Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Entity Registrant Name | SINGLEPOINT INC. |
Entity Central Index Key | 0001443611 |
Document Type | POS AM |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Document Period End Date | Mar. 31, 2022 |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | NV |
Entity Tax Identification Number | 26-1240905 |
Entity Address Address Line 1 | 2999 North 44th Street Suite 530 |
Entity Address City Or Town | Phoenix |
Entity Address State Or Province | AZ |
City Area Code | 888 |
Local Phone Number | 682-7464 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | |||
Cash | $ 120,086 | $ 191,485 | $ 198,473 |
ASSETS | |||
Accounts receivable, net | 49,672 | 90,763 | 3,368 |
Prepaid expenses | 30,074 | 40,847 | 4,834 |
Inventory | 59,106 | 70,250 | 63,456 |
Note receivable from related party | 63,456 | 63,456 | 0 |
Current portion of deferred compensation, net of discount | 60,373 | 0 | |
Total Current Assets | 382,767 | 517,174 | 270,131 |
NON-CURRENT ASSETS: | |||
Property, net | 38,910 | 54,105 | 79,167 |
Investment, at fair value | 0 | 0 | 623,637 |
Intangible assets, net | 34,485 | 49,005 | |
Current portion of deferred compensation, net of discount | 60,373 | 60,373 | |
Goodwill | 1,702,119 | 1,702,119 | 1,893,740 |
Total Current Assets | 382,767 | 517,174 | 270,131 |
Deferred compensation, net of current portion | 60,374 | 0 | |
Total Assets | 2,199,931 | 2,368,257 | 2,915,680 |
CURRENT LIABILITIES: | |||
Accounts payable, including related party | 231,816 | 245,362 | |
Intangible assets, net | 30,855 | 34,485 | |
Accrued expenses, including accrued officer salaries | 954,968 | 512,214 | 1,661,208 |
Current portion of convertible notes payable, net of debt discount | 0 | 10,500 | 2,434,226 |
Deferred compensation, net of current portion | 45,280 | 60,374 | |
Operating lease obligations, current portion | 42,164 | 51,365 | |
Total Assets | 2,199,931 | 2,368,257 | 2,915,680 |
Advances from related party | 532,689 | 415,068 | 1,151,946 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||
Current Portion of notes payable, net of debt discount | 10,500 | 1,020,350 | 372,232 |
Total Current Liabilities | 3,131,504 | 2,232,112 | 5,916,339 |
Accounts payable, including related party | 284,870 | 231,816 | |
LONG-TERM LIABILITIES: | |||
Convertible notes payables, net of current portion | 0 | 0 | |
Operating lease obligations, net of current portion | 0 | 5,353 | 47,517 |
Advances from related party, net of current portion | 554,280 | 602,363 | 0 |
Unearned Revenue | 24,023 | ||
Long-term notes payable, net of debt discount | 511,379 | 767,160 | 150,000 |
Operating lease obligations, current portion | 42,164 | 42,164 | |
Total Liabilities | 4,197,163 | 3,606,988 | 6,113,856 |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Undesignated preferred stock, par value $0.0001; 39,995,000 shares authorized as of March 31, 2022, and December 31, 2021, respectively; | 0 | 0 | |
Current Portion of notes payable, net of debt discount | 1,282,290 | 1,020,350 | 372,232 |
Common stock, par value $0.0001; 5,000,000,000 shares authorized; 69,771,239 and 58,785,924 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively | 6,977 | 5,879 | 3,308 |
Total Current Liabilities | 3,131,504 | 2,232,112 | 5,916,339 |
Additional paid-in capital | 86,591,573 | 85,853,388 | 78,132,202 |
Accumulated deficit | (87,581,365) | (86,158,902) | (80,785,887) |
Total Singlepoint Inc. stockholders' equity (deficit) | (977,191) | (294,000) | (2,644,377) |
Non-controlling interest | (944,731) | (553,799) | |
Total Stockholders' Equity (Deficit) | (1,997,232) | (1,238,731) | (3,198,176) |
Total Liabilities | 4,197,163 | 3,606,988 | 6,113,856 |
Total Liabilities and Stockholders' Equity (Deficit) | 2,199,931 | 2,368,257 | 2,915,680 |
Total Singlepoint Inc. stockholders' equity (deficit) | (977,191) | (294,000) | (2,644,377) |
Non-controlling interest | (1,020,041) | (944,731) | |
Total Liabilities and Stockholders' Equity (Deficit) | 2,199,931 | 2,368,257 | 2,915,680 |
Class C Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock Value | 0 | 0 | 0 |
Class D convertible preferred stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock Value | 0 | 0 | |
Class A Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock Value | 5,624 | 5,635 | 6,000 |
Class B Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Preferred Stock Value | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 |
Common stock, Shares issued | 69,771,239 | 58,785,924 | 33,075,711 |
Common stock, Shares outstanding | 69,771,239 | 58,785,924 | 33,075,711 |
Class C Convertible Preferred Stock [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,500 | 1,500 | 0 |
Preferred stock, Shares Issued | 760 | 760 | 0 |
Preferred stock, Shares outstanding | 760 | 760 | 0 |
Class D convertible preferred stock [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 2,000 | 2,000 | 0 |
Preferred stock, Shares Issued | 2,000 | 2,000 | 0 |
Preferred stock, Shares outstanding | 2,000 | 2,000 | 0 |
Class A Convertible Preferred Stock [Member] | |||
Preferred stock, Par value | $ 0.0001 | ||
Preferred stock, Shares authorized | 60,000,000 | 60,000,000 | 60,000,000 |
Preferred stock, Shares Issued | 56,238,898 | 56,353,015 | 60,000,000 |
Preferred stock, Shares outstanding | 56,238,898 | 56,353,015 | 60,000,000 |
Class B Convertible Preferred Stock [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,500 | 1,500 | 1,500 |
Preferred stock, Shares Issued | 48 | 48 | 408 |
Preferred stock, Shares outstanding | 48 | 48 | 408 |
Undesignated Preferred Stock [Member] | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 39,995,000 | 39,995,000 | 39,998,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
REVENUE | $ 1,551,542 | $ 239,013 | $ 808,902 | $ 2,878,161 |
Cost of Revenue | 1,369,516 | 304,739 | 736,746 | 2,204,391 |
Gross profit | 182,026 | (65,726) | 72,156 | 673,770 |
Selling, general and administrative expense ("SG&A") | 1,619,462 | 1,046,693 | ||
INCOME (LOSS) FROM OPERATIONS | (1,437,436) | (1,112,419) | (5,615,334) | (3,299,112) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (54,178) | (55,366) | (152,678) | (482,107) |
Amortization of debt discounts | (6,159) | 0 | (16,772) | (2,174,273) |
Gain (loss) on settlement of debt | 0 | (151,727) | ||
Loss on change in fair value of investments | 0 | (41,627) | ||
Other income (expense) | (60,337) | (248,720) | (148,613) | (1,145,393) |
INCOME (LOSS) BEFORE INCOME TAXES | (1,497,773) | (1,361,139) | (5,763,947) | (4,444,505) |
Income taxes | 0 | 0 | ||
NET INCOME (LOSS) | (1,497,773) | (1,361,139) | (5,763,947) | (4,444,505) |
Loss (income) attributable to non-controlling interests | 75,310 | 219,408 | 390,932 | 410,788 |
NET INCOME (LOSS) ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS | $ (1,422,463) | $ (1,141,731) | $ (5,373,015) | $ (4,033,717) |
Net income (loss) per share - basic | $ (0.02) | $ (0.03) | $ (0.12) | $ (0.14) |
Weighted average number of common shares outstanding - basic | 66,578,194 | 34,587,638 | 43,847,537 | 29,456,402 |
Gross profit | $ 182,026 | $ (65,726) | $ 72,156 | $ 673,770 |
OPERATING EXPENSES: | ||||
Consulting fees | 204,446 | 363,701 | ||
Professional and legal fees | 1,027,376 | 316,239 | ||
Investor relations | 539,195 | 181,637 | ||
General and administrative | 3,235,701 | 3,111,305 | ||
Impairment of goodwill | 0 | 680,772 | 0 | |
Operating expenses | 5,687,490 | 3,972,882 | ||
INCOME (LOSS) FROM OPERATIONS | (1,437,436) | (1,112,419) | (5,615,334) | (3,299,112) |
OTHER INCOME (EXPENSE): | ||||
Amortization of debt discounts | 6,159 | 0 | 16,772 | 2,174,273 |
Gain (loss) on settlement of debt | 513,909 | (41,262) | ||
Warrant Expense | (416,445) | 0 | ||
Gain (loss) on change in fair value of derivative liability and equity securities | (76,627) | 1,552,249 | ||
Other income (expense) | (60,337) | (248,720) | (148,613) | (1,145,393) |
INCOME (LOSS) BEFORE INCOME TAXES | (1,497,773) | (1,361,139) | (5,763,947) | (4,444,505) |
Income taxes | 0 | 0 | ||
NET INCOME (LOSS) | (1,497,773) | (1,361,139) | (5,763,947) | (4,444,505) |
NET INCOME (LOSS) ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS | $ (1,422,463) | $ (1,141,731) | $ (5,373,015) | $ (4,033,717) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Preferred Stock Class A | Preferred Stock Class B | Preferred Stocks Class C | Preferred Stocks Class D | Common Stock [Member] | Additional Paid-in Capital | Noncontrolling Interest | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 54,200,000 | 22,653,085 | |||||||
Balance, amount at Dec. 31, 2019 | $ (4,509,540) | $ 5,420 | $ 0 | $ 0 | $ 0 | $ 2,266 | $ 72,377,955 | $ (143,011) | $ (76,752,170) |
Issuance of common shares for services, shares | 400,000 | ||||||||
Issuance of common shares for services, amount | 149,199 | $ 40 | 149,159 | ||||||
Issuance of common shares pursuant to investment agreement, shares | 4,266,667 | ||||||||
Issuance of common shares pursuant to investment agreement, amount | 812,576 | $ 427 | 812,149 | ||||||
Issuance of common shares for principal and accrued interest on notes, shares | 5,222,627 | ||||||||
Issuance of common shares for principal and accrued interest on notes, amount | 778,657 | $ 522 | 778,135 | ||||||
Issuance of preferred shares for services, shares | 7,400,000 | ||||||||
Issuance of preferred shares for services, amount | 555,000 | $ 740 | 554,260 | ||||||
Issuance of preferred shares for cash, shares | 408 | ||||||||
Issuance of preferred shares for cash, amount | 408,000 | $ 0 | 408,000 | ||||||
Conversion of preferred shares, shares | (1,600,000) | 533,333 | |||||||
Conversion of preferred shares, amount | 0 | $ (160) | $ 53 | 107 | |||||
Settlement of derivative liability due to debt conversion | 3,052,437 | $ 0 | 3,052,437 | ||||||
Net loss | (4,444,505) | (410,788) | (4,033,717) | ||||||
Balance, shares at Dec. 31, 2020 | 60,000,000 | 408 | 33,075,711 | ||||||
Balance, amount at Dec. 31, 2020 | (3,198,176) | $ 6,000 | $ 0 | $ 0 | $ 0 | $ 3,308 | 78,132,202 | (553,799) | (80,785,887) |
Issuance of common shares for services, shares | 66,667 | ||||||||
Issuance of common shares for services, amount | 18,000 | $ 7 | 17,993 | ||||||
Issuance of preferred shares for cash, shares | 760 | 1,500 | |||||||
Issuance of preferred shares for cash, amount | 2,260,000 | 2,260,000 | |||||||
Conversion of preferred shares, shares | (1,000,000) | 333,333 | |||||||
Conversion of preferred shares, amount | $ (100) | $ 33 | 67 | ||||||
Net loss | (1,361,139) | (219,408) | (1,141,731) | ||||||
Issuance of common shares for acquisition, shares | 168,350 | ||||||||
Issuance of common shares for acquisition, amount | 500,000 | $ 17 | 499,983 | ||||||
Issuance of common shares for principal and accrued interest on convertible notes, shares | 1,733,333 | ||||||||
Issuance of common shares for principal and accrued interest on convertible notes, amount | 3,107,000 | $ 173 | 3,106,827 | ||||||
Balance, shares at Mar. 31, 2021 | 59,000,000 | 408 | 760 | 1,500 | 35,377,394 | ||||
Balance, amount at Mar. 31, 2021 | 1,325,685 | $ 5,900 | $ 3,538 | 84,017,072 | (773,207) | (81,927,618) | |||
Balance, shares at Dec. 31, 2020 | 60,000,000 | 408 | 33,075,711 | ||||||
Balance, amount at Dec. 31, 2020 | (3,198,176) | $ 6,000 | $ 0 | $ 0 | $ 0 | $ 3,308 | 78,132,202 | (553,799) | (80,785,887) |
Issuance of common shares for services, shares | 335,106 | ||||||||
Issuance of common shares for services, amount | 95,008 | $ 34 | 94,974 | ||||||
Issuance of common shares for principal and accrued interest on notes, shares | 2,550,485 | ||||||||
Issuance of common shares for principal and accrued interest on notes, amount | 3,445,157 | $ 255 | 3,444,902 | ||||||
Issuance of preferred shares for cash, shares | 760 | 2,000 | |||||||
Issuance of preferred shares for cash, amount | 2,760,000 | $ 0 | $ 0 | 2,760,000 | |||||
Conversion of preferred shares, shares | (3,646,985) | (360) | 10,913,576 | ||||||
Conversion of preferred shares, amount | 282 | $ (365) | $ 1,091 | (444) | |||||
Net loss | (5,763,947) | (390,932) | (5,373,015) | ||||||
Issuance of common shares for acquisition, shares | 168,350 | ||||||||
Issuance of common shares for acquisition, amount | 414,151 | $ 17 | 414,134 | ||||||
Issuance of common shares for services previously accrued, shares | 87,776 | ||||||||
Issuance of common shares for services previously accrued, amount | 51,275 | $ 9 | 51,266 | ||||||
Issuance of common shares for cash, shares | 4,210,577 | ||||||||
Issuance of common shares for cash, amount | 540,899 | $ 0 | $ 0 | $ 421 | 540,478 | ||||
Warrants converted to common shares, shares | 5,700,000 | ||||||||
Warrants converted to common shares, amount | 416,446 | $ 570 | 415,876 | ||||||
Rounding adjustment in connection with reverse split, shares | 1,744,343 | ||||||||
Rounding adjustment in connection with reverse split, amount | 174 | $ 174 | 0 | ||||||
Balance, shares at Dec. 31, 2021 | 56,353,015 | 48 | 760 | 2,000 | 58,785,924 | ||||
Balance, amount at Dec. 31, 2021 | (1,238,731) | $ 5,635 | $ 0 | $ 0 | $ 5,879 | 85,853,388 | (944,731) | (86,158,902) | |
Issuance of common shares for services, shares | 1,500,000 | ||||||||
Issuance of common shares for services, amount | 240,000 | $ 150 | 239,850 | ||||||
Conversion of preferred shares, shares | (114,117) | 2,852,925 | |||||||
Conversion of preferred shares, amount | $ (11) | $ 285 | (274) | ||||||
Net loss | (1,497,773) | (75,310) | (1,422,463) | ||||||
Issuance of common shares for cash, shares | 6,632,390 | ||||||||
Issuance of common shares for cash, amount | 499,271 | $ 663 | 498,608 | ||||||
Balance, shares at Mar. 31, 2022 | 56,238,898 | 48 | 760 | 2,000 | 69,771,239 | ||||
Balance, amount at Mar. 31, 2022 | $ (1,997,232) | $ 5,624 | $ 0 | $ 0 | $ 0 | $ 6,977 | $ 86,591,573 | $ (1,020,041) | $ (87,581,365) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss attributable to Singlepoint Inc. stockholders | $ (1,422,463) | $ (1,141,731) | $ (5,373,015) | $ (4,033,717) |
Loss attributable to non-controlling interests | 75,310 | 219,408 | 390,932 | 410,788 |
Common stock issued for services | 0 | (18,000) | ||
Bad Debt Expense | 15,850 | 0 | ||
Depreciation | 15,195 | 14,441 | 44,763 | 57,764 |
Amortization of intangibles | 3,630 | 3,630 | 14,520 | 23,595 |
Amortization of debt discounts | 6,159 | 0 | 0 | 2,174,273 |
Amortization of deferred compensation | 15,094 | 0 | 105,652 | 0 |
(Gain) loss on change in fair value of equity securities | 0 | (41,627) | 76,627 | (1,552,249) |
(Gain) loss on debt settlement | 0 | 151,727 | (513,909) | 41,264 |
Common stock issued for services | 240,000 | 0 | 416,444 | 0 |
Accounts receivable | (25,241) | 14,080 | (87,395) | 45,860 |
Prepaid expenses | (10,773) | 73,910 | (36,013) | 19,593 |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Inventory | (11,144) | 220,858 | (70,250) | 11,207 |
Loss attributable to non-controlling interests | (390,932) | (410,788) | ||
Common stock issued for services | 146,283 | 149,200 | ||
Accounts payable | 53,054 | 407,463 | (13,546) | 77,423 |
Accrued expenses | 442,754 | 35,217 | 151,597 | 886,196 |
Unearned Revenue | 24,023 | 0 | ||
NET CASH USED IN OPERATING ACTIVITIES | (634,855) | (997,882) | (4,831,629) | (1,955,379) |
Amortization of debt discounts | 16,772 | 2,174,273 | ||
Cash paid for acquisition related expenses | 0 | (25,000) | ||
NET CASH USED IN INVESTING ACTIVITIES | 0 | (25,000) | (44,700) | 25,000 |
Proceeds from sale of common stock | 499,271 | 0 | 540,899 | 812,576 |
Proceeds from advances from related party | 69,538 | 28,749 | 234,824 | 403,791 |
Proceeds from short-term notes payable | 0 | 311,070 | 311,070 | 372,232 |
Payments on advances to related party | 0 | (6,356) | 64,569 | 0 |
Goodwill impairment charge | 680,772 | 0 | ||
Payments on convertible notes payable | 0 | (25,000) | (75,000) | (389,638) |
Payments on opearting lease obligations | (5,353) | (15,853) | (51,365) | (58,737) |
Payments on notes payable | 0 | (36,515) | (286,518) | 0 |
Preferred stock issued for services | 0 | 555,000 | ||
Proceeds from sale of preferred stock - Class C | 0 | 760,000 | 760,000 | 0 |
Proceeds from sale of preferred stock - Class D | 0 | 1,500,000 | 2,000,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 563,456 | 2,516,095 | 4,869,341 | 2,018,724 |
Changes in operating assets and liabilities: | ||||
NET CHANGE IN CASH | (71,399) | 1,493,213 | (6,988) | 88,345 |
Cash at end of period | 120,086 | 1,691,686 | 191,485 | 198,473 |
Interest paid | 0 | 0 | 20,853 | 0 |
Income tax paid | 0 | 0 | 0 | 0 |
Non-cash consideration given for acquisitions through issuance of common stock and notes payable | 0 | 550,000 | 511,706 | 0 |
