect of this provision of our bylaws is to indemnify any presenteliminate our right and former directors, officers, employees, agents, partners, trustees and each person who serves in any such capacities at our requestshareholders (through shareholders’ derivative suits on behalf of our company) to recover damages against all costs, expenses, judgments, penalties, fines, liabilities and all amounts paid in settlement reasonably incurred by such persons in connection with any threatened, pendinga director or completed action, action, suit or proceeding brought against such person by reasonofficer for breach of the fact that such person wasfiduciary duty of care as a director or officer employee, agent, partner(including breaches resulting from negligent or trustees of our company.grossly negligent behavior), except under certain situations defined by statute. We will only indemnify such persons if one ofbelieve that the groups set out below determines that such person has conducted themselves in good faith and that such person:
-reasonably believed that their conduct was in or not opposed to our company’s best interests; or
-with respect to criminal proceedings had no reasonable cause to believe their conduct was unlawful.

Our Bylaws also require us to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of our company to procure a judgmentindemnification provisions in our company’s favor by reason of the fact that such person is or was a director, trustee, officer, employee or agent of our company or is or was serving at the request of our company in any such capacities against all costs, expenses, judgments, penalties, fines, liabilitiesbylaws are necessary to attract and all amounts paid in settlement actuallyretain qualified persons as directors and reasonably incurred by such person. We will only indemnify such persons if one of the groups set out below determined that such persons have conducted themselves in good faith and that such person reasonably believed that their conduct was in or not opposed to our company’s best interests. Unless a court otherwise orders, we will not indemnify any such person if such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person’s duty to our company.

The determination to indemnify any such person must be made:
-by our stockholders;
-by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
-by independent legal counsel in a written opinion; or
-by court order.
27

INDEMNIFICATION OF DIRECTORS AND OFFICERS - continued
officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, our company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.


Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person of our company in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We have, or will expend fees in relation to this registration statement as detailed below:

Expenditure ItemAmount
Attorney Fees$40,000
Audit Fees10,000
Transfer Agent Fees1,500
SEC Registration3.28
Other and Miscellaneous (1)1,500
Edgarizing and Filing Fees (1)700
Total$53,703.28

(1) Estimates

RECENT SALES OF UNREGISTERED SECURITIES

We have sold securities within the past three years without registering the securities under the Securities Act of 1933 as follows:

On October 17, 2007, we issued 24,196,000 shares of our restricted common stock to our parent company Carbon Credits Industries, Inc., a Nevada corporation, in connection with our formation at an aggregate value of $2,420, or $0.0001 per share.

On October 17, 2007, we issued 6,000,000 shares of our Series A Preferred Stock to our CEO, President and Director, Hans J. Schulte for services rendered in the organization and formation of our company, at an aggregate value of $600, or approximately $0.0001 per share.

On October 17, we issued 2,000,000 shares of our Series A Preferred Stock to our CFO, Treasurer and Director, Ivan Braverman for services rendered in the organization and formation of our company, at an aggregate value of $200, or approximately $0.0001 per share.

With respect to the above transactions, we relied upon Section 4(2) of the Securities Act of 1933, as amended (the "Act").

On October 24, 2007, we sold 250,000 shares of our restricted common stock to Bart A.G. Alink at an aggregate  price of  $70,000, or approximately $0.28 per share.

On November 26, 2007, we sold 125,000 shares of our restricted common stock to Willem F. Steenbergen at an aggregate price of $34,999, or approximately $0.28 per share.

On November 29, 2007, we sold 50,000 shares of our restricted common stock to Bartho Nietsch at an aggregate price of $14,000, or approximately $0.28 per share.

