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I wonder who signed that loan, wasn’t it Ms. Mars?
At the price SGTM is trading , $8.00, the reverse split wouldn’t matter. $3.00 is the minimum to uplift to NASDAQ. Good possibility there won’t be a reverse, but a forward split of 2 for 1. Imo
I noticed on my Proxy Vote that RXMD has until February 16, 2023 to effect the R/S. Plenty of time to get the share price considerably higher.
The $215,000 is not due on December 28, Scott has the option to pay it off by that date otherwise there will be more dilution.
From 3rd Quarter financials!
There should be an upcoming proxy vote coming in the near future.
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.
Ok who was the “ shareholder who enabled RXMD to deliver love to 1000 turkey dinners “?
How can you tell it’s not working. Screenshot means nothing.
Just read CVS is closing 900 stores over the next 3 years.
That 40 million shares is all restricted stock. Glad to see the company buying back shares with the profits, maybe a dividend is in the future.
Can we get this stickied for the proxy vote. I received mine this morning from Schwab.
News out !!!
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Forward Forward
Progressive Care Reports Financial and Operational Highlights for Three and Nine Months Ended September 30, 2021
Read more
Net Income Up 137%, EBITDA up 136% Year Over Year. Gross Margins Jump to 30% as Third-Party Services and Testing Show Increased Growth
MIAMI, FL – November 16, 2021 – Progressive Care Inc. (OTCQB: RXMD)(“Progressive Care” or the “Company”), a personalized healthcare services and technology company, is pleased to announce the filing of the Company’s financial performance data for the three and nine months ended September 30, 2021.
Financial Highlights for Three and Nine Months Ended September 30, 2021
Consolidated Net Revenues were $9.8 million and $29 million for the three and nine-month periods ended September 30, 2021, respectively.
Gross Margins increased to 30% for the three months ended September 30, 2021, up from 27% compared to the same period in 2020.
EBITDA for the three months ended September 30, 2021was nearly $695k, up 136% year over year.
EBITDA for the nine months ended September 30, 2021was $767k, up 203% from negative EBITDA of ($745k) when compared to the same period in 2020.
340B fees for the three months ended September 30, 2021were $2.1 million, up 8% when compared to the same period in 2020.
COVID-19 testing revenues for the three months ended September 30, 2021were $2.9 million.
Management cites continued strong operational performance in the Company’s 340B pharmacy services and third-party administration services, as well as in providing COVID-19testing services.
Progressive Care’s 340B business continues to excel in 2021: the Company added five new contracts for 340B pharmacy services and third-party administrative services performed for 340B covered entities during the nine months ended September 30,2021.
The growth in these newer revenue streams (340B pharmacy services, third-party administration services and COVID-19 testing services) is driving increased profitability across the Company’s business model, resulting in strong EBITDA growth and a sharp rise in gross margins.
The Company has filed a registration statement on a Form S-1 and is working diligently with its team of SEC attorneys and the Company’s investment banker to complete an uplist to NASDAQ.
The CEO of the Company, Alan Jay Weisberg, stated, “We believe that our year-to-date performance and activities will allow us to finish the year strong. Again, I find it important to communicate our company’s vision. The healthier we make our patients, the more successful our business will be, and we will not lose sight of that vision, with the goal of enhancing and creating more value for our shareholders. I have no doubt in my mind that our investments in technology and talent will provide the type of value the company and its shareholders deserve.”
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.facebook.com/ProgressiveCareUS/
https://twitter.com/ProgressCareUS
PharmCoRx
https://www.facebook.com/pharmcorx/
https://twitter.com/PharmCoRx
ClearMetrX
https://www.clearmetrx.com/
https://www.facebook.com/clearmetrx/
About Progressive Care:
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.
Cautionary Disclosure Regarding Forward-Looking Statements
Forward-Looking 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
?
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I’m one Sierra Gold old timers. I’ve gotten back my investments and more now that the shell merged with SGTM.
I would put a stop loss in to protect your profit. This stock is very volatile. If there’s a correction you can reenter at a lower price.
Look at this way, 89 million shares restricted, held by Mulch Manufacturing, and only 600,000 shares outstanding. This company will need to a share split because of the volatility. I’m up 400% and I have a sell order in at $13.00. And I think it will be executed before the end of the year.
I wouldn’t sell right before up listing. The share price now qualifies them up list to NASDAQ. Rumor is they are trying to complete this process before year end.
Only 1.4 billion was issued this year.
Check the latest quarterly report filed October 5, 2021.
It’s called dilution. I believe it was over a billion
Shares were converted for cash recently and this is what you get, dilution.
There will be no R/S with my votes until the share price is at least .20. RXMD needs to put skin in the game, one way would be retiring shares out of the outstanding with the $2 million in cash on hand. After all, they are going to use some of the IPO funds to pay off debt.
News release!!
Sustainable Green Team Ltd. (SGTM) Secures Purchase Renewal Agreement with The Kroger Co. for Packaged Mulch Products
ORLANDO, Fla., Oct. 12, 2021 (GLOBE NEWSWIRE) -- Sustainable Green Team Ltd. (OTC: SGTM) (“SGTM” or the “Company”), a leading provider of environmentally beneficial solutions, today announced that its wholly owned subsidiary, Mulch Manufacturing Inc., has been awarded a 2022 mulch packaging contract renewal with The Kroger Company’s Louisville, Kentucky, division, continuing the Company’s current contract to supply and service 114 Kroger stores.??
“We are excited to continue our relationship with Kroger again in 2022 and look forward to assisting them with their year-over-year continued sales growth in the Louisville division’s mulch and soil program,” stated Paul Stolly, Mulch Manufacturing’s VP of sales and marketing. “Our recognized brand and quality products keep consumers coming back each year to purchase mulch and soil products from Kroger’s stores.”
About The Kroger Company
The Kroger Company was founded in 1983 and is the largest supermarket by revenue and the second-largest general retailer in the U.S., operating over 2,726 supermarkets and multi-department stores throughout 35 states. To learn more, please visit https://www.thekrogerco.com.
About Sustainable Green Team Ltd. (SGTM)
Sustainable Green Team Ltd. (the “Company”) is a wholesale manufacturer and supplier of wood-based mulch and lumber products, selling directly to mass merchandisers, home centers, hardware stores, nurseries, garden centers, convenience stores, food stores and drug stores, in addition to wholesalers and distributors. The Company also provides arbor care and storm recovery services at the residential, commercial and municipal levels while offering green waste solutions to large- and small-scale waste disposal and recycling companies located throughout the southeastern United States. The Company’s subsidiary, Mulch Manufacturing Inc., is the largest provider of cypress mulch in the country. To learn more, please visit https://mulchmfg.com or feel free to visit SGTM’s YouTube Channel.
The Company plans to expand operations via organic growth and strategic acquisitions, leveraging combined synergies and economies of scale.
SAFE HARBOR ACT: Forward-looking statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations or listing on an exchange — including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions — are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond the Company’s control and may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. No information in this press release should be construed in any manner whatsoever as an indication of the future performance of the Company’s revenues, financial condition or stock price.
Company Contact:?Anthony Raynor?CEO & Director?407.886.8733 Office
Corporate Communications: ?InvestorBrandNetwork (IBN) ?Los Angeles, California ?www.InvestorBrandNetwork.com?310.299.1717 Office?Editor@InvestorBrandNetwork.com
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RXMD. Quiet Period has now ended!!
After three tries, Scott doesn’t answer emails.
SGTM, awesome volume, low float, great potential.
If the government breaks up Google’s monopoly, SEEK could be walking in the front door as being already established. Could be some fantastic growth here, if it’s done right. IMO
There hasn’t been a trade since 10:30.
More great news!!
