Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
GROW YOUR OWN WATER... SGTM partners with VRM. Watch this:
Hurricane IAN is going to be a nice paycheck for SGTM. It’s coming right through their backyard.
**What the Partnership really means**
SUPPLEMENTAL INFORMATION AND DISCLOSURE STATEMENT THE SUSTAINABLE GREEN TEAM, LTD.
A Delaware Corporation
24-200 County Road Astatula, FL 34705
Telephone: (407) 886-8733
Corporate Website: www.thesustainablegreenteam.com Corporation Email: info@nationalarborcare.com
________________________________ SIC - 0783
Trading Symbol: SGTM
OTC Pink Supplemental Disclosure– Current Reporting of Material Corporate Events Entry Into a Material Definitive Agreement
As reported by The Sustainable Green Team, Ltd. (the “Company”) in its Financial Statements and Notes for the fiscal quarter ended July 2, 2022, which were uploaded to OTC Markets on August 22, 2022, on August 9, 2022, the Company entered into a restricted sub- license agreement (the “Agreement”) with an innovative soil technology company, VRM Global Holdings Pty Ltd, and its wholly owned subsidiary VRM International PTY LTD (referred to herein together as the “Licensor”). Pursuant to the Agreement, the Licensor agreed to grant the Company a restricted sub-license (the “Sub-License”), pursuant to which the Licensor will allow the Company to use certain rights and entitlements as identified in the Agreement and provide the Company with certain products as identified in the Agreement, and referred to therein as the inputs, which will allow the Company to manufacture soil products from its existing and future fiber products.
Pursuant to the Agreement, in consideration of the grant of the Sub-License, the Company agreed to issue to the Licensor, 500,000 shares of its common stock simultaneously with the execution of the Agreement. Additionally, in consideration of the grant of the Sub- License, the Company agreed to make to the Licensor, two (2) cash payments of $500,000 each, conditioned on the Company reaching a certain milestone, and if reached, to be paid with the first payment due upon the achievement of such milestone within the calendar year 2022 and the second payment due on the one (1) year anniversary of the first payment.
The Term of the Agreement is for a period of five (5) years. Pursuant to the Agreement, if the milestone is not achieved and the initial cash payment is not made by February 4, 2023, the
Licensor may in its sole discretion terminate the Agreement. The Agreement can also be terminated at any time by the written agreement of the parties.
For additional information regarding the Licensor, please refer to their website at: https://
www.vrmbiologik.com/. Please note that the information contained on, or accessible through, the foregoing website is not a part of, and is not incorporated by reference into, this Supplemental Information and Disclosure Statement.
The entry into the Agreement, as well as the activities contemplated thereby, did not and do not, constitute a change in control, as the Company’s largest shareholder remains unchanged and no other person became the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities. Additionally, there was no change in the composition of the Company’s board of directors and nor was there any change to the officers of the Company. Accordingly, there was no change in control of the Company.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This disclosure statement contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward- looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this disclosure statement. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this disclosure statement, whether as a result of new information, future events or otherwise.
The Sustainable Green Team, Ltd.
Date: September 6, 2022 Signature: /s/ Anthony J. Raynor Name: Anthony J. Raynor
Title: Chief Executive Officer
No VRM is an organic fertilizer company based out of Australia valued at about 100million They discovered a group of bacterium in 1989 when introduced to green waste it changes the green waste into organic fertilizer that actually manufactures water through and sequesters Nutrients out of the air at an extreme rate leading to the healthiest food. The process called HydroSynthisis.
is that the video production company they bought?
ever since then no news..
really thought this was a gem in the OTC, still up but with no news and no storms this year I hope there is something new happening
I work with Ken Bellamy owner of VRM
they are suffering as there haven't been any storms to clean up after (and from which they got paid to collect their raw materials for mulching...
what have you heard - wish I had sold out below $9 - put in a sell order at $9 never got there.
I like what’s coming down the pipeline with SGTM
SUPPLEMENTAL INFORMATION AND DISCLOSURE STATEMENT THE SUSTAINABLE GREEN TEAM, LTD.
A Delaware Corporation
24-200 County Road Astatula, FL 34705
Telephone: (407) 886-8733
Corporate Website: www.thesustainablegreenteam.com Corporation Email: info@nationalarborcare.com
________________________________ SIC - 0783
Trading Symbol: SGTM
OTC Pink Supplemental Disclosure– Current Reporting of Material Corporate Events Entry Into a Material Definitive Agreement
As reported by The Sustainable Green Team, Ltd. (the “Company”) in its Financial Statements and Notes for the fiscal quarter ended July 2, 2022, which were uploaded to OTC Markets on August 22, 2022, on August 9, 2022, the Company entered into a restricted sub- license agreement (the “Agreement”) with an innovative soil technology company, VRM Global Holdings Pty Ltd, and its wholly owned subsidiary VRM International PTY LTD (referred to herein together as the “Licensor”). Pursuant to the Agreement, the Licensor agreed to grant the Company a restricted sub-license (the “Sub-License”), pursuant to which the Licensor will allow the Company to use certain rights and entitlements as identified in the Agreement and provide the Company with certain products as identified in the Agreement, and referred to therein as the inputs, which will allow the Company to manufacture soil products from its existing and future fiber products.
Pursuant to the Agreement, in consideration of the grant of the Sub-License, the Company agreed to issue to the Licensor, 500,000 shares of its common stock simultaneously with the execution of the Agreement. Additionally, in consideration of the grant of the Sub- License, the Company agreed to make to the Licensor, two (2) cash payments of $500,000 each, conditioned on the Company reaching a certain milestone, and if reached, to be paid with the first payment due upon the achievement of such milestone within the calendar year 2022 and the second payment due on the one (1) year anniversary of the first payment.
The Term of the Agreement is for a period of five (5) years. Pursuant to the Agreement, if the milestone is not achieved and the initial cash payment is not made by February 4, 2023, the
Licensor may in its sole discretion terminate the Agreement. The Agreement can also be terminated at any time by the written agreement of the parties.
For additional information regarding the Licensor, please refer to their website at: https://
www.vrmbiologik.com/. Please note that the information contained on, or accessible through, the foregoing website is not a part of, and is not incorporated by reference into, this Supplemental Information and Disclosure Statement.
The entry into the Agreement, as well as the activities contemplated thereby, did not and do not, constitute a change in control, as the Company’s largest shareholder remains unchanged and no other person became the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities. Additionally, there was no change in the composition of the Company’s board of directors and nor was there any change to the officers of the Company. Accordingly, there was no change in control of the Company.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This disclosure statement contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward- looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this disclosure statement. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this disclosure statement, whether as a result of new information, future events or otherwise.
The Sustainable Green Team, Ltd.
Date: September 6, 2022 Signature: /s/ Anthony J. Raynor Name: Anthony J. Raynor
Title: Chief Executive Officer
THE SUSTAINABLE GREEN TEAM, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED JULY 2, 2022
THE SUSTAINABLE GREEN TEAM LTD. AND SUBSIDIARIES FOR THE FISCAL QUARTER ENDED JULY 2, 2022
TABLE OF CONTENTS
Condensed Unaudited Consolidated Balance Sheets
Condensed Unaudited Consolidated Statements of Operations
Condensed Unaudited Consolidated Statements of Changes in Stockholders’ Equity Condensed Unaudited Consolidated Statements of Cash Flows
Notes to Unaudited Condensed Consolidated Financial Statements
Page
3
4
5
6 - 7 8 - 23
2
ASSETS
Short-term investments
Accounts receivable, net of allowance for doubtful accounts Due from Factor
Current Assets Cash
$
788,242 52 2,538,626 - 7,588,085 1,503,504 12,418,509
52,049,146
1,051,702 324,000 84,440 977,355 2,437,497
66,905,152
2,671,776 249,186 4,486,461 7,407,423
751,606 17,480,621 18,232,227 25,639,650
-
9,046 34,636,450 6,620,006 41,265,502
66,905,152
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
July 2, 2022
January 1, 2022
$ Inventories 6,872,474
Prepaid expenses and other current assets Total Current Assets
Property and equipment, net
Other Assets
Long-term investments Goodwill
Intangibles, net
ROU asset
Total Other Assets
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses Current portion of lease liability
Notes payable
Total Current Liabilities
Long-term Liabilities
Lease liabilities, net of current portion Notes payable, net of current portion
Total Long-term Liabilities Total Liabilities
Commitments and contingencies
Stockholders' Equity
Preferred Series A stock, $0.0001 par value, 5,000,000 shares authorized,
90 shares outstanding
Common stock, $0.0001 par value; 245,000,000 shares authorized;
88,026,816 and 90,460,425 shares issued and outstanding, respectively Additional paid-in capital
Retained earnings
Total Stockholders' Equity
1,985,014 10,426,812
59,298,068
1,075,426 324,000 79,160 847,037 2,325,623
72,050,503
4,559,059 211,950 8,074,043 12,845,052
654,149 18,663,621 19,317,770 32,162,822
-
8,569 34,961,858 4,917,254 39,887,681
$
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
$
55,544 52 516,170 997,558
$ $
$
Total Liabilities and Stockholders' Equity
72,050,503
$
3
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
July 2, 2022
July 3, 2021
July 2, 2022
22,553,804 21,241,500 1,312,304
2,571,627 11,280 2,582,907
(1,270,603)
(923,322) 598,300 1,236,080 16,923 124,269 1,052,250
(218,353) 21,968 (240,321)
(0.00) (0.00)
87,410,242 93,050,246
July 3, 2021
Three Months Ended
Six Months Ended
Net Revenue Cost of revenue
Total gross profit
Operating expenses
Selling, general and administrative Depreciation and amortization
Total operating expenses
Income (loss) from operations
Other income (expense) Interest expense, net Bargain purchase gain
Debt forgiveness
Gain on sales of fixed assets Other income, net
Total other expense
Income (loss) before provision for income taxes Provision for income taxes
Net Income (loss) $
Net Income (loss) per common share - basic $ Net Income (loss) per common share - diluted $
Weighted average shares outstanding - basic Weighted average shares outstanding - diluted
$
12,224,356 12,034,443 189,913
1,296,221 5,640 1,301,861
(1,111,948)
(498,278) - 1,236,080 - 57,664 795,466
(316,482) - (316,482)
(0.00) $ (0.00) $
85,723,155 91,363,159
$
11,697,421 10,998,669 698,752
1,058,349 7,740 1,066,089
(367,337)
(235,797) - 1,458,200 - 3,534 1,225,937
858,600 (58,315)
916,915 $
0.01 $ 0.01 $
89,493,405 89,493,405
$
$
20,989,352 18,889,880 2,099,472
2,223,303 14,600 2,237,903
(138,431)
(485,585) - 1,458,200 - (47) 972,568
834,137 38,656 795,481
0.01 0.01
89,466,757 89,466,757
$
$
$ $
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
4
Six Months Ended July 2, 2022: Balance at January 1, 2022
Stock subscriptions Stock redemptions Net income
Balance at April 2, 2022
Stock subscriptions Stock redemptions Net loss
Balance at July 2, 2022
Six Months Ended July 3, 2021:
Balance at January 2, 2021
Stock issued for 2020 debt inducement Stock issued for compensation
Net loss
Additional
Preferred Stock Common Stock Paid-in Retained
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
Shares
90
90
90
Amount Shares Amount Capital Earnings Total
$
$
$
- 90,460,425 1,466,667 (3,900,275)
- 88,026,817
266,667 (2,600,183)
- 85,693,300
$
$
9,046 147 (390)
8,803
26.67 (260)
$ 8,569
$34,636,450 1,099,853 (584,651)
$35,151,652
199,973 (389,767)
$34,961,858
Additional Paid-in Capital
$ 6,825,996 62,970 28,797
$ 6,917,763
$ 6,620,006
(877,459) 76,161
$ 5,818,710
(584,972) (316,482)
$ 4,917,256
Retained Earnings
$ 3,957,946
(121,435) $ 3,836,511
916,915 $ 4,753,426
$41,265,502 1,100,000 (1,462,500) 76,161
$40,979,163
200,000 (975,000) (316,482)
$39,887,681
Total
$10,792,859 63,000 28,800 (121,435)
$10,763,224 916,915 $11,680,139
Preferred Stock
Common Stock
Balance at April 3, 2021
Net income
Balance at July 3, 2021
Shares
90
90
Amount
$ -
$ -
Shares
89,168,405 300,000 25,000
89,493,405
$
$
Amount
8,917 30 3
8,950
90
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
$ -
89,493,405
$
8,950
$ 6,917,763
5
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Cash flows from operating activities:
Net Income (Loss)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts Depreciation and amortization
Common stock issued as compensation Equity investment in long term investment Bargain purchase gain
Gain on sale of fixed assets
Gain on Paycheck Protection Program debt forgiveness Changes in operating assets and liabilities:
$
(240,321)
- 1,819,666 - (50,667) (598,300) (16,923) (1,236,080)
$
Accounts receivable, net
Due from Factor
Inventory 715,611
Prepaid expenses and other current assets
Accounts payable and accrued expenses Net cash from (used in) operating activities
Cash flows from investing activities:
Purchases of property, and equipment & ROU assets
Net short-term investment redemptions (purchases)
Proceeds from long-term investments Net cash from (used in) investing activities
Cash flows from financing activities: Borrowings under factoring
Repayments under factoring
Principal payments on leases
Proceeds from notes payable
Payment on notes payable
Payment on notes payable, related parties Stock Subscriptions
Stock redemptions
Net cash provided by (used in) financing activities
Net increase (decrease) in cash Cash - beginning of period Cash - end of period
$
(481,510) 1,887,283 2,270,567
(3,450,109) - 26,943 (3,423,166)
10,585,975 (10,032,885) (134,694) 4,507,500 (3,368,495) - 1,300,000 (2,437,500) 419,901
(732,698) 788,242 55,544
$
Six Months Ended July 2, 2022
July 3, 2021
795,481
(350) 1,692,744 28,800 - - - (1,458,200)
(2,206,528) - 1,470,093 5,372 1,049,101 1,376,513
(323,864) (600,411) 34,580 (889,695)
-
- (87,699) 1,236,080 (701,130) (698,194) - - (250,943)
235,875 506,287 742,162
1,469,366 (997,558)
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
6
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS continued (Unaudited)
Six Months Ended
Supplemental cash flow information: Cash paid for:
Interest
Income taxes
Non-cash investing and financing activities:
Forgiveness on note payable
Purchase of property and equipment for notes payable Acquisition of right of use assets for lease obligations Property and equipment bargain purchase recognition Stock issued for accrued debt inducement
$ $
$ $ $ $ $
July 2, 2022
954,687 -
1,236,080 4,867,658 -
598,300 -
July 3, 2021
$ 186,003 $-
$ 1,458,200 $ 197,515 $ 684,142
$ 63,000
The accompanying footnotes are an integral part of these condensed consolidated
financial statements.
7
THE SUSTAINABLE GREEN TEAM, LTD. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Corporate History
The Sustainable Green Team, Ltd., (f/k/a Sierra Gold Corp.) (the “Parent” or “SGTM”), a Delaware corporation, conducts business activities principally through its three wholly-owned subsidiaries: National Storm Recovery LLC (“NSR LLC”), a Delaware limited liability company, Mulch Manufacturing, Inc., an Ohio corporation (“MM”) and Sierra Gold Merger Corp. (“SGMC”), a Delaware corporation (collectively, the “Company”).
The Company was initially formed, under the name Alpha Diamond Corporation in the State of Nevada on January 22, 1997. It’s undergone multiple name changes over the years and a domicile change to Wyoming on February 15, 2011.
Effective April 18, 2019, Sierra Gold Corp., (“SGCP”), entered into an equity exchange agreement (the “Merger”), as amended on December 31, 2019 with NSR LLC, pursuant to which SGCP acquired all of the membership units of NSR LLC. Upon closing, NSR LLC became a wholly-owned subsidiary of SGCP.
On July 22, 2019, a Certificate of Amendment was filed with the State of Wyoming to change the name of the Company from “Sierra Gold Corporation” to “National Storm Recovery, Inc.” and to affect a 1 for 10,000 reverse stock split. At September 11, 2019, the Company’s trading symbol changed from “SGCP” to “NSRI”.
The stock split decreased the issued and outstanding shares of its common stock from 3,406,865,285 to 602,636 (after rounding up to a 100 share minimum) before SGCP issued 40,000,000 shares of its common stock to the members of NSR LLC as consideration for the equity interest’s exchange. As a result of the Merger, NSR LLC members acquired 99% of SGCP’s issued and outstanding shares of common stock and SGCP changed its principal focus to providing tree services, debris hauling and removal, biomass recycling, mulch manufacturing, packaging and sales.
The Merger was treated as a reverse recapitalization effected by an equity exchange for financial and reporting purposes since SGCP was deemed to be a shell corporation with nominal operations and no assets at the time of the merger. NSR LLC is considered the acquirer for accounting purposes, and the SGCP’s historical financial statements before the Merger have been replaced with the historical financial statements of NSR LLC before the Merger in future filings.
On December 31, 2019, the Company entered into a restructuring as a holding company pursuant to Delaware General Corporation Law (“DGCL”) §251(g) known as “the Delaware Holding Company Statute.” In order to affect this restructuring NSRI and NSR LLC company each changed domiciles to the State of Delaware by filing Certificates of Conversion. Immediately thereafter, NSRI incorporated SGTM as its wholly-owned subsidiary and SGTM formed Sierra Gold Merger Corp., a Delaware corporation (“SGMC”) as its wholly-owned subsidiary. Similarly, NSR LLC issued SGTM, 1,000 limited liability company Common Membership Units. Each of the four parties next executed an Agreement and Plan of Merger (the “Merger Agreement”) as well as a Certificate of Merger, the latter of which was filed with the Delaware Secretary of State Division of Corporations on December 31, 2019 (collectively, the “Reorganization”). Pursuant to the terms of the Reorganization, NSRI merged down into SGMC with SGMC surviving as the successor to the reorganization, with all of the assets and liabilities of NSRI merging into SGMC and the separate existence of NSRI ceasing. The shares of SGTM and Membership Interests of NSR LLC, held by NSRI were canceled in the reorganization as part of the restructuring and the shares of NSRI became exchangeable for shares of SGTM on a one for one basis making SGTM the parent to both SGMC and NSR LLC as well as making SGTM the publicly-traded successor to NSRI. After obtaining FINRA approval on July 21, 2020, the Company changed its trading symbol to SGTM.
Effective January 31, 2020, the Company entered into a Business Combination Agreement (the “Mulch Acquisition”) pursuant to which MM has become its wholly-owned subsidiary. Under the Mulch Acquisition, all issued and outstanding common stock in MM were converted into an aggregate of 40,000,000 shares of the Company’s common stock (See Note 5).
The Company closed on the acquisition of 100% of the membership interests in Day Dreamer Productions LLC (DDP) on December 30, 2021. DDP is in the business of producing informational and promotional videography (See Note 5).
The Company closed on the acquisition of the Beaver, Washington real estate property on March 18, 2022. The Beaver mill is expected to come online in 2024 (See Note 5).
8
Business Overview
The Company provides tree services, debris hauling and removal, biomass recycling, mulch manufacturing, packaging and sales. The Company’s objective is to provide a solution for the treatment and handling of tree debris that has historically been disposed of in landfills, creating an environmental burden and pressure on disposal sites around the nation. This objective is founded in sustainability, based on vertically integrated operations that begin with collecting of tree debris through its tree services and collection sites, through its processing services, and then recycling and using that tree debris as a feedstock that is manufactured into a variety of organic, attractive, next-generation mulch products that are packaged and sold to landscapers, installers, and garden centers. The Company plans to expand its operations through a combination of organic growth and strategic acquisitions of synergistic companies that are both accretive to earnings and enable the Company to be positioned for rapid growth. The Company operates in a highly seasonal industry generating most of its sales and profits in the first six months of the year.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of July 2, 2022 and January 1, 2022 and for the three months and six months ended July 2, 2022 and July 3, 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the three months and six months ended July 2, 2022 are not necessarily indicative of the results that may be expected for the entire year or for any subsequent interim period.
The Company has adopted the period end dates conforming to the industry standards used by MM, the Company’s largest operating subsidiary. These period end dates follow a 52/53 week fiscal year which ends on the Saturday nearest to December 31.
These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited financial statements included in the Company’s Independent Audit for Years Ended January 1, 2022 and January 2, 2021 filed with the OTC Markets on March 31, 2022.
Principles of Consolidation
The unaudited condensed consolidated financial statements are presented on a comparative basis. The unaudited condensed consolidated balance sheets at July 2, 2022 and January 2, 2022 includes the accounts of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC.
The unaudited condensed consolidated statement of operations for the three and six months periods ended July 2, 2022 includes the accounts of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC. For the three and six months periods ended July 3, 2021 includes the accounts of SGTM, NRS LLC, MM, Rose, and SGMC.
The unaudited condensed consolidated statement of changes in stockholders’ equity for the three and six months ended July 2, 2022, includes the account balances of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC. The three and six months ended July 3, 2021, includes the account balances of SGTM, NRS LLC, MM, Rose, and SGMC.
The unaudited condensed consolidated statement of cash flows for the period ended July 2, 2022 includes the accounts of SGTM, NRS LLC, MM DDP LLC, and Rose. The six months ended July 3, 2021, includes the accounts of SGTM, NRS LLC, MM and Rose.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected.
9
Revenue
The Company’s revenues are derived from two major types of services to clients: landscape recovery services and the manufacturing and sale of landscape mulch. With respect to landscape recovery services, the Company provides tree services, debris hauling and removal and biomass recycling.
The Company recognizes revenue when its performance obligations are satisfied. With respect to landscape recovery services, its performance obligation is satisfied upon the completion of the landscape services for its customers. With respect to the manufacturing and selling of landscape mulch, its performance obligation is satisfied upon delivery to its customers. Services are provided for cash or on credit terms. These credit terms, which are established in accordance with local and industry practices, require payment generally within 30 days of performance or end of season for qualifying orders. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, the aging of accounts receivable and its analysis of customer data.
Disaggregated Revenues
Revenue consists of the following by service and product offering for the three months ended July 2, 2022 and July 3, 2021:
Three Months Ended
Six Months Ended
Landscaping Recovery Services Manufacturing and Sales of Mulch Total
Cash
July 2, 2022
$ 1,166,555 $ 11,057,801 $ 12,224,356
July 3, 2021
$ 876,233 $ 10,821,188 $ 11,697,421
July 2, 2022
$ 2,103,030 $ 20,450,774 $ 22,553,804
July 3, 2021
$ 1,576,547 $ 19,412,805 $ 20,989,352
The Company considers all highly liquid short-term instruments that are purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of July 2, 2022 and January 1, 2022.
Account Receivable
The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of July 2, 2022 and January 1, 2022, the Company’s allowance for doubtful accounts was $60,000.
Due from Factor
The Company has entered into an accounts receivable factoring arrangement with a financial institution (the “Factor”) on March 2, 2022. Pursuant to the terms of the arrangement, the Company may transfer a portion of its receivables to the Factor, on a recourse basis. The eligible accounts receivable consists of accounts receivable generated by sales to certain customers. The eligible amount of customer accounts receivables which may be transferred under the Receivables Facility is $5,000,000. The Receivables Facility expires on July 2, 2023.
As of July 2, 2022, there are $997,558 receivables Due from factor on the Company’s condensed consolidated balance sheet.
Inventories
Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method using full absorption costing for manufactured goods.
Property and Equipment
Property and equipment are recorded at cost. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.
Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Machinery and equipment is generally depreciated over 7 years. Vehicles are generally depreciated over 5 years.
10
Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, its cost and accumulated depreciation is removed from the accounts and the resulting gain or loss, if any, is reflected in operations.
Impairment of Long-Lived Assets and Right of Use Asset
Intangible Assets
The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. Finite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. During the three and six months ended July 2, 2022 and July 3, 2021, the Company did not record a loss on impairment.
Goodwill
Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. No impairment of goodwill was recorded by the Company for the three and six months ended July 2, 2022 and July 3, 2021.
Advertising and Marketing Costs
The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $40,932 and $113,924 for the three and six months ended July 2, 2022, respectively, and $38,003 and $110,326 for the three and six months ended July 3, 2021, respectively, and are recorded in selling, general and administrative expenses on the statement of operations.
Fair Value Measurements
ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
The Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of July 2, 2022 and January 1, 2022, consisted of the following:
The Company reviews long-lived assets, including finite-lived intangible assets and right of use (“ROU”) lease assets, for
impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on
discounted cash flows or appraised values, depending on the nature of the assets.
Investment in mutual funds
$
52
$
(Level 2)
- $
-
Total fair value at July 2, 2022
$ 52
Quoted prices in active markets for identical Assets (Level 1)
Significant other Observable inputs
Significant other Unobservable inputs (Level 3)
11
Total fair value at January 1, 2022 Investment in mutual funds $ 52
Net Income (Loss) per Common Share
Quoted prices in active markets
for identical Assets (Level 1) $ 52
Significant other Observable inputs
Significant other Unobservable inputs (Level 3)
$
(Level 2)
- $
-
Basic net income (loss) per common share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive.
Three Months Ended
Six months Ended
July 2, 2022
Numerator for basic and diluted earnings (loss) per share:
Net income (loss) $ (316,482)
Denominator for basic earnings (loss) per share –
weighted average shares outstanding 85,723,155
Convertible notes - Denominator for diluted earnings (loss) per share –
weighted average and assumed conversion 91,363,159
Net income (loss) per share:
Basic net income (loss) per share $ (0.00)
Diluted net income (loss) per share $ (0.00)
Income Taxes
$
July 3, 2021 July 2, 2022
916,915 $ (240,321)
89,493,405 87,410,242 - -
89,493,405 93,050,246
$0.01 $ (0.00) $0.01 $ (0.00)
$
July 3, 2021
795,481
89,466,757 -
89,466,757
$0.01 $0.01
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely- than-not” that a deferred tax asset will not be realized. For tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit in the consolidated financial statements.
For the three months ended July 2, 2022 and July 3, 2021, the Company recognized approximately $0 tax expense and a $58,000 tax benefit, respectively, and $22,000 and $39,000 tax expense for the six months ended July 2, 2022 and July 3, respectively. These tax provisions were based on a 27% effective rate for federal and state income taxes after accounting for permanent differences between book and taxable income.
The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.
Recent Accounting Pronouncements
12
In December 2019, the FASB issued ASU 2019-12, simplifying the Accounting for Income Taxes (Topic 740) as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. This guidance is effective for interim and annual reporting periods beginning within 2021.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard was effective for the Company’s interim and annual periods beginning January 1, 2019 and was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of ASU 2016 - 02 had a material impact on the Company’s consolidated financial statements and related disclosures.
NOTE 3 – INVENTORIES
Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method. The Company’s inventories are comprised of the following for the periods ended July 2, 2022 and January 1, 2022:
July 2, 2022 3,129,444
January 1, 2022
$ $
July 2, 2022
Machinery and equipment $
Vehicles 4,405,512 Land 6,807,573 Buildings 6,246,418
$ $
4,453,785 1,155,439 1,978,861
7,588,085
Raw Materials Work in process Finished goods
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
1,426,494 2,316,536 6,872,474
Leasehold improvements Construction in process
Less: accumulated depreciation Property and equipment, net
$
329,318 24,000,780 67,018,163 (7,720,095) 59,298,068
25,228,562
$
$
January 1, 2022
20,777,465 4,383,043 6,807,573 6,234,718
283,268 19,599,106 58,085,173 (6,036,027) 52,049,146
Total depreciation expense between cost of revenue and operating expenses for the three months and six months ended July 2, 2022 was $836,616 and $1,684,068, respectively. For the three months and six months ended July 3, 2021, the total depreciation expense between cost of revenue and operating expenses was $800,616 and $1,601,232, respectively.
NOTE 5 – ACQUISITIONS
Mulch Manufacturing, Inc. Acquisition
On January 31, 2020, the Company entered into a Business Combination Agreement (the “Mulch Acquisition”) with MM and its sole shareholder, Ralph Spencer (“Spencer”) (collectively the “MM Parties”), pursuant to which the Company acquired all of the shares of MM. Upon closing, MM became a wholly-owned subsidiary of SGTM.
13
Pursuant to the Mulch Acquisition, at the effective time of the acquisition:
• All of MM’s outstanding common stock was exchanged for an aggregate of 40,000,000 shares of SGTM’s common stock.
• One million shares previously issued to the MM shareholder in connection with the sale of equipment by MM to NSR LLC in November 2019 were cancelled.
• There were specific excluded assets that were retained by Spencer and treated as transferred to Spencer prior to the acquisition consisting of cash, real estate, and certain vehicles and equipment. Spencer agreed to allow the Company to use some of the real estate rent-free until January 31, 2022, at which time the Company has the option of either leasing or purchasing it at the fair market value (see Note 11).
• All of the existing MM notes, notes, accounts receivable, and inventory at the date of the Mulch Acquisition are included in the acquisition and the Company has immediate possession of them by its ownership of MM. However, the 40 million shares of the Company’s common stock that was issued as consideration was based on these assets being removed from MM prior to the acquisition. The value of these assets are valued separately from the share exchange and that certain demand promissory note payable to Spencer in the amount of approximately $14 million was adjusted to reflect the value of the inventory, accounts receivable, and any other sums lent by Spencer to MM.
The Company accounted for these transactions in accordance with the acquisition method of accounting for business combinations. An independent appraisal, made in February 2020, determined the fair market value of MM’s property and equipment to be $17,228,295. Assets and liabilities of the acquired business were included in the unaudited condensed consolidated balance sheets as of July 2, 2022 and January 1, 2022, based on their respective estimated fair values on the date of acquisition. Based on a closing market price of $0.15 per share on the January 31, 2020, business combination date, the assumption of net liabilities plus a bargain purchase recognition and asset write-up, the Company is recognizing the allocation to the accounts of MM as follows:
Appraised fair market value of property and equipment
Less: Net book value of just MM's property and equipment on January 31, 2020
Excess of fair market over net book value of MM property and equipment Value of common stock issued for MM
$
17,228,295 1,883,657
15,344,638
Net book value of MM on January 31, 2020: Property and equipment
Investments
Prepaid expenses and other assets
Supply agreement
Accounts payable and accrued expenses
Notes payable
$ 6,000,000
Net book value (assumed) of MM on January 31, 2020
Total purchase price, including assumed net liabilities, of MM
Excess of fair value over net book value plus
purchase price of MM property and equipment (bargain purchase gain)
Purchase price of MM
Bargain purchase gain and property and equipment write-up Net book value of MM on January 31, 2020
Total to be allocated
Allocation of MM purchase price and bargain purchase gain:
(1,856,052)
$
1,883,657 830,000 192,361 453,750
(1,215,820) (4,000,000)
$ $ $
7,856,052 7,488,586
7,856,052
7,488,586 (1,856,052) 13,488,586
14
Property and equipment Investments
Prepaid expenses and other assets Supply agreement
Accounts payable and accrued expenses Notes payable
Day Dreamer Productions LLC Acquisition
$
$
17,228,295 830,000 192,361 453,750
(1,215,820)
(4,000,000) 13,488,586
The Company entered into an agreement to acquire 100% of the membership interest of Day Dreamer Productions, LLC around January 18, 2021, in exchange for 200,000 shares of the Company’s stock. This transaction was closed on December 30, 2021, when the Company issued the shares to its sole member. This member was also retained as an employee with responsibility for managing the activities of Day Dreamer Productions, LLC.
Beaver, Washington Real Estate Acquisition
On March 18, 2022, the Company acquired the Beaver, Washington real estate property for $1,025,475, of which, $200,000 was previously put down as deposits, and $825,475 was paid at closing. The acquisition of the Beaver, Washington sawmill was closed in December 2021. We expect to begin producing pine bark and marketable lumber at the Beaver mill in 2024.
NOTE 6 – INTANGIBLE ASSETS
The below table summarizes the identifiable intangible assets as of July 2, 2022 and January 1, 2022:
Supply contract (1) Less:
Total
(1)
Useful life
10
$ $ $ $
July 2, 2022
453,750
(57,090) (317,500) 79,160
$ $ $ $
January 1, 2022
453,750
(51,810) (317,500) 84,440
Accumulated amortization Impairment
These intangible assets were acquired in the acquisition of MM on January 31, 2020.
