Deep Green Waste & Recycling, Inc.

Equities

DGWR

US24373L2016

Environmental Services & Equipment

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06-18	Deep Green Waste & Recycling, Inc. Reports Earnings Results for the First Quarter Ended March 31, 2024	CI
04-22	Deep Green Waste & Recycling, Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	CI

DEEP GREEN WASTE & RECYCLING, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-K)

April 14, 2022 at 04:45 pm

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this report.


Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking. Forward-looking
statements are, by their very nature, uncertain and risky. Forward-looking
statements are often identified by words like: "believe", "expect", "estimate",
"anticipate", "intend", "project" and similar expressions, or words that, by
their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this Annual
Report on Form 10-K. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. These risks and uncertainties
include international, national, and local general economic and market
conditions; our ability to sustain, manage, or forecast growth; our ability to
successfully make and integrate acquisitions; new product development and
introduction; existing government regulations and changes in, or the failure to
comply with, government regulations; adverse publicity; competition; the loss of
significant customers or suppliers; fluctuations and difficulty in forecasting
operating results; change in business strategy or development plans; business
disruptions; the ability to attract and retain qualified personnel; the ability
to protect technology; the risk of foreign currency exchange rate; and other
risks that might be detailed from time to time in our filing with the Securities
and Exchange Commission. Our actual results could differ materially from those
discussed in the forward-looking statements. Factors that could cause or
contribute to these differences include those discussed below and elsewhere in
this Annual Report on Form 10-K.



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Although the forward-looking statements in this annual report on Form 10-K
reflect the good faith judgment of our management, such statements can only be
based on facts and factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged to carefully
review and consider the various disclosures made by us in herein and in our
other reports as we attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, and results of
operations and prospects.



Our financial statements are stated in United States Dollars (USD or US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. All references to "common stock" refer to the common shares in


our
capital stock.



Overview



Deep Green Waste & Recycling, Inc. (f/k/a Critic Clothing, Inc.) ("Deep Green",
the "Company", "we", "us", or "our") is a publicly quoted company seeking to
create value for its shareholders by seeking to acquire other operating entities
for growth in return for shares of our common stock.



The Company was organized as a Nevada Corporation on August 24, 1995 under the
name of Evader, Inc. On May 25, 2012, the Company filed its Foreign Profit
Corporation Articles of Domestication to change the domicile of the Company from
Nevada to Wyoming. On November 4, 2015, the Company filed an Amendment to its
Articles of Incorporation to change the name of the Company to Critical
Clothing, Inc. and on August 28, 2017 an Amendment was filed to change the
Company name to Deep Green Waste & Recycling, Inc.



Deep Green was a full-service waste & recycling company that managed services to
and logistics for large commercial properties throughout the continental U.S.
The Company served retail malls and shopping centers, multi-family apartment and
townhome communities, hospitals, hotels, correctional institutions, office parks
and more. Our unique value proposition was in the design and execution of
end-to-end waste management programs for our clients. Our programs not only
saved money on direct waste disposal, lower administrative costs and equipment
costs, but they also provided income from direct recycling rebates. We had a
presence in over 30 states across all regions of the United States and served
approximately 300 commercial customers.



On August 10, 2017, our majority shareholder and our board of directors approved
an amendment to our Articles of Incorporation for the purpose of approving a
reverse split of one to one thousand in which each shareholder will be issued
one common share in exchange for every one thousand common shares of their
currently issued common stock. Prior to approval of the reverse split, we had a
total of 99,997,102,862 issued and outstanding shares of common stock, par value
$0.0001. On September 27, 2017, the effective date of the reverse split, we had
a total of 99,997,102 issued and 90,697,102 outstanding shares of common stock,
par value $0.0001.

On August 24, 2017, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the "Agreement") with St. James Capital Management, LLC. Under the terms of the Agreement, the Company transferred and assigned all of the assets of the Company related to its extreme sports apparel design and manufacturing business in exchange for the assumption of certain liabilities and cancellation of 3,000,000,000 shares of common stock of the Company.





On August 24, 2017, the Company entered into a Merger Agreement (the "Merger
Agreement") with Deep Green Acquisition, LLC, a Georgia limited liability
company and wholly owned subsidiary of the Company ("Merger Sub") and Deep Green
Waste and Recycling, LLC, a privately held Georgia limited liability company
("Deep Green Waste"). In connection with the closing of this merger transaction,
Merger Sub merged with and into Deep Green Waste (the "Merger") on August 24,
2017, with the filing of Articles of Merger with the Georgia Secretary of State.