Sustainable Green Team, Ltd. (SGTM) to Present at LD Micro Main Event on October 13, 2021
ORLANDO, FL., Oct. 04, 2021 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTC: SGTM) (“SGTM” or the “Company”), a leading provider of environmentally beneficial solutions, today announced that Tony Raynor, CEO of SGTM, will be present on behalf of the Company at the LD Micro Main Event investor conference taking place October 12-14, 2021, in-person at the Luxe Sunset Boulevard Hotel, Bel Air in Los Angeles, California.??
Hosted by SRAX, the October LD Micro Main Event is one of the most influential conferences in the small and microcap space featuring roughly 150 companies.
Management is scheduled to host a presentation during the conference as follows and will participate in one-on-one investor meetings throughout the day.
LD Micro Main Event?Date: Wednesday, October 13, 2021?Time: 3:30 p.m. Eastern time (12:30 p.m. Pacific time) - Track 2?Webcast: https://me21.mysequire.com/
A live audio webcast and archive of the presentation will be available using the link to the conference website above. For more information on the LD Micro Main Event, please contact the appropriate conference representative.
About SRAX
SRAX Inc. is a financial technology company that unlocks data and insights for publicly traded companies. Through its premier investor intelligence and communications platform, Sequire, companies can track their investors behaviors and trends and use those insights to engage current and potential investors across marketing channels. For more information on SRAX, visit srax.com and mysequire.com.
About LD Micro
LD Micro was founded in 2006 with the sole purpose of being an independent resource in the micro-cap space. What started out as a newsletter highlighting unique companies transformed into several virtual and in-person events hosted annually and positioned LD Micro as a leader in small- and micro-cap conferences. With the recent SRAX acquisition, LD gained access to the largest active base of micro-cap investors in the world at over five million and counting. For more information on LD Micro, visit ldmicro.com.
About Sustainable Green Team, Ltd. (SGTM)
The Sustainable Green Team, Ltd. (the Company) is a wholesale manufacturer and supplier of wood-based mulch and lumber products, selling direct to mass merchandisers, home centers, hardware stores, nurseries, garden centers, convenience, food, and drug stores, in addition to wholesalers and distributors. The company also provides arbor care and storm recovery services at the residential, commercial, and municipal level while offering green waste solutions to large and small-scale waste disposal and recycling companies located throughout the southeastern United States. Its subsidiary, Mulch Manufacturing, Inc. is the largest provider of cypress mulch in the country. To learn more, please visit https://mulchmfg.com or feel free to visit SGTM’s YouTube Channel.
The Company plans to expand operations via organic growth and strategic acquisition, leveraging combined synergies and economies of scale.
SAFE HARBOR ACT: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on an exchange — including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions — are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, and which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether because of new information, future events or otherwise. No information in this press release should be construed in any matter whatsoever as an indication of the future performance of the Company’s revenues, financial condition, or stock price.
Company Contact:?Anthony Raynor?CEO & Director?407.886.8733 Office
Corporate Communications:?InvestorBrandNetwork (IBN)?Los Angeles, California?www.InvestorBrandNetwork.com?310.299.1717 Office?Editor@InvestorBrandNetwork.com
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With the upcoming global satellite phones coming online, this is where RXMD should channel their telegraph coverage.
https://apple.news/Ac9JfzMi_T4uiRhEDiYW6AQ
More great news!!
Sustainable Green Team, Ltd. (SGTM) Upgrades Facilities with Robotic Automated Equipment, Increasing Productivity Output
ORLANDO, Fla., Sept. 28, 2021 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTC: SGTM) (“SGTM” or the “Company”), a leading provider of environmentally beneficial solutions, today announces that its wholly owned subsidiary, Mulch Manufacturing, Inc., has upgraded its Central Florida and Georgia facilities with advanced robotic, automated equipment which allows the Company to increase productivity output. The new equipment is one of the many improvements done prior to the ?slated upgrades for 2022’s Homerville, Georgia, facility announced earlier this month.???
Central Florida’s Apopka facility upgraded its current stretch wrapper with a new semi-automatic stretch wrapper. This upgrade greatly improves packaging, product protection for shipping, and increases overall efficiency.
Mulch Manufacturing, Inc.’s Central Florida Plant Manager, Tim Yoder, comments, “We are always looking for ways to improve the shipment of our high-quality product and Lantech's semi-automatic wrapper is just what we needed! This will allow us to wrap more loads an hour.”
The Company also upgraded its Homerville, Georgia, location, with the purchase of a robotic, automated palletizer with pallet dispenser, slip sheet dispenser, and automatic stretch wrapper with top sheet dispenser. This will increase productivity output.
Brian Meier, Mulch Manufacturing, Inc.'s Sawmill general manager, states, “Hamer proprietary Easy Pic TM operator HMI software simplifies operation for the robotic palletizer and makes operator training quick and easy. With Easy Pic TM, the operator uses a simple touch screen to adjust current pallet patterns and create new patterns. No more working with complex robot control pendants and hours of training for every operator.”
Tony Raynor, SGTM’s CEO & director, concludes, “Investing in advanced equipment will not only increase efficiencies and production, but will also lead us to overall sustainability through higher yields, utilizing less resources.”
View day-to-day operations and meet SGTM’s team by following their YouTube Channel.
About Sustainable Green Team, Ltd. (SGTM)
The Sustainable Green Team, Ltd. (the Company) is a wholesale manufacturer and supplier of wood-based mulch and lumber products, selling direct to mass merchandisers, home centers, hardware stores, nurseries, garden centers, convenience, food and drug stores, in addition to wholesalers and distributors. The company also provides arbor care and storm recovery services at the residential, commercial, and municipal level while offering green waste solutions to large and small-scale waste disposal and recycling companies located throughout the southeastern United States. Its subsidiary, Mulch Manufacturing, Inc. is the largest provider of cypress mulch in the country. To learn more, please visit https://mulchmfg.com
The Company plans to expand operations via organic growth and strategic acquisition, leveraging combined synergies and economies of scale.
SAFE HARBOR ACT: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on the CSE — including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions — are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, and which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. No information in this press release should be construed in any matter whatsoever as an indication of the future performance of the Company’s revenues, financial condition or stock price.
Company Contact:?Anthony Raynor?CEO & Director?407.886.8733 Office
Corporate Communications: ?InvestorBrandNetwork (IBN) ?Los Angeles, California ?www.InvestorBrandNetwork.com?310.299.1717 Office?Editor@InvestorBrandNetwork.com
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News update!!
Sustainable Green Team, Ltd. (SGTM) Recruits David B. Hurst, an Agriculture and Engineering Veteran, to Assist in Soil Manufacturing Operations and Potential Pigment Production Efforts
ORLANDO, Fla., Sept. 22, 2021 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTC: SGTM) (“SGTM” or the “Company”), a leading provider of environmentally beneficial solutions, today announces that David B. Hurst, an agriculture and engineering veteran, has joined the Company to assist in its soil manufacturing operations and potential pigment production efforts. Hurst was recruited shortly after the Company acquired a custom potting soil production system that is currently being installed at SGTM’s northern Florida facility.??
David B. Hurst’s Background:
Broad experience in engineering, production and management, with cross-culture exposure in the infrastructure, energy, agriculture, aerospace, metallurgical and poly-metallic mining sector.
Over 30 years of experience in independent engineering and technical level project assessments.
Industrial sales experience including proposal development, demonstrations, technical integration, contract negotiation, bid procedures and intensive customer support.
Engineering specialization in material and mineral processing, thermodynamics, machine design and equipment selection.
International deployment and extensive field experience.
Talent for assembling project teams with complementary strengths in management, engineering, sales and ancillary support functions.