The weighted average useful life remaining on identifiable intangible assets is 7.50 years.
Amortization of identifiable intangible assets for the three months ended July 2, 2022 and July 3, 2021 was $5,280 and $4,400,
respectively.
The below table summarizes the future amortization expense for the next five years:
2022 2023 2024 2025 2026 Thereafter
$ 5,280
$ 10,560
$ 10,560
$ 10,560
$ 10,560
$ 31,640
$ 79,160
15
NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following amounts:
Accounts payable Accrued interest Accrued expenses
NOTE 8 –NOTES PAYABLE
$ $
$ $
Jul 2, 2022
10,438,353
3,730,562 1,125,140 1,143,831
-0- 296,573 281,894 311,820 295,935 195,685 190,073
2,350,056 8,076 313,644 2,671,776
$
July 2, 2022
4,137,152 25,140 396,767 4,559,059
$
January 1, 2022
Seller note payable bearing interest at 6.0%, monthly payments of principal and interest of $76,300 beginning October 2021 with a $9,819,606 balloon due September 2024, secured by mortgaged real estate
Jan 1, 2022
10,580,504
4,100,000 1,400,000 1,297,817
1,236,080 342,680 325,718 347,452 334,000 222,887 217,213
Various third-party obligations secured by assets the Company
acquired subject to this indebtedness to various third-party creditors, bearing interest at a 5% average rate. Monthly payments of $122,881 principal and interest beginning January 2022 through December 2024
Unsecured note payable to seller on bulk equipment purchase, bearing 4.0% interest. First $300,000 payment of principal and interest due March 2022, $200,000 payments of principal and interest due quarterly thereafter until paid in full
Note payable to a bank, secured by equipment, bearing interest at 2.95%. Monthly payments of principal and interest in the amount of $28,698 beginning January 2021 and due through December 2025
Unsecured note payable to a financial institution under the SBA Paycheck Protection Program for MM bearing interest at 1.0%. Monthly payments of principal and interest in the amount of $82,061 beginning August 2022 are due through April 2023.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $8,750 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $8,316 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $7,034 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $7,392 due February 2021 through January 2026.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,230 due December 2020 through November 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due November 2020 through October 2025.
16
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due October 2020 through September 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,341 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due August 2020 through July 2025.
Note payable to the individual seller of the landscaping and recovery services business to NSR LLC bearing interest at 5%. Monthly payments of $5,000 are due through October 2023 with a $100,000 balloon due November 2023
Non-interest bearing note payable to an equipment financing company with monthly principal payments of $5,842 due December 2021 through November 2023
Non-interest bearing note payable to an equipment financing company with monthly principal payments of $16,460 due May 2021 through April 2022.
Note payable to an equipment financing company bearing interest
at 0.00%. Monthly payments of principal of $6,993 beginning November 2020 are due through October 2022
Note payable to an equipment financing company bearing interest
at 9%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $3,933 to $3,993 and extended three months through December 2023
Note payable to an equipment financing company bearing interest at 5.94%. Monthly payments of principal and interest of $1,174 beginning January 2022 through March 2028
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $2,410 to $2,452 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 9%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $1,861 to $1,890 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $1,808 to $1,840 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 11%. Due to five month COVID-19 payment suspension, monthly payments of principal and interest of $1,692 due from August through July 2023 with a $10,152 balloon payment in August 2023
Note payable to an equipment financing company bearing interest
at 12%. Due to five month COVID-19 payment suspension, monthly payments of principal and interest of $1,749 due from August 2020 through June 2023 with a $10,496 balloon payment in July 2023
180,906 212,727
181,053 209,200
185,497 208,226
170,410 195,779 110,988 134,353 -0- 65,838
27,971 69,928
67,121 87,611 67,626 73,217
41,568 54,397
31,770 41,466
31,158 40,764
28,132 36,446
28,821 37,220
17
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $977 due through August 2024
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $932 due through September 2024
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $766 due through August 2024
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments of principal and interest increased from $751 to $765 and extended three months through January 2024
Note payable to an equipment financing company bearing interest
at 10.64%. Monthly payments of principal and interest of $1,060 due through February 2027
Note payable to an individual bearing interest at 12%. Monthly payments of interest of $5,000 starting on March 17, 2022 and due through February 2023. The principal is due no later than February 17, 2023, with no penalty for prepayment
Note payable to a financing company bearing interest at 25.0%. Weekly payments of principal and interest of $54,348 due through March 2023
Note payable to an equipment financing company bearing interest
at 11.45%. Monthly payments of principal and interest of $18,121 due through March 2027
Note payable to an equipment financing company bearing interest
at 11.45%. Monthly payments of principal and interest of $11,312 due through March 2027
Note payable to an equipment financing company bearing interest
at 12.45%. Monthly payments of principal and interest of $7,762 due through April 2027
Note payable to an equipment financing company bearing interest
at 12.13%. Monthly payments of principal and interest of $2,610 due through April 2027
Note payable to an equipment financing company bearing interest
at 12.00%. Monthly payments of principal and interest of $812 due through June 2028
Note payable to an equipment financing company bearing interest
at 10.59%. Monthly payments of principal and interest of $7,067 due through June 2028
Note payable to an equipment financing company bearing interest
at 10.20%. Monthly payments of principal and interest of $4,359 due through April 2027
Note payable to an insurance financing company bearing interest
at 5.5%. Monthly payments of principal and interest of $21,774 due through February 2023
23,251 28,071 22,219 27,581 18,523 22,395
13,579 17,512 45,975 -0-
500,000 -0- 1,652,174 -0-
793,947 -0- 495,616 -0- 336,981 -0- 117,000 -0-
41,550 -0- 375,422 -0- 201,382 -0- 149,664 -0-
18
Note payable to an equipment financing company bearing interest
at 11.86%. Monthly payments of principal and interest of $2,588 due through
May 2025 76,273
Note payable to an equipment financing company bearing interest
at 3.61%. Monthly payments of principal and interest of $7,907 due through
April 2027 413,642
Note payable to an equipment financing company bearing interest
at 3.61%. Monthly payments of principal and interest of $6,937 due through
April 2027 362,888
Note payable to an equipment financing company bearing interest
at 3.49%. Monthly payments of principal and interest of $7,118 due through
April 2027 385,380
Note payable to an equipment financing company bearing interest
at 7.70%. Monthly payments of principal and interest of $2,416 due through
May 2027 116,698
Note payable to an equipment financing company bearing interest
at 6.99%. Monthly payments of principal and interest of $14,056 due through
June 2027 709,989
Note payable to an equipment financing company bearing interest
at 6.99%. Monthly payments of principal and interest of $2,307 due through
June 2027 116,519
Note payable to an equipment financing company bearing interest
at 6.99%. Monthly payments of principal and interest of $1,468 due through
June 2027 74,119
-0- -0- -0- -0- -0- -0- -0- -0- -0- -0- -0-
21,967,082 4,486,461 $ 17,480,621
Note payable to an equipment financing company bearing interest
at 6.99%. Monthly payments of principal and interest of $2,780 due through June 2027
140,394 262,130 129,462
26,737,664 8,074,043 $ 18,663,621
Note payable to a financing company bearing interest
at 10%. Weekly payments of principal and interest of $8,719 due through June 2023
Note payable to a financing company bearing interest
at 12%. Weekly payments of principal and interest of $5,346 due through March 2023
Total notes payable to unrelated parties
Short-term portion of notes payable
Long-term portion of notes payable
The schedule of future maturities on the above notes are as follows:
Year 2022 2023 2024 2025 2026 2027
& after
Amount $ 4,118,605 5,467,326 13,655,864 1,832,939 1,144,131 518,799 $ 26,737,664
19
The above notes include one Paycheck Protection Program (PPP) loan by MM in the amount of $1,236,080 which was forgiven during the period ended July 2, 2022. The Company has recorded the gain on forgiveness of this indebtedness for the period ended July 2, 2022.
NOTE 9 - STOCKHOLDERS’ EQUITY
Preferred Stock
On December 31, 2019, the Company’s Board of Directors adopted articles of incorporation in the state of Delaware authorizing, without further vote or action by the stockholders, to create out of the unissued shares of the Company’s common stock, $0.0001 par value Preferred Stock. The Board of Directors is authorized to establish, from the authorized and unissued shares of Preferred Stock, one or more classes or series of shares, to designate each such class and series, and fix the rights and preferences of each such class of Preferred Stock; which class or series shall have such voting powers, such preferences, relative, participating, optional or other special rights, and such qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The articles of incorporation and designation authorizes the issuance of 5,000,000 shares of Preferred Stock, of which 100 shares have been designated as Series A Preferred Stock, of which 90 of Series A are issued and outstanding as of October 2, 2021. Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter, with each share casting a vote equal to: the quotient of the sum of all outstanding shares of common stock together with any and all other securities of the Company that provide for voting on an “as converted” basis divided by 0.99.
Equity Transactions During the Period
The following issuances of common stock affected the Company’s Stockholders’ Equity:
On January 13, 2021, the Company issued 300,000 shares in satisfaction of a 2020 accrual for debt financing cost.
On March 5, 2021, the Company issued 25,000 shares to an employee as compensation.
On August 16, 2021, the Company recognized a $17,484,728 capital contribution from the extinguishment of debt.
On August 25, 2021, the Company issued 6,000,000 shares in exchange for a $3,400,000 note.
On October 4, 2021, the Company issued 125,000 shares for consulting service compensation.
Between October 15, and December 15, 2021, the Company redeemed 11,397,984 shares pursuant to a stock repurchase agreement (see Note 11).
Between October and December 15, 2021, the Company issued 5,640,004 shares pursuant to subscription agreements at a price of $0.75 per share. These agreements provided for piggyback registration rights on a potential future registration of Company stock. The agreements also provided stock warrants equal to the number of subscribed shares. These warrants can be exercised at a price of $1.50 per share and expire after one year. No allocation of proceeds was made to the warrants since the subscribed shares of common stock were issued at a price below that of the publicly traded shares.
On December 30, 2021, the Company issued 200,000 shares pursuant to an agreement to acquire 100% of the membership interest in Day Dreamer Production, LLC.
On December 31, 2021, the Company issued 400,000 shares to acquire equipment in Beaver, WA.
On January 16, 2022, we issued 266,667 shares of Common Stock based on a subscription price of $0.75 per share with an aggregate value of $200,000. These shares were issued in reliance on Section 4(a)(2) of the Securities Act.
On January 20, 2022, we issued 200,000 shares of Common Stock based on a subscription price of $0.75 per share with an aggregate value of $150,000. These shares were issued in reliance on Section 4(a)(2) of the Securities Act
On March 23, 2022, we issued 1,000,000 shares of Common Stock based on a subscription price of $0.75 per share with an aggregate value of $750,000. These shares were issued in reliance on Section 4(a)(2) of the Securities Act.
20
On April 18, 2022, we issued 266,667 shares of Common Stock based on a subscription price of $0.75 per share with an aggregate value of $200,000. These shares were issued in reliance on Section 4(a)(2) of the Securities Act.
NOTE 10 – LEASES
A lease is defined as a contract that conveys the right to control the use of identified tangible property for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating and finance lease agreements in which the Company is the lessee including Company leases of vehicles and equipment for use in the storm and disaster recovery work. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets.
ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest plus: for finance type leases, straight-line amortization of the asset’s original ROU over its lease term; or, for operating leases, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
When measuring lease liabilities for leases that were classified as operating and financing leases as of January 1, 2019, NSR LLC discounted lease payments using its estimated incremental borrowing rate of 10% at January 1, 2019. Since April 1, 2020, MM has entered into operating leases using its incremental borrowing rate of 4% to discount lease payments.
The following table presents supplemental lease information:
Lease cost Finance lease cost
Three Months Ended
Six Months Ended
July 2, 2022
July 3, 2021
$ 17,792 5,055 26,712 114,631 $164,190
$ 23,366 $ 26,712
July 2, 2022
$ 35,585 6,773 139,195 163,471 $345,204
$46,733 $ 139,195
1.3 years 3.8 years
10.0% 4.3%
July 3, 2021
$ 35,585 10,561 65,005 _226,432 $337,583
$46,733 $ 65,005
2.3 years 6.0 years
10.0% 4.1%
Amortization on ROU assets $ 17,792
Interest on lease liabilities 3,138 Operating lease cost 69,598 Short-term lease cost 119,251 Total lease cost $209,779
Cash paid for amounts included in the measurement of lease liabilities for:
Finance leases:
Financing cash flows $ 23,366
Operating leases:
Operating cash flows $ 69,598
Weighted-average remaining lease term: Finance leases
Operating leases Weighted-average discount rate:
Finance leases Operating leases
Supplemental balance sheet information related to leases is as follows:
Assets:
Operating lease assets Finance lease assets Total leased assets
Financial Statement Line Item
ROU asset
July 2, 2022
754,107 92,930 847,037
Jan 1, 2022
$ $
$ $
848,840 128,515 977,355
21
Liabilities: Current:
Operating lease assets Finance lease assets
Non-current
Operating lease assets Finance lease assets
$
163,364 48,586 211,950
590,742 63,406 654,149 866,099
$
$
183,874 65,312 249,186
664,966 86,639 751,605 1,000,791
Total lease liabilities
$
Finance 30,361
Current portion of lease liability
Lease liabilities, net of current portion
As of July 2, 2022, remaining maturities of lease liabilities were as follows:
2022
2023
2024
2025
2026
2027
Total
Amount representing interest Lease liability
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Legal Claims
$
$
Operating 104,404
and thereafter
54,172 40,629 - - - $ 125,163 (13,170) $ 111,993
168,570 139,469 107,969 106,553 220,235 847,200 (93,094)
$
$ 754,106
The Sustainable Green Team, LTD is currently involved in arbitration with Emerging Markets Consulting, LLC (“EMC”), a former service provider of the Company. On October 21, 2020, EMC initiated arbitration against the Company, alleging, among other things, breach of contract related to an agreement entered into between the Company (via NSR LLC) and EMC, in which the Company engaged EMC to provide it with consulting services related to the Company’s capital structure, investor relations strategies, and fundraising plans, including the filing of an S-1 registration statement at some point in the future, in exchange for equity compensation in the Company. EMC seeks relief against the Company in the form of the equity compensation pursuant to the agreement (2,000,000 shares of the Company’s Common Stock) and damages. The Company denies EMC’s allegations, and has also initiated counterclaims against EMC for breach of the agreement by EMC, in which it is seeking damages resulting from EMC’s breach of its duties under the agreement.
In addition, the Company named in its counterclaim to EMC’s claim another similar service provider, Rainmaker Group Consulting, LLC (“Rainmaker”), as a pre-emptive defense against any actions brought by Rainmaker against the Company. Rainmaker engaged by the Company in 2019 to provide similar consulting services as EMC was engaged to provide in exchange for the same compensation (2,000,000 shares of the Company’s Common Stock). The Company alleges that Rainmaker breached its agreement with the Company by not providing the services provided in the agreement between the Company and Rainmaker, and therefore Rainmaker is not entitled to any equity compensation by the Company. The Company has taken this action as a defensive measure against potential (in the Company’s opinion) frivolous lawsuits brought by Rainmaker against the Company.
The Company is confident it will prevail in the ongoing arbitration described above being overseen by the American Arbitration Association.
On March 25, 2021, the Company filed a civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On April 1, 2021, the Company was granted an Emergency Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. On August 16, 2021, the Company settled this dispute and has released Ralph Spencer from the Emergency Temporary Injunction.
The Company agreed to pay Spencer $25,650,000 plus interest as follows:
22
(a) issuing Spencer a promissory note in the amount of $10,650,000 accruing interest at 6% per annum secured by four properties located in Florida and another in Georgia (the “Settlement Note”). The Settlement Note is amortized monthly over 20 years with a balloon payment of any outstanding balance on its third anniversary. The Company is current on all Settlement Note obligations as of the date of this Prospectus.
(b) paying Spencer a total of $15,000,000 in exchange for the redemption of Spencer’s 40,000,000 shares of common stock and any and all ownership interests in which he may have or claim (the “Redemption Payment”). The Redemption Payment is to be paid to Spencer according to the following schedule: (i) $3,300,000 on October 15, 2021 in exchange for 8,797,800 common stock shares; and (ii) twenty-four (24) payments of $487,500 on the 15th of each month, commencing November 15, 2021, each for 1,300,091.67 common stock shares. Spencer executed a letter of instruction to the Company’s transfer agent, Pacific Stock Transfer, and provided all shares to the transfer agent to allow for the immediate redemption upon each payment. The Company and Spencer are current on all Redemption Payment obligations as of the date of this Prospectus.
On April 18, 2022, the Company filed a second civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On June 23, 2022, the Company was granted an Emergency Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. The Company is currently attempting mediation regarding this matter and the obligations owed Mr. Spencer (see Note 8 Notes Payable and above in Note 11 relating to promissory note and stock redemptions). Should this mediation fail, the Company is confident it will receive a favorable judgment in the civil complaint filed against Mr. Spencer related to these matters.
Stock Redemptions
The Company is committed to buying back 40,000,000 shares of its common stock over 24 months beginning in October, 2021, at a price of $0.375 per share.
NOTE 12 – CONCENTRATION OF CREDIT RISK
Cash Deposits
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of July 2, 2022, the Company did not have any deposit amounts in excess of the FDIC insured limit.
Revenues
For the three and six months ended July 2, 2022, one customer accounted for 22% and 22% of revenue, respectively. For the three and six months ended July 3, 2021, one customer accounted for 21% and 22% of revenue, respectively.
Accounts Receivable
As of July 2, 2022, one customer accounted for 32% of the Company’s accounts receivable. As of January 1, 2022, one customer accounted for 24% of the accounts receivable.
NOTE 13 – SUBSEQUENT EVENTS
The Company entered into a restricted sub-license agreement on August 9, 2022 with an innovative soil technology company (‘Licensor), whereby the Company will receive Inputs from the Licensor. The Inputs provided will allow the Company to manufacture soil products from its existing and future fiber products. The sub-license agreement called for the Company to issue 500,000 shares of its common stock to the Licensor upon the signing of the agreement and two subsequent payments of $500,000 each, with the first payment due within the calendar year 2022 and the second payment within the calendar year 2023.
23
1)
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
THE SUSTAINABLE GREEN TEAM, LTD
A Delaware corporation
24-200 County Road Astatula, FL 34705
Telephone: (407) 886-8733
Corporate Website: www.thesustainablegreenteam.com Corporation Email: info@nationalarborcare.com
SIC:0783
Quarterly Report
For the Period Ending: July 2, 2022 (the “Reporting Period”)
As of July 2, 2022, the number of shares outstanding of our Common Stock was 85,693,299.
As of the prior quarter ending April 2, 2022, the number of shares outstanding of our Common Stock was 88,026,816.
As of the most recent completed fiscal year ended January 1, 2022, the number of shares outstanding of our Common Stock was 90,460,425.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: No:
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: No:
Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:
Yes: No:
Name and address(es) of the issuer and its predecessors (if any).
The immediate predecessor of The Sustainable Green Team, Ltd., a Delaware corporation (the “Company”, “we”, “us”, “our”, or “SGTM”) was National Storm Recovery, Inc. (“NSRI”), a Wyoming corporation, which held all of the membership interests in National Storm Recovery, LLC (“NSR LLC”), a Florida limited liability company. The management team of NSRI determined that it was in the best interest of the Company and its shareholders to change domiciles for both NSRI and NSR LLC to the State of Delaware for the purpose of reorganizing the Company and its operations into a holding company structure, pursuant to Delaware General Corporation Law (“DGCL”) §251(g). In December 2019, NSRI and NSR LLC were re-domiciled to the State of Delaware. After the domicile changes, NSRI incorporated SGTM as a wholly owned subsidiary and NSR LLC issued membership interests to SGTM. SGTM then incorporated Sierra Gold Merger Corp. (“SGMC”) as its wholly owned subsidiary. With each of the new corporations formed, NSRI merged down into SGMC, with SGMC surviving as a wholly owned subsidiary of SGTM. The assets and liabilities of NSRI were succeeded to by SGMC. As part of the merger agreement, the issued and outstanding shares of NSRI were exchangeable into shares of SGTM on a one for one basis. Similarly, the equity securities held by NSRI in SGTM and NSR LLC were
1 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
canceled under the terms of the merger agreement leaving SGTM as the sole shareholder and member of SGMC and NSR LLC, respectively. The Company obtained Financial Industry Regulatory Authority (“FINRA”) approval and published a press release announcing the forgoing and allowing the Company to trade under the name “The Sustainable Green Team, Inc.” and new trading symbol, SGTM.
Currently, the Company is incorporated and in good standing in the State of Delaware under the name The Sustainable Green Team, Ltd., the Company’s original predecessor was incorporated in the State of Nevada on January 22, 1997 under the name Alpha Diamond Corporation. The Company changed its name to African Resources on June 28, 1998, to Viking Exploration, Inc. on April 9, 1999 and then to Sierra Gold Corporation on July 12, 2006. Then on February 15, 2011, Sierra Gold Corporation changed its domicile to the State of Wyoming by filing Articles of Continuance with the Wyoming Secretary of State. On July 22, 2019 the Company changed its name to National Storm Recovery, Inc. by filing a Certificate of Amendment with the Wyoming Secretary of State’s office. The Company then notified the Financial Industry Regulatory Authority (“FINRA”) of its name change, as well as the resolution it had passed to effect a 1:10,000 reverse stock split and, as part of its name change, effected a voluntary change in its trading symbol, all of which were approved for announcement by FINRA on or about August 22, 2019. Finally, the Company changed domiciles to the State of Delaware by filing a Certificate of Conversion and Certificate of Incorporation with the Delaware Division of Corporations, Secretary of State’s office on December 30, 2019 as part of its plan to reorganize into a holding company pursuant to DGCL§251(g). The Company has now changed its name to The Sustainable Green Team, Ltd. and trading symbol to SGTM after obtaining FINRA approval on July 21, 2020.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
In November, 2021, the Board of Directors has deemed it to be in the best interests of the Corporation and its stockholders to effect, a reverse stock split of its common stock, par value $0.0001 per share (“Common Stock”), whereby a certain number of issued and outstanding shares of Common Stock will be combined into one new share of Common Stock, with any resulting fractional shares of Common Stock to be rounded up to the next nearest whole share of Common Stock, with no change to the authorized shares of Common Stock, with such reverse split to be in a range as determined by the Board following approval of such reverse split and granting of authority by the shareholders of the Corporation, subject to being in the range of a ratio between 1 share of Common Stock for each 2 outstanding shares of Common Stock, to 1 share of Common Stock for each 10 outstanding shares of Common Stock (the “Reverse Split”), resulting in a cost savings to the Corporation. As of the date of this filing, the reverse-split has yet to be approved.
The address(es) of the issuer’s principal executive office: 24200 County Road, Astatula, FL 34705 The address(es) of the issuer’s principal place of business:
Check box if principal executive office and principal place of business are the same address: ?
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ? No: ?
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
2 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
2) Security Information
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized:
Total shares outstanding:
Number of shares in the Public Float1: Total number of shareholders of record:
SGTM Common Stock 86934B $0.0001
245,000,000 as of date: July 2, 2022 85,693,299 as of date: July 2, 2022 601,836 as of date: July 2, 2022 171 as of date: July 2, 2022
All additional class(es) of publicly traded securities (if any):
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized:
Total shares outstanding:
Transfer Agent
as of date: as of date:
Name: Phone: Email: Address:
Pacific Stock Transfer Company (702) 361 - 3033
Joslyn@pacificstocktransfer.com
6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119
Is the Transfer Agent registered under the Exchange Act?2 Yes: ? No: ?
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
1 “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
3 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ?
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date: December 31, 2019 Common: 43,752,636
Date of Transaction
Transact ion type (e.g. new issuance , cancellat ion, shares returned to treasury)
Number of Shares Issued (or cancelle d)
Class of Securiti es
Value of shares issued ($/per share) at Issuanc e
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individu al/ Entity Shares were issued to (entities must have individu al with voting / investm ent control disclose d).
Reason for share issuanc e (e.g. for cash or debt conversi on)
-OR- Nature of Services Provided
Restricted or Unrestrict ed as of this filing.
Exemption or Registratio n Type.
1/31/2020 New 40,000,0001 Common $0.15 No Ralph Exchange Restricted
4(a)2 4(a)2
4(a)2
4(a)2
4(a)2
4(a)2 4(a)2 4(a)2
4(a)2
4(a)2 4(a)2
4(a)2
Stock
Common $0.33 Stock
Common $0.80 Stock
Common
Stock $0.24
Commo $0.35 n Stock
Common $0.40 Stock
Common $0.40 Stock
Common $0.58 Stock
Common
Stock $1.06
Common $1.15 Stock
Common $0.62 Stock
Common
Stock $0.75
4 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
Spencer
2/26/2020
4/1/2020 4/9/2020 5/14/2020
5/20/2020
5/20/2020 6/12/2020
1/13/2021
3/5/2021 8/26/2021
10/4/21
New 4,000,000 2,
Cancellation (1,000,000)1,4
New 1,000,000
New 25,0005
New 250,000 New 786,045 New 354,724
New 300,000
New 25,000 New 6,000,000
New 125,000
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
No
Yes
Yes
Thistle Investments LLC, Jodi Stevens3
Ralph Spencer
Tony Eveland
GHS Investments LLC, Sarfraz Hajee6
Tony Eveland
Tony & Dana Eveland
Kent Hamill & Cathy Hamill
Kent Hamill & Cathy Hamill
John Schultz
John Spencer
First Apex International Inc7
In connection with Sierra Exchange
Exchange
Subscriptio n
In connection with Sierra Exchange
Subscriptio n
Debt conversion
Debt conversion
Prior Year Loan Incentive
Compensation
Debt conversion
Compensation
Restricted
Restricted Restricted
Restricted
Restricted Restricted
Restricted Restricted
Restricted Restricted
Restricted
OTC Markets Group Inc.
10/15/21 Cancellation
10/22/21 New 10/22/21 New
10/22/21 New
11/15/21 Cancellation 11/29/21 New 11/29/21 New 11/29/21 New 11/29/21 New 11/29/21 New 11/29/21 New 11/29/21 New
12/2/21 New 12/15/21 Cancellation 12/30/21 New 12/31/21 New
1/13/22 New 1/19/22 Cancellation
1/21/22 New 2/17/22 Cancellation 3/15/22 Cancellation
3/23/2022 New 04/15/22 Cancellation
04/18/22 New 05/12/22 Cancellation
(8,797,800) Common Stock
300,000 Common Stock
1,000,000 Common Stock
133,333 Common Stock
(1,300,092) Common Stock
800,000 Common Stock
66,667 Common Stock
2,000,000 Common Stock
100,000 Common Stock
66,667 Common Stock
106,670 Common Stock
66,667 Common Stock
1,000,000 Common Stock
(1,300,092) Common Stock
200,000 Common Stock
400,000 Common Stock
266,667 Common Stock
(1,300,092) Common Stock
200,000 Common Stock
(1,300,092) Common Stock
(1,300,092) Common Stock
1,000,000 Common Stock
(1,300,092) Common Stock
266,667 Common Stock
(1,300,092) Common Stock
$0.15
$0.75 $0.75
$0.75
$0.15 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.15 $1.12 $9.24
$0.75
$0.15 $0.75 $0.15 $0.15 $0.75 $0.15
$0.75 $0.15
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Ralph Spencer
Charles & Lisa Roberts
Leslie Schultz
Todd Hoepker Revocable Trust8
Ralph Spencer
Charles & Lisa Roberts
Christopher Lahiji
Leslie Schultz
Philip Simeone
Quick 9 Capital, LLC
Ryan Nilsen
Ryan Polk
Leslie Schultz
Ralph Spencer
Victor Spangler
Charles Lepinski
Todd Hoepker Revocable Trust8
Ralph Spencer
Charles & Lisa Roberts
Ralph Spencer
Ralph Spencer
Leslie Schultz
Ralph Spencer
Todd Hoepker Revocable Trust8
Ralph Spencer
Exchange
Subscription
Subscription
Subscription
Exchange
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Exchange
Exchange
Equipment Purchase
Subscription
Exchange
Subscription
Exchanges
Exchange
Subscription
Exchange
Subscription
Exchange
Restricted
Restricted Restricted
Restricted
Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted
Restricted
Restricted Restricted Restricted Restricted Restricted Restricted
Restricted Restricted
4(a)2
4(a)2 4(a)2
4(a)2
4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2
4(a)2
4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2
4(a)2 4(a)2
5 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
Shares Outstanding on
Date of This Report: 85,693,299
Ending Balance:
Date: July 2, 2022 Common: 85,693,299
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
1. These shares were issuable as of the date of the share exchange pursuant to the Business Combination Agreement between the Company, Mulch Manufacturing, Inc. an Ohio corporation and the sole exchanging shareholder of Mulch Manufacturing, Inc., Ralph Spencer. Also in connection with the issuance of these shares, the shares granted earlier were cancelled in accordance with the Business Combination Agreement that was executed by and among the parties thereto. The shares were due to Mr. Spencer on closing notwithstanding the fact that they were actually issued thereafter.
2. 4 million shares were issued during the period under the Amended and Restated Share Purchase and Equity Exchange Agreement dated to be effective as of December 31, 2019 in connection with the change of control of Sierra Gold Corporation.
3. Jodi Stevens has sole dispositive power over the shares.
4. These shares were canceled in accordance with the Business Combination Agreement that was executed by and among the parties
effective 1/31/20.
5. These shares were issued in connection with the change of control of Sierra Gold Corporation.
6. Sarfraz Hajee has sole dispositive power over the shares.
7. Scott Biddick has sole dispositive power over the shares.
8. Todd Hoepker has sole dispositive power over the shares.
9. Eilon Natan has sole dispositive power over the shares.
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ?
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder (entities must have individual with voting / investment control disclosed).
Reason for Issuance (e.g. Loan, Services, etc.)
9/25/18
$170,410
342,550
5% APR
11/1/2023
Not convertible
Ogden’s Incorporated Stephen Ogden
Purchase of Business
8/16/21 $10,438,353 $10,650,000 6% APR 8/16/24 Not convertible Ralph T Spencer Purchase of Real Estate
Use the space below to provide any additional details, including footnotes to the table above:
* The debt securities listed in this table represent the outstanding obligations of the Company and its subsidiaries on a consolidated basis as of the date of this Quarterly Report. The Company has not listed any notes payable in connection with traditional equipment financing, which is considered part of the
Company’s ordinary course of business.
6 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
4)
A.
B.
Financial Statements
The following financial statements were prepared in accordance with: ? U.S. GAAP
? IFRS
The financial statements for this reporting period were prepared by (name of individual)3:
Name:
Title:
Relationship to Issuer:
Michael J Mete, CPA CFO
Employee
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
C. Balance Sheet—Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending July 2, 2022 posted separately on OTC Markets on August 22, 2022.
D. Statement of Income -– Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the periods ending July, 2022 posted separately on OTC Markets on August 22, 2022.
E. Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the periods ending July 2, 2022 posted separately on OTC Markets on August 22, 2022.
F. Statement of Changes in Shareholders’ Equity – Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending July 2, 2022 posted separately on OTC Markets on August 22, 2022.
G. Financial Notes – Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending July 2, 2022 posted separately on OTC Markets on August 22, 2022.
You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”).
If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.
Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.
5)
Issuer’s Business, Products and Services
A. Summary of the Company’s Business Operations:
The Sustainable Green Team, Ltd., together with its subsidiaries Sierra Gold Merger Corp., National Storm Recovery, LLC and Mulch Manufacturing, Inc., is a vertically integrated, next generation mulch manufacturing company, whose operations begin with the acquisition of wood-based, feedstock and other natural materials used for its next-generation mulch products. The acquisition of its feedstock is a significant, differentiating, factor of the Company’s operations that sets it apart from and is not shared by its competitors, in that: i) its operations, including the strategic partnership that it has with a large waste management company, have a positive impact on the
3 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
7 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
environment; and ii) the acquisition process for its feedstock is an additional source of revenue for the Company. All companies that produce and sell mulch require for their production, feedstock material from which they produce their final products. For those companies who produce wood-based mulch, the acquisition of their feedstock, like lumber production, has historically been centered on harvesting trees or sourcing their supply; and for those manufacturers, gross margins generally, are materially affected by, if not dependent on, an ability to secure consistent low cost supplies of tree material/ wood.
