Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Singlepoint Inc. | |
Entity Central Index Key | 0001443611 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 89,940,121 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53425 | |
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 | |
Entity Address Postal Zip Code | 85018 | |
City Area Code | 888 | |
Local Phone Number | 682-7464 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 2,390,474 | $ 191,485 |
Accounts receivable, net | 2,048,464 | 90,763 |
Prepaid expenses | 391,174 | 40,847 |
Inventory | 1,746,242 | 70,250 |
Contract Assets | 251,611 | 0 |
Note receivable from related party | 63,456 | 63,456 |
Current portion of deferred compensation, net of discount | 60,373 | 60,373 |
Total Current Assets | 6,951,794 | 517,174 |
NON-CURRENT ASSETS: | ||
Property, net | 258,426 | 54,105 |
Right of use asset | 1,344,464 | 0 |
Intangible assets, net | 3,520,691 | 34,485 |
Goodwill | 8,487,536 | 1,702,119 |
Deferred compensation, net of current portion | 30,187 | 60,374 |
Total Assets | 20,593,098 | 2,368,257 |
CURRENT LIABILITIES: | ||
Accounts payable | 4,368,172 | 231,816 |
Accrued expenses, including accrued officer salaries | 1,830,245 | 512,214 |
Current portion of convertible notes payable, net of debt discount | 5,720,165 | 10,500 |
Unearned revenue | 4,365,822 | 0 |
Lease liability, current portion | 257,972 | 42,164 |
Advances from related party | 467,124 | 415,068 |
Accrued preferred share dividends | 161,136 | 0 |
Current Portion of notes payable, net of debt discount | 1,684,615 | 1,020,350 |
Total Current Liabilities | 18,855,251 | 2,232,112 |
LONG-TERM LIABILITIES: | ||
Convertible notes payable, net of current portion | 1,092,904 | 0 |
Lease liability, net of current portion | 1,125,435 | 5,353 |
Advances from related party, net of current portion | 498,934 | 602,363 |
Long-term notes payable, net of debt discount | 720,365 | 767,160 |
Total Liabilities | 22,292,889 | 3,606,988 |
Undesignated preferred stock, par value $0.0001; 39,995,000 shares authorized as of June 30, 2022, and December 31, 2021, respectively; | ||
Common stock, par value $0.0001; 5,000,000,000 shares authorized; 89,940,121 and 58,785,924 shares issued and outstanding as of June 30, 2022, and December 31, 2021, respectively | 8,994 | 5,879 |
Additional paid-in capital | 88,993,884 | 85,853,388 |
Accumulated deficit | (91,069,111) | (86,158,902) |
Total Singlepoint Inc. stockholders' equity (deficit) | (2,060,622) | (294,000) |
Non-controlling interest | 360,831 | (944,731) |
Total Stockholders' Equity (Deficit) | (1,699,791) | (1,238,731) |
Total Liabilities and Stockholders' Equity (Deficit) | 20,593,098 | 2,368,257 |
Class C Convertible Preferred Stock [Member] | ||
Undesignated preferred stock, par value $0.0001; 39,995,000 shares authorized as of June 30, 2022, and December 31, 2021, respectively; | ||
Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 56,108,617 and 56,353,015 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Class D Convertible Preferred Stock [Member] | ||
Undesignated preferred stock, par value $0.0001; 39,995,000 shares authorized as of June 30, 2022, and December 31, 2021, respectively; | ||
Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 56,108,617 and 56,353,015 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Class A Convertible Preferred Stock [Member] | ||
Undesignated preferred stock, par value $0.0001; 39,995,000 shares authorized as of June 30, 2022, and December 31, 2021, respectively; | ||
Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 56,108,617 and 56,353,015 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 5,611 | 5,635 |
Class B Convertible Preferred Stock [Member] | ||
Undesignated preferred stock, par value $0.0001; 39,995,000 shares authorized as of June 30, 2022, and December 31, 2021, respectively; | ||
Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 56,108,617 and 56,353,015 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Class E Convertible Preferred Stock [Member] | ||
Undesignated preferred stock, par value $0.0001; 39,995,000 shares authorized as of June 30, 2022, and December 31, 2021, respectively; | ||
Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 56,108,617 and 56,353,015 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, Shares issued | 89,940,121 | 58,785,924 |
Common stock, Shares outstanding | 89,940,121 | 58,785,924 |
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 39,995,000 | 39,995,000 |
Class D Convertible Preferred Stock [Member] | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 2,000 | 2,000 |
Preferred stock, Shares Issued | 2,000 | 2,000 |
Preferred stock, Shares outstanding | 2,000 | 2,000 |
Class B Convertible Preferred Stock [Member] | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,500 | 1,500 |
Preferred stock, Shares Issued | 0 | 48 |
Preferred stock, Shares outstanding | 0 | 48 |
Class E Convertible Preferred Stock [Member] | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,550 | 1,550 |
Preferred stock, Shares Issued | 1,550 | 0 |
Preferred stock, Shares outstanding | 1,550 | 0 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 39,995,000 | 39,995,000 |
Class A Convertible Preferred Stock [Member] | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 60,000,000 | 60,000,000 |
Preferred stock, Shares Issued | 56,108,617 | 56,353,015 |
Preferred stock, Shares outstanding | 56,108,617 | 56,353,015 |
Class C Convertible Preferred Stock [Member] | ||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 1,500 | 1,500 |
Preferred stock, Shares Issued | 282 | 760 |
Preferred stock, Shares outstanding | 282 | 760 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
REVENUE | $ 4,534,681 | $ 454,822 | $ 6,086,223 | $ 693,835 |
Cost of Revenue | 3,204,841 | 302,332 | 4,574,357 | 607,071 |
Gross profit | 1,329,840 | 152,490 | 1,511,866 | 86,764 |
Selling, general and administrative expense ("SG&A") | 4,522,284 | 1,284,232 | 6,141,746 | 2,330,925 |
INCOME (LOSS) FROM OPERATIONS | (3,192,444) | (1,131,742) | (4,629,880) | (2,244,161) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (64,790) | (12,404) | (118,968) | (67,769) |
Amortization of debt discounts | (342,294) | 0 | (348,453) | 0 |
Other Income | 147,039 | 0 | 147,039 | 0 |
Gain (loss) on settlement of debt | 0 | 0 | 0 | (151,727) |
Warrant Expense | 0 | 0 | 0 | 0 |
Gain (loss) on change in fair value of derivative liability and equity securities | 0 | 0 | 0 | (41,627) |
Other income (expense) | (260,045) | (12,404) | (320,382) | (261,123) |
INCOME (LOSS) BEFORE INCOME TAXES | (3,452,489) | (1,144,146) | (4,950,262) | (2,505,284) |
Income taxes | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (3,452,489) | (1,144,146) | (4,950,262) | (2,505,284) |
Loss (income) attributable to non-controlling interests | 125,879 | 145,657 | 201,189 | 365,065 |
NET INCOME (LOSS) ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS | $ (3,326,610) | $ (998,489) | $ (4,749,073) | $ (2,140,219) |
Net income (loss) per share - basic | $ (0.04) | $ (0.03) | $ (0.06) | $ (0.06) |
Weighted average number of common shares outstanding - basic | 84,951,404 | 38,213,035 | 78,205,892 | 36,400,337 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Preferred Stock Class A | Preferred Stock Class B | Preferred Stock Class C | Preferred Stock Class D | Preferred Stock Class E [Member] | Common Stock [Member] | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2020 | 60,000,000 | 408 | 33,075,711 | |||||||
Balance, amount at Dec. 31, 2020 | $ (3,198,176) | $ 6,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,308 | $ 78,132,202 | $ (80,785,887) | $ (553,799) |
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 | $ 0 | $ 0 | 0 | 2,260,000 | |||||
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 | |||||||
Conversion of preferred shares, shares | (1,000,000) | 333,333 | ||||||||