On October 1, 2017, the Company acquired Compaction and Recycling Equipment Inc
(CARE), a Portland, Oregon based company that sells and services waste and
recycling equipment. The Company purchased 100% of the common stock for
$902,700, of which $586,890 was paid in cash at closing and a promissory note
was executed in the amount of $315,810. The note pays simple interest at the
rate of 7% per annum on the outstanding balance due, amortized over forty-eight
months and payable in quarterly installments, with the first payment being due
on the first day of the first month following 90 days after closing. Please see
NOTE G - DEBT for further information.



On October 1, 2017, the Company acquired Columbia Financial Services Inc (CFSI),
a Portland, Oregon based company that finances the purchases of waste and
recycling equipment. Deep Green purchased 100% of the common stock for $597,300,
of which $418,110 was paid in cash at closing and a promissory note was executed
in the amount of $179,190. The note pays simple interest at the rate of 7% per
annum on the outstanding balance due, amortized over forty-eight months and
payable in quarterly installments, with the first payment being due on the first
day of the first month following 90 days after closing. Please see NOTE G -

DEBT
for further information.

On August 7, 2018, the Company entered into an Agreement of Conveyance, Transfer
and Assignment of Subsidiaries and Assumption of Obligations (the "Agreement")
with Mirabile Corporate Holdings, Inc. Under the terms of the Agreement, the
Company transferred all capital stock of its two wholly owned subsidiaries,
Compaction and Recycling Equipment, Inc. and Columbia Financial Services, Inc.,
to Mirabile Corporate Holdings, Inc. in exchange for the assumption and
cancellation of certain liabilities.

On February 8, 2021, the Company, through its wholly owned subsidiary DG
Research, Inc. (the "Buyer"), entered into an Asset Purchase Agreement (the
"Agreement") with Amwaste, Inc. (the "Seller"). Under the terms of the
Agreement, the Buyer has agreed to purchase from the Seller certain assets (the
"Assets") utilized in the Seller's waste management business located in Glynn
County, Georgia. In consideration for the purchase of the Assets, the Buyer
shall pay the seller $150,000 and issue the Seller 2,000,000 shares of the
Company's restricted common stock. The Buyer shall remit $50,000 at Closing and
shall issue the Seller a Promissory Note (the "Note") in the amount of $110,000.
The Note principal shall be reduced by $10,000 if the Note is paid in full on or
before March 8, 2021. The Note is secured by the Assets purchased through the
Agreement. The transaction closed on February 11, 2021. At Closing, the Buyer
remitted the $50,000 payment. On February 16, 2021, the Company issued the
Seller the 2,000,000 shares of restricted common stock.

On July 11, 2021, the Company's Board unanimously approved an Amendment to our
Articles of Incorporation (the "Authorized Share Amendment") to increase the
number of authorized shares of Common Stock of the Company from 250,000,000 to
500,000,000 and to increase the number of authorized shares of Preferred Stock
of the Company from 2,000,000 to 5,000,000 with the Board maintaining the
discretion of whether or not to implement the increase in authorized shares of
Common and Preferred Stock. On July 11, 2021, the Majority Stockholders
delivered an executed written consent in lieu of a special meeting (the
"Stockholder Consent") authorizing and approving the Authorized Share Amendment
and the increase in authorized shares of Common and Preferred Stock.

On August 11, 2021, the Company entered into a Securities Purchase Agreement
(the "Agreement") with Jeremy Lyell (the "Shareholder") and Lyell Environmental
Services, Inc. (hereinafter "LES"). On October 19, 2021, the Company closed on
the Securities Purchase Agreement (the "Agreement") with Jeremy Lyell (the
"Shareholder"). In consideration for the purchase of all Lyell Environmental
Services, Inc. shares from the Shareholder, the Company was to pay the
Shareholder (i) $50,000 upon execution of the Agreement that was held in escrow,
(ii) $1,300,000 at Closing, and (iii) 2,000,000 shares of the Company's common
stock. Under the amended Agreement (the "Amended Agreement"), the Company paid
to the Shareholder (i) the $50,000 paid upon execution of the Agreement and that
was held in escrow, (ii) $1,000,000 at Closing, and (iii) 2,000,000 shares of
the Company's common stock. The Company also issued the Shareholder a Promissory
Note (the "Promissory Note") in the amount of $186,537.92. The Promissory Note
accrues interest at 7% per annum and is due on December 18, 2021. The
transaction closed on October 19, 2021. The Company made a payment of $140,000
on March 7, 2022 against the Promissory Note.