Hurst will be working alongside Mitch Gray, the Company’s soil expert and formulator with more than 40 years of experience producing premium quality potting soil mix, to ensure that the new soil manufacturing machines operate efficiently to maximize quality and output to Gray’s standards. In addition to assisting in the Company’s new soil manufacturing operations, Hurst will be examining potential new pigment colorant production opportunities on behalf of the Company. If the right opportunity presents itself, the Company would ideally be able to source its own pigment material utilized to color its patented mulch, further increasing finished product profit margin and overall sustainability.
Tony Raynor, CEO of SGTM added, “Having both Mitch Gray and David Hurst guiding our team is key to our new soil manufacturing and distribution. I feel that we have the best in the industry to lead us to manufacture top premium quality potting soils for sale to the consumer through our retail partners. From the outset, our goal has been to provide the consumer with quality products that will help foster an enjoyment of gardening and lawn care with products that are better and healthier for the plant, people and pets. We strive to use premium quality ingredients that are processed and blended in a way to promote optimum health and growth in every part of the plant, thereby producing stronger, healthier, more attractive vegetation.”
View day-to-day operations and meet SGTM’s team by following their YouTube Channel.
About Sustainable Green Team, Ltd. (SGTM)
The Sustainable Green Team, Ltd. (the Company) is a wholesale manufacturer and supplier of wood-based mulch and lumber products, selling direct to mass merchandisers, home centers, hardware stores, nurseries, garden centers, convenience, food and drug stores, in addition to wholesalers and distributors. The company also provides arbor care and storm recovery services at the residential, commercial, and municipal level while offering green waste solutions to large and small-scale waste disposal and recycling companies located throughout the southeastern United States. Its subsidiary, Mulch Manufacturing, Inc. is the largest provider of cypress mulch in the country. To learn more, please visit https://mulchmfg.com
The Company plans to expand operations via organic growth and strategic acquisition leveraging combined synergies and economies of scale.
SAFE HARBOR ACT: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on the CSE — including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions — are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, and which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. No information in this press release should be construed in any matter whatsoever as an indication of the future performance of the Company’s revenues, financial condition or stock price.
Company Contact:?Anthony Raynor?CEO & Director?407.886.8733 Office
Corporate Communications: ?InvestorBrandNetwork (IBN) ?Los Angeles, California ?www.InvestorBrandNetwork.com?310.299.1717 Office?Editor@InvestorBrandNetwork.com
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Circle-K contract is renewed and increased.
Sustainable Green Team, Ltd. (SGTM) Secures Purchase Renewal Agreement with Circle K Stores, Inc.
ORLANDO, Fla., Sept. 21, 2021 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTC: SGTM) (“SGTM” or the “Company”), a leading provider of environmentally beneficial solutions, today announces that its wholly owned subsidiary, Mulch Manufacturing, Inc., has obtained 2022’s mulch contracts from Circle K Stores, Inc. (“Circle K”), renewing its 2021 contract.??
Circle K’s renewal was obtained shortly after Minards, Inc.’s renewal for packaged mulch products, with over a 50% increase for 2022 compared to this year’s contract, as well as for packaged mulch products and services, and OldCastle APG, Inc.’s packaging agreement for 1,500,000 mulch bags, all secured so far within the month of September 2021 for the year 2022.
Circle K Stores, Inc. is an international chain of convenience stores with 9,799 stores in North America, 2,697 stores in Europe and an additional 2,380 stores operating under franchise agreements worldwide. (Learn more)
The renewed Circle K mulch contract is very similar to what it’s been from to year to year for approximately 371 stores within Kentucky, Indiana, Illinois, Missouri, Ohio, Michigan, Pennsylvania and West Virginia.
“We are very pleased to be renewing all of these recent contracts for 2022. These renewed agreements validate the trust our valued partners have in our quality products and services in a competitive industry,” commented Paul Stolly, Mulch Manufacturing’s vice president of sales.
View day-to-day operations and meet SGTM’s team by subscribing to the Company’s YouTube Channel.
About Sustainable Green Team, Ltd. (SGTM)
Sustainable Green Team, Ltd. (the Company) is an emerging provider of environmentally beneficial solutions for preserving natural resources, as well as for the municipal waste and recycling industries. The Company is a wholesale manufacturer and supplier of wood-based mulch and lumber products, primarily in the Midwest, Southeast and Ohio Valley regions. The Company also provides arbor care and storm recovery services to municipalities, corporations and consumers, primarily in the southeastern United States.
The Company plans to expand its operations through a combination of organic growth and strategic acquisitions that are both accretive to earnings and positioned for rapid growth from the resulting synergistic opportunities identified. The Company’s customers include governmental, residential and commercial clients.
Mulch Manufacturing, Inc.
Mulch Manufacturing, Inc. (“MMI”) is the largest provider of cypress mulch in the country. It continues to provide quality products to the lawn and landscape industry. To learn more, please visit https://mulchmfg.com.
SAFE HARBOR ACT: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on the CSE — including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions — are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control and which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. No information in this press release should be construed in any matter whatsoever as an indication of the future performance of the Company’s revenues, financial condition or stock price.
Company Contact:?Anthony Raynor?CEO & Director?407.886.8733 Office
Corporate Communications: ?InvestorBrandNetwork (IBN) ?Los Angeles, California ?www.InvestorBrandNetwork.com?310.299.1717 Office?Editor@InvestorBrandNetwork.com
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I see their future expansions include Texas and the West Coast. Western US has a lot of burnt trees to harvest and process, like 20 years worth. SGTM should be a 100 million dollar within a few years.
I’m curious how the revenues increased by over $1 million. It’s finally generating $$$.
Update!!
Good Evening,
We have completed and published all of the required financial documents needed to comply with the new SEC rule changes. The last piece is to post the Lawyer Letter. We are working with our attorney right now to complete and file that final document.
News update!!
Sustainable Green Team, Ltd. (SGTM) Acquires a Custom Potting Soil Production System, Diversifying its Product Offering
ORLANDO, Fla., Sept. 20, 2021 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTC: SGTM) (“SGTM” or the “Company”), a leading provider of environmentally beneficial solutions, today announces that it has acquired a custom potting soil production system manufactured by Mitchell Ellis Products, Inc. to diversify its product offering.??
The acquisition took place during the week that the Company signed the LOI to acquire Day Dreamer Productions, LLC. to offer in-house video production and marketing content to accounts while providing optimal brand exposure.
Mitchell Ellis Products Inc. was founded in 1977 and has provided machinery for potting soil, nursery, and greenhouse markets for over 44 years (Learn more).
The primary production line consists of an Automated Inline Continuous Soil Blending System. There are four main bulk receiving hoppers that will accurately dispense the major ingredients such as peat moss, composted pine bark, perlite, vermiculite, etc. into a primary conveyor. Two minor ingredient hoppers will also dispense a variety of customizable fertilizer compositions onto the conveyor.
The system is designed to have a nominal production rate of 120 cubic yards per hour. Additional support equipment can be easily integrated that will greatly expand the throughput capacity and the ability to blend additional custom ingredients.
The production line will allow full control over the Company’s blending processes, thereby ensuring the proper ingredient formulations with superior precision and speed. Specific formulations will be pre-programmed and can be produced with the push of a button via the automated touchscreen controls and custom software.
In addition to the primary continuous production line, there is also a Batch Blending System. This will allow SGTM to easily produce custom soil and substrate formulations for its internal research and development programs along with custom batches for growers and retail clients.
The batch mixer was designed to be a high production machine for mixing nearly all types of soil. For example, it can mix a specific batch in 2-4 minutes, discharging in 90 seconds - faster than a spiral mixer and more compact than SGTM’s full-sized continuous soil mix systems. It will also provide SGTM with extreme flexibility as it has a rear door for hand loading bag materials or peat moss bales. With the back door closed SGTM can use its front-end loaders to fill the machine with bulk materials.
