UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Registrant's telephone number, including area code: (855) 711-2009

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

TABLE OF CONTENTS

				Page
EXPLANATORY NOTE				3
FORWARD-LOOKING STATEMENTS				3
WHERE YOU CAN FIND MORE INFORMATION ABOUT US				3
Item 1.		Business.		4
Item 1A.		Risk Factors.		7
Item 2.		Financial Information.		12
Item 3.		Properties.		16
Item 4.		Security Ownership of Certain Beneficial Owners and Management.		17
Item 5.		Directors and Executive Officers.		18
Item 6.		Executive Compensation.		21
Item 7.		Certain Relationships and Related Transactions, and Director Independence.		23
Item 8.		Legal Proceedings.		23
Item 9.		Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.		24
Item 10.		Recent Sales of Unregistered Securities.		24
Item 11.		Description of Registrant's Securities to be Registered.		26
Item 12.		Indemnification of Directors and Officers.		28
Item 13.		Financial Statements and Supplementary Data.		29
Item 14.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		29
Item 15.		Financial Statements and Exhibits.		29
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				F-2
BALANCE SHEET				F-3
STATEMENT OF OPERATIONS				F-4
STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT				F-5
STATEMENT OF CASH FLOWS				F-6
NOTES TO FINANCIAL STATEMENTS				F-7
SIGNATURES				30
EXHIBIT INDEX				31

  

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EXPLANATORY NOTE

Singlepoint, Inc. is filing this General Form for Registration of Securities on Form 10, which we refer to as the Registration Statement, to register its common stock, par value $0.0001 per share, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Unless otherwise mentioned or unless the context requires otherwise, when used in this Registration Statement, the terms " Singlepoint," "Company," "we," "us," and "our" refer to Singlepoint, Inc.

FORWARD-LOOKING STATEMENTS

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

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

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

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

When this Registration Statement becomes effective, we will begin to file reports, proxy statements, information statements and other information with the United States Securities and Exchange Commission, or SEC. You may read and copy this information, for a copying fee, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial document retrieval services, and at the website maintained by the SEC at http://www.sec.gov.

Our Internet website address is http://www.SinglePoint.com. Information contained on the website does not constitute part of this Registration Statement. We have included our website address in this Registration Statement solely as an inactive textual reference. When this Registration Statement is effective, we will make available, through a link to the SEC's website, electronic copies of the materials we file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, the Section 16 reports filed by our executive officers, directors and 10% stockholders and amendments to those reports.

 

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Item 1. Business.

Overview

SinglePoint, Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is a technology and acquisition company with a focus on acquiring companies that will benefit from the injection of growth capital and technology integration. Our portfolio companies include mobile payments, ancillary cannabis services and blockchain solutions. We built our portfolio by acquiring an interest in undervalued companies, thereby providing a rich, diversified holding base. We acquire and work with key company management to grow successful candidate companies.

Background

We were incorporated under the laws of the State of Nevada in 2011. Our principal executive offices are located at 2999 North 44 ^th Street Suite 530 Phoenix Arizona, 85018 and our telephone number is (855) 711-2009. Our website address is www.SinglePoint.com. The information contained on, or that can be accessed through, our website is not a part of this Registration Statement. We have included our website address in this Registration Statement solely as an inactive textual reference.

Carbon Credits International Inc. (“CCII”), which was formed on October 15, 2007 as a Nevada corporation, was the result of a spin off from Carbon Credits Industries, Inc. (“CCI”), its former parent issuer, on October 17, 2007. On December 23, 2011, CCII entered into a merger agreement with Lifestyle Wireless, Inc., with CCII remaining as the surviving company. On July 1, 2013, CCII changed its name to Singlepoint Inc.

Our Company

We look to acquire businesses and build brands based on technology solutions we believe will increase efficiencies across various markets. We currently have interests in multiple companies, including the follow operating entities.:

	1-	Discount Indoor Garden Supplies, Inc. (DIGS) – On May 17, 2017, we acquired a 90% interest in “DIGS” for approximately $1.1 million, comprised of 14,285,714 shares of common stock with a fair value of $1,092,857 and cash of $30,000. DIGS provides hydroponic supplies and nutrients to commercial and individual farmers. The company has two locations and an online store, and sells nutrients, lights, HVAC systems, among other products to individuals that are interested in horticulture. The company also fulfills and distributes products at wholesale costs to other business and stores in the southern California market.
	2-	SingleSeed, Inc. – SingleSeed is an online business providing hemp-based products to consumers. This is a wholly owned subsidiary. In addition to the hemp based products sold via ecommerce, the business has relationships to resell services such as internet marketing, payment processing and website design. SingleSeed is a company solely dedicated to providing services to the underserved cannabis and hemp based markets.
	3-	ShieldSaver, LLC – On December 22, 2017, we paid $140,000 to Shield Saver, LLC with its Letter of Intent to acquire 51% of Shield Saver, LLC in 2018. ShieldSaver is a technology focused automotive company working to efficiently track records of vehicle repairs. ShieldSaver is an automotive technology business pairing repair shops with potential customer via proprietary License Plate Recognition technology. The company works closely with large parking lot management companies at airports and other locations around the United States to obtain the data needed to operate. To date the Company has not issued ShieldSaver the equity due per the terms of the agreement.
	4-	Jiffy Auto Glass Corporation (JAG) – In October 2017, we purchased a 51% equity stake in JAG a Colorado glass company, for approximately $400,000, comprised of cash of $50,000, 5,078,125 shares of common stock with a fair value of $318,906, and a convertible note of $25,000. JAG provides windshield replacement services in Denver Colorado and Phoenix Arizona. The company works closely with ShieldSaver to test and drive new technological development in the automotive market. JAG is able to fulfill work orders for ShieldSaver in markets the company has a presence, such as Denver and Phoenix.