28

RECENT SALES OF UNREGISTERED SECURITIES - continued
The three sale transactions referenced above were offshore transactions pursuant to Regulation S of the Securities Act. The offering price for the offshore transactions was established on an arbitrary basis. All of the following persons are not U.S. persons, as the term is defined under Regulation S and the sales of our common stock to the following persons are made in offshore transactions as the term is defined under Regulation S. No direct selling efforts were made in the United States by CCII,  any distributor, any of our respective  affiliates, or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S  by including a legend on all offering materials and documents which stated that the shares have not been registered under the SECURITIES ACT OF 1933 and may not be offered or sold in the United  States or to U.S.  persons unless the shares are registered under the SECURITIES ACT OF 1933, if an exemption from registration  requirements  of the  SECURITIES  ACT OF  1933 is available.

Name
of  Stockholder
Number of Shares SubscribedAggregate Sale PricePrice per ShareDate of Sale
Bart A.G. Alink250,000
 
$70,000
 
$0.28
October 24, 2007
Willem F. Steenbergen125,000
 
$34,999
 
$0.28
November 26, 2007
Bartho Nietsch50,000
 
$14,000
 
$0.28
November 29, 2007
EXHIBITS
NumberDescription
3.1Articles of Incorporation.
3.2Amendment to Articles of Incorporation
3.3Certificate of Designation
3.4Bylaws
4.1Exclusive Distribution Agreement
4.2Consulting Agreement – Hans Schulte
4.3Consulting Agreement – Dr. Prabaharan Subramaniam
4.4Consulting Agreement – Ivan Braverman
5.1Consent and Opinion re: Legality
23.1Consent of Accountant

UNDERTAKINGS

CCII hereby undertakes the following:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(b)To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

(c)To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the Offering of such securities at that time shall be deemed to be the initial bona fide Offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the Offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers and controlling personsregistrant pursuant to the foregoing provisions, above, or otherwise, CCIIthe registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities other(other than the payment by usthe registrant of expenses incurred or paid by onea director, officer or controlling person of the directors, officers, or controlling personsregistrant in the successful defense of any action, suit or proceeding,proceeding) is asserted by one of the directors, officers,such director, officer or controlling personsperson in connection with the securities being registered, CCIIthe registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and CCII will be governed by the final adjudication of such issue.

For

II-1

Recent Sales of Unregistered Securities

During the past three years, the registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

During the year ended December 31, 2017:

In March 2017, the Company issued 4,878,049 shares of common stock for its acquisition of 10% investment stake of Jacksam Corporation.

In March 2017, the Company issued an aggregate of 2,629,944 shares of common stock for services with a fair value of $144,647.

In March 2017, the Company issued an aggregate of 42,000,000 shares to Gregory Lambrecht for conversion of 7,000,000 shares of Class A Stock.

On May 17, 2017, the Company, in connection with its acquisition of a 90% interest in Discount Indoor Garden Supply, Inc., issued 14,285,714 shares of common stock with a fair value of $1,092,857.

On August 31, 2017, the Company issued 5,000,000 shares of the Company’s common stock in exchange for 1,000,000 WEED tokens. The Token is a virtual analog to the “physical” commemorative coins, medals and tokens privately manufactured and offered to the public through much of American history. Once issued and purchased by the public, physical commemorative coins are often resold, exchanged or traded in secondary markets physical marketplaces (bazaars, coin conferences and retail stores) and in digital platforms at websites and digital exchanges. At this point in time, we plan to hold WEED tokens for the foreseeable future. Currently these tokens are held in a digital wallet. The wallet has multilevel security. This wallet has multi levels of passcodes before entering. First you must enter a wallet address, then followed by a Wallet ID, then a Multifactor Authentication protocol happens which is a QR Code generated from a pre-shared key that is time based and changes with each log in. As with any company we cannot predict or prevent a massive cybersecurity breach. We do our best to protect our coins and private keys through encrypted storage in local environments not tied to online access. We will endeavor to take actions necessary to protect the safekeeping of these tokens however we cannot guarantee nor prevent a hack of the third-party wallet. Should the tokens be impacted by potential illiquidity it could adversely impact our balance sheet in terms of our short term and/or long term investments. WEED tokens are not an equity token, rather it is a commemorative crypto token generated on the Bitcoin Blockchain utilizing the OMNI protocols and platform, and it does not represent any fiat currency. We have added disclosure that at this time we do not intend to create a portfolio of digital assets related to digital currency or related tokens. However, in the event of an opportunity we deem warrants merit, we may decide it is in our best interest to entertain a business opportunity that may require the use of digital tokens which may or may not be regarded as digital asset or securities. At the present time we are aware of no such opportunities.