“This will not only increase our speed and efficiency, but the integration of this system allows us to significantly increase our product offering within our soils division. The newly acquired soils production system will enable us, with greater confidence, to meet the needs of our customers who’ve asked to purchase a wider variety of products from us outside of mulch,” added Tony Raynor, CEO of Sustainable Green Team.
The production system also includes a Coir Processing Component that can be integrated into either blending system, or as a standalone unit. This will break compressed coir bricks, bales or slabs apart. Some refer to this product as coconut coir, coir pith, or coco peat. Many growers have recognized that coir can be used as an amendment or even as a whole growing media. Coir has been around for some time, but it has been problematic to break apart without damage to the fibers. Sustainable Green Team’s process is gentle and simply rubs the coir apart in a dry state, providing the ultimate product condition for soil blending or direct bagging.
The final soil production components all relate to the Company’s bagging operations. It consists of an Integrated Bagger with a four cubic-yard surge hopper featuring foot controls and timer mechanisms for ease of operation and consistent filling ability. Since customers’ bagging needs may vary, soil chutes are custom-made to fill each requirement. Extra bagging capabilities exist with a Twin Fill Bulk Bag (Supersack) Station for larger capacities and a dual-head, small-product bagging line for small container requirements.
Upon its arrival at one SGTM’s Florida facility, the equipment will be assembled, commissioned and calibrated per the manufacturer’s specifications. While this system allows SGTM the ability to immediately begin production of premium potting soil and substrates, the Company is actively moving forward with the design and engineering of additional, large-scale, soil blending operations.
View day-to-day operations and meet SGTM’s team by following their YouTube Channel.
About Sustainable Green Team, Ltd. (SGTM)
The Sustainable Green Team, Ltd. (the Company) is an emerging provider of environmentally beneficial solutions in preserving natural resources, as well as the municipal waste and recycling industry. The Company is a wholesale manufacturer and supplier of wood-based mulch and lumber products, primarily in the Midwest, Southeast and Ohio Valley regions. The Company also provides arbor care and storm recovery services to municipalities, corporations and consumers, primarily in the southeastern United States.
The Company plans to expand its operations through a combination of organic growth and strategic acquisitions that are both accretive to earnings and positioned for rapid growth from the resulting synergistic opportunities identified. The Company’s customers include governmental, residential and commercial clients.
Mulch Manufacturing, Inc.
Mulch Manufacturing, Inc. (“MMI”) is the largest provider of cypress mulch in the country. It continues to provide quality products to the lawn and landscape industry. To learn more, please visit https://mulchmfg.com.
SAFE HARBOR ACT: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on the CSE — including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions — are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, and which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. No information in this press release should be construed in any matter whatsoever as an indication of the future performance of the Company’s revenues, financial condition or stock price.
Company Contact:?Anthony Raynor?CEO & Director?407.886.8733 Office
Corporate Communications: ?InvestorBrandNetwork (IBN) ?Los Angeles, California ?www.InvestorBrandNetwork.com?310.299.1717 Office?Editor@InvestorBrandNetwork.com
?
Recent filings!!
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
3903 Northdale Blvd. Tampa, FL 33624
727-417-7807 www.TheDirectory.com SG@TheDirectory.com 7311
Quarterly Report
For the Periods Ending: 2/28/21 and 2/28/2020 (the “Reporting Period”)
As of 9/20/2021, the number of shares outstanding of our Common Stock was: 14,475,806,289
As of the year ending 11/30/2020, the number of shares outstanding of our Common Stock was: 13,048,683,725
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 Control1 of the company has occurred over this reporting period:
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming 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;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
1
Yes: ? No: ?
1) Name and address(es) of the issuer and its predecessors (if any)
Terzon Corporation Effective 1984
Candy Stripers Candy Effective 1984
Piedmont, Inc. Effective January 1998
US Biodefense, Inc. Effective May 2003
Elysium Internet, Inc. Effective May 2008
TheDirectory.com, Inc. Effective 2011
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):
Utah
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:
None
The address(es) of the issuer’s principal executive office:
3903 Northdale Blvd. Tampa, FL 33624
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
2) Security Information
Class of Securities: Common CUSIP Number: 88337U102 Trading Symbol: SEEK.PK
Par Value: .001
Total shares authorized:
Total shares outstanding:
Number of shares in the Public Float2: Total number of shareholders of record:
30,000,000,000 as of date: 09/20/2021 14,475,806,289 as of date: 09/20/2021 14,418,293,974 as of date: 09/20/2021 648 as of date: 09/20/2021
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
Standard Registrar and Transfer Company, Inc. 12528 South 1840 East
Draper, UT 84020
Phone (801) 571-8844
Fax (801) 571-2551
Is the Transfer Agent registered under the Exchange Act?3 Yes: ?
3) Issuance History
None
Class of Securities: Series A Preferred None
.001
1,200,000
540,000
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
2 “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.
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
as of date: 09/20/2021 as of date: 09/20/2021
No: ?
3
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 11/30/2020 Common: 13,048,683,725 Preferred: 540,000
Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
*Right-click the rows below and select “Insert” to add rows as needed.
Date of Transaction
Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided
Restricted or Unrestricted as of this filing.
Exem ption or Regist ration Type.
March 11, 2021
New Issuance
.000165
Auctus Fund, LLC Lou Posner
Debt Conversion
April 21, 2021
500,000,000
Common
Yes
Unrestricted
144
Auctus Fund, LLC Lou Posner
Debt Conversion
New Issuance
238,636,364
Common
.000165
Yes
Unrestricted
144
New Issuance
688,486,200
Common
.000165
Yes
Auctus Fund, LLC Lou Posner
Debt Conversion
May 10, 2021
Unrestricted
144
Shares Outstanding on Date of This Report:
Ending Balance:
Date 9/20/2021 Common: 14,475,806,289 Preferred: 540,000
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:
The Auctus Note is paid in full.
4
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: ?
8/04/2014 $18,000 $47,500 N/A 8/04/2015 45% Discount LG Capital Joseph Loan Lerman
Use the space below to provide any additional details, including footnotes to the table above:
Date of Note Issuance
Outstandin g Balance ($)
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.)
06/28/2021
$300,000
$300,000
N/A
N/A
25% Discount or cash buyout option
Typenex, LLC John Fife
Loan
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)4:
Name:
Title:
Relationship to Issuer:
Scott Gallagher COB/CEO/CFO Officer/Director
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
5
TheDirectory.com, Inc. Financial Statements Table of Contents
Consolidated Balance Sheets 6 Consolidated Statements of Operations 7 Consolidated Statements of Stockholders’ Equity/ (Deficit) 8 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 10
6
Cash and cash equivalents
Accounts receivable
Total Current Assets
Property and Equipment, Net
Other Assets
Amortizable Intangible Assets, net
Nonamortizable Intangible Assets
Deposits
Total Assets
Total Other Assets
TheDirectory.com, Inc.
Liabilities and Stockholders' Equity (Deficit)
Balance Sheets
February 28, 2021 and November 30, 2020
Assets 2021
$-$-
--
--
--
--
$-$-
-
-
-
2020
Current assets
-
-
-
Accounts payable and accrued expenses
Accrued Consulting Fees
Accrued interest payable and penalties on notes payable
Notes payable
Notes payable to related parties
Total current Liabilites
Total liabilities
4,127,482 5,775,237
Stockholders' equity:
Preferred stock, 1,200,000 share authorized, $.001 par value,
540,000 shares issued and outstanding at February 28, 2021
and November 30,2020
Common stock 30,000,000,000 shares authorized, $.001 par value,
13,048,683,725 shares issued and outstanding
at February 28, 2021 and November 30,2020
Additional paid in capital
Accumulated deficit
$
63,000
625,000
449,262
2,990,220
4,127,482
13,048,683
(17,176,165)
-
$
60,000
600,000
625,017
4,490,220
5,775,237
13,048,683
(18,823,920)
-
Total stockholders' equity (deficit)
Total Liabilities and stockholders' equity (deficit)
(4,127,482) (5,775,237)
$
7
--
REVENUES
OPERATING EXPENSES:
Cost of revenues
Sales and marketing
Consulting fees
General and administrative
Research and development
Amortization of intangibles
TheDirectory.com, Inc.