Through its wholly owned subsidiary, National Storm Recovery, LLC, the Company operates its tree services division that provides tree trimming and maintenance services, hauling, removal, disposal, collection and storage of tree debris generated by its maintenance and its disaster recovery and clean-up services. The Company’s mulch products have also been manufactured for sale under National Storm Recovery, LLC. These operations will be handled under Mulch Manufacturing, Inc., an Ohio corporation.
B. Description of the Constituent Entities of the Company:
Currently incorporated and in good standing in the State of Delaware under the name “The Sustainable Green Team, Ltd.”, the Company’s original predecessor was originally incorporated in the State of Nevada on January 22, 1997 under the name Alpha Diamond Corporation. The Company changed its name to African Resources on June 28, 1998 to Viking Exploration, Inc. on April 9, 1999 and then to Sierra Gold Corporation on July 12, 2006. Then on February 15, 2011 Sierra Gold Corporation changed its domicile to the State of Wyoming by filing Articles of Continuance with the Wyoming Secretary of State. Thereafter, on July 22, 2019 in preparation for an anticipated share/equity exchange with National Storm Recovery, LLC, the Company changed its name to National Storm Recovery, Inc., by filing a Certificate of Amendment with the Wyoming Secretary of State’s office. The Company then notified the Financial Industry Regulatory Authority (“FINRA”) of its name change, as well as the resolution it had passed to affect a 1:10,000 reverse stock split and as part of its name change, effected a voluntary change in its trading symbol, all of which were approved for announcement by FINRA on or about August 22, 2019. The Company changed domiciles to the State of Delaware by filing a Certificate of Conversion and Certificate of Incorporation with the Delaware Division of Corporations, Secretary of State’s office on December 30, 2019 as part of its plan to reorganize into a holding company pursuant to DGCL §251(g) as previously contemplated and agreed to by Sierra Gold Corporation and National Storm Recovery, LLC in their Amended and Restated Share Purchase and Equity Exchange Agreement, and in anticipation of a transaction with Mulch Manufacturing, Inc. The Company has changed its name to The Sustainable Green Team Ltd and trading symbol to SGTM in connection with its reorganization into a holding company pursuant to DGCL §251(g), after obtaining FINRA approval and has formally announced this action.
National Storm Recovery, Inc., a Wyoming corporation, previously known as Sierra Gold Corporation, a Wyoming corporation, executed a share/membership exchange agreement with the managing member of National Storm Recovery, LLC, a Florida corporation, as a path for National Storm Recovery, LLC to become publicly traded. Following, execution of that agreement and prior to closing, the Managing Member of National Storm Recovery, LLC, and National Storm Recovery, Inc. each agreed that the business plan and operations of National Storm Recovery, LLC could be accommodated best with the publicly traded company (its successor The Sustainable Green Team, Ltd.), as the parent corporation and the operating companies, as wholly owned subsidiaries. This is best accomplished under Delaware General Corporation Law (“DGCL”) §251(g) for three primary reasons. First because Delaware has a specific statute that provides for the exact process and structure that is needed; Second, because it ensures that there are no contingent and unrecorded liabilities that could impact new investors. Third, because the management’s business plan calls for expansion that comes, in part, from strategic acquisitions with companies that are both accretive to earnings and that are positioned for rapid growth from the synergistic opportunities that management identifies. One of the requirements of DGCL§251(g) is that each of the entities must be a Delaware entity and the corporations must have certificates of incorporation that are the same as each other. Therefore, the information provided in this report regarding securities will be the same for each entity, even for National Storm Recovery, LLC, although the statute does not specifically require this. Thus the shares of National Storm Recovery, Inc. issued and outstanding prior to the reorganization will be the same number of issued and outstanding shares for The Sustainable Green Team, Ltd. and shareholders may begin exchanging their shares for shares of The Sustainable Green Team, Ltd.
8 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
Effect of DGCL §251(g) in Doing Business with the Company and on Trading of Common Stock.
As of the date of this report, the holding company structure has been approved and all of the requirements under DGCL §251(g) have been met so the Company has already taken each of the steps required under state law to legally effect that reorganization. Therefore, as a matter of law, The Sustainable Green Team, Ltd. is the successor publicly traded company. Thus for purposes of transacting business with the Company, the proper name (and actual entity) is, and will continue to be from this point on, The Sustainable Green Team, Ltd. (note that the Secretary of State’s Office in Delaware ignores “the” as the first word in a company name, but the Certificate of Incorporation states it is “The” Sustainable Green Team, Ltd.. The Delaware Secretary of State’s Office has processed: 1.) the change in corporate domiciles of National Storm Recovery, Inc., a Wyoming corporation to National Storm Recovery, Inc. a Delaware corporation (which was required in order to work under and apply Delaware law); 2.) the change in domiciles of National Storm Recovery, LLC, a Florida limited liability company to National Storm Recovery, LLC, a Delaware limited liability company (which was required in order to work under and apply Delaware law); 3.) the incorporation of The Sustainable Green Team, Ltd., a Delaware corporation and Sierra Gold Merger Corp., a Delaware corporation and 4.) the Certificate of Merger under DGCL §251(g) for National Storm Recovery, Inc. a Delaware corporation. Therefore, with the forgoing processed, the reorganization has been completed and anyone wishing to enter into an agreement with the parent publicly traded company will enter into it with “The Sustainable Green Team, Ltd.” The shares of National Storm Recovery, Inc., formerly a Wyoming corporation, that are trading in the market and any that were or are subsequently issued will be exchanged for shares of The Sustainable Green Team, Ltd. on a one for one basis.
Pre-DGCL §251(g) Reorganization
National Storm Recovery, Inc., formerly a Wyoming corporation, is the beneficial owner of National Storm Recovery, LLC, a Florida limited liability company.
Post-DGCL §251(g) Reorganization
The Sustainable Green Team, Ltd. holds three subsidiaries, Sierra Gold Merger Corp., National Storm Recovery, LLC and Mulch Manufacturing, Inc., which was acquired effective January 31, 2020.
Mulch Manufacturing, Inc.
For a description of Mulch Manufacturing, Inc.’s facilities, see Section 6 of this Quarterly Report.
Day Dreamer Productions, LLC
The Company acquired 100% of the membership interests in Day Dreamer Productions, LLC (DDP), a Florida LLC, on December 30, 2021, by issuing 200,000 shares of common stock. DDP provides videography services for documentaries and promotional projects. The Company uses DDP for its own promotions and documentation and intends to offer these services to outside organizations.
Beaver, Washington Real Estate
On March 18, 2022, the Company closed on the Beaver, Washington real estate property for $1,025,475, of which, $200,000 was previously put down as deposits, and $825,475 was paid at closing. The acquisition of the Beaver, Washington sawmill was closed in December 2021. We expect to begin producing pine bark and marketable lumber at the Beaver mill in 2024.
C. Description of the Company and its Subsidiaries’ Principal Products, Services and Markets:
9 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
The Company operates primarily through its wholly owned operating subsidiaries. The principal products of each of the Company’s operating subsidiaries is described below.
National Storm Recovery, LLC
National Storm Recovery, LLC (DBA Central Florida ArborCare) was initially founded to provide tree maintenance, disaster recovery, debris hauling, removal, and disposal services. Each of these services is provided to residential, commercial and governmental customers and was structured to drive revenue for the company. Examples include the company’s multi-year contract with the Town of Oakland, Florida, (an area known for its large old oak trees), for emergency debris hauling and tree removal; and its multi-year contract with the Orange County Florida School District, (covering 267 properties, that includes schools, administrative sites and maintenance facilities) for tree removal, trimming and maintenance services. In each case, these contracts are renewable following their initial multi-year terms with aggregate terms of five years.
During its first year in operation, National Storm Recovery, LLC continued to build positive momentum under its CEO, Anthony J. Raynor’s leadership, when it entered into an agreement for the acquisition of certain complementary assets owned by Central Florida Arbor Care. Building this earlier success, in 2019, the company began to expand its business plan to include the complementary vertical market of mulch manufacturing. In order to expedite this plan of building a completely vertically integrated company and having identified a substantial number of advantages with being publicly traded, the company decided to bring its business to the public markets; and in the 2019, executed a share purchase and equity exchange agreement as part of the series of transactions related to the “reverse takeover.”
One of the Company’s over-arching strengths, in addition to management’s scores of years of industry experience, is management’s ability to build and manage teams. The importance of its relationships with employees, independent contractors, customers, vendors and anyone else with whom they interact, cannot be overstated. Although management believes its industry expertise, competence and reliability are each important factors, ultimately its commitment to its employees, independent contractors and the belief that they are all important members of its “Sustainable Green Team” have been significant contributing factors to being provided opportunities in every market entered. . Each of the opportunities received and the ways in which they have been managed, have also contributed to the Company’s positive momentum, helping shape management’s ultimate vision for the Company as a fully integrated mulch manufacturing and sales company, with operations that make sound business sense and create a positive environmental impact.
Again, National Storm Recovery, LLC was established as a company to provide tree maintenance, disaster recovery, debris hauling, removal, and disposal services – services that provide it with access to a large amount of wood or tree debris. Thought of from a different perspective, the Company has access to a large amount of “feedstock” that is required to manufacture wood based mulch products. But, unlike traditional wood-based mulch manufacturers who purchase their feedstock, the Company is paid to cut it, paid to haul it and paid to dispose of it. Its cost, in that limited equation, was its own disposal cost. However, by processing the tree material into mulch and selling it, the Company:
i) eliminates its disposal costs,
ii) receives the feedstock it would need as a mulch manufacturer, for free,
iii) does not have to police its suppliers to ensure responsible tree harvesting, because the trees and material the company handles are either from trees and branches downed in storms or cut as part of the care and maintenance of the trees it is paid to care for, and
iv) has a “cost structure” for its feedstock that is even better that a competitor that secures feedstock using unscrupulous or irresponsible harvesting methods and/or sources.
So, by grinding, screening and packaging the tree material that it is already receiving (and is paid to receive), the Company is able to leverage its existing activities, create additional value, and position itself to substantially increase its overall revenue and earnings prospects; and decrease the burden that this material would otherwise place on the local landfills or collection sites.
10 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
6)
Sierra Gold Merger Corp.
There are no operations under The Sustainable Green Team, Ltd.’s subsidiary Sierra Gold Merger Corp. Notwithstanding the fact that the applicable statutes of limitations have expired for any foreseeable claims that could have been made based on the assets and liabilities last disclosed many years ago by Sierra Gold Corporation, Sierra Gold Merger Corp. was formed as part of the Company’s corporate organizational shift into a parent-subsidiary structure with discrete operations contained in separate subsidiaries. This parent subsidiary structure was affected pursuant to DGCL §251(g) and has the additional benefit of allowing any legacy issues (such as contingent liabilities, unrecorded liabilities and any other issues involving the prior business or activities of Sierra Gold Corporation) to remain isolated in the wholly owned subsidiary, Sierra Gold Merger Corp., so that they do not affect assets or the operations of any other entity.
Mulch Manufacturing, Inc.
Mulch Manufacturing, Inc. (“MM”) is a large producers of packaged mulch products in the United States. It harvests the raw materials, processes the mulch at several locations, packages it and ships it when required in its own fleet of trucks or by contract carriers. MM’s products are distributed through the largest of mass merchandisers as well as small independent retailers. MM provides customer service and sales support to the retailer as well as the end user.
Day Dreamer Productions, LLC
Day Dreamer Productions, LLC provides videography services for clients producing documentary and promotional services. Much of its work has been for the Company and its subsidiaries.
Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
For purposes of this section, unless otherwise noted, references to the “Company” refer to The Sustainable Green Team, LTD and its wholly-owned subsidiaries on a consolidated basis.
Principal Executive Offices
Currently the Company’s principal executive offices are located at 24-200 County Road 561, Astatula, FL 34705. The Company owns these premises, which are approximately 5,000 square feet. The premises are described more fully below (under “Astatula, Florida Site”). and are described below.
Astatula, Florida Site
The Astatula, Florida site is a 100 acre parcel of property located in Lake County, Astatula, Florida at 24200 CR 561. The Company initially entered into a purchase option on it that was contingent on receiving zoning approval for use as a storm debris and collection site. After a series of successful hearings without opposition, the City Council granted final zoning approval in January 2019. Most efforts of this nature are extremely time consuming because of significant opposition from the community. In this case however, there was a complete lack of opposition and the Company received quick approval from the City Council. Management of the Company saw this approval both as: i) an endorsement of its vision for the environmental solutions the Company offered to the
11 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
community and ii) evidence of City Council’s enthusiastic acceptance of the Company’s plan of operations. After receiving approval from the City Council, the Company exercised its purchase option in December 2020, and now owns the property. With its prime location and 5,000 square foot building containing warehouse and office space, the 100 acre site is ideal for the Company’s purposes.
The Company has been using the site as its corporate headquarters since February 2021, after preparing the site to serve as its flagship tree debris collection site, mulch manufacturing facility, soil composting and production bagging site. In addition, the Company is using the property (which can accommodate millions of cubic yards of organic storm debris) for collection and storage of storm debris during hurricanes and other storms and for tree waste generated from the Company’s tree services operations. The site provides an opportunity for the Company to increase its revenues and earnings from disposal fees the Company collects from new Lake County customers and other tree service companies who pay for disposal. It also is another source of feedstock for the Company’s mulch operations.
Two Landfills of a National Waste Disposal Company
Prior to the addition to its 100 acre Astatula site, as management began expanding the Company’s business model, the Company entered into a collaborative agreement with a large, national waste disposal company that allows the Company to use two of its sites located at 242 West Keene Road, Apopka FL and 5400 Rex Drive, Winter Garden, Florida for collection and storage of tree debris collected in connection with its disaster recovery services as well as collection sites for its tree maintenance, hauling and disposal. In addition, the Company has been given the right to install and operate its mulch manufacturing and bagging equipment at these sites under very favorable lease terms. Logistically, the Company benefits from these locations which are optimally positioned for use in connection with its tree services operations. Further, the agreement allows the Company to execute on its mulch manufacturing, bagging and sales plans under a significantly expedited timeline with pre-approved zoning and at significantly lower costs. Both parties have expressed satisfaction with these arrangements. Management believes that this is in part due to the fact that, although both receive entirely different benefits, the benefits to each are quite important. For example, the Company is given the right to use tree debris that is generated from other parties as feedstock in its mulch manufacturing operations. The waste disposal company also benefits significantly. Although it is a common misconception that because wood is biodegradable it is also compostable. But in reality, wood and particularly large logs take many years to decompose. As such, by repurposing and removing the materials from these sites, the Company is solving a significant problem for its partner. Yard waste, and in particular, the large volume of tree waste brought to landfills around the country each year is a real problem with which those managing them must contend and the Company’s use of this material presents an ideal solution. In many ways, this is an ideal solution because not only does it decrease the burden on the landfills where they operate, it provides a sustainable alternative to other feedstock sourcing methods.
Beaver, Washington Sawmill
We expect to begin producing pine bark and marketable lumber at the Beaver mill in 2024. Jasper, FL Sawmill
We expect to begin producing pine bark and marketable lumber at the Jasper mill in Q4 2022.
Mulch Manufacturing, Inc. Facilities
The below Apopka, FL and Reynoldsburg, OH facilities are leased under customary industry terms and conditions. The rest of the facilities are owned. Of these owned facilities, all but Astatula are mortgaged.
Callahan, Florida
? 6 Bagging lines
? 100 Acres of storage
12 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
? Cypress, Pine, Colored & A-Grade, Softscape Homerville, Georgia
? Cypress Sawmill & mulch production
? 3 Bagging lines
? 40 Acres of storage
? Cypress A & B grade, Chips, Softscape
Jacksonville, Florida (Colorant Plant)
? Production of mulch colorants
? Sale of mulch coloring machinery
? R & D division for new products
Jacksonville, Florida (Bagging Facility)
? Production & Bagging
? Mulch production, bagging & prepack
? Wood recycling collection site
? Retail sales
Apopka, Florida
? Full line of bagged and bulk mulch products
? Wood recycling collection site
? Retail sales
Astatula, Florida (same as Company’s Corporate Headquarters)
? Full line of bagged and bulk mulch products
? 100 Acres of storage
? Wood recycling collection site
? Retail sales
? Central Florida Arborcare Reynoldsburg, Ohio
? Sales and administrative offices
Equipment:
The Company uses a variety of heavy equipment from Boom (Cranes), Pickup and Bucket Trucks to Grinders, Front-end and Skid Steer Loaders and Bagging and Coloring Machines in its operations. The majority of the equipment used by the Company (and its operating subsidiaries) is owned outright by the Company, but the Company does lease or pledge as collateral certain equipment. The leases and secured promissory notes for such equipment contain terms that are customary in the industry(ies) that the Company and its subsidiaries operate in for such equipment.
13 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
7) Company Insiders (Officers, Directors, and Control Persons)
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer’s securities, as well as any officer, and any director of the company, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section.
Name of Officer/Director or Control Person
Anthony J. Raynor Ralph Spencer
John Spencer
Brian Meier
Michael J. Mete
Total Officers, Directors and 5% Shareholders as a Group
Affiliation with Company (e.g. Officer/Director/O wner of more than 5%)
Chief Executive Officer (CEO), President and Director
Owner of > 5%
Owner of > 5%
Chief Operating Officer (COO)
Chief Financial Officer (CFO)
Residential Address (City / State Only)
Winter Garden, Florida
Jacksonville, Florida
Columbus, Ohio
Homerville, Georgia
Oakland, Florida
Number of Shares Owned
38,749,500
22,101,556
6,000,000
500
0
66,851,556
Share type/class
Common Common
Common
Common
NA
Common
Ownership
Percentage of
Class Note
Outstanding*
Issued in Connection 45.2% with Share/Equity
25.8%
7.0%
Exchange
Issued in Connection with Share/Equity Exchange
Issued in Connection with a Debt Conversion
0.0% Gift Recipient
0.0%
78.0%
*Presented as a percentage of 85,693,299 shares of the Company’s Common Stock outstanding as of July 2, 2022. Anthony “Tony” J. Raynor – Currently serves as the President, Chief Executive Officer and as a Director. Michael J. Mete, CPA – Currently serves as the Company’s Chief Financial Officer.
Brian Meier – Currently serves as the Company’s Chief Operating Officer.
Laura Anthony, Esq. – Currently serves as the Company’s Securities Counsel. 14
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
8)
A.
Legal/Disciplinary History
Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
No
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
No
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
No
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
No
Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
The Sustainable Green Team, LTD is currently involved in arbitration with Emerging Markets Consulting, LLC (“EMC”), a former service provider of the Company. On October 21, 2020, EMC initiated arbitration against the Company, alleging, among other things, breach of contract related to an agreement entered into between the Company (via NSR LLC) and EMC, in which the Company engaged EMC to provide it with consulting services related to the Company’s capital structure, investor relations strategies, and fundraising plans, including the filing of an S-1 registration statement at some point in the future, in exchange for equity compensation in the Company. EMC seeks relief against the Company in the form of the equity compensation pursuant to the agreement (2,000,000 shares of the Company’s Common Stock) and damages. The Company denies EMC’s allegations, and has also initiated counterclaims against EMC for breach of the agreement by EMC, in which it is seeking damages resulting from EMC’s breach of its duties under the agreement.
In addition, the Company named in its counterclaim to EMC’s claim another similar service provider, Rainmaker Group Consulting, LLC (“Rainmaker”), as a pre-emptive defense against any actions brought by Rainmaker against the Company. Rainmaker engaged by the Company in 2019 to provide similar consulting services as EMC was engaged to provide in exchange for the same compensation (2,000,000 shares of the Company’s Common Stock). The Company alleges that Rainmaker breached its agreement with the Company by not providing the services provided in the agreement between the Company and Rainmaker, and therefore Rainmaker is not entitled to any equity compensation by the Company. The Company has taken this action as a defensive measure against potential (in the Company’s opinion) frivolous lawsuits brought by Rainmaker against the Company. The Company is confident it will prevail in the ongoing arbitration described above being overseen by the American Arbitration Association.
B.
15 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
9)
On March 25, 2021, the Company filed a civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On April 1, 2021, the Company was granted an Emergency Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. On August 16, 2021, the Company settled this dispute and has released Ralph Spencer from the Emergency Temporary Injunction.
On April 18, 2022, the Company filed a second civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On June 23, 2022, the Company was granted an Emergency Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. The Company is currently attempting mediation regarding this matter and the obligations owed Mr. Spencer (see Note 8 Notes Payable and above in Note 11 relating to promissory note and stock redemptions). Should this mediation fail, the Company is confident it will receive a favorable judgment in the civil complaint filed against Mr. Spencer related to these matters.
Third Party Providers
Please provide the name, address, telephone number and email address of each of the following outside providers: Securities Counsel
Name: Firm: Address 1: Address 2: Phone: Email:
Accountant or Auditor
Name: Firm: Address 1: Address 2: Phone: Email:
Investor Relations
Name: Firm: Address 1: Address 2: Phone: Email:
Other Service Providers
Laura Anthony, Esq.
Anthony L.G., PLLC
625 N. Flagler Drive, Ste., 600 West Palm Beach, FL 33401 (561) 514-0936 LAnthony@anthonypllc.com
Benjamin Borgers, CPA BF Borgers CPA, PC 5400 West Cedar Avenue Lakewood, CO 80226 (303) 953-1454 Ben@bfbcpa.us
Sherri Franklin
Investors Brand Network
8033 Sunset Blvd. Ste. 1037
Los Angeles, CA 90046
(310) 299-1717 Franklin@investorbrandnetwork.com
Provide the name of any other service provider(s) that that assisted, advised, prepared or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s) or consultant(s) or provided assistance or services to the issuer during the reporting period.
16 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
10)
None.
Issuer Certification
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities). The certifications shall follow the format below:
Principal Executive Officer:
I, Anthony J. Raynor certify that:
1.
I have reviewed this quarterly report of The Sustainable Green Team, Ltd.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
August 22, 2022
/s/ Anthony J. Raynor
Anthony J. Raynor, CEO
Principal Financial Officer:
I, Michael J Mete certify that:
1. I have reviewed this quarterly report of The Sustainable Green Team, Ltd.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
August 22, 2022
/s/ Michael J Mete
Michael J Mete, CFO
17 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
I like this company, but there is no awareness for this company and volume is nonexistent
Learn more about SGTM subsidiary, National Storm Recovery (d.b.a. Central Florida ArborCare) and the importance the maintenance of trees:
Learn more about SGTM subsidiary, National Storm Recovery (d.b.a. Central Florida ArborCare) and the importance the maintenance of trees:
Nothing but anecdotal youtube videos for 10 months, no official news or press releases? Without news of some actual plan to grow the business this stock will continue to decline in price.
we need real business updates.
the lack of Atlantic/gulf hurricanes will be harming their business so far this year. but do they have inventory for next spring mulch business?
Everyone needs to go watch SGTM's latest video BREAK THROUGH:
"Better Atmosphere" SGTM's goal is to provide a work atmosphere that would help individuals succeed in life. Check this video out:
Take a look at some of the new changes being made to SGTM's sawmills, WATCH THIS VIDEO...
Learn more about SGTM's Fiber International at the Homerville, FL
PRODUCE A TREE by Tony Raynor, check it out...
"It's About Building Relationships" SGTM is all about relationships with our team, vendors, and partners. Check out this video and learn more about SGTM.
Progressive Care Reports First Quarter 2022 Financial Results Highlighted by 5% Growth in Revenue to $10.1 Million
MIAMI, FL, May 17, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire – Progressive Care Inc. (OTCQB: RXMD) (the “Company”), a personalized healthcare services and technology provider, today announced financial and operational results for the three months ended March 31, 2022.
See on website
Key Financial Highlights for the Three Months Ended March 31, 2022 compared to the same period in 2021
Revenue increased by 5%, from $9.6 million in 2021 to $10.1 million in 2022
Gross margin decreased slightly to 24% in 2022 from 25% in 2021
Operating loss decreased by 79%, from $0.6 million in 2021 to $0.1 million in 2022
Adjusted EBITDA increased by 53% from $66,349 in 2021 to $101,646 in 2022
Business Highlights
Strengthened management team with industry experts
Expanded corporate services with enhanced COVID-19 platform capabilities
Approved as COVID-19 test vendor in the U.S. for travel to Beijing Winter Olympic Games
Engaged with Alteryx software implementation partner Aimpoint Digital to streamline healthcare data management workflows.
Partnered with Podium to boost customer satisfaction, efficiency and brand awareness
Gained long-term pharmacy contracts with major payors
Announced expansion plans into the rapidly growing multi-billion dollar Remote Patient Monitoring space
Gained SEC reporting status on April 11, 2022 through the filing of Form 10-12G Summary Financials for the Three Months Ended March 31, 2022, as Compared with the Three Months Ended March 31, 2021
Management Commentary
Alan Jay Weisberg, Chairman and Chief Executive Officer of Progressive Care, commented, ‘The first quarter of 2022 was an exciting period for the Company as we have begun a number of planned initiatives in line with our vision to become a diversified healthcare company. We have begun to realize the benefits of the operating efficiencies implemented and achieved reductions in operating expenses which resulted in significant improvement in our operating results. We also continued our progress towards uplisting to a national exchange market.”
Weisberg continued, “Financially, we had a solid start to 2022, highlighted by our 5% revenue growth. Our quarterly revenue of $10.1 million demonstrates our team’s efforts in diversifying our products and services. With a further reduction of operating expenses as a percentage of revenue to 25% during the first quarter, the Company’s operating efficiency continues to improve as we scale our business. Our recent expansion into long-term care pharmacy contracts provides Progressive Care with an opportunity to significantly increase its sales that produce much better margins. In addition, we expect that future growth will be driven by new data management and virtual healthcare service lines; expansion of 340B Covered Entities Third Party Administrative services; market penetration in existing geographies; development of enhanced healthcare B2B services; development of cash-based products and services; and continued implementation of MTM protocols.” Weisberg concluded, “We expect that growth in these revenue components will continue, as we have good momentum and we expect 2022 performance to reflect that. We look forward to updating the market and our shareholders with our progress on both our business and capital market initiatives over the next few months.”
Financial Results for Three Months Ended March 31, 2022
For the three months ended March 31, 2022 and 2021, we recognized overall revenue from operations of approximately $10.1 million and $9.6 million, respectively. Net pharmacy revenues increased by approximately $0.4 million for three months ended March 31, 2022 when compared to the same period in 2021. For the three months ended March 31, 2022, the increase in net pharmacy revenues was mainly attributable to an increase in COVID-19 testing revenue of $0.7 million which was offset by a decrease in 340B contract revenue of $0.3 million when compared to the same period in 2021. Prescription revenue for the three months ended March 31, 2022 was flat as compared to the same period in 2021.
Prescription revenues represented 86% and 90% of all revenue for the three months ended March 31, 2022 and 2021, respectively. Revenue from 340B contracts is 4% and 8% as a percentage of total net revenues for the three months ended March 31, 2022 and 2021, respectively. Dispensing fee and third-party administration revenue earned on our 340B contracts for the three months ended March 31, 2022, and 2021 were $0.4 million and $0.7 million, respectively, and decreased by $0.3 million for the three months ended March 31, 2022, when compared to the same period in 2021. The decrease is due to a significant decrease in the reimbursement rates for uninsured patients enrolled in the Gilead PREP program effective beginning the first quarter of 2022 that had an overall unfavorable impact on our 340B contract revenue in the amount of $0.2 million. We believe the decrease in 340B contract revenue will recover during the second quarter of 2022 as our existing covered entities continue enrolling patients in alternative programs and insurance plans that provide greater reimbursements.
We have filled approximately 111,000 and 116,000 prescriptions during the three months ended March 31, 2022 and 2021, respectively, a 4% period over period decrease in the number of prescriptions filled. The decrease in the number of prescriptions filled was due to our continued effort to decrease operating expenses as it relates to delivery costs by synchronizing dispensing of medications to the extent that we minimize the number of trips necessary to one patient. The synchronization of medication necessitates coordination of patient refills to ensure all patient prescriptions are dispensed at the same time and therefore cause a delay in some refills to be dispensed later. This might have a short-term impact on the overall number of prescriptions dispensed, however, it makes it simpler for the patient to manage multiple medications and provides us with the opportunity to manage costs associated with deliveries as well as providing a more productive workflow for our pharmacy team. The decrease in the number of dispensed prescriptions during the first quarter of 2022 has also been adversely impacted by the recent changes in the Gilead PREP program for uninsured patients and the re enrollment requirements.
For the three months ended March 31, 2022 and 2021, we have earned approximately $1.3 million and $0.6 million, respectively from COVID-19 testing. We have recorded record COVID-19 testing revenue in January 2022 as the country was dealing with the Delta and Omicron outbreak during that period. Since January 2022 the cases of COVID-19 infections and demand for COVID-19 testing have slowed down. It is difficult to predict whether these conditions will be recurring given recent COVID-19 pandemic conditions in Florida. We are well positioned to react if another COVID-19 outbreak occurs as we have built a reputation of being a highly reliable partner for COVID-19 testing solutions. We have built reputable relationships with well-known productions companies and these relationships provide us with recurring COVID-19 testing revenue.
Gross profit margins decreased from 25% for the three months ended March 31, 2021, to 24% when compared to the same period in 2022, largely due to the decrease in 340B contract revenue.
Our operating expenses decreased by approximately $0.6 million, or 18%, for the three months ended March 31, 2022 when compared to the same period in 2021. The decrease was mainly attributable to the following:
Decrease in salaries, wages an employee related expenses due to period over period decrease in headcount, and less time invested in training on pharmacy software when compared to 2021 in the amount of $0.1 million;
Decrease in consulting fees in the amount of $0.1 million;
Decrease in rent expense due to non-recurring leasehold improvement related expenses in the amount of $0.2 million;
Decrease in amortization expense due to intangible assets being fully amortized in the amount of $0.1 million;
Decrease in other operating expenses in the amount of $0.1 million.
Operating expenses as a percentage of revenue declined to 25% for the three months ended March 31, 2022, when compared to 32% for the three months ended March 31, 2021, reflecting the Company’s continued focus on operation optimization and efficiency.
Operating loss decreased by approximately $0.5 million, or 79%, to $0.1 million for the three months ended March 31, 2022, when compared to $0.6 million for the same period in 2021, because of decreases in overall operating expenses.
Adjusted EBITDA increased by approximately $35,297, or 53%, to $101,646 for the three months ended March 31, 2022, when compared to $66,349 EBITDA for the same period in 2021.
Net loss for the three months ended March 31, 2022 was $1.4 million, compared to a net income of $26,852 for the same period in 2021. The increase in net loss is mainly attributable to non-operating items such as gain on debt settlement and loss from the adverse change in the fair value of the derivative liability, offset by a reduction in the loss from operations period over period.
Cash balance was $2.4 million at March 31, 2022, as compared to $1.4 million at December 31, 2021.
Progressive Care Inc. (OTCQB: RXMD), through its subsidiaries, is a Florida health services organization and provider of prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management.
For more information about Progressive Care, please visit the company’s website.
Connect and stay in touch with us on social media:
Progressive Care Inc. https://www.progressivecareus.com/
PharmCoRx https://www.pharmcorx.com/
ClearMetrX https://www.clearmetrx.com/
Forward-Looking Statements: Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance, and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to Progressive Care Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
Public Relations Contact:?Carlos Rangel?carlosr@pharmcorx.com?Investor Relations Contact:?ClearThink Capital?nyc@clearthink.capital?phone: (917) 658-7878
?
thank you so much for the links to the source of this news so we can actually read it.... BTW It isnt news but it is filings.
More news!!
1)
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
THE SUSTAINABLE GREEN TEAM, LTD
A Delaware corporation
24-200 County Road Astatula, FL 34705
Telephone: (407) 886-8733
Corporate Website: www.thesustainablegreenteam.com Corporation Email: info@nationalarborcare.com
SIC:0783
Quarterly Report
For the Period Ending: April 2, 2022 (the “Reporting Period”)
As of April 2, 2022, the number of shares outstanding of our Common Stock was 88,026,816.