Conversion of preferred shares, amount | 0 | $ (100) | $ 33 | 67 | ||||||
Net loss | (1,361,139) | (1,141,731) | (219,408) | |||||||
Balance, amount at Mar. 31, 2021 | 1,325,685 | $ 5,900 | $ 0 | $ 0 | $ 0 | 0 | $ 3,538 | 84,017,072 | (81,927,618) | (773,207) |
Balance, shares at Mar. 31, 2021 | 59,000,000 | 408 | 760 | 1,500 | 35,377,394 | |||||
Balance, shares at Dec. 31, 2020 | 60,000,000 | 408 | 33,075,711 | |||||||
Balance, amount at Dec. 31, 2020 | (3,198,176) | $ 6,000 | $ 0 | $ 0 | $ 0 | 0 | $ 3,308 | 78,132,202 | (80,785,887) | (553,799) |
Net loss | (2,505,284) | |||||||||
Balance, amount at Jun. 30, 2021 | 989,648 | $ 5,654 | $ 0 | $ 0 | $ 0 | 0 | $ 4,283 | 84,824,680 | (82,926,105) | (918,864) |
Balance, shares at Jun. 30, 2021 | 56,538,285 | 123 | 760 | 2,000 | 42,838,120 | |||||
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 | $ 0 | $ 0 | $ 0 | 0 | $ 3,538 | 84,017,072 | (81,927,618) | (773,207) |
Issuance of common shares for services, shares | 66,667 | |||||||||
Issuance of common shares for services, amount | 35,865 | $ 5 | 35,860 | |||||||
Issuance of preferred shares for cash, shares | 500 | |||||||||
Issuance of preferred shares for cash, amount | 500,000 | $ 0 | 0 | 500,000 | ||||||
Issuance of common shares for principal and accrued interest on convertible notes, shares | 362,988 | |||||||||
Issuance of common shares for principal and accrued interest on convertible notes, amount | 271,785 | $ 37 | 271,748 | |||||||
Conversion of preferred shares, shares | (2,461,715) | (285) | 5,286,728 | |||||||
Conversion of preferred shares, amount | 283 | $ (246) | $ 529 | |||||||
Net loss | (1,144,146) | (998,487) | (145,657) | |||||||
Rounding adjustment in connection with reverse split, shares | 1,744,343 | |||||||||
Rounding adjustment in connection with reverse split, amount | 174 | $ 174 | ||||||||
Balance, amount at Jun. 30, 2021 | 989,648 | $ 5,654 | $ 0 | $ 0 | $ 0 | 0 | $ 4,283 | 84,824,680 | (82,926,105) | (918,864) |
Balance, shares at Jun. 30, 2021 | 56,538,285 | 123 | 760 | 2,000 | 42,838,120 | |||||
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 | $ 0 | 0 | $ 5,879 | 85,853,388 | (86,158,902) | (944,731) |
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 | 0 | $ (11) | $ 285 | (274) | ||||||
Net loss | (1,497,773) | (1,422,463) | (75,310) | |||||||
Issuance of common shares for cash, shares | 6,632,390 | |||||||||
Issuance of common shares for cash, amount | 499,272 | $ 663 | 498,609 | |||||||
Balance, amount at Mar. 31, 2022 | (1,997,232) | $ 5,624 | $ 0 | $ 0 | $ 0 | 0 | $ 6,977 | 86,591,573 | (87,581,365) | (1,020,041) |
Balance, shares at Mar. 31, 2022 | 56,238,898 | 48 | 760 | 2,000 | 69,771,239 | |||||
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 | $ 0 | $ 0 | $ 5,879 | 85,853,388 | (86,158,902) | (944,731) |
Net loss | (4,950,262) | |||||||||
Balance, amount at Jun. 30, 2022 | (1,699,791) | $ 5,611 | $ 0 | $ 0 | $ 8,994 | 88,993,884 | (91,069,111) | 360,831 | ||
Balance, shares at Jun. 30, 2022 | 56,108,617 | 282 | 2,000 | 1,550 | 89,940,121 | |||||
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 | $ 0 | $ 6,977 | 86,591,573 | (87,581,365) | (1,020,041) |
Issuance of common shares for services, shares | 9,626,000 | |||||||||
Issuance of common shares for services, amount | 871,038 | $ 963 | 870,075 | |||||||
Issuance of preferred shares for cash, shares | 1,550 | |||||||||
Issuance of preferred shares for cash, amount | 1,488,000 | $ 0 | $ 0 | 1,488,000 | ||||||
Conversion of preferred shares, shares | (130,281) | (48) | (478) | 9,870,052 | ||||||
Conversion of preferred shares, amount | 0 | $ (13) | $ 0 | $ 0 | $ 987 | (974) | ||||
Net loss | (3,452,489) | (3,326,610) | (125,879) | |||||||
Accrued preferred share dividends | (161,136) | (161,136) | ||||||||
Issuance of common shares for convertible note, shares | 672,830 | |||||||||
Issuance of common shares for convertible note, amount | 45,277 | $ 67 | 45,210 | |||||||
Effect of acquisition on non-controlling interest | 1,506,751 | 1,506,751 | ||||||||
Balance, amount at Jun. 30, 2022 | $ (1,699,791) | $ 5,611 | $ 0 | $ 0 | $ 8,994 | $ 88,993,884 | $ (91,069,111) | $ 360,831 | ||
Balance, shares at Jun. 30, 2022 | 56,108,617 | 282 | 2,000 | 1,550 | 89,940,121 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss attributable to Singlepoint Inc. stockholders | $ (4,749,073) | $ (2,140,219) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Loss attributable to non-controlling interests | (201,189) | (365,065) |
Common stock issued for services and closing costs | 1,111,038 | 53,867 |
Bad Debt Expense | 105,040 | 0 |
Depreciation | 85,503 | 28,883 |
Amortization of intangibles | 83,094 | 7,260 |
Amortization of debt discounts | 348,453 | 0 |
Amortization of deferred compensation | 30,187 | 0 |
(Gain) loss on change in fair value of equity securities | 0 | 41,627 |
Goodwill impairment charge | 28,005 | 0 |
(Gain) loss on debt settlement | 0 | 151,727 |
Changes in operating assets and liabilities (net of acquisitions): | ||
Accounts receivable | (222,944) | (297,539) |
Prepaid expenses | (139,364) | (100,952) |
Inventory | (109,071) | (68,180) |
Contract Asset | (7,311) | 0 |
Accounts payable | 935,068 | 395,045 |
Accrued expenses | 297,527 | 110,305 |
Unearned Revenue | 560,595 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (1,844,442) | (2,183,241) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions, net of cash acquired | 1,283,613 | 0 |
Cash paid for acquisition related expenses | 0 | (25,000) |
Cash paid for property, plant and equipment | (71,966) | (16,120) |
NET CASH USED IN INVESTING ACTIVITIES | (1,355,579) | (41,120) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 499,271 | 0 |
Proceeds from advances from related party | 93,627 | 211,397 |
Proceeds from notes payable | 0 | 311,070 |
Proceeds from issuance of convertible notes | 3,777,500 | 0 |
Payments on advances to related party | (145,000) | (8,295) |
Payments on convertible notes payable | 0 | (75,000) |
Payments on capital lease obligations | (64,388) | (32,177) |
Payments on notes payable | (250,000) | (286,518) |
Proceeds from sale of preferred stock - Class C | 0 | 760,000 |
Proceeds from sale of preferred stock - Class D | 0 | 2,000,000 |
Proceeds from sale of preferred stock - Class E | 1,488,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,399,010 | 2,880,477 |
NET CHANGE IN CASH | 2,198,989 | 656,116 |
Cash at beginning of period | 191,485 | 198,473 |
Cash at end of period | 2,390,474 | 854,589 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Interest paid | 32,669 | 0 |
Income tax paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash consideration given for acquisitions through issuance of common stock and notes payable | 2,422,836 | 550,000 |
Original issue discount from issuance of notes payable | 1,523,198 | 0 |
Common stock issued for conversion of debt and accrued interest | 45,277 | 0 |
Conversion of preferred stock to common stock | 24 | 100 |
Inventory transferred to Related Party for Note Receivable | 0 | 63,456 |
Investment in Jacksam transferred for reduction in Related Party debt | 0 | 547,010 |
Non-cash portion of termination agreement removing accrued compensation and Related Party debt in exchange for stock and new Related Party note | 0 | 1,120,852 |
Deferred stock compensation recognized for acquisitions | 0 | 450,000 |
Discount recognized on deferred stock compensation for acquisitions | $ 0 | $ 110,402 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