  

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Since January 1, 2016 we have made additional acquisitions in entities which are no longer operational. On April 27, 2016, we issued 4,000,000 shares of common stock with a fair value of approximately $26,000 to a third party as an initial payment for an ownership interest in GoDraft.com, a daily fantasy sports enterprise. On December 31, 2016, we adjusted this investment down by $26,000 to its estimated fair value of $0. On June 3, 2016 and July 14, 2016, we issued 54,719,562 and 42,417,815 shares, respectively, of our common stock, (a total of 97,137,377 common shares with a fair value of approximately $953,600) to a third party for an ownership stake in Draft Fury, a daily fantasy sports enterprise. During the year ended December 31, 2016, we adjusted this investment down by $953,600 to its estimated fair value of $0. In March 2017, the Company issued 4,878,049 shares of common stock with a fair value of $343,902 and paid $210,000 in cash for a 10% investment stake of Jacksam Corporation for a total investment of $553,902. During the year ended December 31, 2017, we adjusted this investment down by $553,902 to its estimated fair value of $0.

In June 2017 we entered into a joint venture to allow us to conduct sales and distribution of our products utilizing bitcoin and blockchain technology.

In February 2018 we entered into a joint venture to cross market software technology via a non-exclusive license.

Our Core Products

SinglePoint -Mobile Web Credit Card Gateway – Pay by Text

Our mobile web checkout gateway service allows mobile users to purchase goods and services directly from any web-enabled mobile phone via credit or debit card. Our secure checkout gateway is Payment Card Industry (PCI) compliant, adhering to the strictest industry security standards.

Our technology is designed to optimize and improve the mobile checkout experience. Our service works on any mobile device with a mobile browser so our clients can sell products and services or collect donations on any web-enabled phone on any carrier worldwide.

Payment Options

	·	One-Time Transactions : Our Checkout supports one-time transactions of any value.
	·	Recurring Transactions : Recurring payments are utilized for daily, weekly, monthly and annual subscriptions. Our mobile gateway manages the entire process.
	·	Authorization : If a customer needs to validate a credit card without payment, we can generate an authorization request on a provided credit card. This transaction type is useful for physical goods merchants, companies looking to offer trials or our mobile charity auction product.

We currently work with Independ Sales Organizations (“ISO”) to distribute the services and integrate a merchant’s payment options. We work collaboratively with ISO’s to create a detailed sales and marketing plan, including prioritizing prospects from their existing client base and identifying external prospects.

ShieldSaver + JAG

JAG and ShieldSaver work together to drive leads and conversion to sales of Windshield repair and replacement. The ShieldSaver technology to designed to increase efficiency and remove inconsistency among vehicle repair costs.

SingleSeed

Singleseed launched its website (www.SingleSeed.com) in March 2018. The company is targeting direct to consumer hemp product sales. SingleSeed is using social marketing strategies and attending industry trade shows to drive additional purchases and distribution of their products

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Discount Indoor Garden Supplies

DIGS is a supplier of plant nutrients to commercial accounts. DIGS has two retail stores in California and provides consulting to new operations.

Intellectual Property

We generally rely upon copyright, trademark and trade secret laws to protect and maintain our proprietary rights for our technology and products.

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

Notwithstanding the steps we have taken to protect our intellectual property rights, third parties may infringe or misappropriate our proprietary rights. Competitors may also independently develop technologies that are substantially equivalent or superior to the technologies we employ in our products and services.

Competition

The markets for our products are intensely competitive, continually evolving and subject to changing technologies. We currently compete with Mobile Payment and Mobile Messaging Technology Provider systems, such as Square, Stripe, Vantiv, and on the messaging side Tatango, Waterfall, Upland and others. Many of our competitors are substantially larger than us and have significantly greater name recognition, sales and marketing, financial, technical, customer support and other resources. These competitors also may have more established distribution channels and stronger relationships with local, long distance and Internet service providers. These competitors may be able to respond more rapidly to new or emerging technologies and changes in customer requirements or to devote greater resources to the development, promotion and sale of their products.

These competitors may enter our existing or future markets with products that may be less expensive, that may provide higher performance or additional features or that may be introduced more quickly than our products. Key competitive factors in each of the segments in which we currently compete and may compete in the future include: low cost of ownership, product features, price and performance. We believe that our principal competitive advantages include:

	·	Managed Services Provider
	·	Text Message Payment options
	·	Rapid service delivery;
	·	Customized API Access for Clients
	·	Ability to Reduce Costs
	·	Cross market integration options

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

Government Regulation

Our cannabis division is subject to government regulation as the industry is as a whole. Currently, the suite of services offered through this division is available to the 29 states that have legalized cannabis. While the company believes the cannabis, industry is here to stay, it has developed technologies that could be remarketed to other industries should federal regulators change their current stance on the industry.

 

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MARKETING, SALES AND CUSTOMER SUPPORT

Marketing

We are organized and operate as two operating segments “in-house” services and “referral” services. Our marketing efforts currently focus on increasing demand for our solutions utilizing targeted email campaigns, SEO and SEM advertising. In addition, we generate awareness by participating in industry tradeshows, issuing press releases and articulating our messaging through our website. We conduct our marketing activities domestically to promote our products independently and in cooperation with our strategic partners. Our product information is available on our website, which contains overview presentations.

Sales

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

We have sales and support staff in various locations throughout the United States. Our inside sales group answers incoming calls from end users and refers new leads to a qualified partner. The inside sales group is also responsible for account management of our smaller resellers and end user clients. We also have multiple strategic partners who refer our products directly to a broad range of end-users.