Statements of Operations For The Three Months Ended
February 28, 2021 and February 28, 2020
$
Three Months Ended February 28th
2021 2020
25,000
3,000
-
-
-
-
-
$
25,000
3,000
-
-
-
-
Total operating expenses
28,000
$ 1,647,755
13,048,683,725
28,000
(39,750)
13,048,683,725
Income (Loss) from operations
OTHER INCOME (EXPENSE)
Other Income-One Time Non Cash Gain
Interest expense
NET INCOME (LOSS)
Basic & Diluted weighted average number of shares outstanding
Basic Earnings per share
(28,000)
1,687,505
(11,750)
-
28,000
(11,750)
-
$--
8
Cash flows from operating activities:
Net income (loss)
Accrued consultanting fees
Cash flows from investing activities:
Unaudited Statement of Cash Flow
For the Three Month Periods Ending February 28
Change in operating assets and liabilities:
Interest Notes Payable
Accounts payable and accrued expenses
Total cash flows from operating activities
1,699,505 12,000
--
--
$--
Payment of rental deposits
Purchase of office equipment
Purchae of software enhancements
$
2021 2020
1,647,755
25,000
11,750
15,000
-
-
-
-
-
-
-
-
-
$
(39,750)
25,000
11,750
15,000
12,000
-
-
Purchase of domain names
Cash flows from financing activities:
Financing fees paid
Total cash flows from investing activities
Advances from (repayments to) individuals, net
Advances from (repayments to) related parties, net
Total cash flows from financing activities
Increase (decrease in) cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
-
-
-
-
-
-
-
-
-
1,699,505
-
9
Balance November 30, 2020
Stock issued for debt and interest
Stock issued for financing fees
Net income for the period ended
February 28th 2021
540,000
-
-
-
-
TheDirectory.com, Inc.
Statements of Stockholders' Equity
For The Three Month Ended February 28, 2021 and 2020
Preferred Stock Common Stock Additional Accumulated
Shares Amount Shares Amount Paid-In Capital Deficit Total
$
540
13,048,683,725
-
$
13,048,683
-
$
-
-
$
(18,823,920)
1,647,755
-
-
$
(5,775,237)
1,647,755
-
-
Balance at February 28, 2021 540,000 $ 540 13,048,683,725 $ 13,048,683 $ - $ (17,176,165) $ (4,127,482)
TheDirectory.com, Inc. Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
TheDirectory.com, Inc. (the “Company”), incorporated under the laws of the State of Utah in June 1983 as Teal Eye, Inc. Subsequently, in 1984, the Company then merged with Terzon Corporation and changed its name to Terzon Corporation. In September 1984, the Company changed its name to Candy Stripers Corporation, Inc. In 1986, the Company ceased the candy manufacturing operations and filed for Chapter 11 bankruptcy protection. After emerging from bankruptcy in 1993, the Company remained dormant until it changed its name to Piedmont, Inc. on January 6, 1998. On May 31, 2003, the Company changed its name to US Biodefense, Inc.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable and deferred revenues, the carrying amounts approximate fair value due to their short maturities.
Leases
10
The Company leases office facilities under a month to month agreement.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel and related expenses for executive, legal, finance, human resources and corporate communications, including wages, benefits, bonuses and stock- based compensation, professional fees, insurance premiums and other expenses, including occupancy, technology and other direct overhead, public company costs and other corporate expenses.
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potential dilutive shares outstanding during the period, to the extent such shares are dilutive. Potential dilutive shares are composed of incremental common shares issuable upon the exercise of stock options, warrants and unvested restricted shares using the treasury stock method and convertible preferred stock under the if- converted method, where such conversions are dilutive.
Note 2 – Going Concern
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit and net loss for the periods ended November 30, 2020. The net income for the three month period ended February 28, 2021 was related to the write off of certain debt obligations, interest and fees management determined were no longer due based on information and belief. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to further implement and expand its business plan to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations if revenue does not grow to levels to support ongoing expenses. While the Company believes in the viability of its business plan to expand operations and generate sufficient revenue and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue, profits and its ability to raise additional funds by way of a public or private offering.
Note 3- Notes Payable
A summary of convertible notes payable balance as of September 13, 2021
8/04/2014 $18,000 $47,500 N/A 8/04/2015 45% Discount LG Capital Loan Joseph Lerman
06/28/2021
$300,000
$300,000
N/A
N/A
25% Discount with Cash Buyout Option
Typenex, LLC John Fife
Loan
To the best of management’s knowledge:
11
LG Capital is owned by Joseph Lerman
Typenex is owned by John Fife
On June 28th 2021, the Company entered into a settlement agreement regarding the Typenex note. The new terms include a cash buyout option of the entire note for $215,000 by December 28, 2021 with no shares being issued.
The Company is attempting to contact LG Capital regarding the LG Note.
The Company is continuously evaluating all contracts, service agreements, debt obligations, interest and fees charged associated with all outstanding and future notes & contracts in light of recent accounting changes regarding notes and the industry wide SEC actions relating to non-registered dealers and other misrepresentations and how these types of actions may have affected the Company and its shareholders. During the period ending February 28, 2021 the Company wrote down certain debt obligations, interest and fees based on information and belief that management determined were no longer due. As a result of these actions the Company took a one-time non-cash gain of $1,687,505 for the extinguishment of debt, interest and fees it was overcharged related to previous contracts and agreements.
Note 4 – Stockholders Equity
Common Stock
The Company is authorized to issue up to a total of thirty billion (30,000,000,000) shares of common stock, par value $0.001 per share. The shares of common stock are non-assessable, without preemption rights, and do not carry cumulative voting rights. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive dividends if, as and when declared by the Board of Directors.
There were no common or preferred shares issued during the periods ending November 30, 2020 and February 28, 2021.
Series A Preferred Stock
The Company is authorized to issue up to a total of one million, two hundred thousand (1,200,000) shares of preferred stock, par value $0.001 per share, without stockholder approval. The Board of Directors has the authority, without action by the stockholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series. As of November 30, 2019 and 2020, the Company had 540,000 Series A Convertible Preferred shares issued and outstanding. For each share of Series A Convertible Preferred Stock, the holder will receive 50,000 shares of common stock upon conversion. As of November 30 2020 and the period ending February 28, 2021 our CEO Mr. Scott Gallagher owned 540,000 Series A Preferred shares.
5) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the following:
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
12
The Company is developing and managing a network of local business search engines and tools set. Its core products and services comprised of two distinct categories.
Consumer Search Engines; In this category the company provides consumers with free access to a network of verified and unverified small business listings. The company’s primary consumer search engine is TheDirectory.com. It also owns and operates other vertical search engines such as:
TopRankedPodiatrist.com TopRankedChiropractor.com TopRankedLawFirms.com TopRankedNailSalons.com and others
Small Business Services; In this category the company provides a suite of integrated tools and services to small businesses designed to help them run and grow their business. The company provides small businesses with custom websites and landing pages, social media content creation and management, review generation and management, list building and management services, listings management, digital and traditional advertising and other related services.
The goal of the company is to integrate all of these tools and services into one search engine, TheDirectory.com.
B.
C.
Please list any subsidiaries, parents, or affiliated companies. None
Describe the issuers’ principal products or services.