In October 2017, in connection with the acquisition of a 51% equity stake in Jiffy Auto Glass, the Company issued, 5,078,125 shares of common stock with a fair value of $318,906.

In December 2017, the Company issued an aggregate of 25,000,000 shares to the Company’s CTO for conversion of 1,000,000 shares of Class A Stock.

II-2

During the year ended December 31, 2017, the Company issued 25,000,000 shares of the Company’s common stock to Corey Lambrecht (former board member, nephew of President, Greg Lambrecht) noteholder for conversion of $50,000 of notes purchased from Stockbridge Enterprises, L.P. (the “SB Notes”), at a price of $0.002 per share.

During the year ended December 31, 2017, the Company issued an aggregate of 197,680,000 common shares for convertible notes payable converted by the noteholders with an aggregate balance of approximately $617,500.

Class A Convertible Preferred Stock

The following shares of Class A Convertible Preferred Stock were issued during the year ended December 31, 2017:

Date

Number of Shares

Name

02/09/17

(7,000,000)*

Gregory P. Lambrecht

07/20/17

16,800,000

Gregory P. Lambrecht

07/20/17

3,600,000

Eric Lofdahl

07/20/17

3,600,000

William Ralston

12/06/17

(1,000,000)*

Eric Lofdahl

_________

* Converted into shares of Common Stock

Warrants

In October 2017, the Company entered into transactions with two investors, whereby the investors agreed to purchase an aggregate of $4,640,000 principal amount of Convertible Promissory Notes (in separate tranches) and issued warrants to purchase an aggregate of 10,000,000 shares of common stock at an exercise price of $.10 per share (subject to adjustment) for a period of five years.

During the year ended December 31, 2018:

Common Stock

In October 2018, the Company issued 9,664,637 shares of common stock to a noteholder for the conversion of $100,000 of debt.

In November 2018, the Company issued 10,316,723 shares of common stock to a noteholder for the conversion of $100,000 of debt.

In December 2018, the Company issued 23,372,000 shares of common stock to a noteholder for the conversion of $46,409 of accrued interest.

In December 2018, the Company issued 25,000,000 shares of common stock to a noteholder for the conversion of $250,000 of debt.

II-3

During the year ended December 31, 2019:

The Company issued an aggregate of 135,418,713 shares of common stock to two investors for the conversion of a total of $469,500 of convertible debt and accrued interest.

Each of the foregoing unregistered sales was exempt from registration under Section 4(a)(2) and Rule 506 of the Securities Act, as none of the transactions involved a public offering.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBIT INDEX

Exhibit

Description

3.1

Bylaws of Carbon Credits International, Inc.*

3.2

Articles of Incorporation Carbon Credits International, Inc.*

3.3

Certificate of Designation for Class A convertible Preferred Stock filed with State of Nevada 10/18/2007.*

3.4

Certificate of Change filed with State of Nevada April 17, 2008.*

3.5

Articles of Merger filed with State of Nevada January 10, 2012.*

3.6

Amendment to Certificate of Designation filed with State of Nevada 5/17/2013.*

3.7

Certificate of Amendment to Articles of Incorporation filed with State of Nevada 6/25/2013.*

3.8

Certificate of Amendment to Articles of Incorporation filed with State of Nevada 7/1/2013.*

3.9

Amendment to Certificate of Designation filed with State of Nevada 11/30/2015.*

3.10

Certificate of Amendment to Articles of Incorporation 7/25/2016.*

3.11

Amendment to Certificate of Designation filed with State of Nevada 7/25/2016.*

3.12

Certificate of Amendment to Articles of Incorporation filed with State of Nevada 7/26/2016.*

3.13

Certificate of Correction filed with State of Nevada 6/29/2016.*

3.14

Certificate of Amendment to Articles of Incorporation filed with State of Nevada 8/31/2017.*

3.15

Amendment to Certificate of Designation filed with State of Nevada 8/31/2017.*

3.16

Amended and Restated Articles of Incorporation of Singlepoint Inc. dated January 31, 2020 (including Amended and Restated Certificate of Designation for the Class A Convertible Preferred Stock). (filed as an Exhibit to Company’s Form 8-K filed with SEC on February 4, 2020, and incorporated herein by reference)

3.17

Amended and Restated Bylaws of Singlepoint Inc. (filed as an Exhibit to Company’s Form 8-K filed with SEC on February 4, 2020, and incorporated herein by reference)

II-4

4.01

Specimen Stock Certificate evidencing shares of Common Stock**

5.1

Legal Opinion of JMS Law Group, PLLC

10.1

Stock Financing Agreement between Singlepoint Inc. and Discount Indoor Garden Supplies Corporation dated May 17, 2017.*

10.2

Securities Financing Agreement between Singlepoint Inc. and Chicago Venture Partners, LP dated October 6, 2017 (including warrant to purchase 5,000,000 shares of common stock of Singlepoint Inc.).*

10.3

Securities Financing Agreement between Singlepoint Inc. and UAHC Ventures LLC dated October 6, 2017 (including warrant to purchase 5,000,000 shares of common stock of Singlepoint Inc.).*

10.4

Stock Financing Agreement between Singlepoint Inc., and Jiffy Auto Glass dated October 11, 2017.*

10.5

Stock Financing Agreement between Singlepoint Inc. and ShieldSaver LLC dated January 16, 2018.*

10.6

Employment Agreement between Singlepoint Inc. and Gregory Lambrecht dated May 30, 2018.*

10.7

Employment Agreement between Singlepoint Inc. and William Ralston dated May 30, 2018.*

10.8

Securities Purchase Agreement between Singlepoint Inc. and Iliad Research and Trading, L.P. dated as of November 5, 2018. (including the following documents attached as exhibits thereto: (i) Secured Convertible Promissory Note, (ii) Investor Notes #1-9, and (iii) Security Agreement). (filed as an Exhibit to Company’s Form 8-K filed with SEC on November 15, 2018, and incorporated herein by reference)

10.9

Asset Purchase Agreement dated as of February 22, 2019 between Singlepoint Inc., Direct Solar LLC, and AI Live Transfers LLC. (filed as an Exhibit to Company’s Form 8-K filed with SEC on February 26, 2019, and incorporated herein by reference)

10.10

Purchase Agreement between Singlepoint Inc., Elite Foundation Inc. and Easy Street Services Company dated June 18, 2019. (filed as an Exhibit to Company’s Form 8-K filed with SEC on June 27, 2019, and incorporated herein by reference)

10.11

Employment Agreement between Singlepoint Inc. and Corey Lambrecht dated January 17, 2020. (filed as an Exhibit to Company’s Form 8-K filed with SEC on January 17, 2020, and incorporated herein by reference)

10.12

Singlepoint Inc. 2019 Equity Incentive Plan. (filed as an Exhibit to Company’s Form 8-K filed with SEC on February 4, 2020, and incorporated herein by reference)

10.13

Securities Purchase Agreement between Singlepoint Inc. and GS Capital, LLC Partners, LLC dated as of March 6, 2020 (including the $1,440,000 principal amount of 10% Convertible Redeemable Note). (filed as an Exhibit to Company’s Form 8-K filed with SEC on March 13, 2020, and incorporated herein by reference)

10.14

Equity Financing Agreement between Singlepoint Inc. and GHS Investments LLC dated as of April 21, 2020. (filed as an Exhibit to Company’s Form 8-K filed with SEC on April 23, 2020, and incorporated herein by reference)

10.15

Registration Rights Agreement between Singlepoint Inc. and GHS Investments LLC dated as of April 21, 2020. (filed as an Exhibit to Company’s Form 8-K filed with SEC on April 23, 2020, and incorporated herein by reference)

21.

Subsidiaries**

23.1

Consent of Turner, Stone & Company, L.L.P.

23.2

Consent of JMS Law Group, PLLC (included in Exhibit 5.01).

24.01

Power of Attorney (included on signature page to the registration statement).

______

* filed as an Exhibit to the Company’s Registration Statement on Form 10, filed with the SEC on June 15, 2018 and incorporated herein by reference.

** filed as an Exhibit to Company’s Form S-1 filed with SEC on June 12, 2020, and incorporated herein by reference.

II-5

UNDERTAKINGS.

The undersigned registrant hereby undertakes

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.

To include any Prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.

Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

5. That, for the purpose of determining liability under the Securities Act of 1933 to treat the information omitted from the form of prospectusany purchaser: Each Prospectus filed pursuant to Rule 424(b) as part of this Registration Statementa registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance uponon Rule 430A, shall be deemed to be part of and containedincluded in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a formregistration statement or Prospectus that is part of prospectus filedthe registration statement or made in a document incorporated or deemed incorporated by reference into the Registrant under Rule 424(b) (1)registration statement or (4)Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or 497(h)modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act as part of this Registration Statement as1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the timeSecurities and Exchange Commission, such indemnification is against public policy as expressed in the Commission declared it effective.


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SIGNATURES
Securities Act of 1933 and is, therefore, unenforceable. In accordancethe event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

II-6

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and toduly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, Nevada,Phoenix, State of Arizona, on September 10, 2008.


CARBON CREDITS INTERNATIONAL, INC.
the  27th day of  July, 2020.

 Singlepoint Inc.
    
Date: July 27, 2020
By:/s/ Hans J. SchulteGregory P. Lambrecht

Gregory P. Lambrecht 
Hans J. Schulte
President, Principal Executive Officer
  
/s/  Ivan Braverman
Ivan Braverman
Treasurer, Principal Financial

Chief Executive Officer, and Principal Accounting Officer

Chairman of the Board of Directors (Principal Executive Officer)

 

In accordance

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Singlepoint Inc., a Nevada corporation, do hereby constitute and appoint Gregory P. Lambrecht his or her true and lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, including post-effective amendments, to this Registration Statement or any registration statement relating to this offering to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and each of the undersigned hereby ratifies and confirms that said attorney and agent, shall do or cause to be done by virtue thereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates stated.

Signature

Title

Date

/s/ Gregory P. Lambrecht

Chief Executive Officer, and Chairman of the Board (Principal Executive Officer)

July 27, 2020

Gregory P. Lambrecht

/s/ Corey Lambrecht

Chief Financial Officer (Principal Accounting Officer)

July 27, 2020

Corey Lambrecht

/s/ William Ralston

President, Director

July 27, 2020

William Ralston

/s/ Eric Lofdahl

Director

July 27, 2020

Eric Lofdahl

/s/ Venugopal Aravamudan

Director

July 27, 2020

Venugopal Aravamudan

/s/ Jeffrey Nomura

Director

July 27, 2020

Jeffrey Nomura

 
/s/  Hans J. Schulte
September 10, 2008
Hans J. Schulte
DirectorII-7
/s/  Ivan Braverman
September 10, 2008
Ivan Braverman
Director
/s/  Dr. Prabaharan Subramaniam
September 10, 2008
Dr. Prabaharan Submaniam
30