On December 21, 2021, the Company entered into a Letter of Intent ("LOI") with
FoamShield, Inc. (the "Seller") whereby the Company would acquire all the assets
used or useful in the operation of the Seller's business, including all of the
tangible and intangible assets owned by the principals of the Seller. As
consideration for the acquisition of the assets, the Company shall issue the
Seller 2,000,000 shares of common stock and a 4% royalty payment on all
collected net sales revenues of the FoamShield product. Upon completion of its
due diligence, the Company elected to terminate the transaction during the first
quarter of 2022.

-26-

Results of Operations

December 31, 2021 December 31, 2020 $ Change % Change
Gross revenue $ 363,056 $ - $ 363,056 100.00 %


Operating expenses                    1,217,908                 471,991          745,917         158.04 %
Loss from Operations                 (1,024,457 )              (471,991 )       (552,466 )      -117.05 %
Other income (expense)               (2,376,405 )              (260,579 )     (2,115,826 )      -811.97 %
Net income (loss)                    (3,400,862 )              (732,570 )     (2,668,292 )      -364.24 %
Net loss per share -
basic and diluted           $             (0.02 )   $             (0.01 )

$      (0.01 )      -100.00 %




Operating Revenues



Since our inception on August 24, 1995, we have generated minimal revenue from
our operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including the financial risks associated with the
limited capital resources currently available to us and risks associated with
the implementation of our business strategies.

For the years ended December 31, 2021 and 2020, we generated $363,056 and $- in revenue, respectively.

Operating Expenses and Net Loss

Our operating expenses were $1,024,457 and $471,991 for the years ended December 31, 2021 and 2020, respectively.

We anticipate that our cost of revenues will increase in 2022 and for the foreseeable future as we expand our operations in the waste and recycling sector.

We incurred $0 and $0 in advertising expenses during fiscal years 2021 and 2020, respectively.





We incurred $491,770 and $149,619 in officer compensation during fiscal years
2021 and 2020, respectively. The Company anticipates that it will need to expand
its management team with future acquisitions or joint ventures.



Loss from Operations

The Company's loss from operations increased to $1,024,457 for the year ended December 31, 2021 from $471,991 in 2020, an increase of $552,466.





Other Income (Expenses)



Other income (expenses) included loss on derivative liability, loss on
conversions of notes payable and interest expense offset by gain on settlement
of a note payable in the amount of ($2,376,405) the year ended December 31, 2021
as compared to ($260,579) the year ended December 31, 2020, an increase of
($2,115,826). The increase in other income (expenses) in fiscal year 2021 was
largely attributable to the loss on derivative liability and interest expense.



Net Income (Loss)


For the fiscal year ended 2021, our net loss increased to ($3,400,862), as
compared to a net loss of ($732,570) for the year ended December 31, 2020, an
increase of ($2,668,292). The increase in net loss was largely attributable to
the loss on derivative liability and interest expense.

Liquidity and Capital Resources





Working Capital



                                Year ended              Year ended
                             December 31, 2021       December 31, 2020
Current Assets                          231,280                     757
Current Liabilities                   5,992,412               4,373,037
Working Capital (Deficit)            (5,761,132 )            (4,372,280 )




At December 31, 2021, the Company had cash of $36,619 and total current assets
of $231,280 compared with cash of $757 and total current assets of $757 at
December 31, 2020. The increase in total current assets is largely attributable
to an increase in accounts receivable acquired in the Amwaste asset purchase.



-27-






At December 31, 2021, the Company had total current liabilities of $5,992,412
compared to $4,373,037 at December 31, 2020. The increase in total current
liabilities was largely attributable to an increase in derivative liability and
an increase in the convertible notes payable as compared to the year ended
December 31, 2020.

The overall working capital deficit increased from $4,372,280 at December 31, 2020 to $5,761,132 at December 31, 2021.





Cash Flows



                                                       Year ended              Year ended
                                                    December 31, 2021       December 31, 2020


Cash Flows from (used in) Operating Activities                (493,003 )              (131,453 )
Cash Flows from (used in) Investing Activities              (1,320,045 )                     -
Cash Flows from (used in) Financing Activities               1,848,910                 131,475
Net Increase in Cash During Period                              35,862

Cashflow from Operating Activities


During the year ended December 31, 2021, the Company used cash of $493,003 in
operating activities compared to cash used of $131,453 from operating activities
for the year ended December 31, 2020. The increase in cash used from operating
activities was largely attributable to an increase in derivative liability
expense and loss on conversion of notes payable.