Conversion of preferred stock to common stock | 0 | 100 | 282 | 4,000 |
Deferred stock compensation recognized for acquisitions | 0 | 450,000 | 450,000 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (634,855) | (997,882) | (4,831,629) | (1,955,379) |
Discount recognized on deferred stock compensation for acquisitions | 0 | 110,402 | 110,402 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Cash received for return on investment | 25,000 | |||
Cash paid for acquisition related expenses | (25,000) | |||
Cash paid for property, plant and equipment | (19,700) | 0 | ||
NET CASH USED IN INVESTING ACTIVITIES | 0 | (25,000) | (44,700) | 25,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from long-term notes payable | 1,500,000 | 150,000 | ||
Payments on advances to related party | 0 | 6,356 | (64,569) | 0 |
Proceeds from issuance of convertible notes | 0 | 320,500 | ||
Proceeds from sale of preferred stock - Class B | 0 | 408,000 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 563,456 | 2,516,095 | 4,869,341 | 2,018,724 |
NET CHANGE IN CASH | (71,399) | 1,493,213 | (6,988) | 88,345 |
Cash at beginning of period | $ 191,485 | $ 198,473 | 198,473 | 110,128 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Common stock issued for accrued interest | 0 | 15,420 | ||
Original issue discount from issuance of notes payable | 0 | 39,500 | ||
Common stock issued for conversion of debt and accrued interest | 3,172,918 | 778,657 | ||
Recognition of debt discount attributable to derivative liability | 0 | 984,801 | ||
Derivative liability settlements | 0 | 3,052,437 | ||
Derivative liability recognized from convertible debt | 0 | 1,133,240 | ||
Inventory transferred to Related Party for Note Receivable | 63,456 | 0 | ||
Investment in Jacksam transferred for reduction in Related Party debt | 547,010 | 218,874 | ||
Non-cash portion of termination agreement removing accrued compensation and Related Party debt in exchange for stock and new Related Party note | $ 1,234,052 | 0 | ||
Derivative liability in excess of face value | $ 149,213 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ORGANIZATION AND NATURE OF BUSINESS | ||
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS Corporate History On May 14, 2019, SinglePoint Inc. (“SinglePoint” or “the Company”) established a subsidiary, SinglePoint Direct Solar LLC (“Direct Solar America”), completing the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC. The Company owns Fifty One Percent (51%) of the membership interests of Direct Solar America. On January 26, 2021, the Company acquired 100% ownership of EnergyWyze, LLC, a limited liability company (“EnergyWyze”). On February 26, 2021, the Company purchased 51% ownership of Box Pure Air, LLC, (“Box Pure Air”). Business We are a company focused on providing renewable energy solutions and energy-efficient applications to drive better health and living. We currently have core subsidiaries specialized in solar energy and air purification. We built our portfolio through synergistic acquisitions, and partnerships. The Company’s initial focus is on solar energy. Through technology solutions we believe we 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. As of March 31, 2022, we have five subsidiaries, EnergyWyze LLC, 100% interest, Box Pure Air, 51% interest, 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: (888) 682-7464. In April 2021, we formalized and completed the spin-off of 1606 Corp. We intend to spin-off additional assets or non-core subsidiaries in the future, although there are no definitive arrangements in place. Going Concern The financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2022, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2022, the Company had $120,086 in cash. The Company’s net losses incurred for the three months ended March 31, 2022, were $1,497,773 and working capital deficit was $2,748,737 at March 31, 2022. The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional debt and equity financing. | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS Corporate History On May 14, 2019, SinglePoint Inc. (“SinglePoint” or “the Company”) established a subsidiary, SinglePoint Direct Solar LLC (“Direct Solar America”), completing the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC. The Company owns Fifty One Percent (51%) of the membership interests of Direct Solar America. On January 26, 2021, the Company acquired 100% ownership of EnergyWyze, LLC, a limited liability company (“EnergyWyze”) (See Note 3). On February 26, 2021, the Company purchased 51% ownership of Box Pure Air, LLC, (“Box Pure Air”) (See Note 3). Business We are a company focused on providing renewable energy solutions and energy-efficient applications to drive better health and living. We currently have core subsidiaries specialized in solar energy and air purification. We built our portfolio through synergistic acquisitions, and partnerships. The Company’s initial focus is on solar energy. Through technology solutions we believe we 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. As of December 31, 2021, we have five subsidiaries, EnergyWyze LLC, 100% interest, Box Pure Air, 51% interest, 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: (888) 682-7464. In April 2021, we formalized and completed the spin-off of 1606 Corp. We intend to spin-off additional assets or non-core subsidiaries in the future. Going Concern The financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2021, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2021, the Company had $191,485 in cash. The Company’s net losses incurred for the year ended December 31, 2021, were $5,373,015, and working capital deficit was $1,714,938 at December 31, 2021. The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional debt and equity financing. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of March 31, 2022, and December 31, 2021, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K for the year ended December 31, 2021, and our other reports on file with the Securities and Exchange Commission (“SEC”). Principles of Consolidation The consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of March 31, 2022, and December 31, 2021, and for the three months ended March 31, 2022 and 2021. All significant intercompany transactions have been eliminated in consolidation. On April 7, 2021, we completed the spin-off of 1606 Corp. whereby each holder of common stock and Class A Preferred Stock of the Company received one share of unregistered and restricted common stock and Class A Preferred Stock of 1606 Corp. for each such share owned of the Company. Inventory of $63,456 went to 1606 Corp. in exchange for a note receivable. All 1606 Corp. brand, web, social, and media content, were included with the spin out for the business to be a fully operational entity at time of completion. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Cash 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, 2022. Reverse Stock-Split On March 26, 2021, we affected a 1 for 75 reverse stock split of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect this reverse stock split for all periods presented. Revenues The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS), (2) Distribution (1606 and related products through the date of spin-off, DIGS) and, (3) Services Revenue (Direct Solar, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Direct Solar America (4) EnergyWyze (5) Box Pure Air Retail Sales. Distribution Revenue. Services Revenue. Returns and other adjustments The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately debits net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates on product revenues during the quarter ended March 31, 2022, are not material. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Committee (“ASC”) 815 “Derivatives and Hedging”. It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Income Taxes The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. Earnings (loss) Per Common Share Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Preferred Stock Classes. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Three Months Ended Three Months Ended March 31, March 31, 2022 2021 Class A Preferred Stock 1,405,972,450 1,475,000,000 Class B Preferred Stock 314,754 2,675,410 Class C Preferred Stock 747,540 747,540 Class D Preferred Stock 1,395,349 1,395,349 Convertible notes 20,000 20,000 Warrants - 10,000,000 Potentially dilutive securities 1,408,450,093 1,489,838,299 Warrant Settlement In July 2021 the Company entered into agreements with two entities relating to prior notes held by such entities. These agreements provide for the cancellation of all outstanding warrants held by such entities and the issuance of an aggregate of 5,700,000 shares of common stock of the Company. Fair Value Measurements On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. As of December 31, 2019, the Company had an investment in equity securities that did not have a readily determinable fair value, or “RDFV”. This investment was assessed and measured at fair value that was determined to be zero. As of March 31, 2021, and December 31 st Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – March 31, 2022 $ - $ - $ - $ - Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – March 31, 2021 $ 547,010 $ - $ - $ 547,010 Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017- 04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). Subsequent Events Other than the events described in Note 10, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. | NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of December 31, 2021, and December 31, 2020, and for the years then ended. All significant intercompany transactions have been eliminated in consolidation. On April 7, 2021, we completed the spin-off of 1606 Corp. whereby each holder of common stock and Class A Preferred Stock of the Company received one share of unregistered and restricted common stock and Class A Preferred Stock of 1606 Corp. for each such share owned of the Company. Inventory of $63,456 went to 1606 Corp. in exchange for a note receivable. All 1606 Corp. brand, web, social, and media content, were included with the spin out for the business to be a fully operational entity at time of completion. Reverse Stock-split On March 26, 2021, we affected a 1 for 75 reverse stock splits of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect this reverse stock split for all periods presented. Revenues The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS), (2) Distribution (1606 and related products through the date of the spin-off, DIGS) and, (3) Services Revenue (Direct Solar, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Direct Solar America (3) EnergyWyze (4) Box Pure Air Retail Sales. Returns and other adjustments The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately debits net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates on product revenues during the year ended December 31, 2021, and 2020 are not material. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of ninety days or less at the time of purchase to be cash equivalents. The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company had no deposits in excess of amounts insured by the FDIC as of December 31, 2021. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Committee (“ASC”) 815 “Derivatives and Hedging”. It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption Leases ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Income Taxes The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. Earnings (loss) Per Common Share Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Year Ended Year Ended December 31, December 31, 2021 2020 Class A Preferred Stock 1,408,825,375 1,500,000,000 Class B Preferred Stock 314,754 2,675,410 Class C Preferred Stock 747,540 Class D Preferred Stock 1,395,349 Convertible notes 20,000 20,000 Warrants - 10,000,000 Potentially dilutive securities 1,411,303,018 1,512,695,410 Warrant Settlement In July 2021 the Company entered into agreements with two entities relating to prior notes held by such entities. These agreements provide for the cancellation of all outstanding warrants and to purchase an aggregate of 5,700,000 shares of common stock of the Company. 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, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. The Company’s derivative liabilities have been valued as Level 3 instruments which were settled in fiscal 2020. As of December 31, 2020, the Company had an investment in equity securities that did meet the standards for a readily determinable fair value (“RDFV”) and had been valued as Level 1 instruments. For the year ended December 31, 2020, a net gain of $807,511 was recognized related to the fair value measurement of these equity securities. Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – December 31, 2021 $ - $ - $ - $ - Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – December 31, 2020 $ 588,637 $ - $ - $ 588,637 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2020: Derivative Liability Balance, December 31, 2019 2,813,150 Additions recognized as debt discount 984,801 Derivative liability settlements (3,053,213 ) Mark-to-market at December 31, 2020 (744,738 ) Balance, December 31, 2020 $ - Net income for the year included in earnings relating to the liabilities held at December 31, 2020 $ 744,738 Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company's fiscal year beginning March 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017- 04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). Subsequent Events Other than the events described in Note 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. |
INVESTMENTS ACQUISITIONS GOODWI
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS | ||
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS | NOTE 3 – GOODWILL AND INTANGIBLE ASSETS Goodwill and Intangible Assets The following table presents details of the Company’s goodwill as of March 31, 2022, and December 31, 2021: Direct Solar America Box Pure Air EnergyWyze Total Balances at December 31, 2021: 1,212,968 414,151 75,000 1,702,119 Aggregate goodwill acquired - - - - Impairment losses - - - - Balances at March 31, 2022: $ 1,212,968 $ 414,151 $ 75,000 $ 1,702,119 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, 2021. The Company performed discounted cash flow analysis projected over three years to estimate the fair value of the reporting units, using management’s best judgement as to revenue growth rates and expense projections. These analyzes indicated cash flows (and discounted cash flows) were less than the book value of goodwill for Direct Solar America. These analyzes 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, 2021, and impaired the goodwill by $680,772. During the year ended December 31, 2020, the Company adjusted its goodwill related to Direct Solar of America to reflect its final valuation of its goodwill and intangible assets. The adjustment decreased goodwill and increased intangible assets by $72,600, with no effect on total purchase price. The gross intangible assets of $72,600 have an estimated useful life of five years, a net book value of $34,485 as of December 31, 2021, and amortization expense of $14,520 for the year ended December 31, 2021. | NOTE 3 – INVESTMENTS, ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS Investments The Company records certain investments using the cost method. If cost exceeds fair value, an impairment loss is recognized unless the impairment is considered temporary. The Company records investments in equity securities using the fair value method. In certain cases, the equity securities may not meet the criteria for RDFV, then the Company determines the fair value using Black-Scholes calculations with applicable assumptions. The Company had investments recorded using the cost method of $0 and $35,000 as of December 31, 2021, and 2020, respectively. On April 26, 2021, the Company completed a debt reduction through the sale of Jacksam Corporation shares owned by the Company to Greg Lambrecht, former officer and director. No gain or losses were incurred with this debt settlement. The Company had investments in equity securities using the fair value method of $0 and $588,637 as of December 31, 2021, and 2020, respectively. 