ORGANIZATION AND NATURE OF BUSINESS | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS Corporate History On May 14, 2019, SinglePoint Inc. (“SinglePoint” or “the Company”) established a subsidiary, SinglePoint Direct Solar LLC (“Direct Solar America”), completing the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC. The Company owns Fifty One Percent (51%) of the membership interests of Direct Solar America. On January 26, 2021, the Company acquired 100% ownership of EnergyWyze, LLC, a limited liability company (“EnergyWyze”). On February 26, 2021, the Company purchased 51% ownership of Box Pure Air, LLC, (“Box Pure Air”). On April 21, 2022 the Company purchased 80.1% membership interests in The Boston Solar Company, LLC (“Boston Solar”). Business 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 June 30, 2022, we have six subsidiaries, Boston Solar, 80.1% interest, 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 June 30, 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 June 30, 2022, the Company had $2,390,474 in cash. The Company’s net losses incurred for the six months ended June 30, 2022, were $4,749,073 and working capital deficit was $11,903,457 at June 30, 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. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of June 30, 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 June 30, 2022, and December 31, 2021, and for the three and six months ended June 30, 2022 and 2021, and the accounts of Boston Solar as of June 30, 2022, and the period from April 21, 2022 (acquisition date) through June 30, 2022. All significant intercompany transactions have been eliminated in consolidation. 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 $1,640,474 deposits in excess of amounts insured by the FDIC as of June 30, 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 (Boston Solar, 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 (6) Boston Solar Retail Sales. Distribution Revenue. Services Revenue. Construction Contract Performance Obligations, Revenues and Costs The primary method used to estimate standalone selling price of each performance obligation is the expected cost plus a margin approach, under which the Company estimates the costs of satisfying the performance obligations and then adds appropriate margins. The Company recognizes revenue over time on its contracts when it satisfies a performance obligation by continuously transferring control to a customer. The customer typically controls the contract and related service, as evidenced by contractual termination clauses or by contract terms specifying the Company's rights to payment for work performed to date, plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. Management has determined that using contract costs as an input method depicts the continuous transfer of control to customers as the Company incurs these costs from fixed-price or lump-sum contracts. Under this method, actual direct contract costs incurred are compared to total estimated contract costs for each contract to determine a percentage depicting progress toward contract completion or satisfaction of performance obligations. This percentage is applied to the contract price or allocated transaction price to determine the amount of cumulative revenue to recognize. Contract costs include all installed materials, direct labor and subcontract costs. Operating costs are charged to expense as incurred. Contract costs incurred that do not contribute to satisfying performance obligations and are not reflective of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation. Contract Estimates The estimation of total revenue and cost at completion requires significant judgment and involves the use of various estimation techniques. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenue. Such changes are recognized in the period in which the revisions are determined. If, at any time, the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period in which it is identified. Contract Modifications Contract modifications are routine in the performance of the Company's contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and are accounted for as part of the existing contract. Contract Assets and Liabilities Billing practices are governed by the contract terms of each project based primarily on costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time. Contract assets represent revenues recognized in excess of amounts billed. Contract liabilities represents billings in excess of revenues recognized. Accrued revenue includes amounts which have met the criteria for revenue recognition and have not yet been billed to the client. The Company's residential contracts include payments terms that call for payment upon receipt of the invoice, and their commercial contracts call for payment between 15 and 60 days from the invoice date, primarily within 30 days. Accounts Receivable The Company carries its accounts receivable at the amount management expects to collect from outstanding receivables. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on historic write offs and collections and current credit conditions. Accounts receivable is net of an allowance for doubtful accounts of $44,805 and $0 as of June 30, 2022, and December 31, 2021, respectively. During the three and six months ended June 30, 2022, the Company did not write off any receivables. Inventory Inventory consists primarily of photovoltaic modules, inverters, racking and associated finished parts required for the assembly of photovoltaic systems. Inventories are valued at the lower of cost or net realizable value determined by the first-in, first-out method. The Company writes down its inventory for estimated obsolescence equal to the difference between the carrying value of the inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory is net of a reserve for obsolescence of $96,394 and $0 as of June 30, 2022, and December 31, 2021, respectively. Accrued Warranty and Production Guarantee Liabilities As a standard practice, the Company warranties its labor for ten years from the completion date of their installation projects and passes through manufacturer warranties on products installed. These warranties are not separately priced, therefore, costs related to the warranties are accrued when management determines they are able to estimate them. Management has not separately accounted for the actual warranty costs each year, and has accrued based on their best estimates as of each year end. As a standard practice, the Company provides a two-year production guarantee on installed solar systems. These production guarantees are not separately priced, therefore, costs related to production guarantees are accrued based on management's best estimates as of each year end. Separately, the Company offers customers an optional ten-year production guarantee that can be purchased for $1,000. 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 June 30, 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: Six Months Ended Six Months Ended June 30, June 30, 2022 2021 Class A Preferred Stock 1,402,715,425 1,413,457,125 Class B Preferred Stock - 806,557 Class C Preferred Stock, including accrued dividends 4,903,394 747,540 Class D Preferred Stock, including accrued dividends 32,569,191 1,395,349 Class E Preferred Stock, including accrued dividends 24,657,963 - Convertible notes 12,703,579 20,000 Warrants 4,129,091 10,000,000 Potentially dilutive securities 1,481,678,643 1,428,295,424 Fair Value Measurements On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal 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 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. |
UNCOMPLETED CONTRACTS
UNCOMPLETED CONTRACTS | 6 Months Ended |
Jun. 30, 2022 | |
UNCOMPLETED CONTRACTS | |
UNCOMPLETED CONTRACTS | NOTE 3 – UNCOMPLETED CONTRACTS Deferred costs and estimated earnings and billings on uncompleted contracts consist of the following as of June 30, 2022 and December 31, 2021: 2022 2021 Deferred costs $ 244,300 $ - Estimated earnings 244,300 - Add: billings to date 7,311 - Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts $ 251,611 $ - Deferred costs include permitting costs to fulfill contracts on installations in progress |
ACQUISITIONS, GOODWILL AND INTA
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | |
ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS | NOTE 4 – ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS Boston Solar Acquisition On April 21, 2022, the Company completed the acquisition of 80.1% of the membership interests in Boston Solar, a leading residential, small commercial solar energy, procurement, and construction (“EPC”) company focused on customers in the greater Boston area. This acquisition solidifies the Company’s EPC acquisition strategy. The total consideration paid for the purchased interests was $6,064,858 consisting of: $2,287,168 of cash paid at closing; issuance of a note payable in 14,781,938 shares of Company common stock with a fair value of $1,252,273; issuance of a promissory note with a fair value of $897,306; issuance of a convertible promissory note with a fair value of $1,378,111 payable in cash or shares of Company common stock at the holder’s option; and a $250,000 holdback of additional cash. The Company incurred acquisition related expenses of approximately $615,000 during the six months ended June 30, 2022, which were recognized in SG&A within the Company’s consolidated statement of income. The Company accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The total purchase price was provisionally allocated as follows: Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 Revenue of $3,839,773 and a net loss of $721,964 related to Boston Solar for the period from the April 21, 2022 acquisition date through the end June 30, 2022 are included in the Company’s accompanying consolidated statement of operations. These results are prior to consideration for non-controlling interest. The following supplemental unaudited pro forma information presents the consolidated results of the Company’s operations as if the acquisition of Boston Solar on April 21, 2022 had been consummated on April 1, 2021. This supplemental unaudited pro forma information is based solely on the historical unaudited financial results for the Boston Solar acquisition and does not include operational or other changes which might have been affected by the Company. The supplemental unaudited pro forma information presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future: Three Months Ended June 30, 2022 2021 Revenue, net $ 5,333,803 $ 4,501,773 Net loss $ (3,348,902 ) $ (667,789 ) Goodwill The following table presents details of the Company’s goodwill as of June 30, 2022, and December 31, 2021: Boston Solar 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 6,785,416 - - - 6,785,416 Impairment losses - - - - - Balances at June 30, 2022: $ 6,785,416 $ 1,212,968 $ 414,151 $ 75,000 $ 8,487,536 The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, a goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to assess impairment. A discounted cash flow analysis requires various judgmental assumptions to be made including future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. Intangible Assets The following table presents details of the Company’s intangible assets (excluding goodwill) as of June 30, 2022: IP / Technology Tradename Trademarks Non - Competes Other Total Balances at December 31, 2021: $ - $ - $ - $ 34,485 $ 34,485 Intangibles acquired 438,000 3,008,100 123,200 - 3,569,300 Less: Amortization 11,732 56,402 7,700 7,260 83,094 Balances at June 30, 2022: $ 426,268 $ 2,951,698 $ 115,500 $ 27,225 $ 3,520,691 Estimated amortization expense: Year Ending December 31, 2022 (remainder) $ 209,484 2023 418,968 2024 409,893 2025 376,215 2026 363,381 Thereafter 1,742,750 Total $ 3,520,691 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 5 - NOTES PAYABLE Notes Payable Seller Note Payable Note Purchase Agreement SBA Loan Convertible Notes Payable Purchase Agreement Seller Note Payable in Shares Seller Convertible Note EnergyWyze Other As of June 30, 2022, the Company was in compliance with all covenants of its debt agreements, except for the $10,500 convertible note that is currently in default and included in Current Portion of convertible notes payable. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
LEASES | |
LEASES | NOTE 6 – LEASES Boston Solar was acquired on April 21, 2022, and has fixed rate non-cancelable operating lease agreements for office, warehouse, and parking real estate; vehicles; and tools. The monthly operating lease payments for real estate are from $4,372 to $18,466 and end September 2027. Vehicle leases range from $644 to $821 per month, and their end dates from December 2023 to September 2026. Tools lease payments are $1,312 per month and end March 2027. Total lease expense for the three months ended June 30, 2022 is $81,420. At April 21, 2022, as part of the acquisition, the Company recognized initial ROU Assets and Lease Liabilities related to Boston Solar of $1,400,278 and $(1,400,278), respectively. Future minimum operating lease payments are as follows: Year Ending December 31, 2022 (remainder) $ 162,840 2023 325,681 2024 313,044 2025 309,058 2026 304,241 Thereafter 209,474 Total 1,624,338 Less: interest (240,930 ) Present value of lease liabilities $ 1,383,408 Less: Current portion (257,972 ) Lease liability, net of current portion $ 1,125,436 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS EQUITY | NOTE 7 - STOCKHOLDERS’ EQUITY Class A Convertible Preferred Shares As of June 30, 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 56,108,617 and 56,353,015 shares were issued and outstanding as of June 30, 2022, and December 31, 2021, respectively. Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,402,715,425 shares of common stock assuming full conversion of all outstanding shares as of June 30, 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 Convertible Preferred Stock As of June 30, 2022, and December 31, 2021, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 0 and 48 shares were issued and outstanding as of June 30, 2022, and December 31, 2021, respectively. Class C Convertible Preferred Stock On January 28, 2021, the Company amended its Articles of Incorporation to designate 1,500 shares of undesignated preferred stock as Class C Preferred Stock, of which 282 and 760 shares were issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. The Company has the right to redeem the Class C Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of three percent (3%) per annum on the Class C Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class C Preferred Stock calculated at the purchase price. The Stated Value of the Class C Preferred Stock is $1,200 per share. On June 8, 2022, the Company amended the conversion rights so that each share of the Class C Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the lesser of (a) $0.1055 ; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion. Class D Convertible Preferred Shares On March 11, 2021, the Company amended its Articles of Incorporation to designate 2,000 shares of undesignated preferred stock as Class D Preferred Stock, of which 2,000 shares were issued and outstanding as of June 30, 2022, and December 31, 2021. The Company has the right to redeem the Class D Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of three percent (3%) per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share. On June 8, 2022, the Company amended the conversion rights so that each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by (a) $0.1055; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion. Class E Convertible Preferred Shares On April 7, 2022, Singlepoint Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GHS Investments, LLC (“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 upon execution of the Purchase Agreement with the purchase of Seven Hundred Seven (707) shares of Class E Preferred Stock for Seven Hundred Seven Thousand Dollars ($707,000). The Company completed the second and third tranche of the transactions set forth in the Securities Purchase Agreement and issued 500 shares of Class E Preferred Stock on May 23, 2022 in exchange for Five Hundred Thousand ($500,000) Dollars, and 293 shares of Class E Preferred Stock on June 27, 2022 in exchange for Two Hundred Ninety Three Thousand ($293,000) Dollars. 