Cashflow from Investing Activities





During the year ended December 31, 2021, the Company used cash of $1,320,045 in
investing activities compared to cash used of $- from investing activities for
the year ended December 31, 2020. The increase in cash used from investing
activities was largely attributable to its acquisition of its subsidiary, Lyell
Environmental Services, Inc.

Cashflow from Financing Activities





During the year ended December 31, 2021, cash provided by financing activities
was $1,848,910 compared to $131,475 for the year ended December 31, 2020. During
the year ended December 31, 2021, the Company received $1,706,500 from the
issuance of convertible notes payable and $110,045 from other debt.



We currently have no external sources of liquidity, such as arrangements with
credit institutions or off-balance sheet arrangements that will have or are
reasonably likely to have a current or future effect on our financial condition
or immediate access to capital.



We are dependent on our product sales to fund our operations and may require the
sale of additional common stock to maintain operations. Our officers and
directors have made no written commitments with respect to providing a source of
liquidity in the form of cash advances, loans, and/or financial guarantees.



If we are unable to raise the funds required to fund our operations, we will
seek alternative financing through other means, such as borrowings from
institutions or private individuals. There can be no assurance that we will be
able to raise the capital we need for our operations from the sale of our
securities. We have not located any sources for these funds and may not be able
to do so in the future. We expect that we will seek additional financing in the
future. However, we may not be able to obtain additional capital or generate
sufficient revenues to fund our operations. If we are unsuccessful at raising
sufficient funds, for whatever reason, to fund our operations, we may be forced
to cease operations. If we fail to raise funds, we expect that we will be
required to seek protection from creditors under applicable bankruptcy laws.



Convertible Debentures

(i) On June 23, 2020, the Company issued GPL Ventures LLC ("GPL") a Convertible

Promissory Note (the "Note") in the amount of One Hundred Thousand and

NO/100 Dollars ($100,000). The Note was convertible, in whole or in part, at

any time and from time to time before maturity (June 23, 2021) at the option

of the holder at the Conversion Price that shall equal the lesser of a)

$0.01 or b) Sixty Percent (60%) of the lowest Trading Price (defined below)

during the Valuation Period (defined below), and the Conversion Amount shall

be the amount of principal or interest electively converted in the

Conversion Notice. The total number of shares due under any conversion

notice ("Notice Shares") was equal to the Conversion Amount divided by the

Conversion Price. "Trading Price" means, for any security as of any date,

any trading price on the OTC Markets, or other applicable trading market

(the "OTCBB") as reported by a reliable reporting service ("Reporting

Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if

the OTCBB is not the principal trading market for such security, the price

of such security on the principal securities exchange or trading market

where such security is listed or traded. The "Valuation Period" shall mean

twenty (20) Trading Days, commencing on the first Trading Day following

delivery and clearing of the Notice Shares in Holder's brokerage account, as

reported by Holder ("Valuation Start Date"). The Note had a term of one (1)

year and beared interest at 10% annually. The Company and GPL also entered

into a Registration Rights Agreement ("RRA") that provided for the Company

to file a Registration Statement with the SEC covering the resale of shares

underlying the Note and the warrant and to have declared effective such

Registration Statement (which occurred on July 13, 2020). In the event that

the Company didn't maintain the registration requirements provided for in


      the RRA, the Company was obligated to pay GPL certain payments for such
      failures. As of December 31, 2021, there was no remaining principal or
      interest due on the Note.




-28-

(ii) On July 2, 2021, the Company entered into a Securities Purchase Agreement

("SPA") with Labrys Fund, LP ("Labrys") and issued Labrys a Promissory

Note (the "Note") in the amount of One Hundred Thousand and NO/100 Dollars

($100,000). The Note is convertible, in whole or in part, at any time and

from time to time before maturity (July 2, 2022) at the option of the

holder at the Conversion Price that shall equal $0.015. If at any time the

Conversion Price as determined hereunder for any conversion would be less

than the par value of the Common Stock, then at the sole discretion of the

Holder, the Conversion Price hereunder may equal such par value for such

conversion and the Conversion Amount for such conversion may be increased

to include Additional Principal, where "Additional Principal" means such

additional amount to be added to the Conversion Amount to the extent


        necessary to cause the number of conversion shares issuable upon such
        conversion to equal the same number of conversion shares as would have