Products
The company’s primary digital products are its consumer search engine TheDirectory.com and its network of vertical search engines;
TopRankedPodiatrist.com TopRankedChiropractor.com TopRankedLawFirms.com TopRankedNailSaolns.com and others
Services
The company provides a set of integrated digital tools and services. Its core services include;
Custom Websites and Landing Pages
Social media content creation and management
Review generation and management
Directory and e-mail list building and management services SEO, SEM and Paid Search Services.
Issuer’s Facilities
6)
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
13
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.
The company leases office space in Tampa, Florida on a month to month basis. The facility has capacity to expand if so desired.
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.
Scott Gallagher - Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors
Mr. Gallagher has served as our President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors since January 10, 2008. During his thirty year business career, Mr. Gallagher founded and served as an officer and director of both public and privately held companies over the course of his career. He has been involved in digital marketing and the Internet space since its beginning in the 90’s. He has built several companies from the ground up. One of those companies started at zero in sales and in a few years grew to over $7 million in annual revenue.
Mr. Gallagher previously held SEC licenses series 7, 63 and 24, all of which were retired in good standing.
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
Affiliation with Company (e.g. Officer Title /Director/Owner of more than 5%)
Residential Address (City / State Only)
Number of shares owned
Share type/class
Ownership Percentage of Class Outstanding
Note
8)
A.
Scott COB/CEO/CFO Tampa, Florida 540,000 Series A 100% Gallagher Preferred
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
14
B.
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.
Though the company does not feel this action is material based on the contractual terms, its feels a brief description is warranted.
On October 18th, 2018 the company and its CEO Mr. Scott Gallagher were served a compliant by Don’t Look Media and its owner Mr. Louis Spagnuolo relating to a simple domain name asset purchase agreement between the company and DLM (see Hillsborough county case # 18-CA-010265). The filing of the motion itself was a breach of contract as the underlying contract carries an arbitration clause. The Company filed a motion to dismiss the matter on November 20, 2018. That motion is still pending in the Hillsborough County court system. Several parties named in the lawsuit have already had the case dismissed. Since the filing, the company discovered that Mr. Spagnuolo and his attorney Mr. Jay Farrow have filed a series of serial actions with very similar outrageous claims against multiple individuals, companies and the family of the owners. Since the action against the company was filed, both Mr. Spagnuolo and his attorney Jay Farrow and others involved in their actions have been sued in Seminole county court by the Insurance Office of America for Defamation, Tortious Interference and Abuse of Process (see Seminole county case # 2020CA000725). The company is currently evaluating whether or not to seek monetary damages relating to the damage to shareholder value caused by the actions of Mr. Spagnuolo and his attorney Jay Farrow and the comments made in online chat rooms by Mr. Spagnuolo defaming the company. Mr. Gallagher is notifying the Florida Bar of this matter as well. To date the company has not determined its future course of action other than seeking the dismissal of the case.
Third Party Providers
9)
Please provide the name, address, telephone number and email address of each of the following outside providers:
15
Securities Counsel
Name: Firm: Address 1: Address 2: Phone: Email:
Jackson Morris
3116 West North A Street
813-874-8854 Jackson.Morris@Verizon.net
Accountant or Auditor Name: None Investor Relations
None
10) Issuer Certification Principal Executive Officer:
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) in each Quarterly Report or Annual Report.
The certifications shall follow the format below: I, Scott Gallagher certify that:
1. I have reviewed this Annual Report & Disclosure Document of TheDirectory.com, Inc.;
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.
Date: 9-20-2021
/s/ Scott Gallagher
16
Principal Financial Officer:
I, Scott Gallagher certify that:
1. I have reviewed this Annual Report & Disclosure Document of TheDirectory.com, Inc.;
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.
Date: 9/20/2021
/s/ Scott Gallagher
17
Financial update 9/14/2021
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
3903 Northdale Blvd. Tampa, FL 33624
727-417-7807 www.TheDirectory.com SG@TheDirectory.com 7311
Annual Report
For the Period Ending: 11/30/2020 and 11/30/2019 (the “Reporting Period”)
As of 9/08/2021, the number of shares outstanding of our Common Stock was: 14,475,806,289
As of the year ending 11/30/2020, the number of shares outstanding of our Common Stock was: 13,048,683,725
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 Control1 of the company has occurred over this reporting period:
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming 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;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
1
Yes: ? No: ?
1) Name and address(es) of the issuer and its predecessors (if any)
Terzon Corporation Effective 1984
Candy Stripers Candy Effective 1984
Piedmont, Inc. Effective January 1998
US Biodefense, Inc. Effective May 2003
Elysium Internet, Inc. Effective May 2008
TheDirectory.com, Inc. Effective 2011
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):
Utah
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:
None
The address(es) of the issuer’s principal executive office:
3903 Northdale Blvd. Tampa, FL 33624
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
2) Security Information
Class of Securities: Common CUSIP Number: 88337U102 Trading Symbol: SEEK.PK
Par Value: .001
Total shares authorized:
Total shares outstanding:
Number of shares in the Public Float2: Total number of shareholders of record:
30,000,000,000 as of date: 09/08/2021 14,475,806,289 as of date: 09/08/2021 14,418,293,974 as of date: 09/08/2021 648 as of date: 09/08/2021
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
Standard Registrar and Transfer Company, Inc. 12528 South 1840 East
Draper, UT 84020
Phone (801) 571-8844
Fax (801) 571-2551
Is the Transfer Agent registered under the Exchange Act?3 Yes: ?
3) Issuance History
None
Class of Securities: Series A Preferred None
.001
1,200,000
540,000
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
2 “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.
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
as of date: 09/08/2021 as of date: 09/08/2021
No: ?
3
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 11/30/2020 Common: 13,048,683,725 Preferred: 540,000
Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
*Right-click the rows below and select “Insert” to add rows as needed.
Date of Transaction
Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided
Restricted or Unrestricted as of this filing.
Exem ption or Regist ration Type.
March 11, 2021
New Issuance
.000165
Auctus Fund, LLC Lou Posner
Debt Conversion
April 21, 2021
500,000,000
Common
Yes
Unrestricted
144
Auctus Fund, LLC Lou Posner
Debt Conversion
New Issuance
238,636,364
Common
.000165
Yes
Unrestricted
144
New Issuance
688,486,200
Common
.000165
Yes
Auctus Fund, LLC Lou Posner
Debt Conversion
May 10, 2021
Unrestricted
144
Shares Outstanding on Date of This Report:
Ending Balance:
Date 9/13/2021 Common: 14,475,806,289 Preferred: 540,000
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:
The Auctus Note is paid in full.
4
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: ?
8/04/2014 $18,000 $47,500 N/A 8/04/2015 45% Discount LG Capital Joseph Loan Lerman
Use the space below to provide any additional details, including footnotes to the table above:
Date of Note Issuance
Outstandin g Balance ($)
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.)
06/28/2021
$300,000
$300,000
N/A
N/A
25% Discount or cash buyout option
Typenex, LLC John Fife
Loan
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)4:
Name:
Title:
Relationship to Issuer:
Scott Gallagher COB/CEO/CFO Officer/Director
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
5
TheDirectory.com, Inc. Financial Statements Table of Contents
Consolidated Balance Sheets 6 Consolidated Statements of Operations 7 Consolidated Statements of Stockholders’ Equity/ (Deficit) 8 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 10
6
Cash and cash equivalents
Accounts receivable
Total Current Assets
Property and Equipment, Net
Other Assets
Amortizable Intangible Assets, net
Nonamortizable Intangible Assets
Deposits
Total Assets
Total Other Assets
TheDirectory.com, Inc.
Liabilities and Stockholders' Equity (Deficit)
Balance Sheets
November 30, 2020 and November 30, 2019
Assets 2020
$-$-
--
--
--
--
$-$-
-
-
-
2019
Current assets
-
-
-
Accounts payable and accrued expenses
Accrued Consulting Fees
Accrued interest payable on notes payable
Notes payable
Notes payable to related parties
Total current Liabilites
Total liabilities
2,499,011
2,340,011
Stockholders' equity:
Preferred stock, 1,200,000 share authorized, $.001 par value,
540,000 shares issued and outstanding at November 30, 2020
and November 30,2019
Common stock 30,000,000,000 shares authorized, $.001 par value,
13,048,683,725 shares issued and outstanding
at November 30, 2020 and November 30,2019
Additional paid in capital
Accumulated deficit
$
60,000
600,000
286,222
1,552,789
2,499,011
13,048,683
(18,823,920)
-
$
48,000
500,000
239,222
1,552,789
2,340,011
13,048,683
(18,664,920)
-
Total stockholders' equity (deficit)
Total Liabilities and stockholders' equity (deficit)
(5,775,237)
(5,616,236)
$
7
(3,276,226)
(3,276,225)
REVENUES
Sales and marketing
Consulting fees
General and administrative
Research and development
Amortization of intangibles
TheDirectory.com, Inc.
Statements of Operations For The Years Ended
November 30, 2020 and November 30, 2019
$
2020
100,000
12,000
-
-
-
-
$
2019
100,000
12,000
-
OPERATING EXPENSES:
Cost of revenues
-
-
-
-
Total operating expenses
112,000
$ (159,000)
13,048,683,725
112,000
(159,000)
13,048,683,725
Income (Loss) from operations
OTHER INCOME (EXPENSE)
Interest expense
NET INCOME (LOSS)
Basic & Diluted weighted average number of shares outstanding
Basic Earnings per share
(112,000)
47,000
-
-
(112,000)
47,000
-
$--
8
Net income (loss)
Accrued consultanting fees
Cash flows from investing activities:
Change in operating assets and liabilities:
Payment of rental deposits
Purchase of office equipment
Purchae of software enhancements
Purchase of domain names
Cash flows from financing activities:
Financing fees paid
Statements of Cash Flow
For The Years Ended November 30, 2020 and 2019
Cash flows from operating activities:
Interest Notes Payable
Accounts payable and accrued expenses
Total cash flows from investing activities
Advances from (repayments to) individuals, net
Advances from (repayments to) related parties, net
Total cash flows from financing activities
Increase (decrease in) cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
$
2020 2019
(159,000)
100,000
47,000
60,000
-
-
48,000 48,000
--
--
$--
-
-
-
-
-
$
(159,000)
100,000
47,000
60,000
-
-
Total cash flows from operating activities
-
-
-
-
-
-
-
-
-
-
48,000
-
48,000
-
9
Balance November 30, 2019
Stock issued for debt and interest
Stock issued for financing fees
Net income for the year ended
November 30, 2020
540,000
-
-
-
-
TheDirectory.com, Inc.
Statements of Stockholders' Equity
For The Years Ended November 30, 2020 and 2019
Preferred Stock Common Stock Additional Accumulated
Shares Amount Shares Amount Paid-In Capital Deficit Total
$
540
13,048,683,725
-
$
13,048,684
-
$
-
-
$
(18,664,920)
(159,000)
-
-
$
(5,616,236)
(159,000)
-
-
Balance November 30, 2020 540,000 $ 540 13,048,683,725 $ 13,048,684 $ - $ (18,823,920) $ (5,775,236)
TheDirectory.com, Inc. Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
TheDirectory.com, Inc. (the “Company”), incorporated under the laws of the State of Utah in June 1983 as Teal Eye, Inc. Subsequently, in 1984, the Company then merged with Terzon Corporation and changed its name to Terzon Corporation. In September 1984, the Company changed its name to Candy Stripers Corporation, Inc. In 1986, the Company ceased the candy manufacturing operations and filed for Chapter 11 bankruptcy protection. After emerging from bankruptcy in 1993, the Company remained dormant until it changed its name to Piedmont, Inc. on January 6, 1998. On May 31, 2003, the Company changed its name to US Biodefense, Inc.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable and deferred revenues, the carrying amounts approximate fair value due to their short maturities.
Leases
The Company leases office facilities under a month to month agreement.
10
General and Administrative Expenses
General and administrative expenses consist primarily of personnel and related expenses for executive, legal, finance, human resources and corporate communications, including wages, benefits, bonuses and stock- based compensation, professional fees, insurance premiums and other expenses, including occupancy, technology and other direct overhead, public company costs and other corporate expenses.
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potential dilutive shares outstanding during the period, to the extent such shares are dilutive. Potential dilutive shares are composed of incremental common shares issuable upon the exercise of stock options, warrants and unvested restricted shares using the treasury stock method and convertible preferred stock under the if- converted method, where such conversions are dilutive.
Note 2 – Going Concern
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit and net loss for the periods ended November 30, 2019 and 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to further implement and expand its business plan to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations if revenue does not grow to levels to support ongoing expenses. While the Company believes in the viability of its business plan to expand operations and generate sufficient revenue and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue, profits and its ability to raise additional funds by way of a public or private offering.
Note 3- Notes Payable
A summary of convertible notes payable balance as of September 13, 2021
8/04/2014 $18,000 $47,500 N/A 8/04/2015 45% Discount LG Capital Loan Joseph Lerman
To the best of management’s knowledge:
LG Capital is owned by Joseph Lerman
06/28/2021
$300,000
$300,000
N/A
N/A
25% Discount with Cash Buyout Option
Typenex, LLC John Fife
Loan
11
Typenex is owned by John Fife
On June 28th 2021, the Company entered into a settlement agreement regarding the Typenex note. The new terms include a cash buyout option of the entire note for $215,000 by December 28, 2021 with no shares being issued.
The Company is attempting to contact LG Capital regarding the LG Note.
The Company is evaluating all outstanding notes and any future notes considering the recent accounting changes regarding notes and the industry wide SEC actions relating to non-registered dealers and how these types of misrepresentations may have affected the Company and its shareholders.
Note 4 – Stockholders Equity
Common Stock
The Company is authorized to issue up to a total of thirty billion (30,000,000,000) shares of common stock, par value $0.001 per share. The shares of common stock are non-assessable, without preemption rights, and do not carry cumulative voting rights. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive dividends if, as and when declared by the Board of Directors.
There were no common shares issued during the periods ending November 30, 2019 and 2020.
Series A Preferred Stock
The Company is authorized to issue up to a total of one million, two hundred thousand (1,200,000) shares of preferred stock, par value $0.001 per share, without stockholder approval. The Board of Directors has the authority, without action by the stockholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series. As of November 30, 2019 and 2020, the Company had 540,000 Series A Convertible Preferred shares issued and outstanding. For each share of Series A Convertible Preferred Stock, the holder will receive 50,000 shares of common stock upon conversion. As of November 30 2019 and 2020 our CEO Mr. Scott Gallagher owned 540,000 Series A Preferred shares.
5) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the following:
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
The Company is developing and managing a network of local business search engines and tools set. Its core products and services comprised of two distinct categories.
Consumer Search Engines; In this category the company provides consumers with free access to a network of verified and un verified small business listings. The company’s primary consumer search engine is TheDirectory.com. It also owns and operates other vertical search engines such as:
12
TopRankedPodiatrist.com TopRankedChiropractor.com TopRankedLawFirms.com TopRankedNailSaolns.com and others
Small Business Services; In this category the company provides a suite of integrated tools and services to small businesses designed to help them run and grow their business. The company provides small businesses with custom websites and landing pages, social media content creation and management, review generation and management, list building and management services, listings management, digital and traditional advertising and other related services.
The goal of the company is to integrate all of these tools and services into one search engine, TheDirectory.com.
B.
C.
Please list any subsidiaries, parents, or affiliated companies. None
Describe the issuers’ principal products or services.