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 $.114 per share for a period of five years. The Company has the right to redeem the Class E Preferred Stock, in accordance with the following schedule: i. If all of the Class E Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class E 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 E 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 E 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 The Company shall pay a dividend of eight percent (8%) per annum on the Class E Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class E Preferred Stock calculated at the purchase price. The Stated Value of the Class E Preferred Stock is $1,200 per share.The Class E Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).The conversion price (the “ Conversion Price From the date of issuance until the date when the original holder no longer holds any shares of Class E Preferred Stock, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof (a “ Subsequent Financing As of June 30, 2022, and December 31, 2021, a total of 39,995,000 shares of preferred stock remains undesignated and unissued. Common Stock As of June 30, 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 89,940,121 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 June 30, 2022 In April 2022, the Company issued 3,257,035 shares of common stock of the Company in exchange for conversion of 130,281 shares of Class A Preferred Stock. In May and June of 2022, the Company issued a total of 6,613,017 shares of common stock to GHS in exchange for conversion of 71 shares of Class B Preferred Stock and 478 shares of Class C Preferred Stock. In May 2022 the Company issued 183,600 shares of common stock each to two former employees for services rendered. In June 2022 the Company issued a total of 2,530,365 shares of common stock to two former owners of Boston Solar as part of an extension agreement. In June 2022 the Company issued 672,830 shares of common stock from a convertible note payable to the former owners of EnergyWyze. In June 2022 the Company issued 9,442,400 shares of common stock to several current and former employees and advisors for services rendered and for closing costs related to Box Pure Air. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS Accrued Officer Compensation As of June 30, 2022, and December 31, 2021, a total of $0 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 June 30, 2022, and December 31, 2021, a total of $152,079 and $109,385 was accrued for unpaid wages due to two EnergyWyze managers. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES (Note 9) | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Litigation From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as discussed below are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us 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. |
REVENUE CLASSES AND CONCENTRATI
REVENUE CLASSES AND CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2022 | |
REVENUE CLASSES AND CONCENTRATIONS | |
REVENUE CLASSES AND CONCENTRATIONS | NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows: Six Months Ended June 30, Six Months Ended June 30, 2022 2021 Revenue by product/service lines: Retail $ 2,024,011 $ 253,250 Distribution 2,649 13,904 Services 4,059,563 426,681 Total $ 6,086,223 $ 693,835 Revenue by subsidiary: SinglePoint (parent company) $ 15,060 $ 19,363 Boston Solar 3,839,773 - Direct Solar America 108,386 389,081 DIGS 5,741 30,693 EnergyWyze 111,403 37,600 Box Pure Aire 2,005,860 217,098 Total $ 6,086,223 $ 693,835 One customer comprised 24% of the Company’s revenue for the six months ended June 30, 2022. No customers comprised 10% or greater of the Company’s revenue for the six months ended June 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Class A Preferred Stock Issued to Officers of the Company On July 12, 2022. the Company awarded a bonus to its each of its Chief Executive Officer and President 10 million shares of Class A Preferred Stock (the “Preferred Stock”). On July 15, 2022 the Company entered into an agreement with its CEO and President whereby the CEO and President agreed to certain restrictive covenants relating to these shares of Preferred Stock including but not limited to: agreeing to a three year restriction on the ability to sell the Preferred Stock, and a reduction of the conversion ratio under certain circumstances. Increase in Number of Authorized Shares of Class A Preferred Stock On July 14, 2022 the Company filed with the State of Nevada an Amended Certificate of Designation for its Class A Preferred Stock of the Company which provided for an increase of the number of authorized shares of Class A Preferred Stock to 80 million Acquisition On August 9, 2022, the Company acquired a minority interest, with the right to acquire the remaining interests, of Frontline Power Solutions LLC (“Frontline”), a Multi-state Licensed Energy Services Company (ESCO). Frontline is a comprehensive energy service Company with the ability to operate in deregulated markets across the country, and provides energy supply agreements to all sizes of commercial, industrial, and institutional properties. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 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 June 30, 2022, and December 31, 2021, and for the three and six months ended June 30, 2022 and 2021, and the accounts of Boston Solar as of June 30, 2022, and the period from April 21, 2022 (acquisition date) through June 30, 2022. All significant intercompany transactions have been eliminated in consolidation. |
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 $1,640,474 deposits in excess of amounts insured by the FDIC as of June 30, 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 (Boston Solar, 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 (6) Boston Solar Retail Sales. Distribution Revenue. Services Revenue. |
Construction Contract Performance Obligations, Revenues and Costs | Construction Contract Performance Obligations, Revenues and Costs The primary method used to estimate standalone selling price of each performance obligation is the expected cost plus a margin approach, under which the Company estimates the costs of satisfying the performance obligations and then adds appropriate margins. The Company recognizes revenue over time on its contracts when it satisfies a performance obligation by continuously transferring control to a customer. The customer typically controls the contract and related service, as evidenced by contractual termination clauses or by contract terms specifying the Company's rights to payment for work performed to date, plus a reasonable profit to deliver products or services that do not have an alternative use to the Company. Management has determined that using contract costs as an input method depicts the continuous transfer of control to customers as the Company incurs these costs from fixed-price or lump-sum contracts. Under this method, actual direct contract costs incurred are compared to total estimated contract costs for each contract to determine a percentage depicting progress toward contract completion or satisfaction of performance obligations. This percentage is applied to the contract price or allocated transaction price to determine the amount of cumulative revenue to recognize. Contract costs include all installed materials, direct labor and subcontract costs. Operating costs are charged to expense as incurred. Contract costs incurred that do not contribute to satisfying performance obligations and are not reflective of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation. |
Contract Estimates | The estimation of total revenue and cost at completion requires significant judgment and involves the use of various estimation techniques. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenue. Such changes are recognized in the period in which the revisions are determined. If, at any time, the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period in which it is identified. |
Contract Modifications | Contract modifications are routine in the performance of the Company's contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and are accounted for as part of the existing contract. |
Contract Assets and Liabilities | Billing practices are governed by the contract terms of each project based primarily on costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time. Contract assets represent revenues recognized in excess of amounts billed. Contract liabilities represents billings in excess of revenues recognized. Accrued revenue includes amounts which have met the criteria for revenue recognition and have not yet been billed to the client. The Company's residential contracts include payments terms that call for payment upon receipt of the invoice, and their commercial contracts call for payment between 15 and 60 days from the invoice date, primarily within 30 days. |
Accounts Receivable | The Company carries its accounts receivable at the amount management expects to collect from outstanding receivables. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on historic write offs and collections and current credit conditions. Accounts receivable is net of an allowance for doubtful accounts of $44,805 and $0 as of June 30, 2022, and December 31, 2021, respectively. During the three and six months ended June 30, 2022, the Company did not write off any receivables. |
Inventory | Inventory consists primarily of photovoltaic modules, inverters, racking and associated finished parts required for the assembly of photovoltaic systems. Inventories are valued at the lower of cost or net realizable value determined by the first-in, first-out method. The Company writes down its inventory for estimated obsolescence equal to the difference between the carrying value of the inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory is net of a reserve for obsolescence of $96,394 and $0 as of June 30, 2022, and December 31, 2021, respectively. |
Accrued Warranty and Production Guarantee Liabilities | As a standard practice, the Company warranties its labor for ten years from the completion date of their installation projects and passes through manufacturer warranties on products installed. These warranties are not separately priced, therefore, costs related to the warranties are accrued when management determines they are able to estimate them. Management has not separately accounted for the actual warranty costs each year, and has accrued based on their best estimates as of each year end. As a standard practice, the Company provides a two-year production guarantee on installed solar systems. These production guarantees are not separately priced, therefore, costs related to production guarantees are accrued based on management's best estimates as of each year end. Separately, the Company offers customers an optional ten-year production guarantee that can be purchased for $1,000. |
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 June 30, 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: Six Months Ended Six Months Ended June 30, June 30, 2022 2021 Class A Preferred Stock 1,402,715,425 1,413,457,125 Class B Preferred Stock - 806,557 Class C Preferred Stock, including accrued dividends 4,903,394 747,540 Class D Preferred Stock, including accrued dividends 32,569,191 1,395,349 Class E Preferred Stock, including accrued dividends 24,657,963 - Convertible notes 12,703,579 20,000 Warrants 4,129,091 10,000,000 Potentially dilutive securities 1,481,678,643 1,428,295,424 |
Fair Value Measurements | On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets. Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market. Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use. The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. Certain non-financial assets are measured at fair value on a nonrecurring basis. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests. |
Recently Issued Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal 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 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. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of antidilutive securities excluded from computation of earnings per share | Six Months Ended Six Months Ended June 30, June 30, 2022 2021 Class A Preferred Stock 1,402,715,425 1,413,457,125 Class B Preferred Stock - 806,557 Class C Preferred Stock, including accrued dividends 4,903,394 747,540 Class D Preferred Stock, including accrued dividends 32,569,191 1,395,349 Class E Preferred Stock, including accrued dividends 24,657,963 - Convertible notes 12,703,579 20,000 Warrants 4,129,091 10,000,000 Potentially dilutive securities 1,481,678,643 1,428,295,424 |
UNCOMPLETED CONTRACTS (Tables)
UNCOMPLETED CONTRACTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
UNCOMPLETED CONTRACTS (Tables) | |
Schedule of Deferred costs and estimated earnings | 2022 2021 Deferred costs $ 244,300 $ - Estimated earnings 244,300 - Add: billings to date 7,311 - Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts $ 251,611 $ - |
INVESTMENTS ACQUISITIONS GOODWI
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Tables) | |
Schedule of Fair value of assets acquired | Goodwill $ 6,785,416 Tangible assets 4,787,928 Intangible asset – tradename/trademarks (10-year life) 3,008,100 Intangible asset – IP/technology (7-year life) 438,000 Intangible asset – non-competes (3-year life) 123,200 Total liabilities (7,571,036 ) Non-controlling interest (1,506,750 ) Total consideration paid for 80.1% interest $ 6,064,858 |
Schedule of Proforma Information | Three Months Ended June 30, 2022 2021 Revenue, net $ 5,333,803 $ 4,501,773 Net loss $ (3,348,902 ) $ (667,789 ) |
Schedule of goodwill | Boston Solar 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 6,785,416 - - - 6,785,416 Impairment losses - - - - - Balances at June 30, 2022: $ 6,785,416 $ 1,212,968 $ 414,151 $ 75,000 $ 8,487,536 IP / Technology Tradename Trademarks Non - Competes Other Total Balances at December 31, 2021: $ - $ - $ - $ 34,485 $ 34,485 Intangibles acquired 438,000 3,008,100 123,200 - 3,569,300 Less: Amortization 11,732 56,402 7,700 7,260 83,094 Balances at June 30, 2022: $ 426,268 $ 2,951,698 $ 115,500 $ 27,225 $ 3,520,691 |
Maturity of estimated amortization expense | Year Ending December 31, 2022 (remainder) $ 209,484 2023 418,968 2024 409,893 2025 376,215 2026 363,381 Thereafter 1,742,750 Total $ 3,520,691 |
OBLIGATIONS UNDER CAPITAL LEASE
OBLIGATIONS UNDER CAPITAL LEASE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
OBLIGATIONS UNDER CAPITAL LEASE (Tables) | |
Summary of Future maturities of obligations | Year Ending December 31, 2022 (remainder) $ 162,840 2023 325,681 2024 313,044 2025 309,058 2026 304,241 Thereafter 209,474 Total 1,624,338 Less: interest (240,930 ) Present value of lease liabilities $ 1,383,408 Less: Current portion (257,972 ) Lease liability, net of current portion $ 1,125,436 |
REVENUE CLASSES AND CONCENTRA_2
REVENUE CLASSES AND CONCENTRATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
REVENUE CLASSES AND CONCENTRATIONS (Tables) | |
Summary of operating revenue for disaggregated revenue purposes | Six Months Ended June 30, Six Months Ended June 30, 2022 2021 Revenue by product/service lines: Retail $ 2,024,011 $ 253,250 Distribution 2,649 13,904 Services 4,059,563 426,681 Total $ 6,086,223 $ 693,835 Revenue by subsidiary: SinglePoint (parent company) $ 15,060 $ 19,363 Boston Solar 3,839,773 - Direct Solar America 108,386 389,081 DIGS 5,741 30,693 EnergyWyze 111,403 37,600 Box Pure Aire 2,005,860 217,098 Total $ 6,086,223 $ 693,835 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Apr. 21, 2022 | Dec. 31, 2021 | Feb. 26, 2021 | Feb. 12, 2021 | Jan. 26, 2021 | |
Working Capital Deficit | $ 11,903,457 | $ 11,903,457 | |||||||
Membership interest | 51% | 51% | |||||||
Cash | $ 2,390,474 | $ 2,390,474 | $ 191,485 | ||||||
Equity ownership, percentage | 51% | ||||||||
NET INCOME (LOSS) | $ (3,326,610) | $ (998,489) | $ (4,749,073) | $ (2,140,219) | |||||
Boston Solar [Member] | |||||||||
Membership interest | 80.10% | 80.10% | 80.10% | ||||||
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 | 1% | 1% | 100% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Potentially dilutive securities | 1,481,678,643 | 1,428,295,424 |
Class A Preferred Stock | ||
Potentially dilutive securities | 1,402,715,425 | 1,413,457,125 |
Class B Preferred Stock | ||
Potentially dilutive securities | 0 | 806,557 |
Class C Preferred Stock | ||
Potentially dilutive securities | 4,903,394 | 747,540 |
Class D Preferred Stock | ||
Potentially dilutive securities | 32,569,191 | 1,395,349 |
Convertible Notes | ||
Potentially dilutive securities | 12,703,579 | 20,000 |
Class E Preferred Stock | ||
Potentially dilutive securities | 24,657,963 | 0 |
Warrant [Member] | ||
Potentially dilutive securities | 4,129,091 | 10,000,000 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Federal Deposit Insurance Corporation | $ 1,640,474 | |
Allowance for doubtful accounts | 44,805 | $ 0 |
Inventory | 96,394 | $ 0 |
Production purchase | $ 1,000 | |
Convertible Class B Preferred Stock [Member] | ||
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. |
UNCOMPLETED CONTRACTS (Details)
UNCOMPLETED CONTRACTS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
UNCOMPLETED CONTRACTS (Details) | ||
Deferred costs | $ 6,785,416 | $ 0 |
Estimated earnings | 0 | |
Deferred costs and estimated earnings | 244,300 | 0 |
Add: billings to date | 7,311 | 0 |
Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts | $ 251,611 | $ 0 |
ACQUISITIONS, GOODWILL, AND INT
ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS (Details) - USD ($) | 1 Months Ended | |||
Apr. 21, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 21, 2021 | |
Goodwill | $ 8,487,536 | $ 1,702,119 | ||
IP/technology | ||||
Intangible asset | $ 438,000 | |||
Intangible asset useful life | 7 years | |||
Non-compete | ||||
Intangible asset | 123,200 | |||
Intangible asset useful life | 3 years | |||
tradename/trademarks | ||||
Intangible asset | $ 3,008,100 | |||
Intangible asset useful life | 10 years | |||
Boston Solar Acquisition [Member] | ||||
Percent for consideration paid | 80.10% | 80.10% | ||
Goodwill | $ 6,785,416 | |||
Tangible assets | 4,787,928 | |||
Total Liablities | (7,571,036) | |||
Non-controlling Interest | (1,506,750) | |||
Total purchase price | $ 6,064,858 |
ACQUISITIONS, GOODWILL, AND I_2
ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS (Details 1) - Boston Solar Acquisition [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue, net | $ 5,333,803 | $ 4,501,773 |
Net loss | $ (3,348,902) | $ (667,789) |
ACQUISITIONS, GOODWILL, AND I_3
ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS (Details 2) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill, beginning | $ 1,702,119 | |
Aggregate goodwill acquired | 6,785,416 | $ 0 |
Impairment losses | 0 | |
Goodwill, ending | 8,487,536 | |
EnergyWyze [Member] | ||
Goodwill, beginning | 75,000 | |
Aggregate goodwill acquired | 0 | |
Impairment losses | 0 | |
Goodwill, ending | 75,000 | |
Boston Solar [Member] | ||
Goodwill, beginning | 0 | |
Aggregate goodwill acquired | 6,785,416 | |
Impairment losses | 0 | |
Goodwill, ending | 6,785,416 | |
Box Pure Air [Member] | ||
Goodwill, beginning | 414,151 | |
Aggregate goodwill acquired | 0 | |
Impairment losses | 0 | |
Goodwill, ending | 414,151 | |
Direct Solar America [Member] | ||
Goodwill, beginning | 1,212,968 | |
Aggregate goodwill acquired | 0 | |
Impairment losses | 0 | |
Goodwill, ending | $ 1,212,968 |
ACQUISITIONS, GOODWILL, AND I_4
ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS (Details 3) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Intangible assets, beginning | $ 34,485 | $ 1,893,740 |
Intangible acquired | 3,569,300 | |
Less: Amortization | 83,094 | $ 7,260 |
Intangible assets, ending | 3,520,691 | |
IP/technology | ||
Intangible assets, beginning | 0 | |
Intangible acquired | 438,000 | |
Less: Amortization | 11,732 | |
Intangible assets, ending | 426,268 | |
Non-compete | ||
Intangible assets, beginning | 0 | |
Intangible acquired | 123,200 | |
Less: Amortization | 7,700 | |
Intangible assets, ending | 115,500 | |
tradename/trademarks | ||
Intangible assets, beginning | 0 | |
Intangible acquired | 3,008,100 | |
Less: Amortization | 56,402 | |
Intangible assets, ending | 2,951,698 | |
Other | ||
Intangible assets, beginning | 34,485 | |
Intangible acquired | 0 | |
Less: Amortization | 7,260 | |
Intangible assets, ending | $ 27,225 |
ACQUISITIONS, GOODWILL, AND I_5
ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS (Details 4) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
INVESTMENTS ACQUISITIONS GOODWILL AND INTANGIBLE ASSETS (Tables) | |
2022(remainder) | $ 209,484 |
2023 | 418,968 |
2024 | 409,893 |
2025 | 376,215 |
2026 | 363,381 |
Thereafter | 1,742,750 |
Estimated amortozation expense | $ 3,520,691 |
ACQUISITIONS, GOODWILL, AND I_6
ACQUISITIONS, GOODWILL, AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 21, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Apr. 21, 2021 | |
NET INCOME (LOSS) | $ (3,326,610) | $ (998,489) | $ (4,749,073) | $ (2,140,219) | ||
Revenue | $ 4,534,681 | $ 454,822 | $ 6,086,223 | $ 693,835 | ||
Boston Solar Acquisition [Member] | ||||||
Total consideration | $ 6,064,858 | |||||
Fair value of stock | 1,252,273 | |||||
Issuance of promissory note with a fair value | 897,306 | |||||
Issuance of convertible promissory note | 1,378,111 | |||||
Holdback additional cash | 250,000 | |||||
Cash paid for acquisition | $ 2,287,168 | |||||
Common stock shares | 14,781,938 | |||||
Percent of consideration paid | 80.10% | 80.10% | ||||
Acquisition related expenses | $ 615,000 | |||||
NET INCOME (LOSS) | (721,964) | |||||
Revenue | $ 3,839,773 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Apr. 21, 2022 | Jul. 31, 2021 | May 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2016 | |
Long-term notes payable | $ 1,092,904 | $ 0 | ||||
Initial purchase consideration obligation | 1,000 | |||||
Long-term notes payable | 720,365 | 767,160 | ||||
Short-term notes payable | 1,684,615 | 1,020,350 | ||||
Purchase Agreement [Member] | ||||||
Debt instrument face amount | $ 4,885,353 | |||||
Percent of consideration paid | 80.10% | |||||
Percent of maximum number of common stock | 125% | |||||
Original issue discount percent | 15% | |||||
original issue discount amount | 4,053,714 | |||||
Percent of warrant shares | 100% | |||||
Promossory Note [Member] | New Purchase Agreement [Member] | ||||||
Debt instrument face amount | $ 1,580,000 | |||||
Periodic payment principal due on October 31, 2022 | $ 250,000 | |||||
Interest rate | 8% | |||||
Quarterly cash payments | $ 250,000 | |||||
Minimum payment | $ 50,000 | |||||
Debt instrument maturity date | Jul. 31, 2024 | |||||
Current portion of notes payable | 1,209,776 | |||||
Long-term notes payable | 69,380 | |||||
SBA Loan [Member] | ||||||
Current portion of notes payable | 10,234 | |||||
Long-term notes payable | 139,766 | |||||
Proceed from loan | $ 150,000 | |||||
Interest rate | 3.75% | |||||
Monthly installment | $ 731 | |||||
Debt instrument maturity period | 30 years | |||||
Seller Notes Payable [Member] | ||||||
Debt instrument face amount | $ 1,000,000 | |||||
Periodic payment principal due on October 31, 2022 | 250,000 | |||||
Periodic principal amount due on October 31, 2023 | 500,000 | |||||
Periodic payment principal due on April 30, 2023 | 250,000 | |||||
Issuance of promissory note with a fair value | $ 897,306 | |||||
Interest expenses period | 18 years | |||||
Current portion of notes payable | 475,075 | |||||
Long-term notes payable | 475,075 | |||||
Seller 36 months Notes Payable [Member] | ||||||
Current portion of notes payable | 232,743 | |||||
Long-term notes payable | 1,062,538 | |||||
Unsecured seller note | $ 1,940,423 | |||||
Fair value of note | $ 1,252,272 | |||||
Seller Convertiable Notes [Member] | ||||||
Interest rate | 12.50% | |||||
Convertible note | $ 976,016 | |||||
Current portion of notes payable | 1,378,111 | |||||
Fair value of note | $ 1,378,111 | |||||
Discount rate | 20% | |||||
Debt instrument premium | $ 409,095 | |||||
Other Debt [Member] | ||||||
Interest rate | 0% | |||||
Conversion price | $ 0.525 | |||||
Current portion of notes payable | 10,500 | |||||
Convertible note | $ 10,500 | |||||
EnergyWyze [Member] | ||||||
Current portion of notes payable | 45,099 | |||||
Fair value of purchase consideration | 339,599 | |||||
Initial purchase consideration obligation | 450,000 | |||||
Remaining fair value amount of purchase obligation | 75,464 | |||||
Long-term notes payable | 30,365 | |||||
Undesignated Preferred Stock [Member] | ||||||
Short-term notes payable | 60,371 | |||||
Long-term notes-payable | $ 60,370 | |||||
Fair value of consideration | 339,599 | |||||
Balance outstanding | 50,000 | |||||
Purchase consideration | $ 450,000 |
LEASES (Details)
LEASES (Details) | Apr. 21, 2022 USD ($) |
LEASES (Details) | |
2022 (remainder) | $ 162,840 |
2023 | 325,681 |
2024 | 313,044 |
2025 | 309,058 |
2026 | 304,241 |
Thereafter | 209,474 |
Total | 1,624,338 |
Less: interest | (240,930) |
Present value of lease liabilities | 1,383,408 |
Less: Current portion | (257,972) |
Lease liability, net of current portion | $ 1,125,436 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 21, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
ROU Assets | $ 1,344,464 | $ 0 | |
Lease Liabilities | $ 1,383,408 | ||
Boston Solar [Member] | |||
Tools lease payments | 1,312 | ||
Total lease expense | $ 81,420 | ||
ROU Assets | 1,400,278 | ||
Lease Liabilities | 1,400,278 | ||
Boston Solar [Member] | Minimum [Member] | |||
Monthly operating lease payments | 4,372 | ||
Vehicle leases | 644 | ||
Boston Solar [Member] | Maximum [Member] | |||
Monthly operating lease payments | 18,466 | ||
Vehicle leases | $ 821 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Apr. 07, 2022 | Apr. 30, 2022 | Jun. 30, 2022 | May 31, 2022 | Dec. 31, 2021 | |
Common stock, Shares outstanding | 89,940,121 | 58,785,924 | |||
Common stock, Shares issued | 89,940,121 | 9,442,400 | 58,785,924 | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 | |||
Common stock, Shares authorized | 5,000,000,000 | 5,000,000,000 | |||
Number of shares purchase, shares | 1,500 | ||||
Number of shares purchase, amount | $ 1,500,000 | ||||
Preferred stock, Shares authorized | 39,995,000 | 39,995,000 | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||
Tranche One [Member] | |||||
Number of shares purchase, shares | 707 | ||||
Number of shares purchase, amount | $ 707,000 | ||||
Preferred Stock, Terms | If all of the Class E Preferred Stock are redeemed within ninety (90) calendar days from the issuance date thereof, the Company shall have the right to redeem the Class E 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; | ||||
Tranche Two [Member] | |||||
Number of shares purchase, shares | 500 | ||||
Number of shares purchase, amount | $ 500,000 | ||||
Tranche Three [Member] | |||||
Number of shares purchase, shares | 293 | ||||
Number of shares purchase, amount | $ 293,000 | ||||
Former Employee | |||||
Shares Issued | 292,875 | 183,600 | |||
Boston Solar [Member] | |||||
Shares Issued | 2,530,365 | ||||
GHS Investments | |||||
Shares Issued | 6,613,017 | 6,613,017 | |||
Warrant purchase price | $ 1.14 | ||||
Warrant to purchase common stock | $ 4,129,091 | ||||
Warrant purchase price period | 5 years | ||||
Class D Convertible Preferred Stock [Member] | |||||
Preferred shares issued, shares | 2,000 | 2,000 | |||
Preferred stock, Shares outstanding | 2,000 | 2,000 | |||
Preferred stock, Shares authorized | 2,000 | 2,000 | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||
Description of material rights | On June 8, 2022, the Company amended the conversion rights so that each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by (a) $0.1055; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion. | ||||
Stated value of preferred stock | $ 1,200 | $ 1,200 | |||
Undesignated shares | 2,000 | ||||
Annual dividend | 3% | ||||
Class E Convertible Preferred Stock [Member] | |||||
Preferred shares issued, shares | 1,550 | 0 | |||
Preferred stock, Shares outstanding | 1,550 | 0 | |||
Preferred stock, Shares authorized | 1,550 | 1,550 | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||
Percent of dividend to pay | 8% | ||||
Stated value, price per share | $ 1,200 | ||||
Undesignated and unissued shares | 39,995,000 | ||||
Class A Convertible Preferred Stock | |||||
Shares Issued | 3,257,035 | 672,830 | |||
Preferred shares issued, shares | 56,108,617 | 56,353,015 | |||
Preferred stock, Shares outstanding | 56,108,617 | 56,353,015 | |||
Conversion of converted common stock | 130,281 | 1,402,715,425 | |||
Number of Votes | Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share | ||||
Preferred stock, Shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, Par value | $ 0.0001 | $ 0.0001 | |||
Designated shares | 60,000,000 | ||||
Class C Preferred Stock | |||||
Preferred shares issued, shares | 282 | 760 | |||
Preferred stock, Shares outstanding | 282 | 760 | |||
Description of material rights | On June 8, 2022, the Company amended the conversion rights so that each share of the Class C Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of Common Stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by the lesser of (a) $0.1055 ; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion. | ||||
Undesignated shares | 1,500 | ||||
Annual dividend | 3% | ||||
Conersion of preferred share | 478 | ||||
Stated value of preferred stock | 1,200 | ||||
Class B Preferred Stock [Member] | |||||
Preferred shares issued, shares | 0 | 48 | |||
Preferred stock, Shares outstanding | 0 | 48 | |||
Preferred stock, Shares authorized | 1,500 | 1,500 | |||
Conersion of preferred share | 71 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 10, 2021 |
CEO, CFO and President [Member] | ||
Accrued expenses, including accrued officer salaries | $ 0 | $ 116,583 |
EnergyWyze Manager [Member] | ||
Accrued wages | $ 152,079 | $ 109,385 |
REVENUE CLASSES AND CONCENTRA_3
REVENUE CLASSES AND CONCENTRATIONS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue by product/service lines: | ||
Retail | $ 2,024,011 | $ 253,250 |
Distribution | 2,649 | 13,904 |
Services | 4,059,563 | 426,681 |
Total | 6,086,223 | 693,835 |
Revenue by subsidiary: | ||
Singlepoint (parent company) | 15,060 | 19,363 |
Boston Solar | 3,839,773 | 0 |
Direct Solar America | 108,386 | 389,081 |
DIGS | 5,741 | 30,693 |
EnergyWyze | 111,403 | 37,600 |
Box Pure Aire | 2,005,860 | 217,098 |
Total revenue | $ 6,086,223 | $ 693,835 |
REVENUE CLASSES AND CONCENTRA_4
REVENUE CLASSES AND CONCENTRATIONS (Details Narrative) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Percentages of revenue | 10% | |
Customer One [Member] | ||
Percentages of revenue | 24% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ in Millions | Jul. 14, 2022 | Jul. 12, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, Shares authorized | 39,995,000 | 39,995,000 | ||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||
Preferred stock, Shares authorized | 80,000,000 | |||
Subsequent Event [Member] | ChiefExecutiveOfficer [Member] | Series A Preferred Stock [Member] | ||||
Bonus | $ 10 |