2021 Acquisition – Box Pure Air, LLC On February 26, 2021, the Company completed the acquisition of 51% of the membership interests in Box Pure Air, LLC. The purchase price consideration for this ownership interest was $414,151, paid with the issuance of 168,350 shares of common stock. The total value of common stock issued was allocated to goodwill based on the workforce acquired. The total purchase price for the acquired membership interests in Box Pure Air, LLC, was allocated as follows: Intangible assets $ - Goodwill 414,151 Current assets - Current liabilities - Total net assets acquired $ 414,151 The purchase price consists of the following: Cash - Common Stock 414,151 Total purchase price $ 414,151 Total revenue of $348,877, net loss of ($581,344), and contributed net loss of ($284,859) after non-controlling interest related to Box Pure Air from the acquisition date of February 26, 2021, through December 31, 2021, is included in the Company’s accompanying consolidated statement of operations. 2021 Acquisition – EnergyWyze, LLC On January 26, 2021, the Company entered into a purchase agreement to acquire 100% ownership of EnergyWyze, LLC, a limited liability company. The purchase price consideration consisted of the following: The Company paid $25,000 at closing and the remaining balance of $50,000 in the form of a 180-day Note (the “Seller Note”) to be retired in conjunction with any capital raise associated with the up listing of the Company’s common stock to a national exchange. The Seller Note would be extendable for a period of 90-days at the Company’s option, furthermore the note can be converted at any time into Common Stock during the initial 180-day period based on the 10 Day Volume Weighted Average Price (VWAP) of the Company’s common stock. These two components of the purchase price consideration were allocated to Goodwill pending further assessment and identification of acquired assets. The Company paid the $25,000 at the closing and recorded a Seller Note with a fair value of $50,000 as a short-term liability on the balance sheet as of March 31, 2021. As of December 31, 2021, the Seller Note has been paid in full. The final component of the consideration consisted of the following: $450,000.00 USD in Restricted Common Stock of the Company based on the 10 Day VWAP immediately preceding the closing date, and each respective vesting issuance date. Such shares are allocated equally, $150,000 USD each, between the principal members of EnergyWyze, and will vest over a three-year period. Each principal member must be employed on the vesting date to be awarded such shares. The vesting schedule shall be as follows: $50,000 USD shall vest on July 1, 2021, and $100,000 USD, representing the remaining balance, shall be divided into ten equal amounts and will vest on quarterly basis over the next 10 quarters post the initial vesting period of July 1, 2021. For this component of the acquisition, the Company determined the $450,000 payment represented compensation for post-acquisition services due to the vesting directly tied to the sellers’ employment by the Company. Further, the Company determined that it was “more-likely-than-not” the principal members would remain employed for the 36-month vesting period. The Company determined the fair value of the $450,000 using the Black-Scholes calculation method based on the following criteria: March 31, 2021 Dividend yields 0 % Exercise price based on 10-day VWAP for the common stock $ 1.47 Volatility 136.8 % Risk free rate .18 % Based on the Black-Scholes calculation, the purchase consideration price of 450,000 had a fair value of $339,599. The Company recorded the $450,000, net of the initial $110,401 discount as a purchase price liability with an offset to deferred compensation asset. The deferred compensation and the discount amount will be amortized to compensation expense over the 36 months consistent with the vesting schedule set forth in the acquisition agreement. The purchase price liability will be converted to common stock upon issuance of any vested shares. Total revenue of $240,965, and net loss of ($458,625), related to EnergyWyze, LLC, from the acquisition date of January 26, 2021, through December 31, 2021, is included in the Company’s accompanying consolidated statement of operations. EnergyWyze, LLC, had no operating results prior to the acquisition date. Goodwill and Intangible Assets The following table presents details of the Company’s goodwill as of December 31, 2021, and December 31, 2020: Direct Solar America Box Pure Air EnergyWyze Total Balances at December 31, 2019: $ 1,966,340 $ - $ - $ 1,966,340 Aggregate goodwill acquired - - - - Goodwill adjustments (72,600 ) - - (72,600 ) Impairment losses - - - - Balances at December 31, 2020: 1,893,740 - - 1,893,740 Aggregate goodwill acquired - 414,151 75,000 489,151 Impairment losses (680,772 ) - - (680,772 ) Balances at December 31, 2021: $ 1,212,968 $ 414,151 $ 75,000 $ 1,702,119 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, 2021. The Company performed discounted cash flow analysis projected over three years to estimate the fair value of the reporting units, using management’s best judgement as to revenue growth rates and expense projections. These analyzes indicated cash flows (and discounted cash flows) were less than the book value of goodwill for Direct Solar America. These analyzes 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, 2021, and impaired the goodwill by $680,772. During the year ended December 31, 2020, the Company adjusted its goodwill related to Direct Solar of America to reflect its final valuation of its goodwill and intangible assets. The adjustment decreased goodwill and increased intangible assets by $72,600, with no effect on total purchase price. The gross intangible assets of $72,600 have an estimated useful life of five years, a net book value of $34,485 as of December 31, 2021, and amortization expense of $14,520 for the year ended December 31, 2021. Proforma Information (unaudited) Box Pure Air, LLC The following unaudited pro forma information presents the consolidated results of the Company’s operations as if the acquisitions of Box Pure Air had been consummated on January 1, 2021. Such unaudited pro forma information is based on historical unaudited financial information with respect to the Box Pure Air 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, 2021, 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: Year Ended December 31, 2021 Net revenue $ 466,705 Net loss $ (484,560 ) |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | ||
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | NOTE 4 - NOTES PAYABLE Notes Payable In July 2021 In May 2020, the Company received loan proceeds of $150,000 under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL dated May 22, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $731 beginning May 1, 2021. At March 31, 2022, $8,041 is included Current Portion of notes payable and $141,959 is included in Long-term notes payable. Convertible Notes Payable In October 2016 the Company issued a convertible note payable in the amount of $10,500 to an accredited investor with interest at 0%, due October 2017, convertible at $0.525 per share. This note is currently in default and included in Current Portion of convertible notes payable. Related to the acquisition of EnergyWyze, the Company incurred an initial purchase consideration obligation of $450,000 with a fair value of $339,599. The remaining fair value amount of the purchase obligation at March 31, 2022, is $120,741, of which $60,369 is included in Current Portion of notes payable and $60,372 is included in Long-term notes payable. | NOTE 4 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE Convertible notes payable consisted of the following: December 31, 2021 December 31, 2020 Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The UAHC Note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The UAHC Note is secured by substantially all assets of the Company. The investor converted a total of $37,767 of principal and accrued interest of this note into 37,767,405 shares of the Company’s common stock. This note was amended on October 12, 2020 whereby the maturity due date was extended to December 31, 2022 with monthly payments required commencing October 1, 2020. A final note settlement agreement was executed on January 27, 2021. - 581,723 Convertible note payable to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees applied to the first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the year ended December 31, 2019. The investor converted a total of $458,360 of principal and accrued interest of this note into 214,880,617 shares of the Company’s common stock and was repaid $194,637 by the Company during the year ended December 31, 2020. The Iliad Note is secured by substantially all assets of the Company. This note was amended on October 12, 2020 whereby the maturity due date was extended to December 31, 2022 with monthly payments required commencing October 1, 2020. A final note settlement agreement was executed on January 27, 2021. - 1,842,003 Convertible note payable with an accredited investor dated October 31, 2016, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default. $ 10,500 $ 10,500 Total convertible notes payable 10,500 3,225,225 Less debt discounts - (1,154,327 ) Convertible notes payable, net 10,500 2,070,898 Less current portion of convertible notes, net (10,500 ) (2,070,898 ) Long-term convertible notes payable, net $ - $ - Accrued interest on the above notes payable totaled $0 and $581,366 as of December 31, 2021 and 2020, respectively. Interest expense for the above notes payable for the years ended December 31, 2021 and 2020 was $17,744 and $306,158, respectively. Total amortization of debt discounts was $0 and $2,174,273 for the years ended December 31, 2021 and 2020, respectively. Short-term Notes Payable In 2020, the Company received total loan proceeds of $332,737 under the SBA’s Paycheck Protection Program (“PPP”) and was included in short-term notes payable as of December 31, 2020. The two PPP loans included a promissory note with Direct Solar America with principal of $312,300 due May 7, 2022, and a promissory note with SinglePoint with principal of $20,437 due in 18 monthly installments beginning December 12, 2020. Both loans were forgiven in 2021. On January 27, 2021 Direct Solar America received a new PPP loan with principal of $311,070, due January 26, 2026, and bears interest at 1% (“New PPP Loan”). On August 16, 2021 the New PPP Loan to Direct Solar America was forgiven. Long-term Note Payable In July 2021 In May 2020, the Company received loan proceeds of $150,000 under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL dated May 22, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $731 beginning May 1, 2021. Acquisition of EnergyWyze - Consideration Payables Related to the acquisition of EnergyWyze, the Company issued a non-interest bearing note in the amount of $50,000 (See Note 3). This note was recorded at face value, which was considered the fair value of this short-term note. As of December 31, 2021, the balance of this note had been satisfied. Also related to the acquisition of EnergyWyze, the Company incurred an initial purchase consideration obligation of $450,000 with a fair value of $339,599 (See Note 3), of which $60,371 is included in Short-term notes payable and $60,370 is included in Long-term notes payable as of December 31, 2021. |
OBLIGATIONS UNDER OPERATING LEA
OBLIGATIONS UNDER OPERATING LEASE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
OBLIGATIONS UNDER OPERATING LEASE | ||
OBLIGATIONS UNDER OPERATING LEASE | NOTE 5 – OBLIGATIONS UNDER OPERATING LEASE The Company leases approximately 1,400 square feet of office space at 2999 North 44th Street, Phoenix, Arizona 85018 through January 31, 2023, at a monthly base rent of $3,688 through February 2022, which increased to $3,758 per month beginning February 2022. Box Pure Air leases 130 square feet of dedicated office space plus additional conference space and work stations in a shared lease facility located at 75 Port City Landing #110, Mt. Pleasant , South Carolina 29464, at a monthly base rent of $2,567.58. The lease term is month to month. The above leases are classified as operating leases under ASC 842 which the Company adopted in 2019. The following is a summary of property held under these operating leases at March 31, 2022, and December 31, 2021: March 31, December 31, 2022 2021 Office and warehouse facilities $ 172,026 $ 172,026 Accumulated amortization (145,561 ) (137,621 ) Total $ 26,465 $ 34,405 | NOTE 5 – OBLIGATIONS UNDER OPERATING LEASE The Company leases approximately 1,400 square feet of office space at 2999 North 44th Street, Phoenix, Arizona 85018, through January 31, 2023 at a monthly base rent of $3,688 through February 2022, then increasing to $3,758 per month beginning February 2022. Box Pure Air leases 1,653 square feet of dedicated office space plus additional conference space and work stations in a shared lease facility located at 145 King Street, Charleston, South Carolina 29401, at a monthly base rent of $4,408. The lease term is month to month. 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, upon which the lease expired. The above leases are classified as operating leases under ASC 842 which the Company adopted in 2019. The following is a summary of property held under these operating leases at December 31, 2021 and 2020: December 31, December 31, 2021 2020 Office and warehouse facilities $ 172,026 $ 224,037 Accumulated amortization (137,621 ) (144,870 ) Total $ 34,405 $ 79,167 Future maturities of obligations under capital leases are as follows: Twelve months ending December 31, 2022 $ 45,020 2023 3,758 2024 - Total minimum lease payments 48,778 Amounts representing interest (1,261 ) $ 47,517 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
STOCKHOLDERS EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY Class A Convertible Preferred Shares As of March 31, 2022, and December 31, 2021, the Company had authorized 100,000,000 shares of preferred stock, $0.0001 par value per share, of which 60,000,000 shares are designated as Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 56,238,898 and 56,353,015 shares were issued and outstanding as of March 31, 2022, and December 31, 2021, respectively. Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,405,972,450 shares of common stock assuming full conversion of all outstanding shares as of March 31, 2022. No dividends are payable unless declared by the Board of Directors. Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share. Class B Preferred Stock As of March 31, 2022, and December 31, 2021, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 48 shares were issued and outstanding as of March 31, 2022, and December 31, 2021.. The Company has the right to redeem the Class B Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of eight percent (8%) per annum on the Class B Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class B Preferred Stock calculated at the purchase price. The Stated Value of the Class B Preferred Stock is $1,200 per share. Each share of the Class B Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share of Preferred Stock by $0.183. Class C Preferred Stock On January 28, 2021, the Company amended its Articles of Incorporation to designate 1,500 shares of undesignated preferred stock as Class C Preferred Stock, of which 760 shares were issued and outstanding as of March 31, 2022 and December 31, 2021. The Company has the right to redeem the Class C Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of three percent (3%) per annum on the Class C Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class C Preferred Stock calculated at the purchase price. The Stated Value of the Class C Preferred Stock is $1,200 per share. Each share of the Class C Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the lesser of (i) (a) $1.22 ; and (b) where applicable, a fixed price equaling ninety percent (90%) of the average daily VWAP for the five (5) trading days following a reverse split. Class D Convertible Preferred Shares On March 11, 2021, the Company amended its Articles of Incorporation to designate 2,000 shares of undesignated preferred stock as Class D Preferred Stock, of which 2,000 shares were issued and outstanding as of March 31, 2022, and December 31, 2021, respectively. The Company has the right to redeem the Class D Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of three percent (3%) per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share. Each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by $1.73. As of March 31, 2022, and December 31, 2021, a total of 39,995,000 shares of preferred stock remains undesignated and unissued. Common Stock As of March 31, 2022, and December 31, 2021, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share, with 69,771,239 and 58,785,924 shares issued and outstanding, respectively. Equity Financing Agreement On September 16, 2021, the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twelve (12) months after an effective registration of the Shares with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC. Shares issued during the three months ended March 31, 2022 On January 3, 2022, the Company issued 1,620,000 shares of common stock pursuant to the Equity Financing Agreement. On January 6, 2022, the Company issued 2,852,925 shares of common stock to a former officer of the Company in exchange for conversion of 114,117 shares of Class A Preferred Stock. On February 1, 2022, the Company issued 2,012,390 shares of common stock pursuant to the Equity Financing Agreement. On February 15, 2022, the Company issue 3,000,000 shares of common stock pursuant to the Equity Financing Agreement. | NOTE 6 - STOCKHOLDERS’ EQUITY Class A Convertible Preferred Shares As of December 31, 2021, and 2020, the Company had authorized 100,000,000 shares of preferred stock, $0.0001 per value per share, of which 60,000,000 shares are designated as Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 56,353,015 and 60,000,000 shares were issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,408,825,375 shares of common stock, as of December 31, 2021, 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, 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. Class B Preferred Stock As of December 31, 2021, and 2020, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 48 shares and 408 shares were issued and outstanding, respectively. Below is a summary description of the material rights, designations and preferences of the Class B Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to them as per the Certificate of Designation). The Company has the right to redeem the Class B Preferred Stock, in accordance with the following schedule: i. If all of the Class B Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends; ii. If all of the Class B Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and iii. If all of the Class B Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends. iv. The Company shall redeem the Class B Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation. The Company shall pay a dividend of eight percent (8%) per annum on the Class B Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class B Preferred Stock calculated at the purchase price. The Stated Value of the Class B Preferred Stock is $1,200 per share. Following any Event of Default (as defined in the Certificate of Designation), all outstanding shares of Class B Preferred Stock shall come immediately due for redemption and the redemption amount shall accrue interest at the lesser of (a) 18% per annum or (b) the maximum legal rate. Redemption following an Event of Default shall occur at an amount equaling: one hundred and thirty five percent (135%), multiplied by the sum of the Stated Value, all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation for all shares of Class B Preferred Stock. The Class B Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation). Each share of the Class B Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share of Preferred Stock by $0.183. From the date of issuance until the date when the Holder no longer holds any shares of Class B Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class B Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable in the aggregate discount to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder. Class C Preferred Stock On January 28, 2021, the Company amended its Articles of Incorporation to designate 1,500 shares of undesignated preferred stock as Class C Preferred Stock, of which 760 shares were issued and outstanding as of December 31, 2021. Below is a summary description of the material rights, designations and preferences of the Class C Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation). The Company has the right to redeem the Class C Preferred Stock, in accordance with the following schedule: i. If all of the Class C Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends; ii. If all of the Class C Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and iii. If all of the Class C Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends. iv. The Company shall redeem the Class C Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation. The Company shall pay a dividend of three percent (3%) per annum on the Class C Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class C Preferred Stock calculated at the purchase price. The Stated Value of the Class C Preferred Stock is $1,200 per share. The Class C Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation). Each share of the Class C Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the lesser of (i) (a) $1.22 (a fixed price equaling ninety percent (90%) of the average daily volume weighted average price (“VWAP”) for the Company’s common stock for the five (5) trading days preceding the execution of definitive agreements); and (b) where applicable, a fixed price equaling ninety percent (90%) of the average daily VWAP for the five (5) trading days following a reverse split. From the date of issuance until the date when the Holder no longer holds any shares of Class C Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class C Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable in the aggregate discount to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder. Class D Convertible Preferred Stock On March 11, 2021, the Company amended its Articles of Incorporation to designate 2,000 shares of undesignated preferred stock as Class D Preferred Stock, of which 2,000 shares were issued and outstanding as of December 31, 2021. Below is a summary description of the material rights, designations, and preferences of the Class D Preferred Stock (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Certificate of Designation). The Company has the right to redeem the Class D Preferred Stock, in accordance with the following schedule: i. If all of the Class D Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends; ii. If all of the Class D Preferred Stock are redeemed after ninety (90) calendar days and within one hundred twenty (120) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty percent (120%) of the Stated Value together with any accrued but unpaid dividends; and iii. If all of the Class D Preferred Stock are redeemed after one hundred and twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and twenty five percent (125%) of the Stated Value together with any accrued but unpaid dividends. iv. The Company shall redeem the Class D Preferred Stock on the date that is One (1) Calendar year from the issuance at an amount equaling the sum of the Stated Value and all accrued but unpaid dividends and all other amounts due pursuant to the Certificate of Designation. The Company shall pay a dividend of three percent (3%) per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share. The Class D Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation). Each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by $1.73. From the date of issuance until the date when the Holder no longer holds any shares of Class D Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), the Holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class D Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable in the aggregate discount to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder. As of December 31, 2021, and December 31, 2020, a total of 39,995,000 and 39,998,500 shares of preferred stock remain undesignated and unissued, respectively. Common Stock As of December 31, 2021, and 2020, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share, with 58,785,924 and 33,075,711 shares issued and outstanding, respectively. Equity Financing Agreement On September 16, 2021 (the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twelve (12) months after an effective registration of the Shares with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”). The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The purchase price of the shares of Common Stock contained in a Put will be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the five consecutive trading days preceding the receipt by GHS of the applicable Put notice. Such sales of Common Stock by the Company, if any, may occur from time to time, at the Company’s option, during the Contract Period. Subject to the satisfaction of certain conditions set forth in the Equity Financing Agreement, on each Put the Company will deliver an amount of Shares equaling one hundred and twelve percent (112%) of the dollar amount of each Put. The maximum dollar amount of each Put will not exceed two hundred percent (200%) of the average daily trading dollar volume for the Company’s Common Stock during the ten (10) trading days preceding the Trading day that GHS receives a Put. No Put will be made in an amount equaling less than ten thousand dollars ($10,000) or greater than three million dollars ($3,000,000). Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time. The Equity Financing Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; on the date that is twelve (12) calendar months from the date the Equity Financing Agreement was executed. Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Shares issued during the year ended December 31, 2021 On January 7, 2021, the Company issued 66,667 shares of common stock to consultants for services with a fair value of $18,000, or $0.27 per share. On January 19 and 22, 2021, the Company issued 510 and 250 shares, respectively, of Class C Preferred Stock to GHS Investments, LLC for cash. On January 26, 2021, the Company issued a total of 1,733,333 shares of common stock to UAHC and Iliad related to the convertible debt settlement agreement (See Note 4). On February 8, 2021, the Company issued 333,333 shares of common stock to a former officer of the Company in exchange for conversion of Class A Preferred stock. On March 27, 2021, the Company issued 168,350 shares of common stock for the $500,000 purchase consideration for 51% ownership in Box Pure Air (See Note 3). On various dates in March and April 2021, the Company issued 2,000 shares of Class D Preferred stock to GHS Investment, LLC for cash. On April 2, 2021, the Company issued 1,744,343 shares of common stock in order to round up shares to the nearest round lot in connection with the reverse split. On May 18, 2021, the Company issued 362,987 shares of common stock to a former officer of the Company in exchange for conversion of Class A Preferred Stock. On May 26, 2021, the Company issued 66,667 shares of common stock to consultants for services with a fair value of $35,866, or $0.538 per share. On June 18, 2021, the Company issued 1,868,853 shares of common stock to GHS in exchange for conversion of their Class B Preferred Stock. On June 24, 2021, the Company issued 1,375,000 shares of common stock each (for a total of 2,750,000) to two directors in exchange for conversion of their Class A Preferred Stock, and 2,461,715 shares of Class A Preferred Stock were cancelled. On June 30, 2021, the Company issued 292,875 shares of common stock to a former officer of the Company in exchange for conversion of Class A Preferred Stock. On July 1, 2021, the Company issued 87,776 shares of common stock to a former officer of a subsidiary for services previously accrued. On July 14, 2021, the Company issued 4,225,000 shares of common stock related to a warrant settlement agreement. On August 21, 2021, the Company issued 1,854,050 shares of common stock to a former officer of the Company in exchange for conversion of Class A Preferred Stock. On October 7, 2021, 97,108 shares of Class A Preferred Stock were converted into 2,427,700 shares of common stock by a former officer of the Company. On October 12, 2021, 75 shares of Class B Preferred Stock were converted into 661,765 shares of common stock. On October 22, 2021, 655,936 shares of common stock were issued pursuant to existing agreements. On November 1, 2021, 809,110 shares of common stock were issued pursuant to the S-1 Equity Line terms. On November 15, 2021, the Company issued 1,475,000 shares of common stock related to a warrant settlement agreement. On November 17, 2021, 1,788,874 shares of common stock were issued pursuant to the S-1 Equity Line terms. On November 24, 2021, 14,000 shares of Class A Preferred Stock were converted into 350,000 shares of common stock. On December 10, 2021, 1,612,593 shares of common stock were issued pursuant to the S-1 Equity Line terms. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS Accrued Officer Compensation As of March 31, 2022, and December 31, 2021, a total of $111,603 and $116,583, respectively, was accrued for unpaid officer wages due the Company’s CEO, CFO and President under their respective employment agreements. Other As of March 31, 2022, and December 31, 2021, a total of $152,079 and $109,385 was accrued for unpaid wages due to two EnergyWyze managers. On January 6, 2022, the Company issued 2,852,925 shares of common stock to a former officer of the Company in exchange for conversion of 114,117 shares of Class A Preferred Stock. In March 2022, the Company’s CEO advanced $50,000 to the Company which is expected to be repaid in May 2022, and is reflected in Advances from related parties. | NOTE 7 - RELATED PARTY TRANSACTIONS Accrued Officer Compensation As of December 31, 2021, and December 31, 2020, a total of $116,583 and $1,005,230, respectively, was accrued for unpaid officer wages and bonuses due the Company’s CEO, CFO and President under their respective employment agreements. Other On April 26, 2021, the Company completed a debt reduction through the sale of Jacksam Corporation owned by the Company with Gregory Lambrecht, former CEO, resulting in the decrease of $547,010 in current liabilities. No gain or losses were incurred with this debt settlement. On May 18, 2021, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with Gregory Lambrecht. Pursuant to the Separation Agreement Mr. Lambrecht resigned as an officer and director of the Company and agreed to terminate his employment agreement with the Company. The Company agreed to pay Mr. Lambrecht $764,480 due in unpaid accrued compensation and $606,372 in indebtedness plus accrued interest through the date of the Agreement (the “Accrued Debt”) as follows: (i) the Company agreed to issue Mr. Lambrecht 362,987 shares of Common Stock (with standard restrictive legend) valued at $0.75 per share, equaling $272,240 (the “Shares”), (ii) the Company agreed to pay Mr. Lambrecht $250,000 within two business days of the date of the Separation Agreement, and (iii) the remaining amount of Accrued Debt of $848,612 will be satisfied through the issuance by the Company of a promissory note (the “Note”). The Note provides for ten percent (10%) per annum interest commencing as of August 1, 2021. The monthly payment amount of principal and interest shall be $21,523, with the first payment of $21,523 due September 1, 2021, and a final payment amount of $21,523 due on August 1, 2025. As of December 31, 2021, a total of $109,385 was accrued for unpaid wages due to two EnergyWyze managers. On May 24, 2021, the Seller Note related to the EnergyWyze acquisition was paid in full pursuant to the terms and conditions in the asset purchase and operating agreement. On July 1, 2021, the Company issued 87,776 shares of common stock to a former officer of a subsidiary for services previously accrued. On August 21, 2021, the Company issued 1,854,050 shares of common stock to a former officer of the Company in exchange for conversion of Class A preferred stock. On October 7, 2021, the Company issued 2,427,700 shares of common stock to a former officer of the Company in exchange for conversion of Class A preferred stock. On October 22, 2021, the Company issued 454,164 shares of common stock to the remaining sellers of EnergWyze pursuant to the purchase agreement. On November 24, 2021, the Company issued 350,000 shares of common stock to a director of the Company in exchange for conversion of Class A preferred stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. On July 9, 2021 the Company and Singlepoint Direct Solar, LLC (“SDS” or “Direct Solar”) served a complaint (the “Company Complaint”) in