As of the prior quarter ending January 1, 2022, the number of shares outstanding of our Common Stock was 90,460,425.
As of the most recent completed fiscal year ended January 1, 2022, the number of shares outstanding of our Common Stock was 90,460,425.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: No:
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: No:
Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:
Yes: No:
Name and address(es) of the issuer and its predecessors (if any).
The immediate predecessor of The Sustainable Green Team, Ltd., a Delaware corporation (the “Company”, “we”, “us”, “our”, or “SGTM”) was National Storm Recovery, Inc. (“NSRI”), a Wyoming corporation, which held all of the membership interests in National Storm Recovery, LLC (“NSR LLC”), a Florida limited liability company. The management team of NSRI determined that it was in the best interest of the Company and its shareholders to change domiciles for both NSRI and NSR LLC to the State of Delaware for the purpose of reorganizing the Company and its operations into a holding company structure, pursuant to Delaware General Corporation Law (“DGCL”) §251(g). In December 2019, NSRI and NSR LLC were re-domiciled to the State of Delaware. After the domicile changes, NSRI incorporated SGTM as a wholly owned subsidiary and NSR LLC issued membership interests to SGTM. SGTM then incorporated Sierra Gold Merger Corp. (“SGMC”) as its wholly owned subsidiary. With each of the new corporations formed, NSRI merged down into SGMC, with SGMC surviving as a wholly owned subsidiary of SGTM. The assets and liabilities of NSRI were succeeded to by SGMC. As part of the merger agreement, the issued and outstanding shares of NSRI were exchangeable into shares of SGTM on a one for one basis. Similarly, the equity securities held by NSRI in SGTM and NSR LLC were
1 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
canceled under the terms of the merger agreement leaving SGTM as the sole shareholder and member of SGMC and NSR LLC, respectively. The Company obtained Financial Industry Regulatory Authority (“FINRA”) approval and published a press release announcing the forgoing and allowing the Company to trade under the name “The Sustainable Green Team, Inc.” and new trading symbol, SGTM.
Currently, the Company is incorporated and in good standing in the State of Delaware under the name The Sustainable Green Team, Ltd., the Company’s original predecessor was incorporated in the State of Nevada on January 22, 1997 under the name Alpha Diamond Corporation. The Company changed its name to African Resources on June 28, 1998, to Viking Exploration, Inc. on April 9, 1999 and then to Sierra Gold Corporation on July 12, 2006. Then on February 15, 2011, Sierra Gold Corporation changed its domicile to the State of Wyoming by filing Articles of Continuance with the Wyoming Secretary of State. On July 22, 2019 the Company changed its name to National Storm Recovery, Inc. by filing a Certificate of Amendment with the Wyoming Secretary of State’s office. The Company then notified the Financial Industry Regulatory Authority (“FINRA”) of its name change, as well as the resolution it had passed to effect a 1:10,000 reverse stock split and, as part of its name change, effected a voluntary change in its trading symbol, all of which were approved for announcement by FINRA on or about August 22, 2019. Finally, the Company changed domiciles to the State of Delaware by filing a Certificate of Conversion and Certificate of Incorporation with the Delaware Division of Corporations, Secretary of State’s office on December 30, 2019 as part of its plan to reorganize into a holding company pursuant to DGCL§251(g). The Company has now changed its name to The Sustainable Green Team, Ltd. and trading symbol to SGTM after obtaining FINRA approval on July 21, 2020.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
In November, 2021, the Board of Directors has deemed it to be in the best interests of the Corporation and its stockholders to effect, a reverse stock split of its common stock, par value $0.0001 per share (“Common Stock”), whereby a certain number of issued and outstanding shares of Common Stock will be combined into one new share of Common Stock, with any resulting fractional shares of Common Stock to be rounded up to the next nearest whole share of Common Stock, with no change to the authorized shares of Common Stock, with such reverse split to be in a range as determined by the Board following approval of such reverse split and granting of authority by the shareholders of the Corporation, subject to being in the range of a ratio between 1 share of Common Stock for each 2 outstanding shares of Common Stock, to 1 share of Common Stock for each 10 outstanding shares of Common Stock (the “Reverse Split”), resulting in a cost savings to the Corporation. As of the date of this filing, the reverse-split has yet to be approved.
The address(es) of the issuer’s principal executive office: 24-200 County Road, Astatula, FL 34705 The address(es) of the issuer’s principal place of business:
Check box if principal executive office and principal place of business are the same address: ?
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ? No: ?
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
N/A
2 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
2) Security Information
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized:
Total shares outstanding:
Number of shares in the Public Float1: Total number of shareholders of record:
SGTM Common Stock 86934B $0.0001
245,000,000 as of date: April 2, 2022 88,026,816 as of date: April 2, 2022 601,836 as of date: April 2, 2022 171 as of date: April 2, 2022
All additional class(es) of publicly traded securities (if any):
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized:
Total shares outstanding:
Transfer Agent
as of date: as of date:
Name: Phone: Email: Address:
Pacific Stock Transfer Company (702) 361 - 3033
Joslyn@pacificstocktransfer.com
6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119
Is the Transfer Agent registered under the Exchange Act?2 Yes: ? No: ?
3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
1 “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
3 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ?
Shares Outstanding as of Second Most Recent Fiscal Year End:
Common:
Opening Date: December 31, 2019
Balance 43,752,636
Date of Transaction
Transact ion type (e.g. new issuance , cancellat ion, shares returned to treasury)
Number of Shares Issued (or cancelle d)
Class of Securiti es
Value of shares issued ($/per share) at Issuanc e
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individu al/ Entity Shares were issued to (entities must have individu al with voting / investm ent control disclose d).
Reason for share issuanc e (e.g. for cash or debt conversi on)
-OR- Nature of Services Provided
Restricted or Unrestrict ed as of this filing.
Exemption or Registratio n Type.
1/31/2020 New 40,000,0001 Common $0.15 No Ralph Exchange Restricted
4(a)2 4(a)2
4(a)2
4(a)2
4(a)2
4(a)2 4(a)2 4(a)2
4(a)2
4(a)2 4(a)2
Stock
Common Stock
Common Stock
Common Stock
Commo n Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Spencer
New 4,000,000 2,
Cancellation (1,000,000)1,4
New 1,000,000
New 25,0005
New 250,000 New 786,045 New 354,724
New 300,000
New 25,000
Thistle Investments LLC, Jodi Stevens3
Ralph Spencer
Tony Eveland
GHS Investments LLC, Sarfraz Hajee6
Tony Eveland
Tony & Dana Eveland
Kent Hamill & Cathy Hamill
Kent Hamill & Cathy Hamill
John Schultz
In connection with Sierra Exchange
Exchange
Subscriptio n
In connection with Sierra Exchange
Subscriptio n
Debt conversion
Debt conversion
Prior Year Loan Incentive
Compensation
2/26/2020
4/1/2020 4/9/2020 5/14/2020
5/20/2020
5/20/2020 6/12/2020
1/13/2021
3/5/2021 8/26/2021
4 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
$0.33 Yes
$0.80 Yes
$0.24 Yes
$0.35 Yes
$0.40 Yes
$0.40 Yes
$0.58 Yes
$1.06 No
$1.15 No
Restricted
Restricted Restricted
Restricted
Restricted Restricted
Restricted Restricted Restricted
New 6,000,000 Common $0.62 Yes John Debtconversion Restricted
Stock
Spencer
OTC Markets Group Inc.
10/4/21 New 125,000
10/15/21 Cancellation (8,797,800) 10/22/21 New 300,000 10/22/21 New 1,000,000
10/22/21 New 133,333
11/15/21 Cancellation (1,300,092) 11/29/21 New 800,000 11/29/21 New 66,667 11/29/21 New 2,000,000 11/29/21 New 100,000 11/29/21 New 66,667 11/29/21 New 106,670 11/29/21 New 66,667
12/2/21 New 1,000,000 12/15/21 Cancellation (1,300,092) 12/30/21 New 200,000 12/31/21 New 400,000
1/13/22 New 266,667 1/19/22 Cancellation (1,300,092)
1/21/22 New 200,000 2/17/22 Cancellation (1,300,092) 3/15/22 Cancellation (1,300,092)
3/23/2022 New 1,000,000 Shares Outstanding on
Date of This Report: 86,726,724
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
$0.75
$0.15 $0.75 $0.75
$0.75
$0.15 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.75 $0.15 $1.12 $9.24
$0.75
$0.15 $0.75 $0.15 $0.15 $0.75
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
First Apex International Inc7
Ralph Spencer
Charles & Lisa Roberts
Leslie Schultz
Todd Hoepker Revocable Trust8
Ralph Spencer
Charles & Lisa Roberts
Christopher Lahiji
Leslie Schultz
Philip Simeone
Quick 9 Capital, LLC
Ryan Nilsen
Ryan Polk
Leslie Schultz
Ralph Spencer
Victor Spangler
Charles Lepinski
Todd Hoepker Revocable Trust8
Ralph Spencer
Charles & Lisa Roberts
Ralph Spencer
Ralph Spencer
Leslie Schultz
Compensation
Exchange
Subscription
Subscription
Subscription
Exchange
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Exchange
Exchange
Equipment Purchase
Subscription
Exchange
Subscription
Exchanges
Exchange
Subscription
Restricted
Restricted Restricted Restricted
Restricted
Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted Restricted
Restricted
Restricted Restricted Restricted Restricted Restricted
4(a)2
4(a)2 4(a)2 4(a)2
4(a)2
4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2
4(a)2
4(a)2 4(a)2 4(a)2 4(a)2 4(a)2
5 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
Ending Balance:
Date: April 2, 2022 Common: 88,026,816
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
1. These shares were issuable as of the date of the share exchange pursuant to the Business Combination Agreement between the Company, Mulch Manufacturing, Inc. an Ohio corporation and the sole exchanging shareholder of Mulch Manufacturing, Inc., Ralph Spencer. Also in connection with the issuance of these shares, the shares granted earlier were cancelled in accordance with the Business Combination Agreement that was executed by and among the parties thereto. The shares were due to Mr. Spencer on closing notwithstanding the fact that they were actually issued thereafter.
2. 4 million shares were issued during the period under the Amended and Restated Share Purchase and Equity Exchange Agreement dated to be effective as of December 31, 2019 in connection with the change of control of Sierra Gold Corporation.
3. Jodi Stevens has sole dispositive power over the shares.
4. These shares were canceled in accordance with the Business Combination Agreement that was executed by and among the parties
effective 1/31/20.
5. These shares were issued in connection with the change of control of Sierra Gold Corporation.
6. Sarfraz Hajee has sole dispositive power over the shares.
7. Scott Biddick has sole dispositive power over the shares.
8. Todd Hoepker has sole dispositive power over the shares.
9. Eilon Natan has sole dispositive power over the shares.
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ?
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder (entities must have individual with voting / investment control disclosed).
Reason for Issuance (e.g. Loan, Services, etc.)
9/25/18
$220,523
342,550
5% APR
11/1/2023
Not convertible
Ogden’s Incorporated Stephen Ogden
Purchase of Business
8/16/21 $10,650,000 $10,650,000 6% APR 8/16/24 Not convertible Ralph T Spencer Purchase of Real Estate
Use the space below to provide any additional details, including footnotes to the table above:
* The debt securities listed in this table represent the outstanding obligations of the Company and its subsidiaries on a consolidated basis as of the date of this Quarterly Report. The Company has not listed any notes payable in connection with traditional equipment financing, which is considered part of the Company’s ordinary course of business.
4) Financial Statements
6 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
A. The following financial statements were prepared in accordance with: ? U.S. GAAP
? IFRS
B. The financial statements for this reporting period were prepared by (name of individual)3:
Name:
Title:
Relationship to Issuer:
Michael J Mete, CPA CFO
Employee
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
C. Balance Sheet—Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending April 2, 2022 posted separately on OTC Markets on May 16, 2022.
D. Statement of Income -– Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the periods ending April 2, 2022 posted separately on OTC Markets on May 16, 2022.
E. Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the periods ending April 2, 2022 posted separately on OTC Markets on May 16, 2022.
F. Statement of Changes in Shareholders’ Equity – Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending April 2, 2022 posted separately on OTC Markets on May 16, 2022.
G. Financial Notes – Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending April 2, 2022 posted separately on OTC Markets on May 16, 2022.
You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”).
If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.
Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.
5)
Issuer’s Business, Products and Services
A. Summary of the Company’s Business Operations:
The Sustainable Green Team, Ltd., together with its subsidiaries Sierra Gold Merger Corp., National Storm Recovery, LLC and Mulch Manufacturing, Inc., is a vertically integrated, next generation mulch manufacturing company, whose operations begin with the acquisition of wood-based, feedstock and other natural materials used for its next-generation mulch products. The acquisition of its feedstock is a significant, differentiating, factor of the Company’s operations that sets it apart from and is not shared by its competitors, in that: i) its operations, including the strategic partnership that it has with a large waste management company, have a positive impact on the environment; and ii) the acquisition process for its feedstock is an additional source of revenue for the Company. All companies that produce and sell mulch require for their production, feedstock material from which they produce
3 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
7 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
their final products. For those companies who produce wood-based mulch, the acquisition of their feedstock, like lumber production, has historically been centered on harvesting trees or sourcing their supply; and for those manufacturers, gross margins generally, are materially affected by, if not dependent on, an ability to secure consistent low cost supplies of tree material/ wood.
Through its wholly owned subsidiary, National Storm Recovery, LLC, the Company operates its tree services division that provides tree trimming and maintenance services, hauling, removal, disposal, collection and storage of tree debris generated by its maintenance and its disaster recovery and clean-up services. The Company’s mulch products have also been manufactured for sale under National Storm Recovery, LLC. These operations will be handled under Mulch Manufacturing, Inc., an Ohio corporation.
B. Description of the Constituent Entities of the Company:
Currently incorporated and in good standing in the State of Delaware under the name “The Sustainable Green Team, Ltd.”, the Company’s original predecessor was originally incorporated in the State of Nevada on January 22, 1997 under the name Alpha Diamond Corporation. The Company changed its name to African Resources on June 28, 1998 to Viking Exploration, Inc. on April 9, 1999 and then to Sierra Gold Corporation on July 12, 2006. Then on February 15, 2011 Sierra Gold Corporation changed its domicile to the State of Wyoming by filing Articles of Continuance with the Wyoming Secretary of State. Thereafter, on July 22, 2019 in preparation for an anticipated share/equity exchange with National Storm Recovery, LLC, the Company changed its name to National Storm Recovery, Inc., by filing a Certificate of Amendment with the Wyoming Secretary of State’s office. The Company then notified the Financial Industry Regulatory Authority (“FINRA”) of its name change, as well as the resolution it had passed to affect a 1:10,000 reverse stock split and as part of its name change, effected a voluntary change in its trading symbol, all of which were approved for announcement by FINRA on or about August 22, 2019. The Company changed domiciles to the State of Delaware by filing a Certificate of Conversion and Certificate of Incorporation with the Delaware Division of Corporations, Secretary of State’s office on December 30, 2019 as part of its plan to reorganize into a holding company pursuant to DGCL §251(g) as previously contemplated and agreed to by Sierra Gold Corporation and National Storm Recovery, LLC in their Amended and Restated Share Purchase and Equity Exchange Agreement, and in anticipation of a transaction with Mulch Manufacturing, Inc. The Company has changed its name to The Sustainable Green Team Ltd and trading symbol to SGTM in connection with its reorganization into a holding company pursuant to DGCL §251(g), after obtaining FINRA approval and has formally announced this action.
National Storm Recovery, Inc., a Wyoming corporation, previously known as Sierra Gold Corporation, a Wyoming corporation, executed a share/membership exchange agreement with the managing member of National Storm Recovery, LLC, a Florida corporation, as a path for National Storm Recovery, LLC to become publicly traded. Following, execution of that agreement and prior to closing, the Managing Member of National Storm Recovery, LLC, and National Storm Recovery, Inc. each agreed that the business plan and operations of National Storm Recovery, LLC could be accommodated best with the publicly traded company (its successor The Sustainable Green Team, Ltd.), as the parent corporation and the operating companies, as wholly owned subsidiaries. This is best accomplished under Delaware General Corporation Law (“DGCL”) §251(g) for three primary reasons. First because Delaware has a specific statute that provides for the exact process and structure that is needed; Second, because it ensures that there are no contingent and unrecorded liabilities that could impact new investors. Third, because the management’s business plan calls for expansion that comes, in part, from strategic acquisitions with companies that are both accretive to earnings and that are positioned for rapid growth from the synergistic opportunities that management identifies. One of the requirements of DGCL§251(g) is that each of the entities must be a Delaware entity and the corporations must have certificates of incorporation that are the same as each other. Therefore, the information provided in this report regarding securities will be the same for each entity, even for National Storm Recovery, LLC, although the statute does not specifically require this. Thus the shares of National Storm Recovery, Inc. issued and outstanding prior to the reorganization will be the same number of issued and outstanding shares for The Sustainable Green Team, Ltd. and shareholders may begin exchanging their shares for shares of The Sustainable Green Team, Ltd.
Effect of DGCL §251(g) in Doing Business with the Company and on Trading of Common Stock.
8 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
As of the date of this report, the holding company structure has been approved and all of the requirements under DGCL §251(g) have been met so the Company has already taken each of the steps required under state law to legally effect that reorganization. Therefore, as a matter of law, The Sustainable Green Team, Ltd. is the successor publicly traded company. Thus for purposes of transacting business with the Company, the proper name (and actual entity) is, and will continue to be from this point on, The Sustainable Green Team, Ltd. (note that the Secretary of State’s Office in Delaware ignores “the” as the first word in a company name, but the Certificate of Incorporation states it is “The” Sustainable Green Team, Ltd.. The Delaware Secretary of State’s Office has processed: 1.) the change in corporate domiciles of National Storm Recovery, Inc., a Wyoming corporation to National Storm Recovery, Inc. a Delaware corporation (which was required in order to work under and apply Delaware law); 2.) the change in domiciles of National Storm Recovery, LLC, a Florida limited liability company to National Storm Recovery, LLC, a Delaware limited liability company (which was required in order to work under and apply Delaware law); 3.) the incorporation of The Sustainable Green Team, Ltd., a Delaware corporation and Sierra Gold Merger Corp., a Delaware corporation and 4.) the Certificate of Merger under DGCL §251(g) for National Storm Recovery, Inc. a Delaware corporation. Therefore, with the forgoing processed, the reorganization has been completed and anyone wishing to enter into an agreement with the parent publicly traded company will enter into it with “The Sustainable Green Team, Ltd.” The shares of National Storm Recovery, Inc., formerly a Wyoming corporation, that are trading in the market and any that were or are subsequently issued will be exchanged for shares of The Sustainable Green Team, Ltd. on a one for one basis.
Pre-DGCL §251(g) Reorganization
National Storm Recovery, Inc., formerly a Wyoming corporation, is the beneficial owner of National Storm Recovery, LLC, a Florida limited liability company.
Post-DGCL §251(g) Reorganization
The Sustainable Green Team, Ltd. holds three subsidiaries, Sierra Gold Merger Corp., National Storm Recovery, LLC and Mulch Manufacturing, Inc., which was acquired effective January 31, 2020.
Mulch Manufacturing, Inc.
For a description of Mulch Manufacturing, Inc.’s facilities, see Section 6 of this Quarterly Report.
Day Dreamer Productions, LLC
The Company acquired 100% of the membership interests in Day Dreamer Productions, LLC (DDP), a Florida LLC, on December 30, 2021, by issuing 200,000 shares of common stock. DDP provides videography services for documentaries and promotional projects. The Company uses DDP for its own promotions and documentation and intends to offer these services to outside organizations.
Beaver, Washington Real Estate
On March 18, 2022, the Company closed on the Beaver, Washington real estate property for $1,025,475, of which, $200,000 was previously put down as deposits, and $825,475 was paid at closing. The acquisition of the Beaver, Washington sawmill was closed in December 2021. We expect to begin producing pine bark and marketable lumber at the Beaver mill in 2024.
C. Description of the Company and its Subsidiaries’ Principal Products, Services and Markets:
The Company operates primarily through its wholly owned operating subsidiaries. The principal products of each of the Company’s operating subsidiaries is described below.
9 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
National Storm Recovery, LLC
National Storm Recovery, LLC (DBA Central Florida ArborCare) was initially founded to provide tree maintenance, disaster recovery, debris hauling, removal, and disposal services. Each of these services is provided to residential, commercial and governmental customers and was structured to drive revenue for the company. Examples include the company’s multi-year contract with the Town of Oakland, Florida, (an area known for its large old oak trees), for emergency debris hauling and tree removal; and its multi-year contract with the Orange County Florida School District, (covering 267 properties, that includes schools, administrative sites and maintenance facilities) for tree removal, trimming and maintenance services. In each case, these contracts are renewable following their initial multi-year terms with aggregate terms of five years.
During its first year in operation, National Storm Recovery, LLC continued to build positive momentum under its CEO, Anthony J. Raynor’s leadership, when it entered into an agreement for the acquisition of certain complementary assets owned by Central Florida Arbor Care. Building this earlier success, in 2019, the company began to expand its business plan to include the complementary vertical market of mulch manufacturing. In order to expedite this plan of building a completely vertically integrated company and having identified a substantial number of advantages with being publicly traded, the company decided to bring its business to the public markets; and in the 2019, executed a share purchase and equity exchange agreement as part of the series of transactions related to the “reverse takeover.”
One of the Company’s over-arching strengths, in addition to management’s scores of years of industry experience, is management’s ability to build and manage teams. The importance of its relationships with employees, independent contractors, customers, vendors and anyone else with whom they interact, cannot be overstated. Although management believes its industry expertise, competence and reliability are each important factors, ultimately its commitment to its employees, independent contractors and the belief that they are all important members of its “Sustainable Green Team” have been significant contributing factors to being provided opportunities in every market entered. . Each of the opportunities received and the ways in which they have been managed, have also contributed to the Company’s positive momentum, helping shape management’s ultimate vision for the Company as a fully integrated mulch manufacturing and sales company, with operations that make sound business sense and create a positive environmental impact.
Again, National Storm Recovery, LLC was established as a company to provide tree maintenance, disaster recovery, debris hauling, removal, and disposal services – services that provide it with access to a large amount of wood or tree debris. Thought of from a different perspective, the Company has access to a large amount of “feedstock” that is required to manufacture wood based mulch products. But, unlike traditional wood-based mulch manufacturers who purchase their feedstock, the Company is paid to cut it, paid to haul it and paid to dispose of it. Its cost, in that limited equation, was its own disposal cost. However, by processing the tree material into mulch and selling it, the Company:
i) eliminates its disposal costs,
ii) receives the feedstock it would need as a mulch manufacturer, for free,
iii) does not have to police its suppliers to ensure responsible tree harvesting, because the trees and material the company handles are either from trees and branches downed in storms or cut as part of the care and maintenance of the trees it is paid to care for, and
iv) has a “cost structure” for its feedstock that is even better that a competitor that secures feedstock using unscrupulous or irresponsible harvesting methods and/or sources.
So, by grinding, screening and packaging the tree material that it is already receiving (and is paid to receive), the Company is able to leverage its existing activities, create additional value, and position itself to substantially increase its overall revenue and earnings prospects; and decrease the burden that this material would otherwise place on the local landfills or collection sites.
Sierra Gold Merger Corp.
There are no operations under The Sustainable Green Team, Ltd.’s subsidiary Sierra Gold Merger Corp.
10 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
6)
Notwithstanding the fact that the applicable statutes of limitations have expired for any foreseeable claims that could have been made based on the assets and liabilities last disclosed many years ago by Sierra Gold Corporation, Sierra Gold Merger Corp. was formed as part of the Company’s corporate organizational shift into a parent-subsidiary structure with discrete operations contained in separate subsidiaries. This parent subsidiary structure was affected pursuant to DGCL §251(g) and has the additional benefit of allowing any legacy issues (such as contingent liabilities, unrecorded liabilities and any other issues involving the prior business or activities of Sierra Gold Corporation) to remain isolated in the wholly owned subsidiary, Sierra Gold Merger Corp., so that they do not affect assets or the operations of any other entity.
Mulch Manufacturing, Inc.
Mulch Manufacturing, Inc. (“MM”) is a large producers of packaged mulch products in the United States. It harvests the raw materials, processes the mulch at several locations, packages it and ships it when required in its own fleet of trucks or by contract carriers. MM’s products are distributed through the largest of mass merchandisers as well as small independent retailers. MM provides customer service and sales support to the retailer as well as the end user.
Day Dreamer Productions, LLC
Day Dreamer Productions, LLC provides videography services for clients producing documentary and promotional services. Much of its work has been for the Company and its subsidiaries.
Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
For purposes of this section, unless otherwise noted, references to the “Company” refer to The Sustainable Green Team, LTD and its wholly-owned subsidiaries on a consolidated basis.
Principal Executive Offices
Currently the Company’s principal executive offices are located at 24-200 County Road 561, Astatula, FL 34705. The Company owns these premises, which are approximately 5,000 square feet. The premises are described more fully below (under “Astatula, Florida Site”). and are described below.
Astatula, Florida Site
The Astatula, Florida site is a 100 acre parcel of property located in Lake County, Astatula, Florida at 24200 CR 561. The Company initially entered into a purchase option on it that was contingent on receiving zoning approval for use as a storm debris and collection site. After a series of successful hearings without opposition, the City Council granted final zoning approval in January 2019. Most efforts of this nature are extremely time consuming because of significant opposition from the community. In this case however, there was a complete lack of opposition and the Company received quick approval from the City Council. Management of the Company saw this approval both as: i) an endorsement of its vision for the environmental solutions the Company offered to the community and ii) evidence of City Council’s enthusiastic acceptance of the Company’s plan of operations. After receiving approval from the City Council, the Company exercised its purchase option in December 2020, and now owns the property. With its prime location and 5,000 square foot building containing warehouse and office space,
11 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
the 100 acre site is ideal for the Company’s purposes.
The Company has been using the site as its corporate headquarters since February 2021, after preparing the site to serve as its flagship tree debris collection site, mulch manufacturing facility, soil composting and production bagging site. In addition, the Company is using the property (which can accommodate millions of cubic yards of organic storm debris) for collection and storage of storm debris during hurricanes and other storms and for tree waste generated from the Company’s tree services operations. The site provides an opportunity for the Company to increase its revenues and earnings from disposal fees the Company collects from new Lake County customers and other tree service companies who pay for disposal. It also is another source of feedstock for the Company’s mulch operations.
Two Landfills of a National Waste Disposal Company
Prior to the addition to its 100 acre Astatula site, as management began expanding the Company’s business model, the Company entered into a collaborative agreement with a large, national waste disposal company that allows the Company to use two of its sites located at 242 West Keene Road, Apopka FL and 5400 Rex Drive, Winter Garden, Florida for collection and storage of tree debris collected in connection with its disaster recovery services as well as collection sites for its tree maintenance, hauling and disposal. In addition, the Company has been given the right to install and operate its mulch manufacturing and bagging equipment at these sites under very favorable lease terms. Logistically, the Company benefits from these locations which are optimally positioned for use in connection with its tree services operations. Further, the agreement allows the Company to execute on its mulch manufacturing, bagging and sales plans under a significantly expedited time line with pre-approved zoning and at significantly lower costs. Both parties have expressed satisfaction with these arrangements. Management believes that this is in part due to the fact that, although both receive entirely different benefits, the benefits to each are quite important. For example, the Company is given the right to use tree debris that is generated from other parties as feedstock in its mulch manufacturing operations. The waste disposal company also benefits significantly. Although it is a common misconception that because wood is biodegradable it is also compostable. But in reality, wood and particularly large logs take many years to decompose. As such, by repurposing and removing the materials from these sites, the Company is solving a significant problem for its partner. Yard waste, and in particular, the large volume of tree waste brought to landfills around the country each year is a real problem with which those managing them must contend and the Company’s use of this material presents an ideal solution. In many ways, this is an ideal solution because not only does it decrease the burden on the landfills where they operate, it provides a sustainable alternative to other feedstock sourcing methods.
Beaver, Washington Saw Mill
We expect to begin producing pine bark and marketable lumber at the Beaver mill in 2024.
Mulch Manufacturing, Inc. Facilities
The below Apopka, FL and Reynoldsburg, OH facilities are leased under customary industry terms and conditions. The rest of the facilities are owned. Of these owned facilities, all but Astatula are mortgaged.
Callahan, Florida
? 6 Bagging lines
? 100 Acres of storage
? Cypress, Pine, Colored & A-Grade, Softscape
Homerville, Georgia
? Cypress Sawmill & mulch production
? 3 Bagging lines
? 40 Acres of storage
12 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
7)
? Cypress A & B grade, Chips, Softscape Jacksonville, Florida (Colorant Plant)
? Production of mulch colorants
? Sale of mulch coloring machinery
? R & D division for new products
Jacksonville, Florida (Bagging Facility)
? Production & Bagging
? Mulch production, bagging & prepack
? Wood recycling collection site
? Retail sales
Apopka, Florida
? Full line of bagged and bulk mulch products
? Wood recycling collection site
? Retail sales
Astatula, Florida (same as Company’s Corporate Headquarters)
? Full line of bagged and bulk mulch products
? 100 Acres of storage
? Wood recycling collection site
? Retail sales
? Central Florida Arborcare Reynoldsburg, Ohio
? Sales and administrative offices
Equipment:
The Company uses a variety of heavy equipment from Boom (Cranes), Pickup and Bucket Trucks to Grinders, Front-end and Skid Steer Loaders and Bagging and Coloring Machines in its operations. The majority of the equipment used by the Company (and its operating subsidiaries) is owned outright by the Company, but the Company does lease or pledge as collateral certain equipment. The leases and secured promissory notes for such equipment contain terms that are customary in the industry(ies) that the Company and its subsidiaries operate in for such equipment.
Company Insiders (Officers, Directors, and Control Persons)
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
13 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer’s securities, as well as any officer, and any director of the company, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section.
Name of Officer/Director or Control Person
Anthony J. Raynor Ralph Spencer
John Spencer
Brian Meier
Michael J. Mete
Total Officers, Directors and 5% Shareholders as a Group
Affiliation with Company (e.g. Officer/Director/O wner of more than 5%)
Chief Executive Officer (CEO), President and Director
Owner of > 5%
Owner of > 5%
Chief Operating Officer (COO)
Chief Financial Officer (CFO)
Residential Address (City / State Only)
Winter Garden, Florida
Jacksonville, Florida
Columbus, Ohio
Homerville, Georgia
Oakland, Florida
Number of Shares Owned
38,749,500
24,701,740
6,000,000
500
0
68,451,740
Share type/class
Common Common
Common
Common
NA
Common
Ownership
Percentage of
Class Note
Outstanding*
Issued in Connection 44.0% with Share/Equity
28.1%
6.8%
Exchange
Issued in Connection with Share/Equity Exchange
Issued in Connection with a Debt Conversion
0.0% Gift Recipient
0.0%
78.9%
8)
A.
*Presented as a percentage of 88,026,816 shares of the Company’s Common Stock outstanding as of April 2, 2022. Anthony “Tony” J. Raynor – Currently serves as the President, Chief Executive Officer and as a Director. Michael J. Mete, CPA – Currently serves as the Company’s Chief Financial Officer.
Brian Meier – Currently serves as the Company’s Chief Operating Officer.
Laura Anthony, Esq. – Currently serves as the Company’s Securities Counsel.
Legal/Disciplinary History
Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding
traffic violations and other minor offenses);
14 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
No
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
No
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
No
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
No
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
The Sustainable Green Team, LTD is currently involved in arbitration with Emerging Markets Consulting, LLC (“EMC”), a former service provider of the Company. On October 21, 2020, EMC initiated arbitration against the Company, alleging, among other things, breach of contract related to an agreement entered into between the Company (via NSR LLC) and EMC, in which the Company engaged EMC to provide it with consulting services related to the Company’s capital structure, investor relations strategies, and fundraising plans, including the filing of an S-1 registration statement at some point in the future, in exchange for equity compensation in the Company. EMC seeks relief against the Company in the form of the equity compensation pursuant to the agreement (2,000,000 shares of the Company’s Common Stock) and damages. The Company denies EMC’s allegations, and has also initiated counterclaims against EMC for breach of the agreement by EMC, in which it is seeking damages resulting from EMC’s breach of its duties under the agreement.