Products
The company’s primary digital products are its consumer search engine TheDirectory.com and its network of vertical search engines;
TopRankedPodiatrist.com TopRankedChiropractor.com TopRankedLawFirms.com TopRankedNailSaolns.com and others
Services
The company provides a set of integrated digital tools and services. Its core services include;
Custom Websites and Landing Pages
Social media content creation and management
Review generation and management
Directory and e-mail list building and management services SEO, SEM and Paid Search Services.
Issuer’s Facilities
6)
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.
The company leases office space in Tampa, Florida on a month to month basis. The facility has capacity to expand if so desired.
13
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.
Scott Gallagher - Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors
Mr. Gallagher has served as our President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors since January 10, 2008. During his thirty year business career, Mr. Gallagher founded and served as an officer and director of both public and privately held companies over the course of his career. He has been involved in digital marketing and the Internet space since its beginning in the 90’s. He has built several companies from the ground up. One of those companies started at zero in sales and in a few years grew to over $7 million in annual revenue.
Mr. Gallagher previously held SEC licenses series 7, 63 and 24, all of which were retired in good standing.
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
Affiliation with Company (e.g. Officer Title /Director/Owner of more than 5%)
Residential Address (City / State Only)
Number of shares owned
Share type/class
Ownership Percentage of Class Outstanding
Note
8)
A.
Scott COB/CEO/CFO Tampa, Florida 540,000 Series A 45% Gallagher Preferred
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
14
B.
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.
Though the company does not feel this action is material based on the contractual terms, its feels a brief description is warranted.
On October 18th, 2018 the company and its CEO Mr. Scott Gallagher were served a compliant by Don’t Look Media and its owner Mr. Louis Spagnuolo relating to a simple domain name asset purchase agreement between the company and DLM (see Hillsborough county case # 18-CA-010265). The filing of the motion itself was a breach of contract as the underlying contract carries an arbitration clause. The Company filed a motion to dismiss the matter on November 20, 2018. That motion is still pending in the Hillsborough County court system. Several parties named in the lawsuit have already had the case dismissed. Since the filing, the company discovered that Mr. Spagnuolo and his attorney Mr. Jay Farrow have filed a series of serial actions with very similar outrageous claims against multiple individuals, companies and the family of the owners. Since the action against the company was filed, both Mr. Spagnuolo and his attorney Jay Farrow and others involved in their actions have been sued in Seminole county court by the Insurance Office of America for Defamation, Tortious Interference and Abuse of Process (see Seminole county case # 2020CA000725). The company is currently evaluating whether or not to seek monetary damages relating to the damage to shareholder value caused by the actions of Mr. Spagnuolo and his attorney Jay Farrow and the comments made in online chat rooms by Mr. Spagnuolo defaming the company. Mr. Gallagher is notifying the Florida Bar of this matter as well. To date the company has not determined its future course of action other than seeking the dismissal of the case.
Third Party Providers
9)
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:
Jackson Morris
3116 West North A Street
813-874-8854 Jackson.Morris@Verizon.net
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Accountant or Auditor Name: None Investor Relations
None
10) Issuer Certification Principal Executive Officer:
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) in each Quarterly Report or Annual Report.
The certifications shall follow the format below: I, Scott Gallagher certify that:
1. I have reviewed this Annual Report & Disclosure Document of TheDirectory.com, Inc.;
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.
Date: 9-14-2021
/s/ Scott Gallagher
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Principal Financial Officer:
I, Scott Gallagher certify that:
1. I have reviewed this Annual Report & Disclosure Document of TheDirectory.com, Inc.;
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.
Date: 9/14/2021
/s/ Scott Gallagher
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More great news!! This is where the 6 million new shares were issued for the acquisition.
Sustainable Green Team, Ltd. (SGTM) to Acquire Day Dreamer Productions, LLC
ORLANDO, Fla., Sept. 15, 2021 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTC: SGTM) (“SGTM” or the “Company”), a leading provider of environmentally beneficial solutions, today announces that they have entered into an LOI to acquire Day Dreamer Productions, LLC to offer in-house video production and marketing content to accounts while providing optimal brand exposure.??
The LOI was signed during the week that the Company announced OldCastle APG, Inc.’s 1.5 million mulch bag order, Lowes Companies, Inc.’s packaged mulch products and services agreement, and obtaining the Acumatica system to optimize and assist Company efficiency during increasing demand and continued growth.
Day Dreamer Productions, LLC was founded in 1999 by Victor Spangler, inspired by his years of training in still photography and photojournalism in the early 1980s plus his experience as the Chief Photographer of the Daily News in Batavia, NY. Mr. Spangler’s very first video commercial produced by DDP for Discount Tire Company won two awards — one for Excellence in Retail and the other for Humor. Fast forward to today, Mr. Spangler has video graphed, edited and produced hundreds of commercials and live events. He has done IMAG video directing for concerts, music videos, 3D Animations, and green screen work with virtual sets for TV, DVDs and the web (Learn more).
The Company is currently in discussion and plans to structure the acquisition by fully acquiring Day Dreamer Productions, LLC as a wholly owned subsidiary, and appointing Mr. Spangler as SGTM’s Chief Marketing Officer (CMO) and President of Day Dreamer Productions, LLC under SGTM. The Acquisition is anticipated to close within the period ending December 31, 2021 (Q4).
The Company plans to utilize Day Dreamer Productions, LLC not only to market SGTM to further increase its sales and brand recognition, but also to market other companies as it currently does.
Victor Spangler states, “In Day Dreamer Production’s 22 years of existence, I’ve been blessed to be part of a number of renowned corporations’ video projects — CBS, CBS Sports, Walmart, Prudential insurance commercials, as well as TV shows and live concert events. I am most excited about partnering up with Sustainable Green Team (SGTM) and providing full-time video and marketing services to this amazing group of men and women. The leadership of SGTM is world class and second to none! I’m looking forward to producing creative content with them for many years to come!” Mr. Spangler ends with, "It is with great enthusiasm that I officially accept the Chief Marketing Officer position with Sustainable Green Team. I feel confident that I can make a significant contribution to this already dynamic team.”
View day-to-day operations and meet SGTM’s team by following their YouTube Channel.
About Sustainable Green Team, Ltd. (SGTM)
The Sustainable Green Team, Ltd. (the Company) is an emerging provider of environmentally beneficial solutions in preserving natural resources, as well as the municipal waste and recycling industry. The Company is a wholesale manufacturer and supplier of wood-based mulch and lumber products, primarily in the Midwest, Southeast and Ohio Valley regions. The Company also provides arbor care and storm recovery services to municipalities, corporations and consumers, primarily in the southeastern United States.
The Company plans to expand its operations through a combination of organic growth and strategic acquisitions that are both accretive to earnings and positioned for rapid growth from the resulting synergistic opportunities identified. The Company’s customers include governmental, residential and commercial clients.
Mulch Manufacturing, Inc.
Mulch Manufacturing, Inc. (“MMI”) is the largest provider of cypress mulch in the country. It continues to provide quality products to the lawn and landscape industry. To learn more, please visit https://mulchmfg.com.
SAFE HARBOR ACT: Forward-Looking Statements are included within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on the CSE — including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will" and other similar expressions — are forward-looking statements and involve risks, uncertainties and contingencies, many of which are beyond our control, and which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. No information in this press release should be construed in any matter whatsoever as an indication of the future performance of the Company’s revenues, financial condition or stock price.
Company Contact:?Anthony Raynor?CEO & Director?407.886.8733 Office
Corporate Communications: ?InvestorBrandNetwork (IBN) ?Los Angeles, California ?www.InvestorBrandNetwork.com?310.299.1717 Office?Editor@InvestorBrandNetwork.com
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It would be great if we can generate some revenue soon.
Been waiting a few years for Scott to get it right, hopefully this will be the right time.
Thanks. CFGN not showing on OTC market quotes.