RESEARCH AND DEVELOPMENT

The market for our products is characterized by rapidly changing technology, evolving industry standards and frequent product introductions. We believe that our future success depends in large part upon our ability to continue to enhance the functionality and uses of our core technology.

The majority of our product development is conducted in-house. We also use a small number of independent contractors to assist with certain product development and testing activities. We intend to continue working with our strategic partners to enhance our products.

We believe our future success relies on continued product enhancement. To accomplish this objective, we seek to improve product reliability, advance and broaden employed technologies while maintaining or reducing product cost. In addition, we actively pursue development of potential new products. Our efforts to enhance existing products and develop new products require extensive investment in research and development.

We intend to continue to focus on product innovation, quality improvement, performance enhancement and on-time delivery while striving for product cost improvements to promote added value for our products. We seek growth opportunities through the development of new applications for existing products, technological improvements for both new and existing markets and the acquisition and development of new products and competencies.

Employees

Currently SinglePoint and its subsidiaries employ a total of 14 individuals. These individuals consist of management, developers, sales and support staff. Some of these individuals are employed through outside sourcing company’s working with SinglePoint to hire qualified software engineers. We employ five full time employees.

Item 1A. Risk Factors.

Risks Related to Our Business

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

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

 

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

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

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

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

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

We market and sell our services to small- and medium-sized businesses. In order for us to improve our operating results and continue to grow our business, it is important that we continually attract new customers, sell additional services to existing customers and encourage existing customers to renew their subscriptions. However, selling to and retaining small- and medium- sized businesses can be more difficult than selling to and retaining large enterprises because small- and medium-sized business customers:

	·	are more price sensitive;
	·	are more difficult to reach with broad marketing campaigns;
	·	have high churn rates in part because of the nature of their businesses;
	·	often lack the staffing to benefit fully from our application suite’s rich feature set; and
	·	often require higher sales, marketing and support expenditures by vendors that sell to them per revenue dollar generated for those vendors.

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

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

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

 

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

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

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

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

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

We have had a history of operating losses since our inception and, as of March 31, 2018, we had an accumulated deficit of approximately $68 million. We may incur operating losses in the future, and these losses could be substantial and impact our ability to attain profitability. We do not expect to significantly increase expenditures for product development, general and administrative expenses, and sales and marketing expenses; however, if we cannot increase revenue growth, we will not achieve or sustain profitability or positive operating cash flows. Even if we achieve profitability and positive operating cash flows, we may not be able to sustain or increase profitability or positive operating cash flows on a quarterly or annual basis.

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

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

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

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

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

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

Risks Related to Employee Matters and Managing Growth

Our future success depends on our ability to retain our chief executive officer and other key executives and to attract, retain and motivate qualified personnel.

We are highly dependent on Gregory Lambrecht, our Chief Executive Officer, William Ralston, our President, as well as the other principal members of our management team. Although we have entered into employment agreements with Mr. Lambrecht and Mr. Ralston providing for certain benefits, including severance in the event of a termination without cause, these agreements do not prevent them from terminating their employment with us at any time. We do not maintain "key person" insurance for any of our executives or other employees. The loss of the services of any of these persons could impede the achievement of our research, development and commercialization objectives.

 

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In addition, we rely on consultants and advisors, to assist us in formulating our development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.

Risks Associated with Our Capital Stock

Because we will become a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.

Because we will not become a reporting company by conducting an underwritten initial public offering, or IPO, of our common stock, and because we will not be listed on a national securities exchange, security analysts of brokerage firms may not provide coverage of our company. In addition, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we were to become a public reporting company by means of an IPO because they may be less familiar with our company as a result of more limited coverage by analysts and the media, and because we became public at an early stage in our development.

Our common stock may become subject to the SEC's penny stock rules, which may make it difficult for broker-dealers to complete customer transactions and could adversely affect trading activity in our securities.

The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be less than $5.00 per share for some period of time and therefore would be a "penny stock" according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

	·	make a special written suitability determination for the purchaser;
	·	receive the purchaser's prior written agreement to the transaction;
	·	provide the purchaser with risk disclosure documents which identify certain risks associated with investing in "penny stocks" and which describe the market for these "penny stocks" as well as a purchaser's legal remedies; and
	·	obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a "penny stock" can be completed.

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

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

Our stock price may experience substantial volatility as a result of a number of factors, including:

	·	sales or potential sales of substantial amounts of our common stock;
	·	the success of competitive products or technologies;
	·	announcements about us or about our competitors, including new product introductions and commercial results;
	·	the recruitment or departure of key personnel;
	·	developments concerning our licensors or manufacturers;
	·	litigation and other developments;
	·	actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;
	·	variations in our financial results or those of companies that are perceived to be similar to us; and
	·	general economic, industry and market conditions.

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Many of these factors are beyond our control. The stock markets in general, and the market for FinTec and blockchain companies in particular, have historically experienced extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors could reduce the market price of our common stock, regardless of our actual operating performance.

We currently have outstanding shares of preferred stock that have special rights that could limit our ability to undertake corporate transactions, inhibit potential changes of control and reduce the proceeds available to our common stockholders in the event of a change in control. Additionally, even after our preferred stock converts to common stock, certain of our stockholders will have rights that could limit our ability to undertake corporation transactions and inhibit changes of control.

We currently have outstanding two classes of stock, common stock and preferred stock, and there is one series of preferred stock, Class A Convertible Preferred Stock. The holders of Class A Convertible Preferred Stock are entitled to super voting and super converting rights.

As a result of the rights our preferred stockholders have, we may not be able to undertake certain corporate transactions, including equity or debt offerings necessary to raise sufficient capital to run our business, change of control transactions or other transactions that may otherwise be beneficial to our businesses. These provisions may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which our common stockholders might otherwise receive a premium price for their shares. The market price of our common stock could be adversely affected by the rights of our preferred stockholders.