In addition, the Company named in its counterclaim to EMC’s claim another similar service provider, Rainmaker Group Consulting, LLC (“Rainmaker”), as a pre-emptive defense against any actions brought by Rainmaker against the Company. Rainmaker engaged by the Company in 2019 to provide similar consulting services as EMC was engaged to provide in exchange for the same compensation (2,000,000 shares of the Company’s Common Stock). The Company alleges that Rainmaker breached its agreement with the Company by not providing the services provided in the agreement between the Company and Rainmaker, and therefore Rainmaker is not entitled to any equity compensation by the Company. The Company has taken this action as a defensive measure against potential (in the Company’s opinion) frivolous lawsuits brought by Rainmaker against the Company. The Company is confident it will prevail in the ongoing arbitration described above being overseen by the American Arbitration Association.
On March 25, 2021, the Company filed a civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On April 1, 2021, the Company was granted an Emergency
15 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. On August 16, 2021, the Company settled this dispute and has released Ralph Spencer from the Emergency Temporary Injunction.
9) Third Party Providers
Please provide the name, address, telephone number and email address of each of the following outside providers: Securities Counsel
Name: Firm: Address 1: Address 2: Phone: Email:
Accountant or Auditor
Name: Firm: Address 1: Address 2: Phone: Email:
Investor Relations
Name: Firm: Address 1: Address 2: Phone: Email:
Other Service Providers
Laura Anthony, Esq.
Anthony L.G., PLLC
625 N. Flagler Drive, Ste., 600 West Palm Beach, FL 33401 (561) 514-0936 LAnthony@anthonypllc.com
Benjamin Borgers, CPA BF Borgers CPA, PC 5400 West Cedar Avenue Lakewood, CO 80226 (303) 953-1454 Ben@bfbcpa.us
Sherri Franklin
Investors Brand Network
8033 Sunset Blvd. Ste. 1037
Los Angeles, CA 90046
(310) 299-1717 Franklin@investorbrandnetwork.com
Provide the name of any other service provider(s) that that assisted, advised, prepared or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s) or consultant(s) or provided assistance or services to the issuer during the reporting period.
None.
Issuer Certification
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities). The certifications shall follow the format below:
Principal Executive Officer:
I, Anthony J. Raynor certify that:
10)
16 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
I have reviewed this quarterly report of The Sustainable Green Team, Ltd.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
May 16, 2022
/s/ Anthony J. Raynor
Anthony J. Raynor, CEO
Principal Financial Officer:
I, Michael J Mete certify that:
1. I have reviewed this quarterly report of The Sustainable Green Team, Ltd.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
May 16, 2022
/s/ Michael J Mete
Michael J Mete, CFO
1.
17 OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)
OTC Markets Group Inc.
News out!!
THE SUSTAINABLE GREEN TEAM, LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED APRIL 2, 2022
THE SUSTAINABLE GREEN TEAM LTD. AND SUBSIDIARIES FOR THE FISCAL QUARTER ENDED APRIL 2, 2022
TABLE OF CONTENTS
Condensed Unaudited Consolidated Balance Sheets
Condensed Unaudited Consolidated Statements of Operations
Condensed Unaudited Consolidated Statements of Changes in Stockholders’ Equity Condensed Unaudited Consolidated Statements of Cash Flows
Notes to Unaudited Condensed Consolidated Financial Statements
Page
3
4
5
6
7 - 21
Current Assets Cash
$
788,242 52 2,538,626 - 7,588,085 1,503,504 12,418,509
52,049,146
1,051,702 324,000 84,440 977,355 2,437,497
66,905,152
2,671,776 249,086 4,486,461 7,407,423
751,606 17,480,621 18,232,227 25,639,650
-
9,046 34,636,450 6,620,006 41,265,502
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
April 2, 2022
January 1, 2022
ASSETS
Short-term investments
Accounts receivable, net of allowance for doubtful accounts Receivables from Factor
$ 106,736 52 261,081 2,429,147 Inventories 7,081,140
Prepaid expenses and other current assets Total Current Assets
Property and equipment, net
Other Assets
Long-term investments Goodwill
Intangibles, net
ROU asset
Total Other Assets
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses Current portion of lease liability
Notes payable
Total Current Liabilities
Long-term Liabilities
Lease liabilities, net of current portion Notes payable, net of current portion
Total Long-term Liabilities Total Liabilities
Commitments and contingencies
Stockholders' Equity
Preferred Series A stock, $0.0001 par value, 5,000,000 shares authorized,
90 shares outstanding
Common stock, $0.0001 par value; 245,000,000 shares authorized;
88,026,816 and 90,460,425 shares issued and outstanding, respectively Additional paid-in capital
Retained earnings
Total Stockholders' Equity
$ $
1,750,859 11,629,015
55,501,114
1,024,417 324,000 81,800 912,474 2,342,691
69,472,820
2,369,979 234,029 7,311,207 9,915,215
699,944 17,878,496 18,578,440 28,493,655
-
8,803 35,151,652 5,818,710 40,979,165
$
$
Total Liabilities and Stockholders' Equity
$
The accompanying footnotes are an integral part of these condensed consolidated financial
$
statements. `
69,472,820
66,905,152
3
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended
April 2, 2022
10,329,448 9,207,057 1,122,391
1,275,406 5,640 1,281,046
(158,655)
(425,044) 598,300 16,923 66,605 256,784
98,129 21,968 76,161
0.00 0.00
88,334,047 93,974,051
April 3, 2021
Net Revenue Cost of revenue
Total gross profit
Operating expenses
Selling, general and administrative Depreciation and amortization
Total operating expenses Income (loss) from operations
Other income (expense) Interest expense, net
Bargain purchase gain Gain on sale of fixed assets Other, net
Total other expense
Income (loss) before provision for income taxes
Provision for income taxes Net Income (loss)
Net loss per common share - basic Net loss per common share - diluted
Weighted average shares outstanding - basic Weighted average shares outstanding - diluted
$
$
9,291,931 7,891,211 1,400,720
1,164,954 6,860 1,171,814
228,906
(249,788) - - (3,582) (253,370)
(24,464) 96,971 (121,435)
(0.00) (0.00)
89,440,108 89,440,108
$
$ $
$
$ $
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
4
Three Months Ended April 2, 2022: Balance at January 2, 2022
Stock subscriptions Stock redemptions Net income
Balance as of April 2, 2022
Three Months Ended April 3, 2021: Balance at January 1, 2021
Stock issued for 2020 debt inducement Stock issued for compensation
Net loss
Balance as of April 3, 2021
Preferred Stock
Additional Common Stock Paid-in Amount Capital
Retained Earnings
$ 6,620,006
(877,459) 76,161
$ 5,818,710
Retained Earnings
$ 3,957,946
(121,435) $ 3,836,511
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
Shares
Amount
Shares
90,460,425 1,466,667 (3,900,275)
88,026,817
Total
$ 41,265,502 1,100,000 (1,462,500) 76,161
$ 40,979,165
90
90
$
$
-
-
$
$
9,046 $ 34,636,450 147 1,099,853 (390) (584,651)
8,803 $ 35,151,652
Additional Paid-in Amount Capital
8,917 $ 6,825,996 30 62,970 3 28,797
8,950 $ 6,917,763
Preferred Stock Shares
Common Stock Amount Shares
Total
$ 10,792,859 63,000 28,800 (121,435)
$ 10,763,224
90
90
$
$
- 89,168,405 300,000 25,000
- 89,493,405
$
$
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
5
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Cash flows from operating activities:
Net Income (Loss)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts Depreciation and amortization Common stock issued as compensation Bargain purchase gain
Gain on sale of fixed assets
Changes in operating assets and liabilities:
$
76,161
- 904,137 - (598,300) (16,923)
$
Accounts receivable, net
Receivable from Factor
Inventory 506,945
Prepaid expenses and other current assets
Accounts payable and accrued expenses Net cash from (used in) operating activities
Cash flows from investing activities:
Purchases of property, and equipment & ROU assets Net short-term investment redemptions (purchases) Purchases of long-term investments
Proceeds from long-term investments Net cash from (used in) investing activities
Cash flows from financing activities: Principal payments on leases
Proceeds from notes payable
Payment on notes payable
Payment on notes payable, related parties Distributions
Net cash provided by (used in) financing activities Net increase (decrease) in cash
Cash - beginning of period
Cash - end of period
Supplemental cash flow information: Cash paid for:
Interest
Income taxes
Non-cash investing and financing activities:
Purchase of plant, property and equipment for notes payable Stock issued for accrued borrowing inducement
Property and equipment bargain purchase recognition
$
(247,355) (301,797) 171,266
(3,673,361) 2,299,713
17,771 2,193,489
(32,284)
(386,715) (398,193)
(817,192) (502,363) 506,287 3,924
418,663 -
1,340,000 -
598,300
$
$ $
$ $ $
Three Months Ended
April 2, 2022
April 3, 2021
(121,435)
(350) 834,591 28,800 - -
(4,121,843) - (3,820) 5,151 1,500,246 (1,878,660)
(123,995) 2,299,713
17,771 2,193,489
(32,284)
(386,715) (398,193)
(817,192) (502,363) 506,287 3,924
134,874 -
- 63,000
-
2,277,545 (2,429,147)
The accompanying footnotes are an integral part of these condensed consolidated financial statements.
6
$ $
$ $ $
THE SUSTAINABLE GREEN TEAM, LTD. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Corporate History
The Sustainable Green Team, Ltd., (f/k/a Sierra Gold Corp.) (the “Parent” or “SGTM”), a Delaware corporation, conducts business activities principally through its three wholly-owned subsidiaries: National Storm Recovery LLC (“NSR LLC”), a Delaware limited liability company, Mulch Manufacturing, Inc., an Ohio corporation (“MM”) and Sierra Gold Merger Corp. (“SGMC”), a Delaware corporation (collectively, the “Company”).
The Company was initially formed, under the name Alpha Diamond Corporation in the State of Nevada on January 22, 1997. It’s undergone multiple name changes over the years and a domicile change to Wyoming on February 15, 2011.
Effective April 18, 2019, Sierra Gold Corp., (“SGCP”), entered into an equity exchange agreement (the “Merger”), as amended on December 31, 2019 with NSR LLC, pursuant to which SGCP acquired all of the membership units of NSR LLC. Upon closing, NSR LLC became a wholly-owned subsidiary of SGCP.
On July 22, 2019, a Certificate of Amendment was filed with the State of Wyoming to change the name of the Company from “Sierra Gold Corporation” to “National Storm Recovery, Inc.” and to affect a 1 for 10,000 reverse stock split. At September 11, 2019, the Company’s trading symbol changed from “SGCP” to “NSRI”.
The stock split decreased the issued and outstanding shares of its common stock from 3,406,865,285 to 602,636 (after rounding up to a 100 share minimum) before SGCP issued 40,000,000 shares of its common stock to the members of NSR LLC as consideration for the equity interests exchange. As a result of the Merger, NSR LLC members acquired 99% of SGCP’s issued and outstanding shares of common stock and SGCP changed its principal focus to providing tree services, debris hauling and removal, biomass recycling, mulch manufacturing, packaging and sales.
The Merger was treated as a reverse recapitalization effected by an equity exchange for financial and reporting purposes since SGCP was deemed to be a shell corporation with nominal operations and no assets at the time of the merger. NSR LLC is considered the acquirer for accounting purposes, and the SGCP’s historical financial statements before the Merger have been replaced with the historical financial statements of NSR LLC before the Merger in future filings.
On December 31, 2019, the Company entered into a restructuring as a holding company pursuant to Delaware General Corporation Law (“DGCL”) §251(g) known as “the Delaware Holding Company Statute.” In order to affect this restructuring NSRI and NSR LLC company each changed domiciles to the State of Delaware by filing Certificates of Conversion. Immediately thereafter, NSRI incorporated SGTM as its wholly-owned subsidiary and SGTM formed Sierra Gold Merger Corp., a Delaware corporation (“SGMC”) as its wholly-owned subsidiary. Similarly, NSR LLC issued SGTM, 1,000 limited liability company Common Membership Units. Each of the four parties next executed an Agreement and Plan of Merger (the “Merger Agreement”) as well as a Certificate of Merger, the latter of which was filed with the Delaware Secretary of State Division of Corporations on December 31, 2019 (collectively, the “Reorganization”). Pursuant to the terms of the Reorganization, NSRI merged down into SGMC with SGMC surviving as the successor to the reorganization, with all of the assets and liabilities of NSRI merging into SGMC and the separate existence of NSRI ceasing. The shares of SGTM and Membership Interests of NSR LLC, held by NSRI were canceled in the reorganization as part of the restructuring and the shares of NSRI became exchangeable for shares of SGTM on a one for one basis making SGTM the parent to both SGMC and NSR LLC as well as making SGTM the publicly-traded successor to NSRI. After obtaining FINRA approval on July 21, 2020, the Company changed its trading symbol to SGTM.
Effective January 31, 2020, the Company entered into a Business Combination Agreement (the “Mulch Acquisition”) pursuant to which MM has become its wholly-owned subsidiary. Under the Mulch Acquisition, all issued and outstanding common stock in MM were converted into an aggregate of 40,000,000 shares of the Company’s common stock (See Note 5).
The Company closed on the acquisition of 100% of the membership interests in Day Dreamer Productions LLC (DDP) on December 30, 2021. DDP is in the business of producing informational and promotional videography (See Note 5).
The Company closed on the acquisition of the Beaver, Washington real estate property on March 18, 2022. The Beaver mill is expected to come online in 2024 (See Note 5).
7
Business Overview
The Company provides tree services, debris hauling and removal, biomass recycling, mulch manufacturing, packaging and sales. The Company’s objective is to provide a solution for the treatment and handling of tree debris that has historically been disposed of in landfills, creating an environmental burden and pressure on disposal sites around the nation. This objective is founded in sustainability, based on vertically integrated operations that begin with collecting of tree debris through its tree services and collection sites, through its processing services, and then recycling and using that tree debris as a feedstock that is manufactured into a variety of organic, attractive, next-generation mulch products that are packaged and sold to landscapers, installers, and garden centers. The Company plans to expand its operations through a combination of organic growth and strategic acquisitions of synergistic companies that are both accretive to earnings and enable the Company to be positioned for rapid growth. The Company operates in a highly seasonal industry generating most of its sales and profits in the first six months of the year.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements as of April 2, 2022 and January 1, 2022 and for the three months ended April 2, 2022 and April 3, 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended April 2, 2022 are not necessarily indicative of the results that may be expected for the entire year or for any subsequent interim period.
The Company has adopted the period end dates conforming to the industry standards used by MM, the Company’s largest operating subsidiary. These period end dates follow a 52/53 week fiscal year which ends on the Saturday nearest to December 31. There was 13 weeks in each of the three months ended April 2, 2022 and April 3, 2021.
These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited financial statements included in the Company’s Independent Audit for Years Ended January 1, 2022 and January 2, 2021 filed with the OTC Markets on March 15, 2022.
Principles of Consolidation
The unaudited condensed consolidated financial statements are presented on a comparative basis. The unaudited condensed consolidated balance sheets at April 2, 2022 and January 2, 2022 includes the accounts of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC.
The unaudited condensed consolidated statement of operations for the period ended April 2, 2022 includes the accounts of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC. For the period ended April 3, 2021 includes the accounts of SGTM, NRS LLC, MM, Rose, and SGMC.
The unaudited condensed consolidated statement of changes in stockholders’ equity for the three months ended April 2, 2022, includes the account balances of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC. The three months ended April 3, 2021, includes the account balances of SGTM, NRS LLC, MM, Rose, and SGMC.
The unaudited condensed consolidated statement of cash flows for the period ended April 2, 2022 includes the accounts of SGTM, NRS LLC, MM DDP LLC, and Rose. The three months ended April 3, 2021, includes the accounts of SGTM, NRS LLC, MM and Rose.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected.
Revenue
8
The Company’s revenues are derived from two major types of services to clients: landscape recovery services and the manufacturing and sale of landscape mulch. With respect to landscape recovery services, the Company provides tree services, debris hauling and removal and biomass recycling.
The Company recognizes revenue when its performance obligations are satisfied. With respect to landscape recovery services, its performance obligation is satisfied upon the completion of the landscape services for its customers. With respect to the manufacturing and selling of landscape mulch, its performance obligation is satisfied upon delivery to its customers. Services are provided for cash or on credit terms. These credit terms, which are established in accordance with local and industry practices, require payment generally within 30 days of performance or end of season for qualifying orders. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, the aging of accounts receivable and its analysis of customer data.
Disaggregated Revenues
Revenue consists of the following by service and product offering for the three months ended April 2, 2022 and April 3, 2021:
Landscaping Recovery Services Manufacturing and Sales of Mulch
Total
Three Months Ended
April 2, 2022 April 3, 2021
$ 936,474 $ 700,313 9,392,974 8,591,618 $ 10,329,448 $ 9,291,931
Cash
The Company considers all highly liquid short-term instruments that are purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of April 2, 2022 and April 3, 2021.
Account Receivable
The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of April 2, 2022 and January 1, 2022, the Company’s allowance for doubtful accounts was $60,000.
Receivable from Factor
As of April 2, 2022, there are $2,429,147 receivables from factor on the Company’s condensed consolidated balance sheet.
Inventories
Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method using full absorption costing for manufactured goods.
Property and Equipment
Property and equipment are recorded at cost. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.
Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Machinery and equipment is generally depreciated over 7 years. Vehicles are generally depreciated over 5 years.
Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, its cost and accumulated depreciation is removed from the accounts and the resulting gain or loss, if any, is reflected in operations.
The Company has entered into a Receivables Facility on March 2, 2022. Under the Receivables Facility, we may sell a portfolio of available and eligible outstanding customer accounts receivable to the purchasers. The eligible accounts receivable consists of accounts receivable generated by sales to certain customers. The eligible amount of customer accounts receivables which may be sold under the Receivables Facility is $5,000,000. The Receivables Facility expires on July 2, 2023.
9
Impairment of Long-Lived Assets and Right of Use Asset
Intangible Assets
The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. Finite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. During the three months ended April 2, 2022 and April 3, 2021, the Company did not record a loss on impairment.
Goodwill
Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. No impairment of goodwill was recorded by the Company for the three months ended April 2, 2022 and April 3, 2021.
Advertising and Marketing Costs
The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were approximately $73,000 and $73,000 for the three months ended April 2, 2022 and April 3, 2021, respectively, and are recorded in selling, general and administrative expenses on the statement of operations.
Fair Value Measurements
ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
The Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of April 2, 2022 and January 1, 2022, consisted of the following:
The Company reviews long-lived assets, including finite-lived intangible assets and right of use (“ROU”) lease assets, for
impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on
discounted cash flows or appraised values, depending on the nature of the assets.
Investment in mutual funds
$
(Level 2)
- $
-
Total fair value at April 2, 2022
$ 52
Quoted prices in active markets for identical Assets (Level 1) $ 52
Quoted prices in active markets
for identical
Significant other Observable inputs
Significant other Unobservable inputs (Level 3)
Total fair value at
Significant other Observable inputs
Significant other Unobservable inputs
10
January 1, 2022 Assets (Level 1) (Level 2)
Investment in mutual funds $ 52 $ 52 $
Net Income (Loss) per Common Share
Basic net income (loss) per common share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive.
Three Months Ended
- $
(Level 3)
-
Numerator for basic and diluted earnings (loss) per share:
Net income (loss) $
Denominator for basic earnings (loss) per share – weighted average shares outstanding
Stock warrants
Denominator for diluted earnings (loss) per share –
weighted average and assumed conversion Net income (loss) per share:
Basic net income (loss) per share Diluted net income (loss) per share
Income Taxes
April 3, 2021
$ (121,435)
89,014,501
5,640,004 -
April 2, 2022
76,161
89,440,108
$ $
94,654,505
0.00 0.00
89,440,108
$ (0.00) $ (0.00)
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely- than-not” that a deferred tax asset will not be realized. For tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit in the consolidated financial statements.
For the three months ended April 2, 2022 and April 3, 2021, the Company recognized approximately $22,000 and $97.000 tax expense, respectively. These tax provisions were based on a 27% effective rate for federal and state income taxes after accounting for permanent differences between book and taxable income.
The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, simplifying the Accounting for Income Taxes (Topic 740) as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. This guidance is effective for interim and annual reporting periods beginning within 2021.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the
11
income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard was effective for the Company’s interim and annual periods beginning January 1, 2019 and was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of ASU 2016 - 02 had a material impact on the Company’s consolidated financial statements and related disclosures.
NOTE 3 – INVENTORIES
Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method. The Company’s inventories are comprised of the following for the periods ended April 2, 2022 and January 1, 2022:
April 2, 2022 3,498,795
January 1, 2022
$ $
April 2, 2022
Machinery and equipment $
Vehicles 4,405,512 Land 7,633,048 Buildings 6,234,718
$ $
4,453,785 1,155,439 1,978,861
7,588,085
Raw Materials Work in process Finished goods
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
1,329,660 2,252,685 7,081,140
Leasehold improvements Construction in process
Less: accumulated depreciation Property and equipment, net
$
283,268 22,524,747 62,373,757 (6,872,643) 55,501,114
21,292,464
$
$
January 1, 2022
20,777,465 4,383,043 6,807,573 6,234,718
283,268 19,599,106 58,085,173 (6,036,027) 52,049,146
Total depreciation expense between cost of revenue and operating expenses for the three months ended April 2, 2022 and April 3, 2021 was $836,616 and $800,616, respectively.
NOTE 5 – ACQUISITIONS
Mulch Manufacturing, Inc. Acquisition
On January 31, 2020, the Company entered into a Business Combination Agreement (the “Mulch Acquisition”) with MM and its sole shareholder, Ralph Spencer (“Spencer”) (collectively the “MM Parties”), pursuant to which the Company acquired all of the shares of MM. Upon closing, MM became a wholly-owned subsidiary of SGTM.
Pursuant to the Mulch Acquisition, at the effective time of the acquisition:
• All of MM’s outstanding common stock was exchanged for an aggregate of 40,000,000 shares of SGTM’s common stock.
• One million shares previously issued to the MM shareholder in connection with the sale of equipment by MM to NSR LLC in November 2019 were cancelled.
12
• There were specific excluded assets that were retained by Spencer and treated as transferred to Spencer prior to the acquisition consisting of cash, real estate, and certain vehicles and equipment. Spencer agreed to allow the Company to use some of the real estate rent-free until January 31, 2022, at which time the Company has the option of either leasing or purchasing it at the fair market value (see Note 11).
• All of the existing MM notes, notes, accounts receivable, and inventory at the date of the Mulch Acquisition are included in the acquisition and the Company has immediate possession of them by its ownership of MM. However, the 40 million shares of the Company’s common stock that was issued as consideration was based on these assets being removed from MM prior to the acquisition. The value of these assets are valued separately from the share exchange and that certain demand promissory note payable to Spencer in the amount of approximately $14 million was adjusted to reflect the value of the inventory, accounts receivable, and any other sums lent by Spencer to MM.
The Company accounted for these transactions in accordance with the acquisition method of accounting for business combinations. An independent appraisal, made in February 2020, determined the fair market value of MM’s property and equipment to be $17,228,295. Assets and liabilities of the acquired business were included in the unaudited condensed consolidated balance sheets as of April 2, 2022 and January 1, 2022, based on their respective estimated fair values on the date of acquisition. Based on a closing market price of $0.15 per share on the January 31, 2020, business combination date, the assumption of net liabilities plus a bargain purchase recognition and asset write-up, the Company is recognizing the allocation to the accounts of MM as follows:
Appraised fair market value of property and equipment
Less: Net book value of just MM's property and equipment on January 31, 2020
Excess of fair market over net book value of MM property and equipment
$
17,228,295 1,883,657
15,344,638
Value of common stock issued for MM
Net book value of MM on January 31, 2020: Property and equipment
Investments
Prepaid expenses and other assets
Supply agreement
Accounts payable and accrued expenses
Notes payable
$ 6,000,000
Net book value (assumed) of MM on January 31, 2020
Total purchase price, including assumed net liabilities, of MM
Excess of fair value over net book value plus
purchase price of MM property and equipment (bargain purchase gain)
Purchase price of MM
Bargain purchase gain and property and equipment write-up Net book value of MM on January 31, 2020
Total to be allocated
Allocation of MM purchase price and bargain purchase gain: Property and equipment
Investments
Prepaid expenses and other assets
Supply agreement
Accounts payable and accrued expenses
(1,856,052)
$
1,883,657 830,000 192,361 453,750
(1,215,820) (4,000,000)
$ $ $ $
7,856,052 7,488,586
7,856,052
7,488,586 (1,856,052) 13,488,586
17,228,295 830,000 192,361 453,750
(1,215,820)
13
Notes payable (4,000,000) $ 13,488,586
Day Dreamer Productions LLC Acquisition
The Company entered into an agreement to acquire 100% of the membership interest of Day Dreamer Productions, LLC around January 18, 2021, in exchange for 200,000 shares of the Company’s stock. This transaction was closed on December 30, 2021, when the Company issued the shares to its sole member. This member was also retained as an employee with responsibility for managing the activities of Day Dreamer Productions, LLC.
Beaver, Washington Real Estate Acquisition
On March 18, 2022, the Company acquired the Beaver, Washington real estate property for $1,025,475, of which, $200,000 was previously put down as deposits, and $825,475 was paid at closing. The acquisition of the Beaver, Washington sawmill was closed in December 2021. We expect to begin producing pine bark and marketable lumber at the Beaver mill in 2024.
NOTE 6 – INTANGIBLE ASSETS
The below table summarizes the identifiable intangible assets as of April 2, 2022 and January 1, 2022:
Useful April 2, 2022 January 1, 2022 life
Supply contract (1) Less:
Total
(1)
Accumulated amortization Impairment
10 $
453,750 $ (54,450)
(317,500)
81,800 $
453,750 (51,810) (317,500) 84,440
$
These intangible assets were acquired in the acquisition of MM on January 31, 2020.
The weighted average useful life remaining on identifiable intangible assets is 7.75 years.
Amortization of identifiable intangible assets for the three months ended April 2, 2022 and April 3, 2021 was $2,640 and
$1,760, respectively.
The below table summarizes the future amortization expense for the next five years:
2022 $ 2023
2024
2025
2026 Thereafter
$
7,920 10,560 10,560 10,560 10,560 31,640 81,800
NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following amounts:
Accounts payable Accrued interest Accrued expenses
$ $
April 2, 2022
1,956,104 $ 25,104
388,771 2,369,979 $
January 1, 2022
2,350,056 8,076 313,644 2,671,776
NOTE 8 –NOTES PAYABLE
14
Apr 2, 2022
Jan 1, 2022
Seller note payable bearing interest at 6.0%, monthly payments of principal and interest of $76,300 beginning October 2021 with a $9,819,606 balloon due September 2024, secured by mortgaged real estate
Various third-party obligations secured by assets the Company
acquired subject to this indebtedness to various third-party creditors, bearing interest at a 5% average rate. Monthly payments of $122,881 principal and interest beginning January 2022 through December 2024
Unsecured note payable to seller on bulk equipment purchase, bearing 4.0% interest. First $300,000 payment of principal and interest due March 2022, $200,000 payments of principal and interest due quarterly thereafter until paid in full
Note payable to a bank, secured by equipment, bearing interest at 2.95%. Monthly payments of principal and interest in the amount of $28,698 beginning January 2021 and due through December 2025
Unsecured note payable to a financial institution under the SBA Paycheck Protection Program for MM bearing interest at 1.0%. Monthly payments of principal and interest in the amount of $82,061 beginning August 2022 are due through April 2023.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $8,750 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $8,316 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $7,034 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $7,392 due February 2021 through January 2026.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,230 due December 2020 through November 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due November 2020 through October 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due October 2020 through September 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,341 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due August 2020 through July 2025.
$
10,509,960
4,067,282 1,114,000 1,221,108
1,236,080 327,412 311,206 335,653 329,033 213,879 208,226 203,710 199,879 199,179
$
10,580,504
4,100,000 1,400,000 1,297,817
1,236,080 342,680 325,718 347,452 334,000 222,887 217,213 212,727 209,200 208,226
15
Note payable to the individual seller of the landscaping and recovery services business to NSR LLC bearing interest at 5%. Monthly payments of $5,000 are due through October 2023 with a $100,000 balloon due November 2023
Non-interest bearing note payable to an equipment financing company with monthly principal payments of $5,842 due December 2021 through November 2023
Non-interest bearing note payable to an equipment financing company with monthly principal payments of $16,460 due May 2021 through April 2022.
Note payable to an equipment financing company bearing interest
at 0.00%. Monthly payments of principal of $6,993 beginning November 2020 are due through October 2022
Note payable to an equipment financing company bearing interest
at 9%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $3,933 to $3,993 and extended three months through December 2023
Note payable to an equipment financing company bearing interest at 5.94%. Monthly payments of principal and interest of $1,174 beginning January 2022 through March 2028
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $2,410 to $2,452 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 9%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $1,861 to $1,890 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $1,808 to $1,840 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 11%. Due to five month COVID-19 payment suspension, monthly payments of principal and interest of $1,692 due from August through July 2023 with a $10,152 balloon payment in August 2023
Note payable to an equipment financing company bearing interest
at 12%. Due to five month COVID-19 payment suspension, monthly payments of principal and interest of $1,749 due from August 2020 through June 2023 with a $10,496 balloon payment in July 2023
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $977 due through August 2024
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $932 due through September 2024
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $766 due through August 2024
Note payable to an equipment financing company bearing interest 16
183,174 195,779 122,671 134,353 32,919 65,838
55,943 69,928
77,478 87,611 70,119 73,217
48,044 54,397
36,671 41,466
36,007 40,764
32,346 36,446
33,086 37,220 25,685 28,071 24,547 27,581 20,476 22,395
at 8%. Due to three month COVID-19 payment suspension, monthly payments of
principal and interest increased from $751 to $765 and extended three months
through January 2024 15,565
Note payable to an equipment financing company bearing interest
at 10.64%. Monthly payments of principal and interest of $1,060 due through
February 2027 48,365
Note payable to an individual bearing interest at 12%. Monthly payments of interest
of $5,000 starting on March 17, 2022 and due through February 2023. The principal
is due no later than February 17, 2023, with no penalty for prepayment 500,000
Note payable to a financing company bearing interest
at 25.0%. Weekly payments of principal and interest of $54,348 due through
March 2023 2,010,000
Note payable to an equipment financing company bearing interest
at 11.45%. Monthly payments of principal and interest of $18,121 due through
March 2027 825,000
17,512 -0-
-0- -0- -0- -0-
21,967,082 4,486,461 $ 17,480,621
Note payable to an equipment financing company bearing interest
at 11.45%. Monthly payments of principal and interest of $11,312 due through March 2027
515,000 25,189,703 7,311,207 $ 17,878,496
Total notes payable to unrelated parties
Short-term portion of notes payable
Long-term portion of notes payable
The schedule of future maturities on the above notes are as follows:
Year 2022 2023 2024 2025 2026 2027
$
Amount 5,565,138 5,065,953
& after
12,924,481 1,116,033 372,493 145,605 $ 25,189,703
The above notes include three Paycheck Protection Program (PPP) loans between MM and NSR LLC totaling $2,849,208, of which the $1,458,200 and $154,928 loans were forgiven during the year ended January 1, 2022. Under the PPP, to the extent the Company uses the loan proceeds on qualifying disbursements, these loans may be forgiven. Although the Company believes that the majority of the proceeds under the remaining loan of $1,236,080 has been spent on qualifying expenditures, it has not recorded any gain on forgiveness of this indebtedness for the period ended April 2, 2022
Related Party
On the January 31, 2020, date of the Mulch Acquisition, there was a balance on a note payable to MM’s sole shareholder in the amount of $14,223,046. This note was adjusted for the receivables and inventory of MM that was excluded from the share exchange resulting in a restated and amended $15,402,355 promissory note bearing 4% interest. Also on January 31, 2020, this shareholder placed a $6,240,670 deposit with the Company. To the extent the Company consumed this cash deposit for operations, this shareholder was paid 4% interest. In August 2021 the outstanding balance on these two obligations plus accrued interest as of January 2, 2021, totaled $17,484,728, which was contributed to the capital of the Company. Interest accrued on these obligations for 2021 was credited against interest expense. Accordingly, the balance on the shareholder deposit as of April 2, 2022 and January 1, 2022 was $-0- and $-0-, respectively. The balance on the restated and amended promissory note was $-0- and $-0- as of April 2, 2022 and January 1, 2022, respectively.