the United States District Court for the District of Arizona against Pablo Diaz Curiel, Kjelsey Johnson, and Brian Odle alleging, amongst other things, that the aforementioned individuals: (i) Interference with Direct Solar America’s existing and prospective business opportunities; (ii) Made unauthorized use of, claims of ownership, and/or offers for sale under direct Solar America’s commercial identity; (iii) Misappropriated trade secrets of Direct Solar America; (iv) Breach of the Asset Purchase Agreement originally entered into between the Company and Mr. Diaz and Ms. Johnson (Mr. Diaz and Ms. Johnson); and (v) Breach of the Employment Agreement originally entered into between Direct Solar America and Mr. Diaz. Also on July 9, 2021 the Company was served with a Complaint by Mr. Diaz (and certain other parties) against the Company and certain officers (and former officers) of the Company (the “Diaz Complaint”). On August 11, 2021, an Order was issued consolidating the Company Complaint and the Diaz Complaint which results in the two legal actions being consolidated into one matter, and requiring Defendants to refile their Complaint as a counterclaim. A Counterclaim was submitted by Pablo Diaz Curiel, Kjelsey Johnson, Elijah Chaffino, Dan Shikiar, Jagusa Holdings, Inc. and Brian Odle against the Company and SDS, Greg Lambrecht, Wil Ralston and Corey Lambrecht. The Counterclaim includes but is not limited to the following material allegations: (i) violation of Section 10b-5 of the Exchange Act; (ii) Breach of Contract; (iii) Tortious Interference; (iv) Breach of Fiduciary Duty; (v) Unlawful diversion of ownership, earnings and monies; (vi) Intentional Misrepresentations; and (vii) Engaging in a pattern and practice of acquisitions based on false promises. The Counterclaim was filed September 11, 2021. On July 14, 2021, the Company filed a First Amended Complaint (the “FAC”) adding parties Solar Integrated Roofing Corporation, USA Solar Network, LLC, David Massey, Christina Berume and Jessica Hernandez in addition to Pablo Diaz Curiel, Kjelsey Johnson and Brian Odle as defendants. In the FAC, the Company alleges (amongst other things) that the defendants: (i) Misappropriated trade secrets; (ii) Breached the Asset Purchase Agreement (Mr. Diaz and Ms. Johnson); (iii) Breached the Employment Agreement (Mr. Diaz); (iv) Breached the Implied Covenant of Good Faith and Fair Dealing (Mr. Diaz and Ms. Johnson); (v) Breached Fiduciary Duties (Mr. Diaz); (vi) Engaged in Unfair Competition; (vii) Violated the Arizona Uniform Trade Secrets Act; (viii) Intentionally Interfered with Contract/Business Expectancy; (ix) Converted assets of the Company; (x) Were Unjustly Enriched; and (xi) Committed Violations of the Lanham Act. On August 27, 2021, the Company filed a Second Amended Compliant which includes additional causes of action including Copyright Infringement (USA Solar Network, LLC) and Defamation (Mr. Diaz). On September 10, 2021 Solar Integrated Roofing Corporation, USA Solar Network, LLC and David Massey filed a motion to dismiss the claims as it relates to such parties. On February 22, 2022, a Senior Judge signed the order stating that Defendants SIRC and Massey’s Motion to Dismiss was granted in part and denied in part. With respect to Defendant Massey, the Court dismissed all claims against him for lack of personal jurisdiction. With respect to Defendant SIRC, the Court dismissed the following claims from the Second Amended Complaint under Federal Rule of Civil Procedure 12(b)(6): (a) unfair competition (count seven); (b) intentional interference with contract/business expectancy (count nine); (c) conversion (count ten); and (d) unjust enrichment (count eleven). The remaining claims against Defendant SIRC survived the Motion to Dismiss and remain before the Court. The court ordered that Plaintiffs’ Motion to Compel Arbitration of all of Defendant Diaz’s counterclaims under his Employment Agreement with SDS was granted. The Court ordered the dismissal of the following claims from the FAC: count three in its entirety, count six as to Defendant Diaz, and counts five, nine, ten, eleven, and thirteen as to Diaz, to the extent those claims are based on Diaz’s rights and responsibilities under the Employment Agreement subject to arbitration. The court further ordered that Counterdefendants’ Motion to Dismiss was granted in part and denied in part. | NOTE 8 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. On July 9, 2021 the Company and Singlepoint Direct Solar, LLC (“SDS” or “Direct Solar”) served a complaint (the “Company Complaint”) in the United States District Court for the District of Arizona against Pablo Diaz Curiel, Kjelsey Johnson, and Brian Odle alleging, amongst other things, that the aforementioned individuals: (i) Interference with Direct Solar America’s existing and prospective business opportunities; (ii) Made unauthorized use of, claims of ownership, and/or offers for sale under direct Solar America’s commercial identity; (iii) Misappropriated trade secrets of Direct Solar America; (iv) Breach of the Asset Purchase Agreement originally entered into between the Company and Mr. Diaz and Ms. Johnson (Mr. Diaz and Ms. Johnson); and (v) Breach of the Employment Agreement originally entered into between Direct Solar America and Mr. Diaz. Also on July 9, 2021 the Company was served with a Complaint by Mr. Diaz (and certain other parties) against the Company and certain officers (and former officers) of the Company (the “Diaz Complaint”). On August 11, 2021, an Order was issued consolidating the Company Complaint and the Diaz Complaint which results in the two legal actions being consolidated into one matter, and requiring Defendants to refile their Complaint as a counterclaim. A Counterclaim was submitted by Pablo Diaz Curiel, Kjelsey Johnson, Elijah Chaffino, Dan Shikiar, Jagusa Holdings, Inc. and Brian Odle against the Company and SDS, Greg Lambrecht, Wil Ralston and Corey Lambrecht. The Counterclaim includes but is not limited to the following material allegations: (i) violation of Section 10b-5 of the Exchange Act; (ii) Breach of Contract; (iii) Tortious Interference; (iv) Breach of Fiduciary Duty; (v) Unlawful diversion of ownership, earnings and monies; (vi) Intentional Misrepresentations; and (vii) Engaging in a pattern and practice of acquisitions based on false promises. The Counterclaim was filed September 11, 2021. On July 14, 2021, the Company filed a First Amended Complaint (the “FAC”) adding parties Solar Integrated Roofing Corporation, USA Solar Network, LLC, David Massey, Christina Berume and Jessica Hernandez in addition to Pablo Diaz Curiel, Kjelsey Johnson and Brian Odle as defendants. In the FAC, the Company alleges (amongst other things) that the defendants: (i) Misappropriated trade secrets; (ii) Breached the Asset Purchase Agreement (Mr. Diaz and Ms. Johnson); (iii) Breached the Employment Agreement (Mr. Diaz); (iv) Breached the Implied Covenant of Good Faith and Fair Dealing (Mr. Diaz and Ms. Johnson); (v) Breached Fiduciary Duties (Mr. Diaz); (vi) Engaged in Unfair Competition; (vii) Violated the Arizona Uniform Trade Secrets Act; (viii) Intentionally Interfered with Contract/Business Expectancy; (ix) Converted assets of the Company; (x) Were Unjustly Enriched; and (xi) Committed Violations of the Lanham Act. On August 27, 2021, the Company filed a Second Amended Compliant which includes additional causes of action including Copyright Infringement (USA Solar Network, LLC) and Defamation (Mr. Diaz). On September 10, 2021 Solar Integrated Roofing Corporation, USA Solar Network, LLC and David Massey filed a motion to dismiss the claims as it relates to such parties. On February 22, 2022, a Senior Judge signed the order stating that Defendants SIRC and Massey's Motion to Dismiss was granted in part and denied in part. With respect to Defendant Massey, the Court dismissed all claims against him for lack of personal jurisdiction. With respect to Defendant SIRC, the Court dismissed the following claims from the Second Amended Complaint under Federal Rule of Civil Procedure 12(b)(6): (a) unfair competition (count seven); (b) intentional interference with contract/business expectancy (count nine); (c) conversion (count ten); and (d) unjust enrichment (count eleven). The remaining claims against Defendant SIRC survived the Motion to Dismiss and remain before the Court. The court ordered that Plaintiffs' Motion to Compel Arbitration of all of Defendant Diaz's counterclaims under his Employment Agreement with SDS was granted. The Court ordered the dismissal of the following claims from the FAC: count three in its entirety, count six as to Defendant Diaz, and counts five, nine, ten, eleven, and thirteen as to Diaz, to the extent those claims are based on Diaz's rights and responsibilities under the Employment Agreement subject to arbitration. The court further ordered that Counterdefendants' Motion to Dismiss was granted in part and denied in part. Equity Incentive Plan On January 30, 2020, the Company adopted the 2019 Equity Incentive Plan (the “Plan”) to provide additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. As of the date of this report the Company has not issued any awards under the Plan. Employment Agreements Except for the following agreements, the Company does not have any written agreements with any of its executive officers. The following discussion is a summary of the material terms of the employment agreements and is subject to the full copy of the respective employment agreement (all capitalized terms not otherwise defined herein are defined in the respective employment agreement): In November 2021 the Company entered into an Amendment to Employment Agreement with our CEO, Wil Ralston (the “Ralston Amendment”). The Ralston Amendment includes the following: (i) that the term of the original employment agreement is extended to May 30, 2024 (automatically be extended for additional three-year periods unless either party has provided written termination at least 90 days prior to the expiration of such Term), (ii) Base Salary equal to Two Hundred Eighty Thousand Dollars ($280,000.00) per year, with a minimum automatic Cost of Living increase of 3.0% per year, beginning on January 1, 2022, (iii) one-time cash retention bonus of $5,083,333 and (iv) waiver by Mr. Ralston of any unpaid allowances (estimated $61,500.00) afforded to Mr. Ralston through October 31, 2021 In November 2021 the Company entered into an Amendment to Employment Agreement with Corey Lambrecht (the “Lambrecht Amendment”). The Lambrecht Amendment includes the following: (i) that the term of the original employment agreement is extended to November 23, 2023 (automatically be extended for additional three-year periods unless either party has provided written termination at least 90 days prior to the expiration of such Term), (ii) Base Salary equal to Two Hundred Twenty Five Thousand Dollars ($225,000.00) per year, with a minimum automatic Cost of Living increase of 3.0% per year, beginning on January 1, 2022, (iii) one-time cash retention bonus equal to twenty percent (20%) of the Base Salary, and (iv) waiver by Mr. Lambrecht of any unpaid compensation owed by the Company through October 31, 2021. On January 17, 2020 the Company entered into an employment agreement with Corey Lambrecht to serve as the Chief Financial Officer. The term is for a period of one year; salary is Eighty Thousand Dollars ($80,000.00) per year; if employment is terminated as a result of his death or Disability, the Company shall pay the Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to $40,000 (at the time his Death or Disability occurs) within 30 days of his Death or Disability; If employment is terminated by the Board for Cause, then the Company shall pay the Base Salary and Bonus earned through the date of his termination; If employment is terminated by the upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Base Salary for a period of six (6) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iii) pay the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination. |
REVENUE CLASSES AND CONCENTRATI
REVENUE CLASSES AND CONCENTRATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE CLASSES AND CONCENTRATIONS | ||
REVENUE CLASSES AND CONCENTRATIONS | NOTE 9 - 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, 2022 2021 Revenue by product/service lines: Retail $ 1,502,204 $ 166,875 Distribution 493 397 Services 48,845 71,741 Total $ 1,551,542 $ 239,013 Revenue by subsidiary: SinglePoint (parent company) $ 6,403 $ 7,948 Direct Solar America - 61,241 DIGS 2,527 7,656 EnergyWyze 48,845 10,500 Box Pure Aire 1,493,767 151,668 Total $ 1,551,542 $ 239,013 One customer comprised 94% of the Company’s revenue for the three months ended March 31, 2022. No customers comprised 10% or greater of the Company’s revenue for the three months ended March 31, 2021. | NOTE 9 - REVENUE CLASSES AND CONCENTRATIONS Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows: Year Ended December 31, Year Ended December 31, 2021 2020 Revenue by product/service lines: Retail $ 405,970 $ 85,428 Distribution 15,591 138,809 Services 387,341 2,653,924 Total $ 808,902 $ 2,878,161 Revenue by subsidiary: Singlepoint (parent company) $ 35,326 $ 184,561 Direct Solar America 241,042 2,653,924 DIGS 37,358 39,676 Energywyze 146,299 - Box Pure Air 348,877 - Total $ 808,902 $ 2,878,161 No customer comprised more than 10% of the Company’s revenue for years ended December 31, 2021. Two customers comprised approximately 38% and 27% of the Company’s revenue for the year ended December 31, 2020. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 10 – INCOME TAXES The components of income tax expense for the years ended December 31, 2021, and 2020 consist of the following: 2021 2020 Federal tax statutory rate 21.0 % 21.0 % Permanent differences (0.2 )% (0 )% Temporary differences (2.9 )% (0 )% Valuation allowance (17.9 )% (21.0 )% Effective rate 0 % 0 % Significant components of the Company’s estimated deferred tax assets and liabilities as of December 31, 2021, and 2020 are as follows: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 2,440,000 $ 2,024,000 Temporary differences (160,000 ) 457,000 Total deferred tax asset 2,280,000 2,481,000 Valuation allowance (2,280,000 ) (2,481,000 ) $ - $ - The Company has net operating losses (“NOLs”) as of December 31, 2021, of approximately $13,300,000 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, 2021 and 2020 due to the net losses and full valuation allowances against net deferred tax assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS Frontline On April 5, 2022, the Company entered into a purchase agreement pursuant to which the Company can acquire an all of the outstanding membership interests of Frontline Power Solutions, LLC (“Frontline”). Frontline provides its clients with wholesale power in a collection of unregulated energy markets throughout the United States. The aggregate purchase price is $750,000 (the “Purchase Consideration”). The closing of the aforementioned transaction (the “Closing”) is subject to the satisfaction (or waiver) of certain conditions as of the Closing including but not limited to: completion of due diligence of Frontline by the Company. Upon Closing, the Purchase Consideration will be payable through a combination of cash and issuance of shares of common stock. GHS Purchase Agreement On April 7, 2022, the Company entered a Securities Purchase Agreement (the “GHS Purchase Agreement”) with GHS whereby GHS agreed to purchase, in tranches, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the Company’s Class E Preferred Stock in exchange for One Thousand Five Hundred (1,500) shares of Class E Preferred Stock in three separate tranches. The first tranche (the “Initial Closing Date”), occurred promptly upon execution of the GHS Purchase Agreement, was the purchase of Seven Hundred Seven (707) shares of Class E Preferred Stock for Seven Hundred Seven Thousand Dollars ($707,000). The second tranche, thirty (30) calendar days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in the GHS Purchase Agreement, is the purchase of Five Hundred (500) shares of Class E Preferred Stock for Five Hundred Thousand Dollars ($500,000), and the third tranche, scheduled sixty (60) calendar days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in the GHS Purchase Agreement, is the purchase of Two Hundred Ninety Three (293) shares of Class E Preferred Stock for Two Hundred Ninety Three Thousand Dollars ($293,000). In addition, the Company issued GHS: fifty shares of Class E Preferred Stock upon the Initial Closing Date as an equity incentive, and warrants to purchase 4,129,091 shares of its common stock at a purchase price of $0.11 per share for a period of five years. Boston Solar On April 21, 2022 the Company purchased an aggregate of 80.1% of the outstanding membership interests (the “Purchased Interests”) of The Boston Solar Company LLC (“Boston Solar”). The aggregate purchase price for the Purchased Interests is $6,453,608 excluding closing adjustments for working capital, debt reduction, and other holdbacks, payable as follows: approximately $1,341,579 paid in cash at closing, issuance of a 36 month convertible seller note of $1,940,423 convertible into shares of the Company’s restricted common stock based on the 60 day volume weighted price average of the Common Stock prior to such time, an aggregate of 2,005,134 shares of Company’s restricted common stock , and the issuance of a two promissory notes in the aggregate principal amount of $1,976,016. Purchase Agreement On April 21, 2022, the Company entered a Securities Purchase Agreement (the “Purchase Agreement”) with Cameron Bridge LLC, Target Capital LLC, and Walleye Opportunities Master Fund Ltd. (collectively the “Investors”), whereby the Investors purchased from the Company, and the Company issued, an aggregate principal amount of $4,885,354 of 15% original issue discount convertible promissory notes (each, a “Note” and collectively, the “Notes”), and (ii) warrants to purchase shares of Common Stock of the Company (each, a “Warrant” and collectively, the “Warrants”). Pursuant to the terms of the Purchase Agreement the Company (and or The Boston Solar Company LLC (“Boston Solar”) also entered into the following agreements (also collectively referred to as the “Transaction Documents”): Registration Rights Agreement, Assignment of Boston Solar Membership Interest, Guarantor Security Agreement, Guaranty, and Pledge and Escrow Agreement. Below is a summary description of the material terms of the Purchase Agreement (all capitalized terms not otherwise defined herein shall have that definition assigned to it as per the Purchase Agreement). In order to secure the full and timely payment and performance of all of the Company’s Obligations to the Investors under the Transaction Documents, the Company agreed to transfer, pledge, assign, and grant to the Investors a continuing lien and security interest in all right, title and interest of the Company’s 80.1% of the issued and outstanding Membership Interests of Boston Solar. Boston Solar guaranteed the obligations of the Company under the Notes and granted the Investors a security interest in and pledged its assets as collateral for the Notes, in the event of a default on the terms of the Notes. The Company agreed that it will prepare and, as soon as practicable, but in no event later than the Filing Deadline (as defined below), file with the Commission a registration statement; registering for resale (a) at least the number of shares of Common Stock equal to 125% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the Notes at the initial conversion price thereof, and (b) 100% of the Warrant Shares (the “Initial Required Registration Amount”). The Registration Statement filed hereunder shall be on Form S-1 in connection with the Liquidity Event. ”Filing Deadline” means: (i) with respect to the Initial Registration Statement, the earlier of (a) the date that a Registration Statement is filed in connection with the Liquidity Event and (b) 180 days. Each Note was designated as a 15% Convertible Promissory Note due the earlier of January 21, 2023 or upon the occurrence of the Liquidity Event. Upon an Event of Default, interest on the Notes immediately accrues thereafter at a rate equal to 18% per annum which shall be paid in cash monthly until the Default is cured. The Company shall have the option to prepay the Notes at any time after the Original Issue Date prior to or on the Maturity Date at an amount equal to 120% of the Prepayment Amount. Upon or following the occurrence of a Liquidity Event or an Event of Default, at the option of the holder, the Notes are convertible into Conversion Shares. The number of Conversion Shares to be issued upon each conversion is determined by dividing the Conversion Amount by the applicable Conversion Price then in effect, if the holder does not exercise its option to convert this Note upon or following the occurrence of a Liquidity Event, the Company shall be required to pay the amounts owing thereunder on the Liquidity Date in cash, as required therein. The Company shall not affect any conversion of the Notes, and a holder shall not have the right to convert any portion of the Notes, to the extent that after giving effect to the conversion, the holder (together with the holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the holder’s Affiliates would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion thereof. The holder, upon notice to the Company, may increase or decrease such percentage, but in no event shall it exceed 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Note held by the holder. | NOTE 11 - SUBSEQUENT EVENTS On January 6, 2022, 114,117 shares of Class A Preferred Stock were converted into 2,852,925 shares of common stock by a former officer and director. On January 3, 2022, February 1, 2022, and February 15, 2022, 1,620,000 shares, 2,012,390 shares, and 3,000,000 shares, respectively, of common stock were issued to GHS Investments LLC, pursuant to the Form S-1 Registration Statement filed by the Company in October 2021. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | The accompanying condensed consolidated contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of March 31, 2022, and December 31, 2021, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K for the year ended December 31, 2021, and our other reports on file with the Securities and Exchange Commission (“SEC”). | The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Principles of Consolidation | The consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of March 31, 2022, and December 31, 2021, and for the three months ended March 31, 2022 and 2021. All significant intercompany transactions have been eliminated in consolidation. On April 7, 2021, we completed the spin-off of 1606 Corp. whereby each holder of common stock and Class A Preferred Stock of the Company received one share of unregistered and restricted common stock and Class A Preferred Stock of 1606 Corp. for each such share owned of the Company. Inventory of $63,456 went to 1606 Corp. in exchange for a note receivable. All 1606 Corp. brand, web, social, and media content, were included with the spin out for the business to be a fully operational entity at time of completion. | The consolidated financial statements include the accounts of Singlepoint, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of December 31, 2021, and December 31, 2020, and for the years then ended. All significant intercompany transactions have been eliminated in consolidation. On April 7, 2021, we completed the spin-off of 1606 Corp. whereby each holder of common stock and Class A Preferred Stock of the Company received one share of unregistered and restricted common stock and Class A Preferred Stock of 1606 Corp. for each such share owned of the Company. Inventory of $63,456 went to 1606 Corp. in exchange for a note receivable. All 1606 Corp. brand, web, social, and media content, were included with the spin out for the business to be a fully operational entity at time of completion. |
Reverse stock-split | On March 26, 2021, we affected a 1 for 75 reverse stock split of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect this reverse stock split for all periods presented. | On March 26, 2021, we affected a 1 for 75 reverse stock splits of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect this reverse stock split for all periods presented. |
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. | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. |
Cash 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, 2022. | 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 December 31, 2021. |
Revenues | The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS), (2) Distribution (1606 and related products through the date of spin-off, DIGS) and, (3) Services Revenue (Direct Solar, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Direct Solar America (4) EnergyWyze (5) Box Pure Air | |
Retail sales | Retail Sales. | |
Distribution Revenue | Distribution Revenue. | |
Services Revenue | Services Revenue. | |
Returns and other adjustments | The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately debits net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates on product revenues during the quarter ended March 31, 2022, are not material. | The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately debits net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates on product revenues during the year ended December 31, 2021, and 2020 are not material. |
Convertible Instruments | The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Committee (“ASC”) 815 “Derivatives and Hedging”. It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption | |
Leases | ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. | ASC 842 requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
Income Taxes | The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. | The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward. |
Earnings (loss) Per Common Share | Basic 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 Preferred Stock Classes. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Three Months Ended Three Months Ended March 31, March 31, 2022 2021 Class A Preferred Stock 1,405,972,450 1,475,000,000 Class B Preferred Stock 314,754 2,675,410 Class C Preferred Stock 747,540 747,540 Class D Preferred Stock 1,395,349 1,395,349 Convertible notes 20,000 20,000 Warrants - 10,000,000 Potentially dilutive securities 1,408,450,093 1,489,838,299 | Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares. The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares: Year Ended Year Ended December 31, December 31, 2021 2020 Class A Preferred Stock 1,408,825,375 1,500,000,000 Class B Preferred Stock 314,754 2,675,410 Class C Preferred Stock 747,540 Class D Preferred Stock 1,395,349 Convertible notes 20,000 20,000 Warrants - 10,000,000 Potentially dilutive securities 1,411,303,018 1,512,695,410 |
Warrant settlement | In July 2021 the Company entered into agreements with two entities relating to prior notes held by such entities. These agreements provide for the cancellation of all outstanding warrants held by such entities and the issuance of an aggregate of 5,700,000 shares of common stock of the Company. | In July 2021 the Company entered into agreements with two entities relating to prior notes held by such entities. These agreements provide for the cancellation of all outstanding warrants and to purchase an aggregate of 5,700,000 shares of common stock of the Company. |
Fair Value Measurements | Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – December 31, 2020 $ 588,637 $ - $ - $ 588,637 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2020: Derivative Liability Balance, December 31, 2019 2,813,150 Additions recognized as debt discount 984,801 Derivative liability settlements (3,053,213 ) Mark-to-market at December 31, 2020 (744,738 ) Balance, December 31, 2020 $ - Net income for the year included in earnings relating to the liabilities held at December 31, 2020 $ 744,738 On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. As of December 31, 2019, the Company had an investment in equity securities that did not have a readily determinable fair value, or “RDFV”. This investment was assessed and measured at fair value that was determined to be zero. As of March 31, 2021, and December 31 st Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – March 31, 2022 $ - $ - $ - $ - Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – March 31, 2021 $ 547,010 $ - $ - $ 547,010 | On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. The Company’s derivative liabilities have been valued as Level 3 instruments which were settled in fiscal 2020. As of December 31, 2020, the Company had an investment in equity securities that did meet the standards for a readily determinable fair value (“RDFV”) and had been valued as Level 1 instruments. For the year ended December 31, 2020, a net gain of $807,511 was recognized related to the fair value measurement of these equity securities. Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – December 31, 2021 $ - $ - $ - $ - |
Recently Issued Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017- 04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company's fiscal year beginning March 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Under the amendments in ASU 2017- 04, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU 2017-04 requires any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. We adopted ASU 2017-04 effective March 1, 2020 (the first quarter of our 2021 fiscal year). |
Subsequent Events | Other than the events described in Note 10, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. | 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. |
Revenues | The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. The Company uses three categories for disaggregated revenue classification: (1) Retail Sales (Box Pure Air, DIGS), (2) Distribution (1606 and related products through the date of the spin-off, DIGS) and, (3) Services Revenue (Direct Solar, EnergyWyze). Additionally, the Company also disaggregates revenue by subsidiary: (1) Singlepoint (parent company) (2) Direct Solar America (3) EnergyWyze (4) Box Pure Air Retail Sales. Distribution Revenue. Services Revenue. | |
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 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of derivative liabilities at fair value | Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – March 31, 2022 $ - $ - $ - $ - Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – March 31, 2021 $ 547,010 $ - $ - $ 547,010 | Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – December 31, 2021 $ - $ - $ - $ - Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability and equity securities – December 31, 2020 $ 588,637 $ - $ - $ 588,637 |
Schedule of antidilutive securities excluded from computation of earnings per share | Three Months Ended Three Months Ended March 31, March 31, 2022 2021 Class A Preferred Stock 1,405,972,450 1,475,000,000 Class B Preferred Stock 314,754 2,675,410 Class C Preferred Stock 747,540 747,540 Class D Preferred Stock 1,395,349 1,395,349 Convertible notes 20,000 20,000 Warrants - 10,000,000 Potentially dilutive securities 1,408,450,093 1,489,838,299 | Year Ended Year Ended December 31, December 31, 2021 2020 Class A Preferred Stock 1,408,825,375 1,500,000,000 Class B Preferred Stock 314,754 2,675,410 Class C Preferred Stock 747,540 Class D Preferred Stock 1,395,349 Convertible notes 20,000 20,000 Warrants - 10,000,000 Potentially dilutive securities 1,411,303,018 1,512,695,410 |
Schedule of Changes in the fair value of the Company's Level 3 financial liabilities | Derivative Liability Balance, December 31, 2019 2,813,150 Additions recognized as debt discount 984,801 Derivative liability settlements (3,053,213 ) Mark-to-market at December 31, 2020 (744,738 ) Balance, December 31, 2020 $ - Net income for the year included in earnings relating to the liabilities held at December 31, 2020 $ 744,738 |
INVESTMENTS ACQUISITIONS GOOD_2
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Tables) | ||
Schedule of goodwill | Direct Solar America Box Pure Air EnergyWyze Total Balances at December 31, 2021: 1,212,968 414,151 75,000 1,702,119 Aggregate goodwill acquired - - - - Impairment losses - - - - Balances at March 31, 2022: $ 1,212,968 $ 414,151 $ 75,000 $ 1,702,119 | Direct Solar America Box Pure Air EnergyWyze Total Balances at December 31, 2019: $ 1,966,340 $ - $ - $ 1,966,340 Aggregate goodwill acquired - - - - Goodwill adjustments (72,600 ) - - (72,600 ) Impairment losses - - - - Balances at December 31, 2020: 1,893,740 - - 1,893,740 Aggregate goodwill acquired - 414,151 75,000 489,151 Impairment losses (680,772 ) - - (680,772 ) Balances at December 31, 2021: $ 1,212,968 $ 414,151 $ 75,000 $ 1,702,119 |