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

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

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

Our executive officers and directors hold collectively 43,950,000 shares of our Class A Convertible Preferred Stock (each share votes as the equivalent of 50 shares of common stock on all matters submitted for a vote by the common stockholders), and as such, they would be able to control all matters submitted to our stockholders for approval, as well as our management and affairs. For example, these persons, if they choose to act collectively, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire.

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

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

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

As a public reporting company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

Item 2. Financial Information.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing at the end of this Registration Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Registration Statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the "Risk Factors" section of this Registration Statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Plan of Operation

We are a technology and acquisition company with a focus on acquiring companies that will benefit from the injection of growth capital and technology integration. Our portfolio companies include mobile payments, ancillary cannabis services and blockchain solutions. has developed and released applications mainly in the mobile payments market. The company has been able to place and develop programs directed towards providing business efficiencies to underserved markets such as the cannabis businesses. Additionally, the Company has acquired a majority stake in four companies and minority stake in three others. The company is looking to tap into markets with exponential growth opportunities such as blockchain, cannabis, sports betting and mobile payments.

Results from Operations – For the year ended December 31, 2016 as compared to December 31, 2017.

Net Revenue

For the years ended December 31, 2017 and 2016, the Company had total sales of $259,634 and $922, respectively. The increase of $258,712 in revenues was due to the acquisitions made by the Company during 2017.

Cost of Revenue

Cost of Revenue increased from $26 for the year ending December 31, 2016 to $231,820 for the year ending December 31, 2017, an increase of $231,794. This increase was due to the increased cost of goods sold of some of our newly acquired subsidiaries.

Gross Profit

As a result of the foregoing, our gross profit was $896, for the year ended December 31, 2016, compared with $27,814, for the year ended December 31, 2017. The increase in our overall gross profit was a result of the newly acquired subsidiaries.

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Operating Expenses

Total operating expenses increased from $953,624 in 2016 to $41,133,695 in 2017, an increase of $40,180,071. The increase was primarily due to an increase in compensation due to the issuance of equity to our officers and directors, and impairment of goodwill during 2017. We had an increase in consulting fees of $242,479 in the year ended December 31, 2017 from the year ending December 31, 2016. This increase was due to an increase in the use of consultants to assist the Company in its operations. Compensation increase from $671,200 for the year ending December 31, 2016, as compared to $38,824,066 for the year ending December 31, 2017, an increase of $38,152,846, which was due to the issuance of equity to our officers and directors. Professional and legal fees increased from $33,372 for the year ending December 31, 2016, as compared to $134,091 for the year ending December 31, 2017, an increase of $100,719, which was due to increased auditing and legal expenses, primarily related to the audit of the Company’s financial statements. Investor relations expenses increased from $184,315 for the year ending December 31, 2016, as compared to $451,957 for the year ending December 31, 2017, an increase of $267,642, which was due to an increase in marketing of the Company’s and its subsidiaries products. General and administrative expenses from $31,337 for the year ending December 31, 2016, as compared to $269,525 for the year ending December 31, 2017, an increase of $238,188, which was due to an increase in expenses related to our acquisitions, moving our executive to a larger location, and acquiring insurance. For the year ending December 31, 2017 we incurred an impairment of goodwill of $1,178,197. This impairment was related to the reduction in goodwill relating to the purchase of DIGS.

Other Income (Expense)

Other Income (Expense) increased from ($1,278,940) in 2016 to ($11,619,483) in 2017. This increase was due to an increase in the loss on settlement of debt of $9,714,195 relating to the conversions by the holders of certain convertible instruments into shares of common stock.

Net Loss

For the year ended December 31, 2017 the Company had a net loss of approximately $52,693,560 compared to a net loss of approximately $2,231,668 for the year ended December 31, 2016, an increase of $50,461,892. The increase is primarily due to an increase in equity based compensation during 2017.

Liquidity and Capital Resources

As of December 31, 2017, the Company had $1,666,974 in Total Assets, consisting of $915,078 in cash, $385 in prepaid expenses, $15,355 in inventory and the remaining $736,156 in Non-Current Assets, consisting primarily of Intangible assets ($346,000) and Goodwill ($362,261). The Company’s total liabilities exceeded its consolidated current assets by approximately $1,516,000 as of December 31, 2017.

As of December 31, 2017, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

Our cash flows for the year ended December 31, 2017 and 2016 are summarized below:

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Net Cash Used in Operating Activities

For the year ended December 31, 2017, $970,981 net cash used in operating activities was primarily attributable to the additional companies we acquired as well as an increase in SEO marketing during the year. For the year ended December 31, 2016, $160,053 net cash used in operating activities was lower as we had fewer operating subsidiaries.

Net Cash Used in Investing Activities

For the year ended December 31, 2017, net cash used in investing activities of $310,000 was primarily the result of the increase in acquisitions as compared to zero for the year ended December 31, 2016.

Net Cash Provided by Financing Activities

For the year ended December 31, 2017, net cash provided by financing activities was $1,816,000 as compared to $538,350 for the year ended December 31, 2016. The increase was due to the cost of our acquisitions, and the increased expenses related thereto.

Results from Operations – For the three months ended March 31, 2017 as compared to March 31, 2018.

Net Revenue

For the three months ended March 31, 2018, the Company had total sales of $188,883 as compared to $411 for the three months ended March 31, 2017. The increase of $188,472 in revenues was due to the acquisitions made by the Company during 2017.

Cost of Revenue

Cost of Revenue increased to $120,756 for the three months ended March 31, 2018 from nil for the three months ended March 31, 2017 due to the acquisitions made by the Company during 2017.