17
In January 2019, MM issued a promissory note to an employee in the amount of $6,000,000, $2,000,000 of which was paid during the year ended December 28, 2019. The note bore interest at 3% per annum payable quarterly, required semi-annual principal payments of $300,000 starting on June 1, 2021 and had no maturity date. As part of the Mulch Acquisition, this note was assumed by the Company. In August 2021, the holder of this note exchanged his, at that time, $3,700,000 balance in the note for 6,000,000 Company shares. As of April 2, 2022 and January 1, 2022, the balance on this note was $-0- and $-0-, respectively.
Total interest expense (credit) on the above related party notes and deposit was approximately $-0- and $188,000 for the three months ended April 2, 2022 and April 3, 2021, respectively.
NOTE 9 - STOCKHOLDERS’ EQUITY
Preferred Stock
On December 31, 2019, the Company’s Board of Directors adopted articles of incorporation in the state of Delaware authorizing, without further vote or action by the stockholders, to create out of the unissued shares of the Company’s common stock, $0.0001 par value Preferred Stock. The Board of Directors is authorized to establish, from the authorized and unissued shares of Preferred Stock, one or more classes or series of shares, to designate each such class and series, and fix the rights and preferences of each such class of Preferred Stock; which class or series shall have such voting powers, such preferences, relative, participating, optional or other special rights, and such qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The articles of incorporation and designation authorizes the issuance of 5,000,000 shares of Preferred Stock, of which 100 shares have been designated as Series A Preferred Stock, of which 90 of Series A are issued and outstanding as of October 2, 2021. Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter, with each share casting a vote equal to: the quotient of the sum of all outstanding shares of common stock together with any and all other securities of the Company that provide for voting on an “as converted” basis divided by 0.99.
Equity Transactions During the Period
The following issuances of common stock affected the Company’s Stockholders’ Equity:
On January 13, 2021, the Company issued 300,000 shares in satisfaction of a 2020 accrual for debt financing cost.
On March 5, 2021, the Company issued 25,000 shares to an employee as compensation.
On August 16, 2021, the Company recognized a $17,484,728 capital contribution from the extinguishment of debt.
On August 25, 2021, the Company issued 6,000,000 shares in exchange for a $3,400,000 note.
On October 4, 2021, the Company issued 125,000 shares for consulting service compensation.
Between October 15, and December 15, 2021, the Company redeemed 11,397,984 shares pursuant to a stock repurchase agreement (see Note 11).
Between October and December 15, 2021, the Company issued 5,640,004 shares pursuant to subscription agreements at a price of $0.75 per share. These agreements provided for piggyback registration rights on a potential future registration of Company stock. The agreements also provided stock warrants equal to the number of subscribed shares. These warrants can be exercised at a price of $1.50 per share and expire after one year. No allocation of proceeds was made to the warrants since the subscribed shares of common stock were issued at a price below that of the publicly traded shares.
On December 30, 2021, the Company issued 200,000 shares pursuant to an agreement to acquire 100% of the membership interest in Day Dreamer Production, LLC.
On December 31, 2021, the Company issued 400,000 shares to acquire equipment in Beaver, WA.
On January 16, 2022, we issued 266,667 shares of Common Stock based on a subscription price of $0.75 per share with an aggregate value of $200,000. These shares were issued in reliance on Section 4(a)(2) of the Securities Act.
On January 20, 2022, we issued 200,000 shares of Common Stock based on a subscription price of $0.75 per share with an aggregate value of $150,000. These shares were issued in reliance on Section 4(a)(2) of the Securities Act
18
On March 23, 2022, we issued 1,000,000 shares of Common Stock based on a subscription price of $0.75 per share with an aggregate value of $750,000. These shares were issued in reliance on Section 4(a)(2) of the Securities Act.
NOTE 10 – LEASES
A lease is defined as a contract that conveys the right to control the use of identified tangible property for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating and finance lease agreements in which the Company is the lessee including Company leases of vehicles and equipment for use in the storm and disaster recovery work. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets.
ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest plus: for finance type leases, straight-line amortization of the asset’s original ROU over its lease term; or, for operating leases, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
When measuring lease liabilities for leases that were classified as operating and financing leases as of January 1, 2019, NSR LLC discounted lease payments using its estimated incremental borrowing rate of 10% at January 1, 2019. Since April 1, 2020, MM has entered into operating leases using its incremental borrowing rate of 4% to discount lease payments.
The following table presents supplemental lease information:
Lease cost Finance lease cost
Three Months Ended
April 2, 2022
April 3, 2021
$ 17,792 5,506 38,293 _111,801 $173,392
$ 23,366 $ 38,293
2.6 years 1.8 years
10.0% 4.5%
April 2, 2022
801,752 $ 110,722 912,474 $
Amortization on ROU assets $ 17,792
Interest on lease liabilities 3,635 Operating lease cost 69,598 Short-term lease cost 44,220 Total lease cost $135,245
Cash paid for amounts included in the measurement of lease liabilities for:
Finance leases:
Financing cash flows $ 23,366
Operating leases:
Operating cash flows $ 46,932
Weighted-average remaining lease term:
Finance leases 1.6 years Operating leases 4.1 years
Weighted-average discount rate:
Finance leases 10.0%
Operating leases
Supplemental balance sheet information related to leases is as follows:
4.3%
Assets:
Operating lease assets Finance lease assets Total leased assets
Liabilities:
Financial Statement Line Item
ROU asset
$ $
Jan 1, 2022
848,840 128,515 977,355
19
Current:
Operating lease assets Finance lease assets
Non-current
Operating lease assets Finance lease assets
$
176,976 57,053 234,029
624,776 75,168 699,944 933,973
$
$
183,874 65,312 249,186
664,966 86,639 751,605 1,000,791
Total lease liabilities
$
Finance 53,727
Current portion of lease liability
Lease liabilities, net of current portion
As of April 2, 2022, remaining maturities of lease liabilities were as follows:
2022
2023
2024
2025
2026
2027
Total
Amount representing interest Lease liability
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Legal Claims
$
$
$ $
Operating 160,502
168,570 139,469 107,969 106,553 220,235 903,298
(101,546) 801,752
and thereafter
54,172 40,629 - - - $ 148,528 (16,308) $ 132,220
The Sustainable Green Team, LTD is currently involved in arbitration with Emerging Markets Consulting, LLC (“EMC”), a former service provider of the Company. On October 21, 2020, EMC initiated arbitration against the Company, alleging, among other things, breach of contract related to an agreement entered into between the Company (via NSR LLC) and EMC, in which the Company engaged EMC to provide it with consulting services related to the Company’s capital structure, investor relations strategies, and fundraising plans, including the filing of an S-1 registration statement at some point in the future, in exchange for equity compensation in the Company. EMC seeks relief against the Company in the form of the equity compensation pursuant to the agreement (2,000,000 shares of the Company’s Common Stock) and damages. The Company denies EMC’s allegations, and has also initiated counterclaims against EMC for breach of the agreement by EMC, in which it is seeking damages resulting from EMC’s breach of its duties under the agreement.
In addition, the Company named in its counterclaim to EMC’s claim another similar service provider, Rainmaker Group Consulting, LLC (“Rainmaker”), as a pre-emptive defense against any actions brought by Rainmaker against the Company. Rainmaker engaged by the Company in 2019 to provide similar consulting services as EMC was engaged to provide in exchange for the same compensation (2,000,000 shares of the Company’s Common Stock). The Company alleges that Rainmaker breached its agreement with the Company by not providing the services provided in the agreement between the Company and Rainmaker, and therefore Rainmaker is not entitled to any equity compensation by the Company. The Company has taken this action as a defensive measure against potential (in the Company’s opinion) frivolous lawsuits brought by Rainmaker against the Company.
The Company is confident it will prevail in the ongoing arbitration described above being overseen by the American Arbitration Association.
On March 25, 2021, the Company filed a civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On April 1, 2021, the Company was granted an Emergency Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. On August 16, 2021, the Company settled this dispute and has released Ralph Spencer from the Emergency Temporary Injunction.
Stock Redemptions
20
The Company is committed to buying back 40,000,000 shares of its common stock over 24 months beginning in October, 2021, at a price of $0.375 per share.
NOTE 12 – CONCENTRATION OF CREDIT RISK
Cash Deposits
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of April 2, 2022, the Company did not have any deposit amounts in excess of the FDIC insured limit.
Revenues
For the three months ending April 2, 2022 and April 3, 2021, one customer accounted for 19% and 25% of revenue, respectively.
Accounts Receivable
As of April 2, 2022, one customer accounted for 28% of the Company’s accounts receivable. As of January 1, 2022, one customer accounted for 24% of the accounts receivable.
NOTE 13 – SUBSEQUENT EVENTS
There are no material subsequent events.
21
No news since November 2021. That’s what I miss.
What happed to the share price today? Did I miss something?
SGTM purchase equipment to be distributed to 3 locations. You need to watch this video showing you how the equipment is taken apart for transport. It's so impressive and takes true talent. Way to go SGTM!!
Watch Video:
"There Is No Quit In This" by SGTM. You need to check out this video on the SGTM Youtube Channel. When you're on a mission in a business or personal life, quitting isn't an option. You have to keep going! Check it out:
Check out what SGTM is up to, watch this...
Financials don't really reflect all the youtube hype about massive expansion and growth.
Garrox, any good news here?
Financials are out for 2021 year.
1)
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
THE SUSTAINABLE GREEN TEAM, LTD
A Delaware corporation
24-200 County Road Astatula, FL 34705
Telephone: (407) 886-8733
Corporate Website: www.thesustainablegreenteam.com Corporation Email: info@nationalarborcare.com
SIC:0783
Annual Report
For the Fiscal Year Ending: January 1, 2022 (the “Reporting Period”)
As of January 1, 2022, the number of shares outstanding of our Common Stock was 90,460,425.
As of the prior reporting quarter ended October 2, 2021, the number of shares outstanding of our Common Stock was 95,493,405.
As of the prior reporting fiscal year ended January 2, 2021, the number of shares outstanding of our Common Stock was 89,168,405.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: No:
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: No:
Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:
Yes: No:
Name and address(es) of the issuer and its predecessors (if any).
The immediate predecessor of The Sustainable Green Team, Ltd., a Delaware corporation (the “Company”, “we”, “us”, “our”, or “SGTM”) was National Storm Recovery, Inc. (“NSRI”), a Wyoming corporation, which held all of the membership interests in National Storm Recovery, LLC (“NSR LLC”), a Florida limited liability company. The management team of NSRI determined that it was in the best interest of the Company and its shareholders to change domiciles for both NSRI and NSR LLC to the State of Delaware for the purpose of reorganizing the Company and its operations into a holding company structure, pursuant to Delaware General Corporation Law (“DGCL”) §251(g). In December 2019, NSRI and NSR LLC were re-domiciled to the State of Delaware. After the domicile changes, NSRI incorporated SGTM as a wholly owned subsidiary and NSR LLC issued membership interests to SGTM. SGTM then incorporated Sierra Gold Merger Corp. (“SGMC”) as its wholly owned subsidiary. With each of the new corporations formed, NSRI merged down into SGMC, with SGMC surviving as a wholly owned subsidiary of SGTM. The assets and liabilities of NSRI were succeeded to by SGMC. As part of the merger agreement, the issued and outstanding shares of NSRI were exchangeable into shares of SGTM on a one for one basis. Similarly, the equity securities held by NSRI in SGTM and NSR LLC were canceled under the terms of the merger agreement leaving SGTM as the sole shareholder and member of SGMC and
NSR LLC, respectively. The Company obtained Financial Industry Regulatory Authority (“FINRA”) approval and published a press release announcing the forgoing and allowing the Company to trade under the name “The Sustainable Green Team, Inc.” and new trading symbol, SGTM.
Currently, the Company is incorporated and in good standing in the State of Delaware under the name The Sustainable Green Team, Ltd., the Company’s original predecessor was incorporated in the State of Nevada on January 22, 1997 under the name Alpha Diamond Corporation. The Company changed its name to African Resources on June 28, 1998, to Viking Exploration, Inc. on April 9, 1999 and then to Sierra Gold Corporation on July 12, 2006. Then on February 15, 2011, Sierra Gold Corporation changed its domicile to the State of Wyoming by filing Articles of Continuance with the Wyoming Secretary of State. On July 22, 2019 the Company changed its name to National Storm Recovery, Inc. by filing a Certificate of Amendment with the Wyoming Secretary of State’s office. The Company then notified the Financial Industry Regulatory Authority (“FINRA”) of its name change, as well as the resolution it had passed to affect a 1:10,000 reverse stock split and, as part of its name change, effected a voluntary change in its trading symbol, all of which were approved for announcement by FINRA on or about August 22, 2019. Finally, the Company changed domiciles to the State of Delaware by filing a Certificate of Conversion and Certificate of Incorporation with the Delaware Division of Corporations, Secretary of State’s office on December 30, 2019 as part of its plan to reorganize into a holding company pursuant to DGCL§251(g). The Company has now changed its name to The Sustainable Green Team, Ltd. and trading symbol to SGTM after obtaining FINRA approval on July 21, 2020.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: None.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
In November 2021, the Board of Directors of the company and its shareholders approved a reverse stock split of its common stock with a potential range of 2 to 10, at the discretion of the Board of Directors (the “Reverse Split”). The Board of Directors has the authority to implement the Reverse Split within the approved range as necessary to meet the listing requirements for Nasdaq. As of today, no action has been taken by the Board of Directors to implement such reverse split.
The address(es) of the issuer’s principal executive office: 24-200 County Road, Astatula, FL 34705 The address(es) of the issuer’s principal place of business:
Check box if principal executive office and principal place of business are the same address: ?
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ? No: ?
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
2)
N/A
Security Information
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
SGTM Common Stock 86934B $0.0001
Total shares authorized: Total shares outstanding:
Number of shares in the Public Float1: Total number of shareholders of record:
245,000,000 as of date: January 1, 2022 90,460,425 as of date: January 1, 2022
626,836 as of date: January 1, 2022 168 as of date: January 1, 2022
All additional class(es) of publicly traded securities (if any):
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized:
Total shares outstanding:
Transfer Agent
as of date: as of date:
Name: Phone: Email: Address:
Pacific Stock Transfer Company (702) 361 - 3033
Joslyn@pacificstocktransfer.com
6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119
Is the Transfer Agent registered under the Exchange Act?2 Yes: ? No: ? 3) Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ?
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date: December 31, 2019 Common: 43,752,636
1 “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Date of Transaction
Transacti on type (e.g. new issuance , cancellat ion, shares returned to treasury)
New
New
Cancellation
New
New
New
New
New
New
New
New
New
Cancellation
New
Number of Shares Issued (or cancelled )
Class of Securitie s
Value of shares issued ($/per share) at Issuanc e
$0.15
$0.33
$0.80
$0.24
$0.35
$0.40
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
No
Yes
Yes
No
Yes
Individu al/ Entity Shares were issued to (entities must have individu al with voting / investm ent control disclose d).
Ralph Spencer
Thistle Investments LLC, Jodi Stevens3
Ralph Spencer
Tony Eveland
GHS
Investments connection
Reason for share issuance (e.g. for cash or debt conversi on)
-OR- Nature of Services Provided
Exchange
In connectio n with Sierra Exchange
Exchange
Subscripti on
Restricted or Unrestrict ed as of this filing.
Exemption or Registration Type.
1/31/2020
2/26/2020
4/1/2020
4/9/2020
5/14/2020
5/20/2020 5/20/2020
6/12/2020
1/13/2021
3/5/2021 8/26/2021
10/4/21
10/15/21 10/22/21
40,000,000 1
4,000,000 2,
(1,000,000)1,4
1,000,000
5 25,000
250,000
Common Stock
Common Stock
Common Stock
Common Stock
Commo n Stock
Common Stock
In
Restricted
Restricted
Restricted
Restricted
Restricted
Restricted Restricted
Restricted
Restricted
Restricted Restricted
Restricted
Restricted Restricted
4(a)2
4(a)2
4(a)2
4(a)2
4(a)2
4(a)2 4(a)2
4(a)2
4(a)2
4(a)2 4(a)2
4(a)2
4(a)2 4(a)2
Common
786,045 Stock $0.40
Common
354,724 Stock $0.58
LLC, Sarfraz Hajee6
Tony Eveland
Tony & Dana Eveland
Kent Hamill & Cathy Hamill
Kent Hamill & Cathy Hamill
John Schultz
John Spencer
with Sierra Exchange
Subscriptio n
Debt conversion
Debt conversion
Prior Year Loan Incentive
Compensation
Debt conversion
300,000
25,000
6,000,000
125,000
(8,797,800)
300,000
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
$1.06
$1.15 $0.62
$0.75
$0.15 $0.75
First Apex
Internationa Compensation
l Inc7
Ralph Spencer
Charles & Lisa Roberts
Exchange
Subscription
10/22/21 New 1,000,000
10/22/21 New 133,333
11/15/21 Cancellation (1,300,092)
11/29/21 New 800,000
11/29/21 New 66,667
11/29/21 New 2,000,000
11/29/21 New 100,000
11/29/21 New 66,667
11/29/21 New 106,670
11/29/21 New 66,667
12/2/21 New 1,000,000
12/15/21 Cancellation (1,300,092)
12/30/21 New 200,000
12/31/21 New 400,000
1/13/22 New 266,667
1/15/22 Cancellation (1,300,092)
1/19/22 New 200,000
2/15/22 Cancellation (1,300,092)
3/3/22 New 1,000,000
3/15/22 Cancellation (1,300,092)
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
$0.75 Yes
$0.75 Yes
$0.15 Yes
$0.75 Yes
$0.75 Yes
$0.75 Yes
$0.75 Yes
$0.75 Yes
$0.75 Yes
$0.75 Yes
$0.75 Yes
$0.15 Yes
$1.12 Yes
$9.24 Yes
$0.75 Yes
$0.15 Yes
$0.75 Yes
$0.15 Yes
$0.75 Yes
$0.15 Yes
Leslie Schultz
Todd Hoepker Revocable Trust8
Ralph Spencer
Charles & Lisa Roberts
Christopher Lahiji
Leslie Schultz
Philip Simeone
Quick Capital, LLC9
Ryan Nilsen
Ryan Polk
Leslie Schultz
Ralph Spencer
Victor Spangler
Charles Lepinski
Todd Hoepker Revocable Trust8
Ralph Spencer
Charles & Lisa Roberts
Ralph Spencer
Leslie Schultz
Ralph Spencer
Subscription
Subscription
Exchange
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Subscription
Exchange
Exchange
Equipment Purchase
Subscription
Exchange
Subscription
Exchanges
Subscription
Exchange
Restricted
Restricted
Restricted Restricted
Restricted Restricted Restricted
Restricted
Restricted Restricted Restricted Restricted Restricted Restricted
Restricted
Restricted Restricted
Restricted Restricted Restricted
4(a)2
4(a)2
4(a)2 4(a)2
4(a)2 4(a)2 4(a)2
4(a)2
4(a)2 4(a)2 4(a)2 4(a)2 4(a)2 4(a)2
4(a)2
4(a)2 4(a)2
4(a)2 4(a)2 4(a)2
Shares Outstanding on
Date of This Report: 88,026,816
Ending Balance: Date: January 1, 2022
Common: 90,460,425
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
1. These shares were issuable as of the date of the share exchange pursuant to the Business Combination Agreement between the Company, Mulch Manufacturing, Inc. an Ohio corporation and the sole exchanging shareholder of Mulch Manufacturing, Inc., Ralph Spencer. Also in connection with the issuance of these shares, the shares granted earlier were cancelled in accordance with the Business Combination Agreement that was executed by and among the parties thereto. The shares were due to Mr. Spencer on closing notwithstanding the fact that they were actually issued thereafter.
2. 4 million shares were issued during the period under the Amended and Restated Share Purchase and Equity Exchange Agreement dated to be effective as of December 31, 2019 in connection with the change of control of Sierra Gold Corporation.
3. Jodi Stevens has sole dispositive power over the shares.
4. These shares were canceled in accordance with the Business Combination Agreement that was executed by and among the parties effective 1/31/20.
5. These shares were issued in connection with the change of control of Sierra Gold Corporation.
6. Sarfraz Hajee has sole dispositive power over the shares.
7. Scott Biddick has sole dispositive power over the shares.
8. Todd Hoepker has sole dispositive power over the shares.
9. Eilon Natan has sole dispositive power over the shares.
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ?
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder (entities must have individual with voting / investment control disclosed).
Reason for Issuance (e.g. Loan, Services, etc.)
9/25/18
$195,779
342,550
5% APR
11/1/2023
Not convertible
Ogden’s Incorporated Stephen Ogden
Purchase of Business
8/16/21 $10,580,504 $10,650,000 6% APR 8/16/24 Not convertible Ralph T Spencer Purchase of Real Estate
Use the space below to provide any additional details, including footnotes to the table above:
4)
A.
B.
* The debt securities listed in this table represent the outstanding obligations of the Company and its subsidiaries on a consolidated basis as of the date of this Annual Report. The Company has not listed any notes payable in connection with traditional equipment financing, which is considered part of the Company’s ordinary course of business.
Financial Statements
The following financial statements were prepared in accordance with: ? U.S. GAAP
? IFRS
The financial statements for this reporting period were prepared by (name of individual)3:
3 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
Name:
Title:
Relationship to Issuer:
J. Scott Siefker Accountant Employee
Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.
C. Balance Sheet—Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending January 1, 2022 posted separately on OTC Markets on March 31, 2022.
D. Statement of Income -– Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the periods ending January 1, 2022 posted separately on OTC Markets on March 31, 2022.
E. Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the periods ending January 1, 2022 posted separately on OTC Markets on March 31, 2022.
F. Statement of Changes in Shareholders’ Equity – Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending January 1, 2022 posted separately on OTC Markets on March 31, 2022.
G. Financial Notes – Incorporated by Reference to the Consolidated Financial Statements and Notes thereto for the period ending January 1, 2022 posted separately on OTC Markets on March 31, 2022.
You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. (“Annual Report,” “Quarterly Report” or “Interim Report”).
If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.
Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.
Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.
5)
Issuer’s Business, Products and Services
A. Summary of the Company’s Business Operations:
The Sustainable Green Team, Ltd., together with its subsidiaries Sierra Gold Merger Corp., National Storm Recovery, LLC and Mulch Manufacturing, Inc., is a vertically integrated, next generation mulch manufacturing company, whose operations begin with the acquisition of wood-based, feedstock and other natural materials used for its next-generation mulch products. The acquisition of its feedstock is a significant, differentiating, factor of the Company’s operations that sets it apart from and is not shared by its competitors, in that: i) its operations, including the strategic partnership that it has with a large waste management company, have a positive impact on the environment; and ii) the acquisition process for its feedstock is an additional source of revenue for the Company. All companies that produce and sell mulch require for their production, feedstock material from which they produce their final products. For those companies who produce wood-based mulch, the acquisition of their feedstock, like lumber production, has historically been centered on harvesting trees or sourcing their supply; and for those manufacturers, gross margins generally, are materially affected by, if not dependent on, an ability to secure consistent low cost supplies of tree material/ wood.
Through its wholly owned subsidiary, National Storm Recovery, LLC, the Company operates its tree services division that provides tree trimming and maintenance services, hauling, removal, disposal, collection and storage of tree debris generated by its maintenance and its disaster recovery and clean-up services. The Company’s mulch products have also been manufactured for sale under National Storm Recovery, LLC. These operations will be handled under Mulch Manufacturing, Inc., an Ohio corporation.
B. Description of the Constituent Entities of the Company:
Currently incorporated and in good standing in the State of Delaware under the name “The Sustainable Green Team, Ltd.”, the Company’s original predecessor was originally incorporated in the State of Nevada on January 22, 1997 under the name Alpha Diamond Corporation. The Company changed its name to African Resources on June 28, 1998 to Viking Exploration, Inc. on April 9, 1999 and then to Sierra Gold Corporation on July 12, 2006. Then on February 15, 2011 Sierra Gold Corporation changed its domicile to the State of Wyoming by filing Articles of Continuance with the Wyoming Secretary of State. Thereafter, on July 22, 2019 in preparation for an anticipated share/equity exchange with National Storm Recovery, LLC, the Company changed its name to National Storm Recovery, Inc., by filing a Certificate of Amendment with the Wyoming Secretary of State’s office. The Company then notified the Financial Industry Regulatory Authority (“FINRA”) of its name change, as well as the resolution it had passed to effect a 1:10,000 reverse stock split and as part of its name change, effected a voluntary change in its trading symbol, all of which were approved for announcement by FINRA on or about August 22, 2019. The Company changed domiciles to the State of Delaware by filing a Certificate of Conversion and Certificate of Incorporation with the Delaware Division of Corporations, Secretary of State’s office on December 30, 2019 as part of its plan to reorganize into a holding company pursuant to DGCL §251(g) as previously contemplated and agreed to by Sierra Gold Corporation and National Storm Recovery, LLC in their Amended and Restated Share Purchase and Equity Exchange Agreement, and in anticipation of a transaction with Mulch Manufacturing, Inc. The Company has changed its name to The Sustainable Green Team Ltd and trading symbol to SGTM in connection with its reorganization into a holding company pursuant to DGCL §251(g), after obtaining FINRA approval and has formally announced this action.
National Storm Recovery, Inc., a Wyoming corporation, previously known as Sierra Gold Corporation, a Wyoming corporation, executed a share/membership exchange agreement with the managing member of National Storm Recovery, LLC, a Florida corporation, as a path for National Storm Recovery, LLC to become publicly traded. Following, execution of that agreement and prior to closing, the Managing Member of National Storm Recovery, LLC, and National Storm Recovery, Inc. each agreed that the business plan and operations of National Storm Recovery, LLC could be accommodated best with the publicly traded company (its successor The Sustainable Green Team, Ltd.), as the parent corporation and the operating companies, as wholly owned subsidiaries. This is best accomplished under Delaware General Corporation Law (“DGCL”) §251(g) for three primary reasons. First because Delaware has a specific statute that provides for the exact process and structure that is needed; Second, because it ensures that there are no contingent and unrecorded liabilities that could impact new investors. Third, because the management’s business plan calls for expansion that comes, in part, from strategic acquisitions with companies that are both accretive to earnings and that are positioned for rapid growth from the synergistic opportunities that management identifies. One of the requirements of DGCL§251(g) is that each of the entities must be a Delaware entity and the corporations must have certificates of incorporation that are the same as each other. Therefore the information provided in this report regarding securities will be the same for each entity, even for National Storm Recovery, LLC, although the statute does not specifically require this. Thus the shares of National Storm Recovery, Inc. issued and outstanding prior to the reorganization will be the same number of issued and outstanding shares for The Sustainable Green Team, Ltd. and shareholders may begin exchanging their shares for shares of The Sustainable Green Team, Ltd.
Effect of DGCL §251(g) in Doing Business with the Company and on Trading of Common Stock.
As of the date of this report, the holding company structure has been approved and all of the requirements under DGCL §251(g) have been met so the Company has already taken each of the steps required under state law to legally effect that reorganization. Therefore, as a matter of law, The Sustainable Green Team, Ltd. is the successor publicly traded company. Thus for purposes of transacting business with the Company, the proper name (and actual entity) is, and will continue to be from this point on, The Sustainable Green Team, Ltd. (note that the Secretary of State’s Office in Delaware ignores “the” as the first word in a company name, but the Certificate of Incorporation states it is “The” Sustainable Green Team, Ltd.. The Delaware Secretary of State’s Office has processed: 1.) the change in corporate domiciles of National Storm Recovery, Inc., a Wyoming corporation to National Storm Recovery, Inc. a Delaware corporation (which was required in order to work under and apply Delaware law); 2.) the change in domiciles of National Storm Recovery, LLC, a Florida limited liability company to National Storm Recovery, LLC, a Delaware limited liability company (which was required in order to work under and apply Delaware law); 3.) the incorporation of The Sustainable Green Team, Ltd., a Delaware corporation and Sierra Gold Merger Corp., a Delaware corporation and 4.) the Certificate of Merger under DGCL §251(g) for National Storm Recovery, Inc. a Delaware corporation. Therefore, with the forgoing processed, the reorganization
has been completed and anyone wishing to enter into an agreement with the parent publicly traded company will enter into it with “The Sustainable Green Team, Ltd.” The shares of National Storm Recovery, Inc., formerly a Wyoming corporation, that are trading in the market and any that were or are subsequently issued will be exchanged for shares of The Sustainable Green Team, Ltd. on a one for one basis.
Pre-DGCL §251(g) Reorganization
National Storm Recovery, Inc., formerly a Wyoming corporation, is the beneficial owner of National Storm Recovery, LLC, a Florida limited liability company.
Post-DGCL §251(g) Reorganization
The Sustainable Green Team, Ltd. holds three subsidiaries, Sierra Gold Merger Corp., National Storm Recovery, LLC and Mulch Manufacturing, Inc., which was acquired effective January 31, 2020.
Mulch Manufacturing, Inc.
For a description of Mulch Manufacturing, Inc.’s facilities, see Section 6 of this Annual Report. Day Dreamer Productions, LLC
The Company acquired 100% of the membership interests in Day Dreamer Productions, LLC (DDP), a Florida LLC, on December 30, 2021, by issuing 200,000 shares of common stock. DDP provides videography services for documentaries and promotional projects. The Company uses DDP for its own promotions and documentation and intends to offer these services to outside organizations.
C. Description of the Company and its Subsidiaries’ Principal Products, Services and Markets:
The Company operates primarily through its wholly-owned operating subsidiaries. The principal products of each of the Company’s operating subsidiaries is described below.
National Storm Recovery, LLC
National Storm Recovery, LLC (DBA Central Florida ArborCare) was initially founded to provide tree maintenance, disaster recovery, debris hauling, removal, and disposal services. Each of these services is provided to residential, commercial and governmental customers and was structured to drive revenue for the company. Examples include the company’s multi-year contract with the Town of Oakland, Florida, (an area known for its large old oak trees), for emergency debris hauling and tree removal; and its multi-year contract with the Orange County Florida School District, (covering 267 properties, that includes schools, administrative sites and maintenance facilities) for tree removal, trimming and maintenance services. In each case, these contracts are renewable following their initial multi-year terms with aggregate terms of five years.
During its first year in operation, National Storm Recovery, LLC continued to build positive momentum under its CEO, Anthony J. Raynor’s leadership, when it entered into an agreement for the acquisition of certain complementary assets owned by Central Florida Arbor Care. Building this earlier success, in 2019, the company began to expand its business plan to include the complementary vertical market of mulch manufacturing. In order to expedite this plan of building a completely vertically integrated company and having identified a substantial number of advantages with being publicly traded, the company decided to bring its business to the public markets; and in the 2019, executed a share purchase and equity exchange agreement as part of the series of transactions related to the “reverse takeover.”
One of the Company’s over-arching strengths, in addition to management’s scores of years of industry experience, is management’s ability to build and manage teams. The importance of its relationships with employees, independent contractors, customers, vendors and anyone else with whom they interact, cannot be overstated. Although management believes its industry expertise, competence and reliability are each important factors, ultimately its commitment to its employees, independent contractors, and the belief that they are all important members of its “Sustainable Green Team” have been significant contributing factors to being provided opportunities in every market entered. Each of the opportunities received and the ways in which they have been
6)
managed, have also contributed to the Company’s positive momentum, helping shape management’s ultimate vision for the Company as a fully integrated mulch manufacturing and sales company, with operations that make sound business sense and create a positive environmental impact.