Schedule of Fair value of assets acquired | Intangible assets $ - Goodwill 414,151 Current assets - Current liabilities - Total net assets acquired $ 414,151 The purchase price consists of the following: Cash - Common Stock 414,151 Total purchase price $ 414,151 March 31, 2021 Dividend yields 0 % Exercise price based on 10-day VWAP for the common stock $ 1.47 Volatility 136.8 % Risk free rate .18 % | |
Schedule of Proforma Information | Year Ended December 31, 2021 Net revenue $ 466,705 Net loss $ (484,560 ) |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
Schedule of Convertible notes payable | Convertible notes payable consisted of the following: December 31, 2021 December 31, 2020 Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The UAHC Note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The UAHC Note is secured by substantially all assets of the Company. The investor converted a total of $37,767 of principal and accrued interest of this note into 37,767,405 shares of the Company’s common stock. This note was amended on October 12, 2020 whereby the maturity due date was extended to December 31, 2022 with monthly payments required commencing October 1, 2020. A final note settlement agreement was executed on January 27, 2021. - 581,723 Convertible note payable to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees applied to the first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the year ended December 31, 2019. The investor converted a total of $458,360 of principal and accrued interest of this note into 214,880,617 shares of the Company’s common stock and was repaid $194,637 by the Company during the year ended December 31, 2020. The Iliad Note is secured by substantially all assets of the Company. This note was amended on October 12, 2020 whereby the maturity due date was extended to December 31, 2022 with monthly payments required commencing October 1, 2020. A final note settlement agreement was executed on January 27, 2021. - 1,842,003 Convertible note payable with an accredited investor dated October 31, 2016, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default. $ 10,500 $ 10,500 Total convertible notes payable 10,500 3,225,225 Less debt discounts - (1,154,327 ) Convertible notes payable, net 10,500 2,070,898 Less current portion of convertible notes, net (10,500 ) (2,070,898 ) Long-term convertible notes payable, net $ - $ - |
OBLIGATIONS UNDER CAPITAL LEASE
OBLIGATIONS UNDER CAPITAL LEASE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
OBLIGATIONS UNDER CAPITAL LEASE (Tables) | ||
Summary of property held under capital leases | March 31, December 31, 2022 2021 Office and warehouse facilities $ 172,026 $ 172,026 Accumulated amortization (145,561 ) (137,621 ) Total $ 26,465 $ 34,405 | December 31, December 31, 2021 2020 Office and warehouse facilities $ 172,026 $ 224,037 Accumulated amortization (137,621 ) (144,870 ) Total $ 34,405 $ 79,167 |
Summary of Future maturities of obligations | Twelve months ending December 31, 2022 $ 45,020 2023 3,758 2024 - Total minimum lease payments 48,778 Amounts representing interest (1,261 ) $ 47,517 |
REVENUE CLASSES AND CONCENTRA_2
REVENUE CLASSES AND CONCENTRATIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE CLASSES AND CONCENTRATIONS (Tables) | ||
Summary of operating revenue for disaggregated revenue purposes | Three Months Ended March 31, Three Months Ended March 31, 2022 2021 Revenue by product/service lines: Retail $ 1,502,204 $ 166,875 Distribution 493 397 Services 48,845 71,741 Total $ 1,551,542 $ 239,013 Revenue by subsidiary: SinglePoint (parent company) $ 6,403 $ 7,948 Direct Solar America - 61,241 DIGS 2,527 7,656 EnergyWyze 48,845 10,500 Box Pure Aire 1,493,767 151,668 Total $ 1,551,542 $ 239,013 | Year Ended December 31, Year Ended December 31, 2021 2020 Revenue by product/service lines: Retail $ 405,970 $ 85,428 Distribution 15,591 138,809 Services 387,341 2,653,924 Total $ 808,902 $ 2,878,161 Revenue by subsidiary: Singlepoint (parent company) $ 35,326 $ 184,561 Direct Solar America 241,042 2,653,924 DIGS 37,358 39,676 Energywyze 146,299 - Box Pure Air 348,877 - Total $ 808,902 $ 2,878,161 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of components of income tax expense | 2021 2020 Federal tax statutory rate 21.0 % 21.0 % Permanent differences (0.2 )% (0 )% Temporary differences (2.9 )% (0 )% Valuation allowance (17.9 )% (21.0 )% Effective rate 0 % 0 % |
Schedule of deferred tax assets and liabilities | 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 2,440,000 $ 2,024,000 Temporary differences (160,000 ) 457,000 Total deferred tax asset 2,280,000 2,481,000 Valuation allowance (2,280,000 ) (2,481,000 ) $ - $ - |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Feb. 26, 2021 | Feb. 12, 2021 | Jan. 26, 2021 | Dec. 31, 2020 | |
Cash | $ 120,086 | $ 191,485 | $ 198,473 | |||
Working Capital Deficit | $ 2,748,737 | 1,714,938 | ||||
Membership interest | 51% | |||||
NET INCOME (LOSS) | $ (1,497,773) | $ 5,373,015 | ||||
Equity ownership, percentage | 51% | |||||
Energy Wyze, LLC [Member] | ||||||
Membership interest | 100% | |||||
Preferred Stock Class A | ||||||
Equity ownership, percentage | 51% | 51% | ||||
Class C Convertible Preferred Stock [Member] | ||||||
Membership interest | 51% | |||||
Class D convertible preferred stock [Member] | ||||||
Membership interest | 90% | 90% | ||||
Undesignated Preferred Stock [Member] | ||||||
Membership interest | 100% | 100% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Potentially dilutive securities | 1,408,450,093 | 1,489,838,299 | 1,411,303,018 | 1,512,695,410 |
Warrants | ||||
Potentially dilutive securities | 0 | 10,000,000 | 10,000,000 | |
Class B Preferred Stock | ||||
Potentially dilutive securities | 314,754 | 2,675,410 | 314,754 | 2,675,410 |
Class D Preferred Stock | ||||
Potentially dilutive securities | 1,395,349 | 1,395,349 | 1,395,349 | |
Class C Preferred Stock | ||||
Potentially dilutive securities | 747,540 | 747,540 | 747,540 | |
Convertible Notes | ||||
Potentially dilutive securities | 20,000 | 20,000 | 20,000 | 20,000 |
Class A Preferred Stock | ||||
Potentially dilutive securities | 1,405,972,450 | 1,475,000,000 | 1,408,825,375 | 1,500,000,000 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair value of convertible notes derivative liability | $ 0 | $ 0 | $ 547,010 | $ 588,637 |
Level 2 | ||||
Fair value of convertible notes derivative liability | 0 | 0 | 0 | 0 |
Level 3 | ||||
Fair value of convertible notes derivative liability | 0 | 0 | 0 | 0 |
Level 1 | ||||
Fair value of convertible notes derivative liability | $ 0 | $ 0 | $ 547,010 | $ 588,637 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - Convertible Class B Preferred Stock [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Derivative liability, Balance, December 31, 2019 | $ 2,813,150 |
Derivative liability, Additions recognized as debt discount | 984,801 |
Derivative liability settlements | (3,053,213) |
Mark-to-market at December 31, 2020 | (744,738) |
Balance, December 31, 2020 | 0 |
Net income for the year included in earnings relating to the liabilities held at December 31, 2020 | $ 744,738 |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cancellation of outstanding warrants to purchase aggregate shares of common stock | 5,700,000 | ||||
Fair value of equity securities | $ 41,627 | ||||
Convertible Class B Preferred Stock [Member] | |||||
Cancellation of outstanding warrants to purchase aggregate shares of common stock | 5,700,000 | ||||
Inventory amount in exchange for notes receivable | $ 63,456 | $ 63,456 | |||
Reverse Stock-split description | 1 for 75 reverse stock split of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. | On March 26, 2021, we affected a 1 for 75 reverse stock splits of our common stock. At the effective time of the reverse stock split, every 75 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. | |||
Net gain | $ 807,511 |
INVESTMENTS ACQUISITIONS GOOD_3
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill beginning | $ 1,702,119 | $ 1,893,740 | $ 1,966,340 |
Aggregate goodwill acquired | 0 | 489,151 | 0 |
Impairment losses | 0 | (680,772) | 0 |
Goodwill adjustments | 72,600 | ||
Goodwill Ending | 1,702,119 | 1,702,119 | 1,893,740 |
EnergyWyze [Member] | |||
Goodwill beginning | 75,000 | 0 | 0 |
Aggregate goodwill acquired | 0 | 75,000 | 0 |
Impairment losses | 0 | 0 | 0 |
Goodwill adjustments | 0 | 0 | |
Goodwill Ending | 75,000 | 75,000 | 0 |
Box Pure Air | |||
Goodwill beginning | 414,151 | 0 | 0 |
Aggregate goodwill acquired | 0 | 0 | 0 |
Impairment losses | 0 | 0 | 0 |
Goodwill adjustments | 0 | 0 | |
Goodwill Ending | 414,151 | 414,151 | 0 |
Direct Solar America [Member] | |||
Goodwill beginning | 1,212,968 | 1,893,740 | 1,966,340 |
Aggregate goodwill acquired | 0 | 0 | 0 |
Impairment losses | 0 | (680,772) | 0 |
Goodwill adjustments | (72,600) | ||
Goodwill Ending | $ 1,212,968 | $ 1,212,968 | $ 1,893,740 |
INVESTMENTS ACQUISITIONS GOOD_4
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | $ 382,767 | $ 517,174 | $ 270,131 |
Current liabilities | 3,131,504 | 2,232,112 | 5,916,339 |
Cash | $ 120,086 | 191,485 | $ 198,473 |
Box Pure Air, LLC | |||
Intangible assets | 0 | ||
Goodwill | 414,151 | ||
Current assets | 0 | ||
Current liabilities | 0 | ||
Total net assets acquired | 414,151 | ||
Cash | $ 0 | ||
Common Stock | 414,151 | ||
Total purchase price | $ 414,151 |
INVESTMENTS ACQUISITIONS GOOD_5
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSET (Details 2) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Tables) | |
Dividend yields | 0% |
Exercise price based on 10-day VWAP for the common stock | $ 1.47 |
Volatility | 136.80% |
Risk free rate | 0.18% |
INVESTMENTS ACQUISITIONS GOOD_6
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Details 3) - Class A Convertible Preferred Stock [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Net revenue | $ 466,705 |
Net loss | $ (484,560) |
INVESTMENTS ACQUISITIONS GOOD_7
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Feb. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 26, 2021 | |
Fair value of purchase consideration | $ 339,599 | ||||||
Fair value acquisition | $ 25,000 | ||||||
Short-term liability | $ 50,000 | $ 50,000 | |||||
Description of vesting schedule | The vesting schedule shall be as follows: $50,000 USD shall vest on July 1, 2021, and $100,000 USD, representing the remaining balance, shall be divided into ten equal amounts and will vest on quarterly basis over the next 10 quarters post the initial vesting period of July 1, 2021. | ||||||
Purchase price recorded value | $ 450,000 | ||||||
Net initial discount on purchase price | 110,401 | ||||||
Investments recorded using the cash method | 0 | $ 35,000 | |||||
Post acquisition services payment | 450,000 | ||||||
Fair value of black scholes model | 450,000 | ||||||
Investments in equity securities using the fair value method | 0 | 588,637 | |||||
Intangible assets, net | $ 34,485 | $ 49,005 | |||||
Membership interest | 51% | ||||||
Common Stock Shares Issued | 69,771,239 | 58,785,924 | 33,075,711 | ||||
Revenues | $ 1,551,542 | $ 239,013 | $ 808,902 | $ 2,878,161 | |||
Undesignated Preferred Stock [Member] | |||||||
Membership interest | 100% | 100% | |||||
Revenues | 240,965 | ||||||
Net loss | (458,625) | ||||||
Debt paid | $ 25,000 | ||||||
Balance outstanding | 50,000 | ||||||
Shares allocated equally | $ 150,000 | ||||||
Vesting Period | 3 years | ||||||
Class A Convertible Preferred Stocks [Member] | |||||||
Goodwill and Intangible Asset Impairment | $ 680,772 | $ 680,772 | |||||
Goodwill adjustment | 72,600 | 72,600 | |||||
Gross intangible assets | 72,600 | 34,485 | |||||
Amortization | $ 14,520 | $ 14,520 | |||||
Useful Life | 5 years | 5 years | |||||
Purchase consideration price | $ 414,151 | $ 450,000 | |||||
Membership interest | 51% | ||||||
Common Stock Shares Issued | 168,350 | ||||||
Revenues | 348,877 | ||||||
Net loss | 581,344 | ||||||
Contributed net loss | $ 284,859 | ||||||
Purchase price consideration | $ 414,151 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Less debt discounts | $ 0 | $ (1,154,327) |
Convertible notes payable, net | 10,500 | 2,070,898 |
Less current portion of convertible notes | (10,500) | (2,070,898) |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable | 0 | 581,723 |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable | 0 | 1,842,003 |
Convertible Notes Payable Four [Member] | ||
Total convertible notes payable | 10,500 | 10,500 |
Convertible Notes Payable Three [Member] | ||
Total convertible notes payable | $ 0 | $ 0 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | May 22, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2016 | |
Interest Rate | 0% | ||||||
Convertible per share | $ 0.525 | ||||||
Interest expenses | $ 17,744 | $ 306,158 | |||||
Accured Interest | 0 | 581,366 | |||||
Current portion of convertible notes payable, net of debt discount | $ 10,500 | 1,020,350 | 372,232 | ||||
Amortization of debt discounts | 6,159 | $ 0 | 0 | 2,174,273 | |||
Short-term notes payable | $ 1,282,290 | 1,020,350 | 372,232 | ||||
Loan proceeds | $ 0 | $ 320,500 | |||||
Note Purchase Agreement [Member] | |||||||
Promissory note, Principal amount | $ 1,580,000 | ||||||
Interest rate | 8% | ||||||
Cash payments (Quarterly) | $ 250,000 | ||||||
Aggregate amount required during each quarter | 250,000 | ||||||
Aggregate amount required during each quarter (Minimum payment) | $ 50,000 | ||||||
SinglePoint Direct Solar [Member] | Promissory Note [Member] | |||||||
Debt instrument, maturity date descriptions | dated May 22, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company | due in 18 monthly installments beginning December | |||||
Debt instrument, principal amount | $ 311,070 | ||||||
Debt instrument, interest rate | 1% | ||||||
EIDL [Member] | |||||||
Interest Rate | 3.75% | ||||||
Short-term notes payable | $ 8,041 | $ 141,959 | |||||
Loan proceeds | $ 150,000 | ||||||
Debt instrument, maturity term | 30 years | ||||||
Debt instrument, maturity date descriptions | a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $731 beginning May 1, 2021. | ||||||
Monthly Installment | $ 731 | ||||||
May, 2020 [Member] | Short Term Notes Payable [Member] | |||||||
Debt instrument, principal amount | 312,300 | ||||||
Proceeds from loan payable | $ 332,737 | ||||||
Debt instrument, maturity date | May 07, 2022 | ||||||
Undesignated Preferred Stock [Member] | |||||||
Short-term notes payable | $ 60,371 | ||||||
Fair value of consideration | 339,599 | 339,599 | |||||
Purchase consideration | 450,000 | 450,000 | |||||
Remaining Purchase consideration | $ 120,741 | ||||||
Long-term notes-payable | 60,370 | ||||||
Balance outstanding | $ 50,000 |
OBLIGATIONS UNDER CAPITAL LEA_2
OBLIGATIONS UNDER CAPITAL LEASE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Office and warehouse facilities | $ 172,026 | $ 172,026 | |
Accumulated amortization | (145,561) | (137,621) | |
Total | 26,465 | 34,405 | |
Property, net | $ 38,910 | 54,105 | $ 79,167 |
Office and warehouse facilities [Member] | |||
Property, net | 172,026 | 224,037 | |
Accumulated Amortization [Member] | |||
Property, net | 137,621 | 144,870 | |
Total [Member] | |||
Property, net | $ 34,405 | $ 79,167 |
OBLIGATIONS UNDER CAPITAL LEA_3
OBLIGATIONS UNDER CAPITAL LEASE (Details 1) | Sep. 30, 2021 USD ($) |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details) | |
2022 | $ 45,020 |
2023 | 3,758 |
2024 | 0 |
Total minimum lease payments | 48,778 |
Amounts representing interest | (1,261) |
Lease payment due | $ 47,517 |
OBLIGATIONS UNDER CAPITAL LEA_4
OBLIGATIONS UNDER CAPITAL LEASE (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 02, 2019 USD ($) | Jan. 31, 2023 USD ($) | Feb. 28, 2022 USD ($) | Mar. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) ft² | |
Lease Agreements [Member] | California [Member] | |||||
Monthly rental payment increased | $ 2,400 | ||||
Period of lease | 24 | ||||
Office Space [Member] | |||||
Monthly rental payment | $ 3,688 | $ 3,758 | |||
Monthly rental payment increased | $ 3,688 | $ 3,758 | |||
Office Space [Member] | Lease Agreements [Member] | |||||
Area leased | ft² | 1,400 | 1,400 | |||
Address of property | 2999 North 44th Street, Phoenix, Arizona 85018 | 2999 North 44th Street, Phoenix, Arizona 85018 | |||
Box Pure Air | |||||
Monthly rental payment | $ 2,567 | ||||
Monthly rental payment increased | $ 4,408 | ||||
Area leased | ft² | 130 | 1,653 | |||
Address of property | 75 Port City Landing #110, Mt. Pleasant , South Carolina 29464 | 145 King Street, Charleston, South Carolina 29401 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Jan. 03, 2022 | Oct. 12, 2021 | Jan. 07, 2021 | Sep. 16, 2021 | May 26, 2021 | Mar. 27, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 15, 2022 | Feb. 01, 2022 | Jan. 06, 2022 | Dec. 10, 2021 | Nov. 24, 2021 | Nov. 17, 2021 | Nov. 15, 2021 | Nov. 01, 2021 | Oct. 22, 2021 | Oct. 07, 2021 | Aug. 21, 2021 | Jul. 14, 2021 | Jul. 01, 2021 | Jun. 30, 2021 | Jun. 24, 2021 | Jun. 18, 2021 | May 18, 2021 | Apr. 30, 2021 | Apr. 02, 2021 | Mar. 31, 2021 | Feb. 08, 2021 | Jan. 26, 2021 | Jan. 22, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | |
Common stock, Shares outstanding | 69,771,239 | 58,785,924 | |||||||||||||||||||||||||||||||
Common stock, Shares issued | 69,771,239 | 58,785,924 | 33,075,711 | ||||||||||||||||||||||||||||||
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Shares Issued | 1,612,593 | 1,788,874 | 1,475,000 | 809,110 | 655,936 | 1,854,050 | 4,225,000 | 1,375,000 | 362,987 | 1,744,343 | |||||||||||||||||||||||
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||||||||||||||||
Common stock, Shares outstanding | 69,771,239 | 58,785,924 | 33,075,711 | ||||||||||||||||||||||||||||||
Common stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ||||||||||||||||||||||||||||||
Common stock issued for service, shares | 66,667 | 66,667 | |||||||||||||||||||||||||||||||
Common stock, price per share | $ 0.27 | $ 0.538 | |||||||||||||||||||||||||||||||
Common stock issued for service, amount | $ 18,000 | $ 35,866 | |||||||||||||||||||||||||||||||
Preferred shares issued, amount | $ 2,750,000 | ||||||||||||||||||||||||||||||||
GHS Investments | |||||||||||||||||||||||||||||||||
Shares Issued | 2,852,925 | 2,000 | 2,000 | 250 | 510 | ||||||||||||||||||||||||||||
Former Officer | |||||||||||||||||||||||||||||||||
Shares Issued | 350,000 | 2,427,700 | 87,776 | 292,875 | |||||||||||||||||||||||||||||
GHS [Member] | |||||||||||||||||||||||||||||||||
Equity Financing Agreement, description | The purchase price of the shares of Common Stock contained in a Put will be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the five consecutive trading days preceding the receipt by GHS of the applicable Put notice. Such sales of Common Stock by the Company, if any, may occur from time to time, at the Company’s option, during the Contract Period. Subject to the satisfaction of certain conditions set forth in the Equity Financing Agreement, on each Put the Company will deliver an amount of Shares equaling one hundred and twelve percent (112%) of the dollar amount of each Put. The maximum dollar amount of each Put will not exceed two hundred percent (200%) of the average daily trading dollar volume for the Company’s Common Stock during the ten (10) trading days preceding the Trading day that GHS receives a Put. No Put will be made in an amount equaling less than ten thousand dollars ($10,000) or greater than three million dollars ($3,000,000). Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time. The Equity Financing Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; on the date that is twelve (12) calendar months from the date the Equity Financing Agreement was executed. | ||||||||||||||||||||||||||||||||
convertible Debt Settlement Agreement | |||||||||||||||||||||||||||||||||
Shares Issued | 1,733,333 | ||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||
Common stock issued for service, shares | 10,000,000 | ||||||||||||||||||||||||||||||||
Box Pure Air | |||||||||||||||||||||||||||||||||
Shares Issued | 168,350 | 3,000,000 | 2,012,390 | ||||||||||||||||||||||||||||||
Purchase consideration of common stock | $ 500,000 | ||||||||||||||||||||||||||||||||
Ownership percentage | 51% | ||||||||||||||||||||||||||||||||
Class D convertible preferred stock [Member] | |||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 2,000 | 2,000 | 0 | ||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 2,000 | 2,000 | 0 | ||||||||||||||||||||||||||||||
Preferred stock, Shares authorized | 2,000 | 2,000 | 0 | ||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Stated Value share of Preferred Stock | $ 1.73 | ||||||||||||||||||||||||||||||||
Description of material rights | If all of the Class D Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class D Preferred Stock upon three (3) business days’ of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends | ||||||||||||||||||||||||||||||||
Undesignated shares | 2,000 | ||||||||||||||||||||||||||||||||
Undesignated and unissued shares | 39,995,000 | ||||||||||||||||||||||||||||||||
Description of subsequent financing | Subsequent Financing on a $1.00 for $1.00 basis | ||||||||||||||||||||||||||||||||
Class A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Shares Issued | 14,000 | 97,108 | 333,333 | ||||||||||||||||||||||||||||||
Conversion of preferred shares, shares | 114,117 | ||||||||||||||||||||||||||||||||
Conversion of converted common stock | 1,405,972,450 | 1,408,825,375 | |||||||||||||||||||||||||||||||
Preferred shares issued, shares | 56,238,898 | 56,353,015 | 60,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 56,238,898 | 56,353,015 | 60,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 | 60,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Class A Preferred Stock [Member] | Two Directors [Member] | |||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 2,461,715 | ||||||||||||||||||||||||||||||||
Class C Preferred Stock | |||||||||||||||||||||||||||||||||
Preferred shares issued, shares | 760 | 760 | |||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 760 | ||||||||||||||||||||||||||||||||
Description of material rights | If all of the Class C Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class C Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends | ||||||||||||||||||||||||||||||||
Undesignated shares | 1,500 | ||||||||||||||||||||||||||||||||
Description of beneficial ownership limitations | Each share of the Class C Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the lesser of (i) (a) $1.22 ; and (b) where applicable, a fixed price equaling ninety percent (90%) of the average daily VWAP for the five (5) trading days following a reverse split | ||||||||||||||||||||||||||||||||
Class B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Shares Issued | 75 | 1,868,853 | |||||||||||||||||||||||||||||||
Conversion of converted common stock | 1,620,000 | 661,765 | |||||||||||||||||||||||||||||||
Preferred shares issued, shares | 48 | 48 | 408 | ||||||||||||||||||||||||||||||
Preferred stock, Shares outstanding | 48 | 408 | |||||||||||||||||||||||||||||||
Preferred stock, Shares authorized | 1,500 | 1,500 | 1,500 | ||||||||||||||||||||||||||||||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||
Stated Value share of Preferred Stock | $ 0.183 | ||||||||||||||||||||||||||||||||
Accrued Interest Lesser | 18% | ||||||||||||||||||||||||||||||||
Description of material rights | If all of the Class B Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class B Preferred Stock upon three (3) business days of written notice at a price equal to one hundred and fifteen percent (115%) of the Stated Value together with any accrued but unpaid dividends | ||||||||||||||||||||||||||||||||
Stated value of preferred stock | $ 1,200 | ||||||||||||||||||||||||||||||||
Undesignated shares | 39,995,000 | ||||||||||||||||||||||||||||||||
Unissued shares | 39,995,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2021 | Mar. 31, 2022 | Jan. 06, 2022 | Dec. 10, 2021 | Nov. 24, 2021 | Nov. 17, 2021 | Nov. 15, 2021 | Nov. 01, 2021 | Oct. 22, 2021 | Oct. 07, 2021 | Aug. 21, 2021 | Jul. 14, 2021 | Jul. 01, 2021 | Jun. 24, 2021 | May 18, 2021 | Apr. 30, 2021 | Apr. 02, 2021 | Mar. 31, 2021 | Feb. 08, 2021 | Jan. 22, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | |
Shares Issued | 1,612,593 | 1,788,874 | 1,475,000 | 809,110 | 655,936 | 1,854,050 | 4,225,000 | 1,375,000 | 362,987 | 1,744,343 | ||||||||||||
Accrued expenses, including accrued officer salaries | $ 512,214 | $ 954,968 | $ 1,661,208 | |||||||||||||||||||
GHS Investments | ||||||||||||||||||||||
Shares Issued | 2,852,925 | 2,000 | 2,000 | 250 | 510 | |||||||||||||||||
Former Officer | ||||||||||||||||||||||
Shares Issued | 2,427,700 | 1,854,050 | 87,776 | |||||||||||||||||||
CEO, CFO and President [Member] | ||||||||||||||||||||||
Accrued expenses, including accrued officer salaries | 116,583 | 111,603 | $ 116,583 | $ 1,005,230 | ||||||||||||||||||
Advances from related parties | 50,000 | |||||||||||||||||||||
EnergyWyze Manager [Member] | ||||||||||||||||||||||
Accrued wages | 109,385 | $ 152,079 | $ 109,385 | |||||||||||||||||||
EnergWyze [Member] | ||||||||||||||||||||||
Shares Issued | 454,164 | |||||||||||||||||||||
Directors [Member] | ||||||||||||||||||||||
Shares Issued | 350,000 | |||||||||||||||||||||
Seperation Agreement [Member] | Mr. Lambrecht [Member] | ||||||||||||||||||||||
Accrued expenses, including accrued officer salaries | 606,372 | |||||||||||||||||||||
Amount paid under agreement | 250,000 | |||||||||||||||||||||
Accrued compensation | $ 764,480 | |||||||||||||||||||||
Shares issued price per share | $ 0.75 | |||||||||||||||||||||
Common stock shares issued, shares | 362,987 | |||||||||||||||||||||
Common stock shares issued, amount | $ 272,240 | |||||||||||||||||||||
Due from related parties | $ 848,612 | |||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||
Debt instrument, principal amount | $ 21,523 | |||||||||||||||||||||
Due date | Sep. 01, 2021 | |||||||||||||||||||||
Debt Instrument first payment | $ 21,523 | |||||||||||||||||||||
Debt instrument, final payment amount | 21,523 | |||||||||||||||||||||
Decrease in current liabilities | $ 547,010 | |||||||||||||||||||||
Class A Convertible Preferred Stock [Member] | ||||||||||||||||||||||
Shares Issued | 14,000 | 97,108 | 333,333 | |||||||||||||||||||
Conversion of preferred shares, shares | 114,117 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Employment Agreement [Member] - USD ($) | 1 Months Ended | |
Nov. 30, 2021 | Jan. 17, 2020 | |
Corey Lambrecht [Member] | ||
Term of agreement | 1 year | |
Renewal term description | If employment is terminated by the upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Base Salary for a period of six (6) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iii) pay the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination. | |
Annual salary | $ 80,000 | |
Mr. Ralston [Member] | ||
Term of agreement | 3 years | |
Renewal term description | the term of the original employment agreement is extended to May 30, 2024 (automatically be extended for additional three-year periods unless either party has provided written termination at least 90 days prior to the expiration of such Term | |
Annual salary | $ 280,000 | |
Increase in living cost percentage | 3% | |
Cash retention bonus | $ 5,083,333 | |
Upaid allowances | $ 61,500 | |
Mr. Lambrecht [Member] | ||
Term of agreement | 3 years | |
Annual salary | $ 225,000 | |
Increase in living cost percentage | 3% | |
Cash retention bonus percentage | 20% |
REVENUE CLASSES AND CONCENTRA_3
REVENUE CLASSES AND CONCENTRATIONS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE CLASSES AND CONCENTRATIONS (Details) | ||||
Retail | $ 1,502,204 | $ 166,875 | $ 405,970 | $ 85,428 |
Distribution | 493 | 397 | 15,591 | 138,809 |
Services | 48,845 | 71,741 | 387,341 | 2,653,924 |
Total | 1,551,542 | 239,013 | 808,902 | 2,878,161 |
Singlepoint (parent company) | 6,403 | 7,948 | 35,326 | 184,561 |
Direct Solar America | 0 | 61,241 | 241,042 | 2,653,924 |
DIGS | 2,527 | 7,656 | 37,358 | 39,676 |
EnergyWyze | 48,845 | 10,500 | 146,299 | 0 |
Box Pure Aire | 1,493,767 | 151,668 | 348,877 | 0 |
Total revenue | $ 1,551,542 | $ 239,013 | $ 808,902 | $ 2,878,161 |
REVENUE CLASSES AND CONCENTRA_4
REVENUE CLASSES AND CONCENTRATIONS (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Percentages of revenue | 10% | 10% | ||
Customer One [Member] | ||||
Percentages of revenue | 94% | 38% | ||
Customer Two [Member] | ||||
Percentages of revenue | 27% |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Federal tax statutory rate | 21% | 21% |
Permanent differences | (0.20%) | 0% |
Temporary differences | (2.90%) | 0% |
Valuation allowance | (17.90%) | (21.00%) |
Effective rate | 0% | 0% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 2,440,000 | $ 2,024,000 |
Temporary differences | (160,000) | 457,000 |
Total deferred tax asset | 2,280,000 | 2,481,000 |
Valuation allowance | $ (2,280,000) | $ (2,481,000) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
INCOME TAXES | |
Net operating losses | $ 13,300,000 |
Operating loss carryforward, expiry year | 2039 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||
Apr. 07, 2022 | Jan. 06, 2022 | Apr. 21, 2022 | Apr. 05, 2022 | Mar. 31, 2022 | Feb. 15, 2022 | Feb. 01, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock, Shares issued | 69,771,239 | 58,785,924 | 33,075,711 | |||||||
Class A Preferred Stock | ||||||||||
Preferred stock shares issued | 114,117 | |||||||||
Common stock issued | 2,852,925 | |||||||||
GHS Investments LLC [Member] | ||||||||||
Securities Purchase Agreement, Description | GHS agreed to purchase, in tranches, up to One Million Five Hundred Thousand Dollars ($1,500,000) of the Company’s Class E Preferred Stock in exchange for One Thousand Five Hundred (1,500) shares of Class E Preferred Stock in three separate tranches. The first tranche (the “Initial Closing Date”), occurred promptly upon execution of the GHS Purchase Agreement, was the purchase of Seven Hundred Seven (707) shares of Class E Preferred Stock for Seven Hundred Seven Thousand Dollars ($707,000). The second tranche, thirty (30) calendar days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in the GHS Purchase Agreement, is the purchase of Five Hundred (500) shares of Class E Preferred Stock for Five Hundred Thousand Dollars ($500,000), and the third tranche, scheduled sixty (60) calendar days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in the GHS Purchase Agreement, is the purchase of Two Hundred Ninety Three (293) shares of Class E Preferred Stock for Two Hundred Ninety Three Thousand Dollars ($293,000). | |||||||||
Warrants to purchase | 4,129,091 | |||||||||
Purchase price | $ 0.11 | |||||||||
Terms | 5 years | |||||||||
Common stock, Shares issued | 3,000,000 | 2,012,390 | 1,620,000 | |||||||
Subsequent Event [Member] | Frontline Power Solutions, LLC [Member] | ||||||||||
Aggregate purchase price | $ 750,000 | |||||||||
Subsequent Event [Member] | Boston Solar Company LLC [Member] | ||||||||||
Purchased Interests | $ 6,453,608 | |||||||||
Paid in cash | 1,341,579 | |||||||||
Convertible seller note | 1,940,423 | |||||||||
Restricted common stock | 2,005,134 | |||||||||
Promissory notes aggregate principal amount | $ 1,976,016 | |||||||||
Outstanding membership interests | 80.10% | |||||||||
Subsequent Event [Member] | Cameron Bridge LLC [Member] | ||||||||||
Discount convertible promissory notes | $ 4,885,354 | |||||||||
Percentage of issue discount convertible promissory notes | 15% | |||||||||
Percentage of issued and outstanding Membership Interests | 80.10% | |||||||||
Agreement condition, description | The Company agreed that it will prepare and, as soon as practicable, but in no event later than the Filing Deadline (as defined below), file with the Commission a registration statement; registering for resale (a) at least the number of shares of Common Stock equal to 125% of the sum of the maximum number of shares of Common Stock issuable upon conversion of the Notes at the initial conversion price thereof, and (b) 100% of the Warrant Shares (the “Initial Required Registration Amount”). The Registration Statement filed hereunder shall be on Form S-1 in connection with the Liquidity Event. ”Filing Deadline” means: (i) with respect to the Initial Registration Statement, the earlier of (a) the date that a Registration Statement is filed in connection with the Liquidity Event and (b) 180 days. | |||||||||
Percentage of designated convertible promissory note | 15% | |||||||||
Percentage of option to Prepayment Amount | 120% | |||||||||
Interest rate | 18% | |||||||||
Notes conversion description | The Company shall not affect any conversion of the Notes, and a holder shall not have the right to convert any portion of the Notes, to the extent that after giving effect to the conversion, the holder (together with the holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the holder’s Affiliates would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion thereof. The holder, upon notice to the Company, may increase or decrease such percentage, but in no event shall it exceed 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Note held by the holder. |