Gross Profit

As a result of the foregoing, our gross profit was $68,127, for the three months ended March 31, 2018, compared with $411, for the three months ended March 31, 2017. The increase in our overall gross margin was a result of our acquisitions during 2017.

Operating Expenses

Total operating expenses increased from $401,581 for the three months ended March 31, 2017 to $464,175 for the three months ended March 31, 2018, an increase of $62,594. The increase was primarily due to an increase in general and administrative expenses related to our acquisitions in 2017, and an increase in advertising during the three months ended March 31, 2018.

Other Income (Expense)

Other Income (Expense) increased from ($12,003) for the three months ended March 31, 2017 to $63,142 for the three months ended March 31, 2018.

Net Loss

For the three months ended March 31, 2018 the Company had a net loss of approximately $333,408 compared to a loss of $413,173 for the three months ended March 31, 2017, an increase of $79,765. The increase is primarily due to an increase in revenue from glass sales during the three months ended March 31, 2018.

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Liquidity and Capital Resources

As of March 31, 2018, the Company had $1,251,647 in Total Assets, consisting of $360,773 in cash, $962 in accounts receivable, $12,992 in prepaid expenses, $23,564 in inventory and the remaining $853,356 in Non-Current Assets, consisting primarily of Intangible assets ($346,000) and Goodwill ($362,261). The Company’s total liabilities exceeded its consolidated current assets by approximately $1,624,000 as of March 31, 2018.

As of March 31, 2018, 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. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability.

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

Our cash flows for the three months ended March 31, 2018 and 2017 are summarized below:

Net Cash Used in Operating Activities

For the three months ended March 31, 2018, $430,002 net cash used in operating activities was primarily attributable to the net loss of $333,408, as well as accounts payable of $10,563 and accrued expenses of $18,084.

Net Cash Used in Investing Activities

For the three months ended March 31, 2018, net cash used in investing activities of $120,000 as compared to $210,000 for the three months ended March 31, 2017 as a result of equity investments during those periods.

Net Cash Provided by Financing Activities

For the three months ended March 31, 2018, net cash (used in) provided by financing activities was ($4,303) as compared to $428,501 for the three months ended March 31, 2017. The decrease was due to proceeds received from convertible notes of $448,501 in the three months ended March 31, 2017 as compared to $0 during the three months ended March 31, 2018.

Critical Accounting Policies

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

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Loss Contingencies

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

Income Taxes

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

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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

Recently Adopted Accounting Standards

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606, or ASU 2014-09. ASU 2014-09 establishes the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The accounting standards update also requires significantly expanded quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company is currently evaluating the impact that the implementation of ASU 2014-09 will have on the Company’s financial statements.

Item 3. Properties.

Currently the Company leases approximately 1,400 square feet of office space at 2999 North 44 ^th St Phoenix AZ 85018 at a monthly rent of $3,375.97. The lease term expires September 2019.

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Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following tables set forth, as of March 31, 2018, certain information concerning the beneficial ownership of our capital stock, including our common stock, and Class A Convertible Preferred Stock, by:

	·	each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;
	·	each director;
	·	each named executive officer;
	·	all of our executive officers and directors as a group; and
	·	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

As of March 31, 2018, the Company had authorized 2,000,000,000 shares of common stock and 60,000,000 shares of Class A Convertible Preferred Stock. There were 1,136,185,925 shares of common stock and 43,950,000 shares of Class A Convertible Preferred Stock outstanding as of March 31, 2018. Each share of Class A Convertible Preferred Stock is convertible at any time into 25 shares of common stock, totaling 1,193,750,000 shares of common stock assuming full conversion of all outstanding shares. Each share of Class A Convertible Preferred Stock votes with the shares of Common Stock and is entitled to 50 votes per share.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of March 31, 2018 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

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

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* Less than 1%.

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

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

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

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There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time, and due to its small size does not believe that committees are necessary at this time. As of the date of this Registration Statement the Company’s entire Board fulfills the duties of an audit committee. None of the directors held any directorships during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such act, or of any company registered as an investment company under the Investment Company Act of 1940.

Director and Officer Biographical Information

Gregory P. Lambrecht – Chairman of the Board/CEO/CFO

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

William (‘Wil’) Ralston – Director/President

Wil Ralston became President of the Company in August 2017. Prior to this he was a vice president of sales for the Company from 2013 to 2015. From 2015 to 2017 he was a market developer for Porch.com. Wil graduated cum laude from the WP Carey School of Business at Arizona State University with a degree in Global Agribusiness and a specialization in Professional Golf Management. Wil is currently recognized by the Professional Golfers Association of America (PGA) as a Class A Professional.

Eric Lofdahl – Director/CTO

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

Venugopal ('Venu') Aravamudan - Director

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

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Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

(1) had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) above, or to be associated with persons engaged in any such activity;

(5) has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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(1) Does not include 28,500,000 and 42,000,000 shares of common stock, and 7,000,000 and 16,800,000 shares of Class A Convertible Preferred Stock issued during the year ended December 31, 2016 and 2017 respectively. Does not include $100,000 of salary due Mr. Lambrecht during 2017, and $12.000 during 2016, which is owed by the Company to Mr. Lambrecht.

(2) Does not include 1,000,000 and 0 shares of common stock, and 0 and 3,600,000 shares of Class A Convertible Preferred Stock issued during the year ended December 31, 2016 and 2017 respectively.

(3) Does not include 0 and 0 shares of common stock, and 1,000,000 and 3,600,000 shares of Class A Convertible Preferred Stock issued during the year ended December 31, 2016 and 2017 respectively.

Director Compensation

Directors do not receive compensation for serving as a Director of the Company.

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Employment Agreements

Except for the following agreements, the Company does not have any written agreements with any of its executive officers. In May 2018 the Company entered into an Employment Agreement with Mr. Lambrecht. The Agreement provided that Mr. Lambrecht would serve as CEO and CFO of the Company for a term of three years at an annual salary of Two Hundred Twenty Thousand Dollars ($220,000), and an incentive bonus as determined by the board of directors. In addition, during the term the Company shall provide: an automobile allowance of Five Hundred Dollars ($500) Dollars per month, and health care reimbursement of One Thousand Dollars ($1,000) per month. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such Term (as defined in the agreement. If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for Cause (as defined in the agreement), then the Company shall pay his Base Salary through the date of his termination and there shall be no further entitlement to any other compensation or benefits from the Company. If employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control (as defined in the agreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iv) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, (iv) pay expense reimbursement amounts through the date of termination. While the Company does not currently have a stock option plan, if one is created in the future and options are granted to Mr. Lambrecht, all such Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Lambrecht shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Lambrecht for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), and (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.

In May 2018 the Company entered into an Employment Agreement with Mr. Ralston. The Agreement provided that Mr. Ralston would serve as President of the Company for a term of three years at an annual salary of One Hundred Thousand Dollars ($100,000), and an incentive bonus as determined by the board of directors. In addition, during the term the Company shall provide: an automobile allowance of Five Hundred Dollars ($500) Dollars per month, and health care reimbursement of One Thousand Dollars ($1,000) per month. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such Term (as defined in the agreement. If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for Cause (as defined in the agreement), then the Company shall pay his Base Salary through the date of his termination and there shall be no further entitlement to any other compensation or benefits from the Company. If employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control (as defined in the agreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iv) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, (iv) pay expense reimbursement amounts through the date of termination. While the Company does not currently have a stock option plan, if one is created in the future and granted to Mr. Ralston, all such Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Ralston shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Ralston for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), and (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.

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Stock Option Plan and other Employee Benefits Plans

The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.

Overview of Compensation Program

We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.

Compensation Philosophy and Objectives

The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative.

Role of Executive Officers In Compensation Decisions

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

During the years ended December 31, 2017 and 2016 the Company issued shares of common stock and Class A Convertible Preferred Stock to our executive officers (as listed above). As of December 31, 2017 and 2016, a total of $358,167 and $289,000, respectively, was accrued for unpaid officer wages due the Company’s CEO under the CEO’s employment agreement.

Promoters and Certain Control Persons

None.

List of Parents

None.

Director Independence

The Company has one independent director. All current directors are shareholders of the Company.

Item 8. Legal Proceedings.

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. We 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.

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Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.

Holders

As of March 31, 2018, there were 1,136,185,925 shares of common stock outstanding, which were held by approximately 203 record holders. In addition, there were 43,950,000 shares of our Class A Convertible Preferred Stock outstanding, which were held by five record holders.

Dividends

We have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently maintain any Equity Compensation Plans.

Item 10. Recent Sales of Unregistered Securities.

Set forth below is information regarding shares of common stock and preferred stock issued, and options granted, by us during the last two fiscal years, that were not registered under the Securities Act. Also included is the consideration, if any, received by us, for such shares and options and information relating to the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

Common Stock

2016

On April 27, 2016, the Company issued 4,000,000 shares of common stock to a third party as an initial payment for an ownership interest in GoDraft.com, a daily fantasy sports enterprise and 4,000,000 shares of Common Stock to Jump Television Studios, LLC.

On June 3, 2016 and July 14, 2016, the Company issued 54,719,562 and 42,417,815 shares, respectively, of its common stock, (a total of 97,137,377) to a third party for an ownership stake in Draft Fury, a daily fantasy sports enterprise.

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In August 2016 the Company issued 28,500,000 shares of Common Stock to Gregory P. Lambrecht for conversion of 4,750,000 shares of Series A Convertible Preferred Stock (“Class A Stock”).

During the year ended December 31, 2016, the Company issued an aggregate of 130,221,314 common shares for convertible notes payable converted by the noteholders with an aggregate balance of approximately $870,000, of which approximately $356,000 was not received by the Company until 2017 and is reflected as common stock subscriptions receivable on the accompanying financial statements.

During the year ended December 31, 2016, the Company issued 11,504,000 shares of common stock for services at an aggregate price of $101,927.

2017

In March 2017, the Company issued 4,878,049 shares of common stock for its acquisition of 10% investment stake of Jacksam Corporation.

In March 2017, the Company issued an aggregate of 2,629,944 shares of common stock for services with a fair value of $144,647.

In March 2017, the Company issued an aggregate of 42,000,000 shares to Gregory Lambrecht for conversion of 7,000,000 shares of Class A Stock.

On May 17, 2017, the Company, in connection with its acquisition of a 90% interest in Discount Garden Supply, Inc., issued 14,285,714 shares of common stock with a fair value of $1,092,857.

On August 31, 2017, the Company issued 5,000,000 shares of the Company’s common stock in exchange for 1,000,000 WEED tokens, a digital crypto currency.

In October 2017, in connection with the acquisition of a 51% equity stake in Jiffy Auto Glass, the Company issued, 5,078,125 shares of common stock with a fair value of $318,906.

In December 2017, the Company issued an aggregate of 25,000,000 shares to the Company’s CTO for conversion of 1,000,000 shares of Class A Stock.

During the year ended December 31, 2017, the Company issued 25,000,000 shares of the Company’s common stock to Corey Lambrecht (former board member, nephew of President, Greg Lambrecht) noteholder for conversion of $50,000 of notes purchased from Stockbridge Enterprises, L.P. (the “SB Notes”), at a price of $0.002 per share.

During the year ended December 31, 2017, the Company issued an aggregate of 197,680,000 common shares for convertible notes payable converted by the noteholders with an aggregate balance of approximately $617,500,

* Converted into shares of Common Stock

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Warrants

In October 2017, the Company entered into transactions with two investors, whereby the investors agreed to purchase an aggregate of $4,640,000 principal amount of Convertible Promissory Notes (in separate tranches) and issued warrants to purchase an aggregate of 10,000,000 shares of common stock at an exercise price of $.10 per share (subject to adjustment) for a period of five years (for a more detailed discussion see Item 11 below).

Each of the foregoing unregistered sales was exempt from registration under Section 4(a)(2) and Rule 506 of the Securities Act, as none of the transactions involved a public offering.

Item 11. Description of Registrant's Securities to be Registered.

We are registering on this Registration Statement only our common stock, the terms of which are described below. However, because our preferred stock will remain outstanding following the effectiveness of this Registration Statement, we also describe below the terms of our preferred stock to the extent such terms qualify the rights of our common stock.

As of May 30, 2018, we had 2,000,000,000 authorized shares of common stock, par value $0.0001 per share. As of May 30, 2018, we had 60,000,000 authorized shares of preferred stock, par value $0.0001 per share, of which 60,000,000 were designated Class A Convertible Preferred Stock.

Common Stock

Subject to the voting rights of the Company’s preferred stock, at any meeting of the shareholders, every shareholder of common stock is entitled to vote and may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

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

All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. Except as otherwise required by law or the Articles of Incorporation, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

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

Preferred Stock

The Class A Convertible Preferred Stock has the following rights and preferences (as is more fully set forth in Certificate of Designation of the Class A Convertible Preferred Stock).

Ranking

The Class A Convertible Preferred Stock ranks, a to dividends and upon liquidation, senior and prior to the Common stock of the Company.

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Liquidation

In the event of liquidation, dissolution or winding up of the Company, the holders of the Class A Convertible Preferred Stock are entitled, out of the assets of the Company legally available for distribution, to receive, before any payment to the holders of shares of Common Stock or any other class or series of stock ranking junior, and amount per share equal to $1.00

Voting

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

Conversion

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

Convertible Instruments

The following is a description of the material terms of the convertible instruments which remain outstanding as of March 31, 2018 (copies of such are incorporated by reference to the Exhibits hereto, all capitalized terms not otherwise defined shall have that meaning set forth in the applicable agreement referenced)):

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

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

The Company agreed to secure the Secured Promissory Notes by all of its assets as set forth in the Security Agreement.

Secured Promissory Notes

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

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Secured Investor Notes (11)

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

Warrants

Pursuant to the Securities Purchase Agreement the Company issued warrants to purchase an aggregate of 10,000,000 shares of common stock at an exercise price of $.10 per share (subject to adjustment) for a period of five years. The warrants contain penalties for late delivery of the shares of common stock by the Company upon exercise.

Item 12. Indemnification of Directors and Officers.

Our Articles of Incorporation and bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by the Nevada Revised Statutes. These provisions state that certain persons (hereinafter called “lndemnitees”) may be indemnified by a Nevada corporation pursuant to the provisions of applicable law, namely, any person (or the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Company will indemnify the Indemnitees in each and every situation where the Company is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Company will also indemnify the Indemnitees in each and every situation where, under the aforesaid statutory provisions, the Company is not obligated, but is nevertheless permitted or empowered, to make such indemnification. Before making such indemnification with respect to any situation covered under the foregoing sentence, the Company will make a determination as to whether each Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful. No such indemnification shall be made (where not required by statute) unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee's conduct was unlawful.

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Item 13. Financial Statements and Supplementary Data.

The information required by this item may be found beginning on page F-1 of this Registration Statement and are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

We have had no disagreements with our independent auditors on accounting or financial disclosures.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

Financial Statements:

For the Years Ended December 31, 2017 and 2016

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2017 and 2016

Consolidated Statements of Operations for the years ended December 31, 2017 and 2016

Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2017 and 2016

Consolidated Statement of Cash Flows for the years ended December 31, 2017 and 2016

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 (Unaudited)

Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017

Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017

Consolidated Statements of Changes in Stockholders' Deficit for the three months ended March 31, 2018

Consolidated Statement of Cash Flows for the periods ended March 31, 2018 and 2017

Notes to Consolidated Financial Statements

(b) Exhibits.

See the Exhibit Index attached hereto which is incorporated by reference.

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SINGLEPOINT, INC.

CONSOLIDATED FINANCIAL STATEMENTS

AND REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

For the Years Ended December 31, 2017 and 2016

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of SinglePoint, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SinglePoint, Inc. and its subsidiaries (the “Company”) as of December 31, 2017 and 2016 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and the results of its consolidated operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