been issued had the Conversion Price not been adjusted by the Holder to

the par value price. The Conversion Price is subject to equitable

adjustments for stock splits, stock dividends or rights offerings by the

Borrower relating to the Borrower's securities or the securities of any

subsidiary of the Borrower, combinations, recapitalization,

reclassifications, extraordinary distributions and similar events. Holder

shall be entitled to deduct $1,750.00 from the conversion amount in each

Notice of Conversion to cover Holder's fees associated with each Notice of

Conversion. The Note has a term of one (1) year and bears interest

at 12% annually. The transaction closed on July 2, 2021. As part and

parcel of the foregoing transaction, Labrys was issued a warrant granting

the holder the right to purchase up to 5,000,000 shares of the Company's

common stock at an exercise price of $0.02 for a term of 5-years. On July


        8, 2021, the Company issued Labrys 1,000,000 shares of common stock as
        Commitment Shares as per the terms of the SPA. As of December 31, 2021,
        $100,000 principal plus $2,959 interest were due.

(iii) On October 14, 2021, the Company (the "Borrower") entered into a Note

Purchase Agreement ("NPA") with each of BHP Capital NY Inc. and Quick

Capital, LLC (together, the "Investors") and issued each of the Investors

a Secured Convertible Promissory Note (the "Note") in the amount of Six

Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars

($666,667). The Note is convertible, in whole or in part, at any time and


        from time to time before maturity (October 14, 2022) at the option of the
        holder at the Fixed Conversion Price that shall be the lesser of: (a)
        $0.01 or (b) 70% multiplied by the Market Price (as defined herein)

(representing a discount rate of 30%) (the "Fixed Conversion Price").


        "Market Price" means the average of the two lowest Closing Prices (as
        defined below) for the Common Stock during the twenty (20) Trading Day

period ending on the latest complete Trading Day prior to the Conversion

Date "Trading Day" shall mean any day on which the Common Stock is

tradable for any period on the OTCBB, OTCQB or on the principal securities

exchange or other securities market on which the Common Stock is then

being quoted or traded. To the extent the Conversion Price of the

Borrower's Common Stock closes below the par value per share, the Borrower

will take all steps necessary to solicit the consent of the stockholders

to reduce the par value of the Common Stock to the lowest value possible

under law. The Borrower agrees to honor all conversions submitted pending

this adjustment. If the shares of the Borrower's Common Stock have not

been delivered within three (3) business days to the Holder, the Notice of

Conversion may be rescinded by the Holder. If the Trading Price cannot be

calculated for such security on such date in the manner provided above,

the Trading Price shall be the fair market value as mutually determined by

the Borrower and the Holder for which the calculation of the Trading Price

is required in order to determine the Conversion Price of such Notes. If

at any time the Conversion Price as determined hereunder for any

conversion would be less than the par value of the Common Stock, then at

the sole discretion of the Holder, the Conversion Price hereunder may

equal such par value for such conversion and the Conversion Amount for

such conversion may be increased to include Additional Principal, where

"Additional Principal" means such additional amount to be added to the

Conversion Amount to the extent necessary to cause the number of

conversion shares issuable upon such conversion to equal the same number

of conversion shares as would have been issued had the Conversion Price

not been adjusted by the Holder to the par value price. The Note has a

term of one (1) year and bears interest at 10% annually. As part and

parcel of the foregoing transaction, each of the Investors was

issued 2,298,852 shares of common stock as Commitment shares and a warrant

(the "Warrant") granting the holder the right to purchase up

to 66,666,667 shares of the Company's common stock at an exercise price of

$0.015 for a term of 5-years. The transaction closed on October 19, 2021.
        As of December 31, 2021, $592,004 principal plus $0 interest were due on
        the Quick Capital Note.

  (iv)  On October 14, 2021, the Company (the "Borrower") entered into a Note
        Purchase Agreement ("NPA") with each of BHP Capital NY Inc. and Quick

Capital, LLC (together, the "Investors") and issued each of the Investors

a Secured Convertible Promissory Note (the "Note") in the amount of Six

Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars

($666,667). The Note is convertible, in whole or in part, at any time and


        from time to time before maturity (October 14, 2022) at the option of the
        holder at the Fixed Conversion Price that shall be the lesser of: (a)
        $0.01 or (b) 70% multiplied by the Market Price (as defined herein)

(representing a discount rate of 30%) (the "Fixed Conversion Price").


        "Market Price" means the average of the two lowest Closing Prices (as
        defined below) for the Common Stock during the twenty (20) Trading Day