Again, National Storm Recovery, LLC was established as a company to provide tree maintenance, disaster recovery, debris hauling, removal, and disposal services – services that provide it with access to a large amount of wood or tree debris. Thought of from a different perspective, the Company has access to a large amount of “feedstock” that is required to manufacture wood based mulch products. But, unlike traditional wood-based mulch manufacturers who purchase their feedstock, the Company is paid to cut it, paid to haul it and paid to dispose of it. Its cost, in that limited equation, was its own disposal cost. However, by processing the tree material into mulch and selling it, the Company:
i) eliminates its disposal costs,
ii) receives the feedstock it would need as a mulch manufacturer, for free,
iii) does not have to police its suppliers to ensure responsible tree harvesting, because the trees and material the company handles are either from trees and branches downed in storms or cut as part of the care and maintenance of the trees it is paid to care for, and
iv) has a “cost structure” for its feedstock that is even better than a competitor that secures feedstock using unscrupulous or irresponsible harvesting methods and/or sources.
So, by grinding, screening and packaging the tree material that it is already receiving (and is paid to receive), the Company is able to leverage its existing activities, create additional value, and position itself to substantially increase its overall revenue and earnings prospects; and decrease the burden that this material would otherwise place on the local landfills or collection sites.
Sierra Gold Merger Corp.
There are no operations under The Sustainable Green Team, Ltd.’s subsidiary Sierra Gold Merger Corp. Notwithstanding the fact that the applicable statutes of limitations have expired for any foreseeable claims that could have been made based on the assets and liabilities last disclosed many years ago by Sierra Gold Corporation, Sierra Gold Merger Corp. was formed as part of the Company’s corporate organizational shift into a parent-subsidiary structure with discrete operations contained in separate subsidiaries. This parent subsidiary structure was effected pursuant to DGCL §251(g) and has the additional benefit of allowing any legacy issues (such as contingent liabilities, unrecorded liabilities and any other issues involving the prior business or activities of Sierra Gold Corporation) to remain isolated in the wholly owned subsidiary, Sierra Gold Merger Corp., so that they do not affect assets or the operations of any other entity.
Mulch Manufacturing, Inc.
Mulch Manufacturing, Inc. (“MM”) is one of the largest producers of packaged mulch products in the United States. It harvests the raw materials, processes the mulch at several locations, packages it and ships it when required in its own fleet of trucks or by contract carriers. MM’s products are distributed through the largest of mass merchandisers as well as small independent retailers. MM provides customer service and sales support to the retailer as well as the end user.
Day Dreamer Productions, LLC
Day Dreamer Productions, LLC provides videography services for clients producing documentary and promotional services. Much of its work has been for the Company and its subsidiaries.
Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
For purposes of this section, unless otherwise noted, references to the “Company” refer to The Sustainable Green Team, LTD and its wholly-owned subsidiaries on a consolidated basis.
Principal Executive Offices
Currently the Company’s principal executive offices are located at 24200 County Road 561, Astatula, FL 34705. The Company owns these premises, which are approximately 5,000 square feet. The premises are described more fully below (under “Astatula, Florida Site”). and are described below.
Astatula, Florida Site
The Astatula, Florida site is a 100 acre parcel of property located in Lake County, Astatula, Florida at 24200 CR 561. The Company initially entered into a purchase option on it that was contingent on receiving zoning approval for use as a storm debris and collection site. After a series of successful hearings without opposition, the City Council granted final zoning approval in January 2019. Most efforts of this nature are extremely time consuming because of significant opposition from the community. In this case however, there was a complete lack of opposition and the Company received quick approval from the City Council. Management of the Company saw this approval both as: i) an endorsement of its vision for the environmental solutions the Company offered to the community and ii) evidence of City Council’s enthusiastic acceptance of the Company’s plan of operations. After receiving approval from the City Council, the Company exercised its purchase option in December 2020, and now owns the property. With its prime location and 5,000 square foot building containing warehouse and office space, the 100 acre site is ideal for the Company’s purposes.
The Company has been using the site as its corporate headquarters since February 2021, after preparing the site to serve as its flagship tree debris collection site, mulch manufacturing facility, soil composting and production bagging site. In addition, the Company is using the property (which can accommodate millions of cubic yards of organic storm debris) for collection and storage of storm debris during hurricanes and other storms and for tree waste generated from the Company’s tree services operations. The site provides an opportunity for the Company to increase its revenues and earnings from disposal fees the Company collects from new Lake County customers and other tree service companies who pay for disposal. It also is another source of feedstock for the Company’s mulch operations.
Two Landfills of a National Waste Disposal Company
Prior to the addition to its 100 acre Astatula site, as management began expanding the Company’s business model, the Company entered into a collaborative agreement with a large, national waste disposal company that allows the Company to use two of its sites located at 242 West Keene Road, Apopka FL and 5400 Rex Drive, Winter Garden, Florida for collection and storage of tree debris collected in connection with its disaster recovery services as well as collection sites for its tree maintenance, hauling and disposal. In addition, the Company has been given the right to install and operate its mulch manufacturing and bagging equipment at these sites under very favorable lease terms. Logistically, the Company benefits from these locations which are optimally positioned for use in connection with its tree services operations. Further, the agreement allows the Company to execute on its mulch manufacturing, bagging and sales plans under a significantly expedited time line with pre-approved zoning and at significantly lower costs. Both parties have expressed satisfaction with these arrangements. Management believes that this is in part due to the fact that, although both receive entirely different benefits, the benefits to each are quite important. For example, the Company is given the right to use tree debris that is generated from other parties as feedstock in its mulch manufacturing operations. The waste disposal company also benefits significantly. Although it is a common misconception that because wood is biodegradable it is also compostable. But in reality, wood and particularly large logs take many years to decompose. As such, by repurposing and removing the materials from these sites, the Company is solving a significant problem for its partner. Yard waste, and in particular, the large volume of tree waste brought to landfills around the country each year is a real problem with which those managing them must contend and the Company’s use of this material presents an ideal solution. In many ways, this is an ideal solution because not only does it decrease the burden
on the landfills where they operate, it provides a sustainable alternative to other feedstock sourcing methods.
Mulch Manufacturing, Inc. Facilities
The below Apopka, FL and Reynoldsburg, OH facilities are leased under customary industry terms and conditions. The rest of the facilities are owned. Of these owned facilities, all but Astatula are mortgaged.
Callahan, Florida
? 6 Bagging lines
? 100 Acres of storage
? Cypress, Pine, Colored & A-Grade, Softscape
Homerville, Georgia
? Cypress Sawmill & mulch production
? 3 Bagging lines
? 40 Acres of storage
? Cypress A & B grade, Chips, Softscape
Jacksonville, Florida (Colorant Plant)
? Production of mulch colorants
? Sale of mulch coloring machinery
? R & D division for new products
Jacksonville, Florida (Bagging Facility)
? Production & Bagging
? Mulch production, bagging & prepack
? Wood recycling collection site
? Retail sales
Apopka, Florida
? Full line of bagged and bulk mulch products
? Wood recycling collection site
? Retail sales
Astatula, Florida (same as Company’s Corporate Headquarters)
? Full line of bagged and bulk mulch products
? 100 Acres of storage
? Wood recycling collection site
? Retail sales
? Central Florida Arborcare
Reynoldsburg, Ohio
? Sales and administrative offices
7)
Equipment:
The Company uses a variety of heavy equipment from Boom (Cranes), Pickup and Bucket Trucks to Grinders, Front-end and Skid Steer Loaders and Bagging and Coloring Machines in its operations. The majority of the equipment used by the Company (and its operating subsidiaries) is owned outright by the Company, but the Company does lease or pledge as collateral certain equipment. The leases and secured promissory notes for such equipment contain terms that are customary in the industry(ies) that the Company and its subsidiaries operate in for such equipment.
Company Insiders (Officers, Directors, and Control Persons)
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer’s securities, as well as any officer, and any director of the company, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section.
Name of Officer/Director or Control Person
Anthony J. Raynor
Ralph Spencer
John Spencer
Brian Meier
Michael J. Mete
Total Officers, Directors and 5% Shareholders as a Group
Affiliation with Company (e.g. Officer/Director/O wner of more than 5%)
Chief Executive Officer (CEO), President and Director
Owner of > 5%
Owner of > 5%
Chief Operating Officer (COO)
Chief Financial Officer
Residential Address (City / State Only)
Winter Garden, Florida
Jacksonville, Florida
Columbus, Ohio
Homerville, Georgia
Astatula, Florida
Number of Shares Owned
38,799,500
28,602,016
6,000,000
500
0
73,402,016
Share type/class
Common
Common
Common
Common
NA
Common
Ownership
Percentage of
Class Note
Outstanding*
Issued in Connection 42.9% with Share/Equity
31.6%
6.6%
Exchange
Issued in Connection with Share/Equity Exchange
Issued in Connection with a Debt Conversion
0.0% Gift Recipient
0.0%
81.1%
*Presented as a percentage of 90,460,425 shares of the Company’s Common Stock outstanding as of January 1, 2022. Anthony “Tony” J. Raynor – Currently serves as the President, Chief Executive Officer and as a Director.
Michael J. Mete, CPA – Currently serves as the Company’s Chief Financial Officer.
8)
A.
Brian Meier – Currently serves as the Company’s Chief Operating Officer. Laura Anthony, Esq. – Currently serves as the Company’s Securities Counsel.
Legal/Disciplinary History
Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
No
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
No
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
No
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
No
Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
The Sustainable Green Team, LTD is currently involved in arbitration with Emerging Markets Consulting, LLC (“EMC”), a former service provider of the Company. On October 21, 2020, EMC initiated arbitration against the Company, alleging, among other things, breach of contract related to an agreement entered into between the Company (via NSR LLC) and EMC, in which the Company engaged EMC to provide it with consulting services related to the Company’s capital structure, investor relations strategies, and fundraising plans, including the filing of an S-1 registration statement at some point in the future, in exchange for equity compensation in the Company. EMC seeks relief against the Company in the form of the equity compensation pursuant to the agreement (2,000,000 shares of the Company’s Common Stock) and damages. The Company denies EMC’s allegations, and has also initiated counterclaims against EMC for breach of the agreement by EMC, in which it is seeking damages resulting from EMC’s breach of its duties under the agreement.
In addition, the Company named in its counterclaim to EMC’s claim another similar service provider, Rainmaker Group Consulting, LLC (“Rainmaker”), as a pre-emptive defense against any actions brought by Rainmaker against the Company. Rainmaker engaged by the Company in 2019 to provide similar consulting services as EMC was engaged to provide in exchange for the same compensation (2,000,000 shares of the Company’s Common Stock). The Company alleges that Rainmaker breached its agreement with the Company by not providing the services provided in the agreement between the Company and Rainmaker, and therefore Rainmaker is not entitled to any equity compensation by the Company. The Company has taken this action as
B.
9)
a defensive measure against potential (in the Company’s opinion) frivolous lawsuits brought by Rainmaker against the Company. The Company is confident it will prevail in the ongoing arbitration described above being overseen by the American Arbitration Association.
On March 25, 2021, the Company filed a civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On April 1, 2021, the Company was granted an Emergency Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. On August 16, 2021, the Company settled this dispute and has released Ralph Spencer from the Emergency Temporary Injunction.
Third Party Providers
Please provide the name, address, telephone number and email address of each of the following outside providers: Securities Counsel
Name: Firm: Address 1: Address 2: Phone: Email:
Accountant or Auditor
Name: Firm: Address 1: Address 2: Phone: Email:
Investor Relations
Name: Firm: Address 1: Address 2: Phone: Email:
Other Service Providers
Laura Anthony, Esq.
Anthony L.G., PLLC
625 N. Flagler Drive, Ste., 600 West Palm Beach, FL 33401 (561) 514-0936 LAnthony@anthonypllc.com
Benjamin Borgers, CPA BF Borgers CPA, PC 5400 West Cedar Avenue Lakewood, CO 80226 (303) 953-1454 Ben@bfbcpa.us
Sherri Franklin
Investors Brand Network
8033 Sunset Blvd. Ste. 1037
Los Angeles, CA 90046
(310) 299-1717 Franklin@investorbrandnetwork.com
Provide the name of any other service provider(s) that that assisted, advised, prepared or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s) or consultant(s) or provided assistance or services to the issuer during the reporting period.
None.
10) Issuer Certification
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities). The certifications shall follow the format below:
Principal Executive Officer:
I, Anthony J. Raynor, certify that:
1. I have reviewed this annual report of The Sustainable Green Team, Ltd.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
March 31, 2022
/s/ Anthony J. Raynor
Anthony J. Raynor, CEO
Principal Financial Officer:
I, Michael J. Mete, certify that:
1. I have reviewed this annual report of The Sustainable Green Team, Ltd.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
March 31, 2022
/s/ Michael J. Mete
Michael J. Mete, CFO
Financials are out!!
THE SUSTAINABLE GREEN TEAM, LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEARS ENDED JANUARY 1, 2022, AND JANUARY 2, 2021
Independent Auditor’s Report
Consolidated Financial Statements Consolidated Balance Sheets
Page
3
4
5 6-7 8-9 10 - 25
THE SUSTAINABLE GREEN TEAM LTD. AND SUBSIDIARIES FOR THE FISCAL YEAR ENDED JANUARY 1, 2022
TABLE OF CONTENTS
Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholders’ Equity Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of The Sustainable Green Team Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Sustainable Green Team Ltd. as of January 1, 2022 and January 2, 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 1, 2022 and January 2, 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2020 Lakewood, CO
March 31, 2022
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
January 1, 2022
January 2, 2021
ASSETS
Current Assets
Cash $ Short-term investments
Accounts receivable, net of allowance for doubtful accounts
Inventories
Prepaid expenses and other current assets
788,242 52 2,538,626 7,588,085 1,503,504 12,418,509
52,049,146
1,051,702 324,000 84,440 977,355 2,437,497
66,905,152
2,671,776 249,186 4,486,461 - 7,407,423
751,606 17,480,621 - 18,232,227 25,639,650
-
9,046 34,636,450 6,620,006 41,265,502
66,905,152 financial statements.
$
506,287 2,801,263 1,631,921 9,806,776
628,364 15,374,611
24,158,297
842,272 100,000 95,000 313,538 1,350,810
40,883,718
711,605
132,668 2,459,945 2,982,417 6,286,635
207,328 4,794,541 18,802,355 23,804,224 30,090,859
-
8,917 6,825,996 3,957,946 10,792,859
40,883,718
Total Current Assets
Property and equipment, net
Other Assets
Long-term investments Goodwill
Intangibles, net
ROU asset
Total Other Assets
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses Current portion of lease liability
Notes payable
Notes payable - related party
Total Current Liabilities
Long-term Liabilities
Lease liabilities, net of current portion
Notes payable, net of current portion
Note payable - related party, net of current portion
Total Long-term Liabilities Total Liabilities
Commitments and contingencies
Stockholders' Equity
Preferred Series A stock, $0.0001 par value, 5,000,000 shares authorized,
90 shares outstanding
Common stock, $0.0001 par value; 245,000,000 shares authorized;
90,460,425 and 89,168,405 shares issued and outstanding, respectively Additional paid-in capital
Retained earnings
Total Stockholders' Equity
$
$
$
$
$ The accompanying footnotes are an integral part of these consolidated
$
Total Liabilities and Stockholders' Equity
4
`
Net Revenue Cost of revenue
Total gross profit
Operating expenses
Selling, general and administrative Depreciation and amortization
Total operating expenses Loss from operations
Other income (expense) Interest expense, net Bargain purchase gain
Debt forgiveness
Other income (expense), net
Total other expense
Income (loss) before provision for income taxes Provision for income taxes
Net Income (loss)
Net income (loss) per common share - basic Net income (loss) per common share - diluted
Weighted average shares outstanding - basic Weighted average shares outstanding - diluted
$
Jan 1, 2022
6,038,079 6,284,044
(245,965)
1,571,667 8,361 1,580,028
(1,825,993)
(216,579) 7,123,084
- 30,938 6,937,443
5,111,450 (429,162)
5,540,612
0.06 0.06
89,779,971 95,419,975
$
Jan 2, 2021
4,553,195
5,585,999 (1,032,804)
948,460
276,366 1,224,826
(2,257,630)
(307,994) -
(47,060) (355,054)
(2,612,684) (601,848) (2,010,836)
(0.02) (0.02)
89,168,405 89,655,905
$
Jan 1, 2022
31,925,731 30,604,565 1,321,166
5,033,382 31,581 5,064,963
(3,743,797)
(508,034) 7,123,084 1,613,128
26,979 8,255,157
4,511,360 (716,002) 5,227,362
0.06 0.05
90,161,612 95,801,616
$
Jan 2, 2021
30,584,291 27,430,601 3,153,690
3,902,262 377,489 4,279,751
(1,126,061)
(1,044,941) 7,488,585
114,518 6,558,162
5,432,101 (169,191)
5,601,292
0.07 0.07
84,098,649 84,561,183
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
Year Ended
$
$ $
$
$ $
$
$ $
$
$ $
The accompanying footnotes are an integral part
of these consolidated financial statements. 5
Twelve Months Ended January 1, 2022:
Balance at January 2, 2021
Stock issued for 2020 debt inducement Stock issued for compensation
Net loss
Balance as of April 3, 2021
Net income
Balance as of July 3, 2021
Related party contribution on debt forgiveness Note payable converted to stock
Net loss
Balance as of October 2, 2021
Stock subscriptions
Stock redemptions
Stock issued for compensation Stock issued for acquisitions Net income
Balance as of January 1, 2022
Preferred Stock
Additional Common Stock Paid-in
Retained Earnings
$ 3,957,946
(121,435) 3,836,511 916,915 4,753,426
(1,108,731) 3,644,695
(2,565,301)
5,540,612 $ 6,620,006
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Shares
Amount
$
Shares
- 89,168,405 300,000 25,000
- 89,493,405
- 89,493,405
6,000,000 .
- 95,493,405
5,640,004 (11,397,984) 125,000 600,000
- 90,460,425
Amount Capital
8,917 $ 6,825,996 30 62,970 3 28,797
8,950 6,917,763
8,950 6,917,763
17,484,728 600 3,699,400
9,550 28,101,891
564 4,229,439 (1,140) (1,708,558) 12 93,738 60 3,919,940
9,046 $ 34,636,450
Total
$ 10,792,859 63,000 28,800 (121,435)
10,763,224
916,915
11,680,139
17,484,728 3,700,000 (1,108,731)
31,756,136
4,230,003 (4,274,999) 93,750 3,920,000 5,540,612
$ 41,265,502
90
90
90
90
$
90
$
$
The accompanying footnotes are an integral part of these consolidated financial statements. 6
Twelve Months Ended January 2, 2021:
Balance at December 28, 2019
Mulch Mfg pre-acquisition distributions Mulch Mfg equity, net of
intercompany gain, at time of acquisition Issued ICW Mulch Mfg acquisition
Issued ICW reverse merger
Net income
Balance as of March 28, 2020
Cancelled ICW Mulch Mfg acquisition Subscription issuance
Issued ICW reverse merger
Issued ICW conversion of notes payable Net income
Balance as of June 27, 2020
Net loss
Balance as of January 2, 2021
Net loss
Balance as of January 2, 2021
Preferred Stock
Common Stock
Additional Paid-in Capital
Retained Earnings
$ 8,844,692 (12,887,403)
2,399,365
7,507,316 5,863,970
1,214,231
7,078,201 (1,109,419) 5,968,782 (2,010,836) $ 3,957,946
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (continued)
Shares
Amount
$
Shares
- 43,752,636
40,000,000 4,000,000
- 87,752,636
(1,000,000) 1,250,000 25,000 1,140,769
- 89,168,405
- 89,168,405
- 89,168,405
Amount
4,875
(500) 4,000 400
8,775
(100) 125 3 114
8,917
8,917
8,917
Total
$ 9,145,467 (12,887,403)
2,348,845 6,000,000 100,000 7,507,316
12,214,225
- 100,000 - 384,658 1,214,231
13,913,114 (1,109,419) 12,803,695 (2,010,836) $ 10,792,859
90
$
$
295,900
(50,020) 5,996,000 99,600
6,341,480
100 99,875 (3) 384,544
6,825,996
6,825,996
6,825,996
90
90
90
90
$
$
$
The accompanying footnotes are an integral part of these consolidated financial statements. 7
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
Twelve Months Ended
Jan 1, 2022
Jan 2, 2021
Cash flows from operating activities:
Net Income
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for (recovery of) doubtful accounts Depreciation and amortization
Common stock issued as compensation
Gain on sale of fixed assets
Gain on Paycheck Protection Program debt forgiveness Equity increase in long term investment
Bargain purchase gain
Changes in operating assets and liabilities: Accounts receivable, net
Inventory
Prepaid expenses and other current assets Accounts payable and accrued expenses
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Proceeds from sale of property and equipment
Net short-term investment redemptions (purchases) Purchases of long-term investments
Proceeds from long-term investments
Net cash from (used in) investing activities
Cash flows from financing activities: Principal payments on leases Proceeds from notes payable Payment on notes payable
Payment on notes payable, related parties Stock subscriptions
Stock redemptions
Distributions
Net cash provided by (used in) financing activities Net increase (decrease) in cash
Cash - beginning of period
Cash - end of period
$
5,227,362
(79,598) 3,565,912 122,550
(1,613,128) (315,281) (7,123,084)
(827,107) 2,218,691 (875,140) 2,121,321 2,422,498
(3,835,636) 2,801,210
105,850 (928,576)
(233,575) 1,236,080 (1,471,282) (698,194) 4,230,003 (4,274,999)
(1,211,967) 281,955 506,287 788,242
$
5,601,292
81,321 3,142,292
(63,562)
(7,488,585)
447,892 689,156 150,986
(834,342) 1,726,450
(3,234,652) 60,855 5,123,933 (253,500) 321,500 2,018,136
(107,648) 9,137,232 (596,737)
(3,858,253)
(7,844,981) (3,270,387)
474,199 32,088 506,287
$
$
The accompanying footnotes are an integral part of these consolidated financial statements. 8
THE SUSTAINABLE GREEN TEAM AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS continued
Supplemental cash flow information: Cash paid for:
Interest
Income taxes
Non-cash investing and financing activities:
Note and interest payable contribution to capital
Purchase of plant, property and equipment for notes payable Purchase of plant, property and equipment for common stock Acquisition of right of use assets for lease obligations
Stock issued for accrued interest and compensation
Stock issued for accrued stock subscription and compensation Stock issued for accrued debt inducement
Stock issued for acquisition of Day Dreamer Productions, LLC Conversion of notes payable to stock
Stock issued and liabilities assumed for equipment
Property and equipment bargain purchase recognition Distribution of property and equipment
Twelve Months Ended
Jan 1, 2022 Jan 2, 2021
$ 716,432 $ 832,760 $ 50 $ 159,179
$ 17,484,728
$ 16,560,927 $ 4,948,908 $ 3,696,000
$ 895,781
$ 200,000
$ 63,000
$ 224,000
$ 3,700,000 $ 384,657
$ 7,856,052 $ 7,123,084 $ 7,488,585 $ 5,042,424
The accompanying footnotes are an integral part of these consolidated financial statements. 9
THE SUSTAINABLE GREEN TEAM, LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Corporate History
The Sustainable Green Team, Ltd., (f/k/a Sierra Gold Corp.) (the “Parent” or “SGTM”), a Delaware corporation, conducts business activities principally through its three wholly-owned subsidiaries: National Storm Recovery LLC (“NSR LLC”), a Delaware limited liability company, Mulch Manufacturing, Inc., an Ohio corporation (“MM”) and Sierra Gold Merger Corp. (“SGMC”), a Delaware corporation (collectively, the “Company”).
The Company was initially formed, under the name Alpha Diamond Corporation in the State of Nevada on January 22, 1997. It’s undergone multiple name changes over the years and a domicile change to Wyoming on February 15, 2011.
Effective April 18, 2019, Sierra Gold Corp., (“SGCP”), entered into an equity exchange agreement (the “Merger”), as amended on December 31, 2019 with NSR LLC, pursuant to which SGCP acquired all of the membership units of NSR LLC. Upon closing, NSR LLC became a wholly-owned subsidiary of SGCP.
On July 22, 2019, a Certificate of Amendment was filed with the State of Wyoming to change the name of the Company from “Sierra Gold Corporation” to “National Storm Recovery, Inc.” and to affect a 1 for 10,000 reverse stock split. At September 11, 2019, the Company’s trading symbol changed from “SGCP” to “NSRI”.
The stock split decreased the issued and outstanding shares of its common stock from 3,406,865,285 to 602,636 (after rounding up to a 100 share minimum) before SGCP issued 40,000,000 shares of its common stock to the members of NSR LLC as consideration for the equity interests exchange. As a result of the Merger, NSR LLC members acquired 99% of SGCP’s issued and outstanding shares of common stock and SGCP changed its principal focus to providing tree services, debris hauling and removal, biomass recycling, mulch manufacturing, packaging and sales.
The Merger was treated as a reverse recapitalization effected by an equity exchange for financial and reporting purposes since SGCP was deemed to be a shell corporation with nominal operations and no assets at the time of the merger. NSR LLC is considered the acquirer for accounting purposes, and the SGCP’s historical financial statements before the Merger have been replaced with the historical financial statements of NSR LLC before the Merger in future filings.
On December 31, 2019 the Company entered into a restructuring as a holding company pursuant to Delaware General Corporation Law (“DGCL”) §251(g) known as “the Delaware Holding Company Statute.” In order to effect this restructuring NSRI and NSR LLC company each changed domiciles to the State of Delaware by filing Certificates of Conversion. Immediately thereafter, NSRI incorporated SGTM as its wholly-owned subsidiary and SGTM formed Sierra Gold Merger Corp., a Delaware corporation (“SGMC”) as its wholly-owned subsidiary. Similarly, NSR LLC issued SGTM, 1,000 limited liability company Common Membership Units. Each of the four parties next executed an Agreement and Plan of Merger (the “Merger Agreement”) as well as a Certificate of Merger, the latter of which was filed with the Delaware Secretary of State Division of Corporations on December 31, 2019 (collectively, the “Reorganization”). Pursuant to the terms of the Reorganization, NSRI merged down into SGMC with SGMC surviving as the successor to the reorganization, with all of the assets and liabilities of NSRI merging into SGMC and the separate existence of NSRI ceasing. The shares of SGTM and Membership Interests of NSR LLC, held by NSRI were canceled in the reorganization as part of the restructuring and the shares of NSRI became exchangeable for shares of SGTM on a one for one basis making SGTM the parent to both SGMC and NSR LLC as well as making SGTM the publicly-traded successor to NSRI. After obtaining FINRA approval on July 21, 2020, the Company changed its trading symbol to SGTM.
Effective January 31, 2020, the Company entered into a Business Combination Agreement (the “Mulch Acquisition”) pursuant to which MM has become its wholly-owned subsidiary. Under the Mulch Acquisition, all issued and outstanding common stock in MM were converted into an aggregate of 40,000,000 shares of the Company’s common stock (See Note 6).
The Company closed on the acquisition of 100% of the membership interests in Day Dreamer Productions LLC (DDP) on December 30, 2021. DDP is in the business of producing informational and promotional videography (See Note 6).
Business Overview
The Company provides tree services, debris hauling and removal, biomass recycling, mulch manufacturing, packaging and sales. The Company’s objective is to provide a solution for the treatment and handling of tree debris that has historically been disposed
10
of in landfills, creating an environmental burden and pressure on disposal sites around the nation. This objective is founded in sustainability, based on vertically integrated operations that begin with collecting of tree debris through its tree services and collection sites, through its processing services, and then recycling and using that tree debris as a feedstock that is manufactured into a variety of organic, attractive, next-generation mulch products that are packaged and sold to landscapers, installers and garden centers. The Company plans to expand its operations through a combination of organic growth and strategic acquisitions of synergistic companies that are both accretive to earnings and enable the Company to be positioned for rapid growth. The Company operates in a highly seasonal industry generating most of its sales and profits in the first six months of the year.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements as of January 1, 2022, and January 2, 2021, and for the three months and year ended January 1, 2022, and January 2, 2021, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the three months and year ended January 1, 2022 are not necessarily indicative of the results that may be expected for the entire year or for any subsequent interim period.
The Company has adopted the period end dates conforming to the industry standards used by MM, the Company’s largest operating subsidiary. These period end dates follow a 52/53 week fiscal year which ends on the Saturday nearest to December 31. The years ended January 1, 2022, and January 2, 2021, included 52 and 53 weeks, respectively.
Principles of Consolidation
The consolidated financial statements are presented on a comparative basis. The consolidated balance sheets at January 1, 2022 and January 2, 2021 include the accounts of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC.
The consolidated statements of operations for the three months and year ended January 1, 2022, and January 2, 2021, include the accounts of SGTM, NRS LLC, MM, Rose, and SGMC. For the year ended January 2, 2021, which includes the one month period ended January 31, 2020, the date of the Business Combination with MM, the accounts of SGTM, NRS LLC, MM and Rose are consolidated on a pro forma basis. The impact of including this one month of 2020 in the statement of operations for that year was to lower income by around $280,000 for the loss MM sustained for that month.
The consolidated statement of changes in stockholders’ equity for the year ended January 1, 2022, includes the account balances of SGTM, NRS LLC, MM, DDP LLC, Rose, and SGMC. For the year ended January 2, 2021, the accounts of SGTM, NRS LLC, MM, Rose, and SGMC are presented on a pro forma basis. The net income for this year includes that of MM and Rose for the one month ending January 31, 2020, on a pro forma basis.
The consolidated statement of cash flows for the year ended January 1, 2022, includes the accounts of SGTM, NRS LLC, MM, DDP LLC and Rose. The year ended January 2, 2021, include the accounts of SGTM, NRS LLC, MM and Rose; with the latter two included on a pro forma basis for the one month ended January 31, 2020.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected.
Revenue
The Company’s revenues are derived from two major types of services to clients: landscape recovery services and the manufacturing and sale of landscape mulch. With respect to landscape recovery services, the Company provides tree services, debris hauling and removal and biomass recycling.
11
The Company recognizes revenue when its performance obligations are satisfied. With respect to landscape recovery services, its performance obligation is satisfied upon the completion of the landscape services for its customers. With respect to the manufacturing and selling of landscape mulch, its performance obligation is satisfied upon delivery to its customers. Services are provided for cash or on credit terms. These credit terms, which are established in accordance with local and industry practices, require payment generally within 30 days of performance or end of season for qualifying orders. The Company estimates and reserves for its bad debt exposure based on its experience with past due accounts and collectability, the aging of accounts receivable and its analysis of customer data.
Disaggregated Revenues
Revenue consists of the following by service and product offering for the three months ended January 1, 2022:
Manufacturing and Sales of
Mulch Total
$ 775,038 $
Revenue consists of the following by service and product offering for the year ended January 1, 2022:
Landscaping Recovery Services
5,706,294 $ 6,481,332
Manufacturing and Sales of
Mulch Total
$ 3,430,464 $
Revenue consists of the following by service and product offering for the three months ended January 2, 2021:
Landscaping Recovery Services
28,938,520 $ 32,368.984
Manufacturing and Sales of
Mulch Total
$ 1,079,621 $
Revenue consists of the following by service and product offering for the year ended January 2, 2021:
Landscaping Recovery Services
3,473,574 $ 4,553,195
Landscaping Recovery Services
$ 3,227,218 $
Manufacturing and Sales of
Mulch Total
27,357,073 $ 30,584,291
Cash
The Company considers all highly liquid short-term instruments that are purchased with an original maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of January 1, 2022 and January 2, 2021.
Account Receivable and Retainage
The Company periodically assesses its accounts receivable for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of January 1, 2022, and January 2, 2021, the Company’s allowance for doubtful accounts was $60,000 and $150,000, respectively.
From time to time, the Company’s customers may retain a portion of the amount due the Company for large landscaping or disaster recovery jobs until all contract obligations have been met. As of January 1, 2022, and January 2, 2021, the Company was due approximately $-0- and $63,000, respectively, in such retainage. This retainage was included in the Company’s Accounts Receivable balance.
12
Inventory
Inventories are stated at the lower of cost or net realizable value, with cost determined by the weighted-average cost method using full absorption costing for manufactured goods.
Property and Equipment
Property and equipment are recorded at cost. During the year ended January 2, 2021, previously expensed rental deposits of approximately $455,000 were capitalized and applied to the buy-out of assets pursuant to their rental purchase agreements, the impact, of which, was to lower cost of sales for that year. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.