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

Basis for Opinion

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

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

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

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

April 16, 2018

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

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SINGLEPOINT, INC.
CONSOLIDATED BALANCE SHEETS
		December 31, 2017				December 31, 2016
ASSETS
CURRENT ASSETS:
Cash		$	915,078			$	380,059
Prepaid expenses			385				-
Inventory			15,355				-
Total Current Assets			930,818				380,059
NON-CURRENT ASSETS:
Equipment, net			3,547				-
Investment			20,000				-
Intangible asset			346,000				-
Goodwill			362,261				-
Notes receivable - related parties			4,225
Other assets			123				-
Total Assets		$	1,666,974			$	380,059
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES:
Accounts payable		$	142,395			$	30,225
Accrued expenses, including accrued officer salaries			551,384				401,867
Convertible notes payable, net of debt discount (Note 4)			350,295				140,872
Advances from related party			70,832				20,000
Derivative liability			324,774				118,147
Total Current Liabilities			1,439,680				711,111
LONG-TERM LIABILITIES:
Convertible notes payable, net of debt discount (Note 4)			1,007,271				-
Total Liabilities			2,446,951				711,111
Commitments and Contingencies (Note 9)
STOCKHOLDERS' DEFICIT
Class A convertible preferred stock, par value $0.0001; 60,000,000 shares
authorized; 47,750,000 and 31,750,000 shares issued and outstanding			4,775				3,175
Common stock, par value $0.0001; 2,000,000,000 shares authorized;
935,585,925 and 639,034,093 shares issued and outstanding			93,559				63,903
Common stock subscriptions receivable			-				(355,500	)
Additional paid-in capital			59,951,381				8,061,698
Accumulated deficit			(60,797,888	)			(8,104,328	)
Total Singlepoint, Inc. stockholders' deficit			(748,173	)			(331,052	)
Non-controlling interest			(31,804	)			-
Total Stockholders' Deficit			(779,977	)			(331,052	)
Total Liabilities and Stockholders' Deficit		$	1,666,974			$	380,059
The accompanying notes are an integral part of these consolidated financial statements.

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

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SINGLEPOINT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Years Ended December 31, 2017 and 2016
		Preferred Stock Par Value $0.0001								Common Stock Par Value $0.0001								Stock				Additional								Non-				Total
		Number of Shares				Amount				Number of Shares				Amount				Subscriptions Receivable				paid-in Capital				Accumulated Deficit				controlling Interest				Stockholders' Deficit
Balance, December 31, 2015			26,500,000			$	2,650				367,671,402			$	36,767			$	-			$	5,170,484			$	(5,872,660	)		$	-			$	(662,759	)
Issuance of common shares for services											11,504,000				1,150								100,777												101,927
Issuance of common shares for investments											101,137,377				10,114								969,486												979,600
Issuance of common shares for convertible note											130,221,314				13,022				(355,500	)			856,828												514,350
Issuance of preferred shares for services			10,000,000				1,000																539,000												540,000
Conversion of preferred shares			(4,750,000	)			(475	)			28,500,000				2,850								(2,375	)											-
Valuation of beneficial conversion feature of debt																							418,368												418,368
Resolution of derivative liability due to debt conversion																							9,130												9,130
Net loss																											(2,231,668	)							(2,231,668	)
Balance, December 31, 2016			31,750,000			$	3,175				639,034,093			$	63,903			$	(355,500	)		$	8,061,698			$	(8,104,328	)		$	-			$	(331,052	)
Issuance of common shares for services											2,629,944				263								144,384												144,647
Issuance of common shares for investments											29,241,888				2,924								2,098,742												2,101,666
Issuance of common shares for convertible note											197,680,000				19,769				355,500				9,991,616												10,366,885
Issuance of preferred shares for services			24,000,000				2,400																38,637,600												38,640,000
Conversion of preferred shares			(8,000,000	)			(800	)			67,000,000				6,700								(5,900	)											-
Warrants issued with convertible notes payable																							237,161												237,161
Resolution of derivative liability due to debt conversion																							786,080												786,080
Non-controlling interest in subsidiaries																															(31,804	)			(31,804	)
Net loss																											(52,693,560	)							(52,693,560	)
Balance, December 31, 2017			47,750,000			$	4,775				935,585,925			$	93,559			$	-			$	59,951,381			$	(60,797,888	)		$	(31,804	)		$	(779,977	)
The accompanying notes are an integral part of these consolidated financial statements.

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SINGLEPOINT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
		For the Year				For the Year
		Ended				Ended
		December 31, 2017				December 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(52,693,560	)		$	(2,231,668	)
Adjustments to reconcile net loss to net cash used in operating activities
Income attributable to non-controlling interests			(31,804	)			-
Common stock issued for services			144,647				101,927
Changes in fair value of investments			608,402				979,600
Amortization of loan costs			460,356				244,240
Gain on change in fair value of derivatives			270,829				(132,423	)
Excess of fair value of derivative over debt principal			471,880				127,700
(Gain) loss on debt settlement			9,724,195				10,000
Preferred stock issued for services			38,640,000				540,000
Impairment of goodwill			1,178,197				-
Changes in operating assets and liabilities:
Prepaid expenses			(385	)			-
Inventory			(2,995	)			-
Accounts payable			49,438				6,164
Accrued expenses			209,819				194,407
NET CASH USED IN OPERATING ACTIVITIES			(970,981	)			(160,053	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for investments			(230,000	)			-
Cash paid for acquisition of subsidiaries			(80,000	)			-
NET CASH USED IN INVESTING ACTIVITIES			(310,000	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock			355,500				-
Proceeds from advances from related party			-				41,000
Payments on advances to related party			-				(24,000	)
Proceeds from issuance of convertible notes, net			1,460,500				521,350
NET CASH PROVIDED BY FINANCING ACTIVITIES			1,816,000				538,350
NET CHANGE IN CASH			535,019				378,297
Cash at beginning of year			380,059				1,762
Cash at end of year		$	915,078			$	380,059
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid		$	-			$	-
Income tax paid		$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to acquire investments		$	343,903			$	979,600
Common stock issued to acquire intangible asset		$	346,000			$	-
Common stock issued to acquire subsidiaries		$	1,411,763			$	-
Warrants for debt		$	237,163			$	418,368
Original issue discount charged to interest		$	16,493			$	19,500
Common stock issued for conversion of debt		$	10,366,885			$	514,350
Debt discount from derivative liability		$	-			$	142,000
Derivitive liability settlements		$	786,080			$	9,130
Conversion of preferred stock to common stock		$	800			$	475
Derivative liability recognized from convertible debt		$	721,880			$	250,570
The accompanying notes are an integral part of these consolidated financial statements.