Depreciation is computed using the straight-line method over the estimated useful lives of the related capitalized assets. Machinery and equipment is generally depreciated over 7 to 10 years. Vehicles are generally depreciated over 5 years.
Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, its cost and accumulated depreciation is removed from the accounts and the resulting gain or loss, if any, is reflected in operations.
Impairment of Long-Lived Assets and Right of Use Assets
Intangible Assets
The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. Finite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. During the three months and year ended January 1, 2022, the Company did not record a loss on impairment. For the three months and year ended January 2, 2021, the Company recorded a $317,500 loss on the impairment of an advantageous supply contract.
Goodwill
Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause in a future impairment of goodwill at the reporting unit.
Advertising and Marketing Costs
The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were approximately $90,000 and $303,000 for the three months and year ended January 1, 2022, respectively, and $70,000 and $305,000 for the three months and year ended January 2, 2021, respectively, and are recorded in selling, general and administrative expenses on the statement of operations.
Fair Value Measurements
ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
The Company reviews long-lived assets, including finite-lived intangible assets and right of use (“ROU”) lease assets, for
impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on
discounted cash flows or appraised values, depending on the nature of the assets.
13
The Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of January 1, 2022 and January 2, 2021, consisted of the following:
Total fair value at January 1, 2022 $ 52
Total fair value at January 2, 2021 $ 2,801,263
Quoted prices in active markets for identical Assets (Level 1) $ 52
Quoted prices in active markets
for identical Assets (Level 1) $ 2,801,263
Significant other Observable inputs (Level 2)
Significant other Unobservable inputs (Level 3)
Investment in mutual funds
Investment in mutual funds
$
- $
-
Significant other
Observable inputs (Level 2)
Significant other Unobservable inputs (Level 3)
$
- $
-
Net Income (Loss) per Common Share
Basic net income (loss) per common share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of Common Stock equivalents (stock options, unvested restricted stock, and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive.
Three Months Ended
Year Ended
January 1, 2022
Numerator for basic and diluted earnings (loss) per share:
January 2, 2021
$ (2,010,836)
89,168,405 - 487,500
89,655,905
$ (0.02) $ (0.02)
January 1, 2022
$ 5,227,362
90,161,612 5,640,004
-
95,801,616
$ 0.06 $ 0.05
January 2, 2021
$ 5,601,292
84,098,649 - 462,534
84,561,183
$ 0.07 $ 0.07
Net income (loss)
Denominator for basic earnings (loss) per share - weighted average shares outstanding
Stock warrants
Convertible notes
Denominator for diluted earnings (loss) per share –
weighted average and assumed conversion
Net income (loss) per share:
Basic net income (loss) per share
Diluted net income (loss) per share
Income Taxes
$ 5,540,612
89,779,971 5,640,004 -
95,419,975
$ 0.06 $ 0.06
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
14
The Company utilizes ASC Topic 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely- than-not” that a deferred tax asset will not be realized. For tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit in the consolidated financial statements.
For the three months ended January 1, 2022 and January 2, 2021, the Company recognized approximately $429,000 and $602,000 tax benefit, respectively, and $716,000 and $169,000 tax benefit for the years ended January 1, 2022 and January 2, 2021, respectively. These tax provisions were based on a 27% effective rate for federal and state income taxes after accounting for permanent differences between book and taxable income. The Company has recorded a $901,876 and $175,471 deferred tax asset, net of a valuation allowance, as of January 1, 2022, and January 2, 2021, respectively. Management believes this asset to be “more likely than not” fully realized in future periods.
The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, simplifying the Accounting for Income Taxes (Topic 740) as part of its simplification initiative to reduce the cost and complexity in accounting for income taxes. This guidance is effective for interim and annual reporting periods beginning within 2021.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard was effective for the Company’s interim and annual periods beginning January 1, 2019 and was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of ASU 2016 - 02 had a material impact on the Company’s consolidated financial statements and related disclosures.
NOTE 3 – INVENTORIES
The Company’s inventories are comprised of the following for the periods ended January 1, 2022 and January 2, 2021:
Raw Materials Work in process Finished goods
January 1, 2022
$4,453,785 1,155,439 1,978,861
$7,588,085
January 2, 2021
$ 6,968,808 1,712,380 1,125,588
$9,806,776
The Company has also advanced deposits for the production and delivery of mulch products in the amount of $-0- and $250,000 as of January 1, 2022, and January 2, 2021, respectively, which are included in “Prepaid expenses and other current assets.”
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
15
Leasehold improvements Construction in process
Less: accumulated depreciation Property and equipment, net
$
283,268 19,599,106 58,085,173 (6,036,027) 52,049,146
January 1, 2022
January 2, 2021
Machinery and equipment $ 20,777,465 Vehicles 4,383,043 Land 6,807,573 Buildings 6,234,718
$
$
20,135,720 4,177,851 1,502,024
- 826,737 465,750 27,108,082 (2,949,785) 24,158,297
Total depreciation expense between cost of revenue and operating expenses
2022, was $895,950 and $3,324,798, respectively. For the three months and year ended January 2, 2021, the total depreciation expense between cost of revenue and operating expenses was $882,814 and $2,668,230, respectively.
The Company had several bulk sawmill equipment purchases on December 31, 2021, that are included in construction in process above. The first one was for 400,000 shares of common stock, valued at $3,696,000, for equipment in Beaver, WA, appraised for $8,570,600. The $4,874,600 difference between the 400,000 shares closing at $9.24 per share on the date of the transaction resulted in the recognition of a bargain purchase gain.
The second bulk sawmill equipment purchase was for a facility in Jasper, FL, which was appraised for $9,798,550. The $7,550,066 purchase price was paid for by cash and debt. The $2,248,484 difference between the equipment’s appraised value and its purchase price was recognized as a bargain purchase gain.
NOTE 5 – ACQUISITIONS
Mulch Manufacturing, Inc. Acquisition
On January 31, 2020, the Company entered into a Business Combination Agreement (the “Mulch Acquisition”) with MM and its sole shareholder, Ralph Spencer (“Spencer”) (collectively the “MM Parties”), pursuant to which the Company acquired all of the shares of MM. Upon closing, MM became a wholly-owned subsidiary of SGTM.
Pursuant to the Mulch Acquisition, at the effective time of the acquisition:
• All of MM’s outstanding common stock was exchanged for an aggregate of 40,000,000 shares of SGTM’s common stock.
• One million shares previously issued to the MM shareholder in connection with the sale of equipment by MM to NSR LLC in November 2019 were cancelled.
• There were specific excluded assets that were retained by Spencer and treated as transferred to Spencer prior to the acquisition consisting of cash, real estate, and certain vehicles and equipment. Spencer agreed to allow the Company to use some of the real estate rent-free until January 31, 2022, at which time the Company had the option of either leasing or purchasing it at the fair market value.
• All of the existing MM notes, notes and accounts receivable, and inventory at the date of the Mulch Acquisition are included in the acquisition and the Company had immediate possession of them by its ownership of MM. However, the 40 million shares of the Company’s common stock that was issued as consideration was based on these assets being removed from MM prior to the acquisition. The value of these assets are valued separately from the share exchange and that certain demand promissory note payable to Spencer in the amount of approximately $14 million was adjusted to reflect the value of the inventory, accounts receivable, and any other sums lent by Spencer to MM.
The Company accounted for these transactions in accordance with the acquisition method of accounting for business combinations. An independent appraisal, made in February 2020, determined the fair market value of MM’s property and equipment to be $17,228,295. Assets and liabilities of the acquired business were included in the consolidated balance sheets as of January 1, 2022, and January 2, 2021, based on their respective estimated fair values on the date of acquisition. Based on a closing market price of $0.15
16
for the three months and year ended January 1,
per share on the January 31, 2020, business combination date, the assumption of net liabilities plus a bargain purchase recognition and asset write-up, the Company is recognizing the allocation to the accounts of MM as follows:
Appraised fair market value of property and equipment
Less: Net book value of just MM's property and equipment on January 31, 2020
Excess of fair market over net book value of MM property and equipment
$
17,228,295 1,883,657
15,344,638
Value of common stock issued for MM
Net book value of MM on January 31, 2020: Property and equipment
Investments
Prepaid expenses and other assets
Supply agreement
Accounts payable and accrued expenses Notes payable
Net book value (assumed) of MM on January 31, 2020
$
1,883,657 830,000 192,361 453,750
(1,215,820) (4,000,000)
$6,000,000
(1,856,052)
Total purchase price, including assumed net liabilities, of MM
Excess of fair value over net book value plus
purchase price of MM property and equipment (bargain purchase gain)
Purchase price of MM
Bargain purchase gain and property and equipment write-up Net book value of MM on January 31, 2020
Total to be allocated
Allocation of MM purchase price and bargain purchase gain: Property and equipment
Investments
Prepaid expenses and other assets
Supply agreement
Accounts payable and accrued expenses Notes payable
Day Dreamer Productions LLC Acquisition
$ $ $ $
$
7,856,052 7,488,586
7,856,052
7,488,586 (1,856,052) 13,488,586
17,228,295 830,000 192,361 453,750 (1,215,820) (4,000,000) 13,488,586
The Company entered into an agreement to acquire 100% of the membership interest of Day Dreamer Productions, LLC around January18,2021,inexchangefor200,000sharesoftheCompany’sstock. ThistransactionwasclosedonDecember30,2021,when the Company issued the shares to its sole member. This member was also retained as an employee with responsibility for managing the activities of Day Dreamer Productions, LLC.
NOTE 6 – INTANGIBLE ASSETS
The below table summarizes the identifiable intangible assets as of January 1, 2022, and January 2, 2021: 17
Supply contract (1) Less:
Total, net (1)
Useful life
10
January 1, 2022
$ 453,750 (51,810) (317,500) $ 84,440
$ $
January 2, 2021
453,750 (41,250) (317,500) 95,000
Accumulated amortization Impairment
These intangible assets were acquired in the acquisition of MM on January 31, 2020.
The weighted average useful life remaining on identifiable intangible assets is 8 years.
Amortization of identifiable intangible assets for the three months and year ended January 1, 2022, was $2,640 and $10,560, respectively. Amortization of identifiable intangible assets for the three months and year ended January 2, 2021, was $11,250 and $33,750, respectively.
The below table summarizes the future amortization expense for the next five years:
2022 $ 2023
2024
2025
2026 Thereafter
$
NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
10,560 10,560 10,560 10,560 10,560 31,640 84,440
Accounts payable and accrued expenses consist of the following amounts:
January 1, 2022
January 2, 2021
Accounts payable Accrued interest Accrued expenses
NOTE 8 –NOTES PAYABLE
$ $
2,350,056 8,076 313,644 2,671,776
$
$ $
Jan 1, 2022
10,580,504
4,100,000
1,400,000
557,145 91,983 62,477
711,605
Seller note payable bearing interest at 6.0%, monthly payments of principal and interest of $76,300 beginning October 2021 with a $9,819,606 balloon due September 2024, secured by mortgaged real estate
$
Jan 2, 2021
-0-
-0-
-0-
Various third-party obligations secured by assets the Company
acquired subject to this indebtedness to various third-party creditors, bearing interest at a 5% average rate. Monthly payments of $122,881 principal and interest beginning January 2022 through December 2024
Unsecured note payable to seller on bulk equipment purchase, bearing 4.0% interest. First $300,000 payment of principal and interest due March 2022, $200,000 payments of principal and interest due quarterly thereafter until paid in full
Note payable to a bank, secured by equipment, bearing interest at 2.95%. Monthly payments of principal and interest in the amount of $28,698
18
beginning January 2021 and due through December 2025
1,297,817 1,599,068
Unsecured note payable to a financial institution under the SBA Paycheck Protection Program for MM bearing interest at 1.0%. Monthly payments of principal and interest in the amount of $82,061 beginning August 2022 are due through April 2023.
Unsecured note payable to a financial institution under the SBA Paycheck Protection Program for MM bearing interest at 1.0%. Monthly payments of
1,236,080 -0-
-0- 1,458,200
342,680 432,211
325,718 410,817
347,452 416,642
334,000 399,247
222,887 275,707
217,213 269,915
212,727 265,602
209,200 263,857
208,226 261,275
195,779 244,656 134,353 -0- 65,838 -0-
principal and interest in the amount of $82,061 beginning November due through April 2022.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $8,750 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $8,316 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $7,034 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $7,392 due February 2021 through January 2026.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,230 due December 2020 through November 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due November 2020 through October 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due October 2020 through September 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,341 due August 2020 through July 2025.
Note payable to an equipment financing company bearing interest
at 3.95%. Monthly payments of principal and interest of $5,201 due August 2020 through July 2025.
Note payable to the individual seller of the landscaping and recovery
business to NSR LLC bearing interest at 5%. Monthly payments of $5,000 are due through October 2023 with a $100,000 balloon due November 2023
Non-interest bearing note payable to an equipment financing company with monthly principal payments of $5,842 due December 2021 through November 2023
Non-interest bearing note payable to an equipment financing company with monthly principal payments of $16,460 due May 2021 through April 2022.
Unsecured note payable to a financial institution under the SBA Paycheck Protection Program for NSR LLC bearing interest at 1.0%. Monthly payments
19
2020 are
services
of principal and interest of $8,719 beginning November 2020 are due through April 2022.
Note payable to an equipment financing company bearing interest
at 0.00%. Monthly payments of principal of $6,993 beginning November 2020 are due through October 2022
Note payable to an equipment financing company bearing interest
at 9%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $3,933 to $3,993 and extended three months through December 2023
Note payable to an equipment financing company bearing interest at 5.94%. Monthly payments of principal and interest of $1,174 beginning January 2022 through March 2028
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $2,410 to $2,452 and extended three months through December 2023
Convertible note payable to a private investor bearing interest at 10%. Principal and accrued interest are due January 2021. The Company has the option of granting conversion rights at a 30% discount on the average closing price over the last 10 trading days. The Company is also obligated to issue 300,000 shares of common stock as an inducement on the issuance of the note
Note payable to an equipment financing company bearing interest
at 9%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $1,861 to $1,890 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments
of principal and interest increased from $1,808 to $1,840 and extended three months through December 2023
Note payable to an equipment financing company bearing interest
at 11%. Due to five month COVID-19 payment suspension, monthly payments of principal and interest of $1,692 due from August through July 2023 with a $10,152 balloon payment in August 2023
Note payable to an equipment financing company bearing interest
at 12%. Due to five month COVID-19 payment suspension, monthly payments of principal and interest of $1,749 due from August 2020 through June 2023 with a $10,496 balloon payment in July 2023
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $977 due through August 2024
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $932 due through September 2024
Note payable to an equipment financing company bearing interest
at 8%. Monthly payments of principal and interest of $766 due through August 2024
Note payable to an investment company non-interest bearing with 20
-0- 154,928
69,928 153,842
87,611 126,005
73,217 -0-
54,397 78,628
-0- 75,000
41,466 59,633
40,764 58,892
36,446 51,753
37,220 52,540
28,071 37,153
27,581 35,525
22,395 29,746
monthly payments of $5,000 principal due through
March 2021. -0-
Note payable to an equipment financing company bearing interest
at 8%. Due to three month COVID-19 payment suspension, monthly payments of
principal and interest increased from $751 to $765 and extended three months
through January 2024 17,512
15,000
24,908
3,736 7,254,486 2,459,945 4,794,541
Note payable to an equipment financing company bearing interest
at 14%. Due to three month COVID-19 payment suspension, monthly payments of principal and interest increased from $1,874 to $1,900 and extended three months through February 2021
_________-0- 21,967,082 4,486,461 $ 17,480,621
Total notes payable to unrelated parties Short-term portion of notes payable
Long-term portion of notes payable
The schedule of future maturities on the above notes are as follows:
$
Year 2022 2023 2024 2025 2026 2027
$
Amount 4,486,461 4,135,389
& after
12,440,896 825,632 61,774 16,930 $ 21,967,082
The above notes include three Paycheck Protection Program (PPP) loans between MM and NSR LLC totaling $2,849,208, of which the $1,458,200 and $154,928 loans were forgiven during the year ended January 1, 2022. Under the PPP, to the extent the Company uses the loan proceeds on qualifying disbursements, these loans may be forgiven. Although the Company believes that the majority of the proceeds under the remaining loan of $1,236,080 has been spent on qualifying expenditures, it has not recorded any gain on forgiveness of this indebtedness for the year ended January 1, 2022.
Related Party
On the January 31, 2020, date of the Mulch Acquisition, there was a balance on a note payable to MM’s sole shareholder in the amount of $14,223,046. This note was adjusted for the receivables and inventory of MM that was excluded from the share exchange resulting in a restated and amended $15,402,355 promissory note bearing 4% interest. Also on January 31, 2020, this shareholder placed a $6,240,670 deposit with the Company. To the extent the Company consumed this cash deposit for operations, this shareholder was paid 4% interest. In August 2021 the outstanding balance on these two obligations plus accrued interest as of January 2, 2021, totaled $17,484,728, which was contributed to the capital of the Company. Interest accrued on these obligations for 2021 was credited against interest expense. Accordingly, the balance on the shareholder deposit as of January 1, 2022, and January 2, 2021, was $-0- and $2,382,417, respectively. The balance on the restated and amended promissory note was $-0- and $15,402,355 as of January 1, 2022, and January 2, 2021, respectively.
In January 2019, MM issued a promissory note to an employee in the amount of $6,000,000, $2,000,000 of which was paid during the year ended December 28, 2019. The note bore interest at 3% per annum payable quarterly, required semi-annual principal payments of $300,000 starting on June 1, 2021 and had no maturity date. As part of the Mulch Acquisition, this note was assumed by the Company. In August 2021, the holder of this note exchanged his, at that time, $3,700,000 balance in the note for 6,000,000 Company shares. As of January 1, 2022, and January 2, 2021, the balance on this note was $-0- and $4,000,000, respectively.
Total interest expense (credit) on the above related party notes and deposit was approximately $ -0- and $184,000 for the three months ended January 1, 2022, and January 2, 2021, respectively. Total interest expense on the above related party notes and deposit for the year ended January 1, 2022, and January 2, 2021, was approximately $77,000 and $722,000, respectively.
21
NOTE 9 - STOCKHOLDERS’ EQUITY
Preferred Stock
On December 31, 2019, the Company’s Board of Directors adopted articles of incorporation in the state of Delaware authorizing, without further vote or action by the stockholders, to create out of the unissued shares of the Company’s common stock, $0.0001 par value Preferred Stock. The Board of Directors is authorized to establish, from the authorized and unissued shares of Preferred Stock, one or more classes or series of shares, to designate each such class and series, and fix the rights and preferences of each such class of Preferred Stock; which class or series shall have such voting powers, such preferences, relative, participating, optional or other special rights, and such qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The articles of incorporation and designation authorizes the issuance of 5,000,000 shares of Preferred Stock, of which 100 shares have been designated as Series A Preferred Stock, of which 90 of Series A are issued and outstanding as of January 1, 2022. Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter, with each share casting a vote equal to: the quotient of the sum of all outstanding shares of common stock together with any and all other securities of the Company that provide for voting on an “as converted” basis divided by 0.99.
Equity Transactions During the Period
The following issuances of common stock affected the Company’s Stockholders’ Equity:
On January 31, 2020, as a result of the Mulch Acquisition, 40,000,000 shares of common stock were issued along with 1,000,000 shares cancelled from the October 2, 2019, effective issuance to the same shareholder (Note 5).
On February 26, 2020, the Company issued 4,000,000 shares of common stock at par value as part of the amended and restated share purchase and equity exchange agreement with SGCP.
Between April 9 and May 20, 2020, the Company issued 1,250,000 shares in connection with a $100,000 stock subscription on November 26, 2019.
On May 14, 2020 the Company issued 25,000 shares in satisfaction of an obligation assumed pursuant to the reverse merger with SGCP in 2019.
On May 20, 2020 the Company issued 786,045 shares upon a note holder’s exercise of a conversion feature permitting the holder to acquire shares at a 30% discount to the prior 12 day average price as of May 15, 2020, $0.349417 per share, in satisfaction of $250,000 principal and $24,658 accrued interest on the note.
On June 12, 2020 the Company issued 354,724 shares upon a note holder’s exercise of a conversion feature permitting the holder to acquire shares at a 30% discount to the prior 12 day average price as of June 10, 2020, $0.310010 per share, in satisfaction of $100,000 principal and $10,000 accrued interest on the note.
On January 13, 2021, the Company issued 300,000 shares in satisfaction of a 2020 accrual for debt financing cost. On March 5, 2021, the Company issued 25,000 shares to an employee as compensation.
On August 16, 2021, the Company recognized a $17,484,728 capital contribution from the extinguishment of debt. On August 25, 2021, the Company issued 6,000,000 shares in exchange for a $3,400,000 note.
On October 4, 2021, the Company issued 125,000 shares for consulting service compensation.
Between October 15, and December 15, 2021, the Company redeemed 11,397,984 shares pursuant to a stock repurchase agreement (see Note 12).
Between October and December 15, 2021, the Company issued 5,640,004 shares pursuant to subscription agreements at a price of $0.75 per share. These agreements provided for piggyback registration rights on a potential future registration of Company stock. The agreements also provided stock warrants equal to the number of subscribed shares. These warrants can be exercised at a price of
22
$1.50 per share and expire after one year. No allocation of proceeds was made to the warrants since the subscribed shares of common stock were issued at a price below that of the publicly traded shares.
On December 30, 2021, the Company issued 200,000 shares pursuant to an agreement to acquire 100% of the membership interest in Day Dreamer Production, LLC.
On December 31, 2021, the Company issued 400,000 shares to acquire equipment in Beaver, WA.
NOTE 10 – LEASES
A lease is defined as a contract that conveys the right to control the use of identified tangible property for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASC Topic 842 which primarily affected the accounting treatment for operating and finance lease agreements in which the Company is the lessee including Company leases of vehicles and equipment for use in the storm and disaster recovery work. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases with initial lease terms of twelve months or less (deemed immaterial) on the accompanying consolidated balance sheets.
ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on the effective interest plus: for finance type leases, straight-line amortization of the asset’s original ROU over its lease term; or, for operating leases, the effective amortization on the lease liability. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
When measuring lease liabilities for leases that were classified as operating and financing leases as of January 1, 2019, NSR LLC discounted lease payments using its estimated incremental borrowing rate of 10% at January 1, 2019. From April 2020, to September 2021, MM entered into operating leases using its incremental borrowing rate of 4% to discount lease payments. Since October 2021, MM uses a 6% incremental borrowing rate.
The following table presents supplemental lease information:
Lease cost Finance lease cost
Amortization on ROU assets
Interest on lease liabilities Operating lease cost
Short-term lease cost Total lease cost
Cash paid for amounts included in the measurement of lease liabilities for:
Finance leases: Financing cash flows
Operating leases: Operating cash flows
Weighted-average remaining lease term: Finance leases
Operating leases Weighted-average discount rate:
Finance leases Operating leases
Three Months Ended
Year Ended
January 1, 2022
$ 17,792 4,120 65,098 28,876 $115,886
$ 23,366 $ 65,098
January 2, 2021
$ 20,301 9,327 17,806 73,114 $120,548
$ 23,366 $ 17,806
January 1, 2022
$ 71,169 19,275 177,034 387,517 $654,995
$93,465 $ 177,034
1.8 years 4.3 years
10.0% 4.3%
January 2, 2021
$ 79,273 30,707 36,371 457,085 $603,436
$103,768 $ 36,371
2.2 years 1.9 years
10.0% 5.0%
23
Supplemental balance sheet information related to leases is as follows:
Financial Statement Line Item
ROU asset
Current portion of lease liability
Lease liabilities, net of current portion
January 1, 2022
Jan 2, 2021
113,854 199,684 313,538
58,478
74,190 132,668
55,376 151,952 207,328 339,996
Assets:
Operating lease assets Finance lease assets Total leased assets
Liabilities: Current:
Operating lease assets Finance lease assets
Non-current
Operating lease assets Finance lease assets
Total lease liabilities
$ $
$
$
848,840 128,515 977,355
183,874 65,312 249,186
664,966 86,639 751,605 1,000,791
$ $
$
$
As of January 1, 2022, remaining maturities of lease liabilities were as follows: Finance
Operating 216,600
168,570 139,469 107,969 106,553 220,235 959,396
(110,556) 848,840
2022
2023
2024
2025
2026
2027
Total
Amount representing interest Lease liability
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Legal Claims
$
$ $
77,094 54,172 40,629
- - -
171,895 (19,944) 151,951
$
$ $
and thereafter
The Sustainable Green Team, LTD is currently involved in arbitration with
former service provider of the Company. On October 21, 2020, EMC initiated arbitration against the Company, alleging, among other things, breach of contract related to an agreement entered into between the Company (via NSR LLC) and EMC, in which the Company engaged EMC to provide it with consulting services related to the Company’s capital structure, investor relations strategies, and fundraising plans, including the filing of an S-1 registration statement at some point in the future, in exchange for equity compensation in the Company. EMC seeks relief against the Company in the form of the equity compensation pursuant to the agreement (2,000,000 shares of the Company’s Common Stock) and damages. The Company denies EMC’s allegations, and has also initiated counterclaims against EMC for breach of the agreement by EMC, in which it is seeking damages resulting from EMC’s breach of its duties under the agreement.
In addition, the Company named in its counterclaim to EMC’s claim another similar service provider, Rainmaker Group Consulting, LLC (“Rainmaker”), as a pre-emptive defense against any actions brought by Rainmaker against the Company. Rainmaker engaged by the Company in 2019 to provide similar consulting services as EMC was engaged to provide in exchange for the same compensation (2,000,000 shares of the Company’s Common Stock). The Company alleges that Rainmaker breached its agreement with the Company by not providing the services provided in the agreement between the Company and Rainmaker, and therefore Rainmaker is not entitled to any equity compensation by the Company. The Company has taken this action as a defensive measure against potential (in the Company’s opinion) frivolous lawsuits brought by Rainmaker against the Company.
24
Emerging Markets Consulting, LLC (“EMC”), a
The Company is confident it will prevail in the ongoing arbitration described above being overseen by the American Arbitration Association.
On March 25, 2021, the Company filed a civil complaint in the Ninth Judicial Circuit Court in Orange County, Florida against Ralph Spencer, the former owner and CEO of Mulch Manufacturing, Inc., alleging certain tortious interference with the Company’s business operations and dealings. On April 1, 2021, the Company was granted an Emergency Temporary Injunction by the Ninth Judicial Circuit Court in Orange County, Florida enjoining Mr. Spencer from, among other things, further attempts to interfere with the Company’s business operations. On August 16, 2021, the Company settled this dispute and has released Ralph Spencer from the Emergency Temporary Injunction.
Stock Redemptions
The Company is committed to buying back 40,000,000 shares of its common stock over 24 months beginning in October, 2021, at a price of $0.375 per share.
NOTE 12 – CONCENTRATION OF CREDIT RISK
Cash Deposits
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of January 1, 2022, the excess of the insured limit in one account was $130,930. As of January 2, 2021, the Company had $78,688 in excess of the FDIC insured limit in one account.
Revenues
For the three months ending January 1, 2022, one customer accounted for 19% of revenue. For the year ending January 1, 2022, another customer accounted for 17% of revenue. For the three months and year ended January 2, 2021, there was no customer accounting for more than 10% and one customer accounting for 19% of revenue, respectively.
Accounts Receivable
As of January 1, 2022, one customer accounted for 24% of the Company’s accounts receivable. As of January 2, 2021, one customer accounted for 14% of the accounts receivable.
NOTE 13 – SUBSEQUENT EVENTS
There are no material subsequent events.
25
All those tornado touchdowns created a lot of work for National Storm Recovery. Future revenues for the next quarter.
Check out this article - West End timber mills waking up
The planned production facility will produce a wide range of dimensional and specialty lumber products at the beaver sawmill location and SGTM has secured , modern, highly optimized process machinery for the sawmill operations. Additionally SGTM is currently in the design phase for a state-of-the-art MASS engineered timber production at the Forks Industrial Park featuring a highly automated production utilizing environmentally friendly, formamide free, Nano Adhesive Technology safeguarding our workers, end-users and the environment.
SGTM expects to source primarily Doug Fir and Hemlock from local landowners and the Department of Natural Resources. At full capacity, this mill will have a robust production capacity , with world-class productivity and lumber recovery, and a competitive product mix. In addition to selling lumber, the company plans to sell residual fiber products, including chips and sawdust, to local and international pulp and pellet plants.
Representative Derek Kilmer said “Our region should celebrate this news because it means good, family-wage jobs coming to our community. It means making things here in America - rather than someplace else. It means making the most of a renewable resource by milling the product near the source. And it means re-igniting the milling industry in the heart of the wood basket.”
“For decades Clallam County’s highest private wage sector has been and continues to be -- the timber industry. The reopening of this mill allows our workforce to re-engage in this sector where so many working people are already fully trained. In 2014 when the mill shutdown operations in Forks, 87 high-wage earners lost their livelihoods. Sustainable Green Team will bring those jobs back and we are ready to support it,” said Clallam County Commissioner Bill Peach.
At full capacity the facilities will support an estimated 95 new direct jobs, with average annual salaries of $52,000, plus benefits. Colleen McAleer, the Director of the Clallam County Economic Development Council (EDC) said, “The Clallam EDC estimates the project will also support at least an additional 130 jobs, for a total of 225 prospective new jobs in the North Olympic Peninsula’s region.”
“We are delighted to see an innovative company like Sustainable Green Team embracing one of Washington’s opportunity zones,” said Commerce Director Lisa Brown. “Leaning in to sustainable products and manufacturing is one of many strategies with potential to strengthen communities and rural economies throughout the state.”
“Ever since the closure of the Interfor Mill in 2014 at the same locations, many of the logs have been harvested and trucked off the Peninsula for milling. This loss of value-added processing not only meant fewer high-paying jobs moved out of Clallam County, but it also meant an increase of greenhouse gas emissions due to increased trucking requirements transporting a full log off the Peninsula instead of just the finished, milled product”, said Representative Steve Tharinger, the state’s Capital Budget Chair.
“I anticipate the two mill facilities will reignite the Forks economic sector, but the trickle-down effects will also improve the economy of my entire district,” said Representative Mike Chapman, who represents the area and is also the State’s Chair of the House Rural Development, Agriculture and Natural Resources Committee.
“The level of support and engagement we’ve received from the folks at the Clallam County Economic Development Council, the local community and officials, and the state has been incredible,” said Tony Raynor, CEO of Sustainable Green Team. “Expansion to the West Coast has been a long-term goal of Sustainable Green Team and Clallam County was selected because they were clearly able to demonstrate the opportunity and have been supportive throughout the process. We couldn’t have done it without them.”
Article Link:
https://peninsuladailynews-wa.newsmemory.com/?publink=1a671799b_13483c2
Watch JOIN THE JOURNEY on SGTM's YouTube channel:
Check out procurement expert on SGTM Youtube Channel:
There hasn't been much activity on the board lately, anyway, I just wanted to chime in and say I sold 1000 shares today. I love the stock and believe it is going to be a great investment, at one time I owned a boatload of shares and that is just too many eggs in one basket. So I am rebalancing some of my holdings as I get close to retirement. I just wanted to let you guys know in case you are saying why would anyone sell this stock. I am asking myself that also, but given the way things are looking in the world, I need to move the eggs to more baskets.
Good Luck to Us All
Quarterly earnings report should be released on Tuesday or Wednesday. Should be a great report with all the expansions.
indeed it is a hidden gem, although the valuation may be getting close to valid.
not many profitable OTC companies with low stock counts. (JNSH was another one I commented on this morning)
I am waiting to see if. teh annual results get any attention/SP traction and the impacto of the weird merger of the video production company (fits in so well with mulch manufacturing) that seemed to be a gesture for a friend.
one of the few businesses where you get paid to collect some of your feedstock.
What is going on with this stock it has a pretty small share structure with very limited liquidity. Almost no trading, but the Financials look great
10 100 lot trades.
Sombody likes this.
A good volume day today could push SGTM between $13 and $14. No up-listing yet.
Followers
|
408
|
Posters
|
|
Posts (Today)
|
0
|
Posts (Total)
|
83053
|
Created
|
08/11/06
|
Type
|
Free
|
Moderators |
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |