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.

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, St. James Capital Management, LLC 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 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares) of common stock of the Company.

On August 24, 2017, the Company acquired all the membership units of Deep Green Waste and Recycling, LLC ("DGWR LLC"), a Georgia limited liability company engaged in the waste recycling business since 2011, in exchange for 85,000,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares) of the Company's common stock. The transaction was accounted for as a "reverse merger" where DGWR LLC was considered the accounting acquiror and the Company was considered the accounting acquiree.

Effective October 1, 2017, Deep Green acquired Compaction and Recycling Equipment, Inc. (CARE), a Portland, Oregon based company that sells and services waste and recycling equipment. Deep Green purchased 100% of the common stock for $902,700. $586,890 was paid in cash at closing and a promissory note was executed in the amount of $315,810.

Effective October 1, 2017, Deep Green 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. $418,110 was paid in cash at closing and a promissory note was executed in the amount of $179,190.





33





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. Deep Green's then Chief Executive Officer owned a 7.5% equity interest in Mirabile Corporate Holdings, Inc.

On August 7, 2018, the Company ceased its waste recycling business.

The Company re-launched its waste and recycling services operation and has begun to re-engage with customers, waste haulers and recycling centers, which are critical elements of its historically successful business model: designing and managing waste programs for commercial and institutional properties for cost savings, ease of operation, and minimal administrative stress for its clients.





Asset Purchase Agreement


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 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 paid the seller $160,000 and issued the Seller 2,000,000 shares of the Company's restricted common stock. The Buyer remitted $50,000 at Closing and issued the Seller a Promissory Note (the "Note") in the amount of $110,000, which was paid April 9, 2021. The Note was secured by the Assets purchased through the Agreement. The transaction closed on February 11, 2021.

In order to further grow its business, the Company plans to:





  ? expand its service offerings to provide additional sustainable waste
    management solutions that further minimize costs based on volume and content
    of waste streams, and methods of disposal, including landfills, transfer
    stations and recycling centers;

  ? Acquire profitable waste and recycling services companies with similar or
    compatible and synergistic business models, that can help the Company achieve
    these objectives;

  ? Offer innovative recycling services that significantly reduce the disposal of
    plastics, electronic wastes, food wastes, and hazardous wastes in the
    commercial property universe;

  ? Establish partnerships with innovative universities, municipalities and
    companies; and

  ? Attract investment funds who will actively work with the Company to achieve
    these goals and help the Company grow into a leading waste and recycling
    services supplier in North America.



Some potential merger/acquisition candidates have been identified and discussions initiated. These candidates are within the Company's core business model, serving commercial properties, accretive to cash flow, and geographically favorable. While seeking to identify acquisition candidates, the Company seeks to identify target entities with a similar core business model or a model which naturally integrates with its own, and which are situated in opportunistic geographic locations.

We have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors.

The selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our management's best business judgment.

Our activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of its lack of resources and our inability to provide a prospective business opportunity with significant capital.

Critical Accounting Policies and Significant Judgments and Estimates

Our management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as the reported expenses during the reporting periods. The accounting estimates that require our most significant, difficult and subjective judgments have an impact on revenue recognition, the determination of share-based compensation and financial instruments. We evaluate our estimates and judgments on an ongoing basis. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are more fully described in NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.





34






Discussion for the three months ended June 30, 2022 and June 30, 2021
(Unaudited):



Results of Operations:



                                    June 30, 2022       June 30, 2021         $ Change
Gross revenue                      $       207,874     $        51,428     $      156,446
Cost of Sales                               75,839              21,144             54,695
Gross Profit                               132,035              30,284            101,751
Operating expenses                         341,182             205,822            135,360
Operating (Loss)                          (209,147 )          (175,538 )          (33,609 )
Other Income (Expense)                    (464,434 )          (499,806 )           35,372
Net Income (Loss)                         (673,581 )          (675,344 )            1,763
Net loss per share - basic and
diluted                            $         (0.00 )   $         (0.00 )   $            -




Revenues


For the three months ended June 30, 2022 and 2021, we generated $207,874 and $51,428 revenue, respectively.





Cost of Sales


Our cost of sales were $75,839 and $21,144 for the six months ended June 30, 2022 and 2021, respectively.





Gross Profit


Our gross profit was $132,035 and $30,284 for the six months ended June 30, 2022 and 2021, respectively.





Operating expenses


Our operating expenses were $341,182 and $205,822 for the six months ended June 30, 2022 and 2021, respectively.





Operating Loss


Our operating loss was $209,147 and $175,538 for the three months ended June 30, 2022 and 2021, respectively

We anticipate that our cost of revenues will increase in 2022 and for the foreseeable future as we continue to build out our waste management services and identify acquisition opportunities in the waste and recycling sector.

Net Income (Loss) from Operations

The Company's net loss decreased to $673,581 for the three months ended June 30, 2022 from $675,344 in 2021.

Discussion for the six months ended June 30, 2022 and June 30, 2021 (Unaudited):





Results of Operations:



                                    June 30, 2022       June 30, 2021         $ Change
Gross revenue                      $       427,615     $        76,265     $      351,350
Cost of Sales                              169,703              28,165            141,538
Gross Profit                               257,912              48,100            209,812
Operating expenses                         895,531             355,347            504,184
Operating (Loss)                          (601,619 )          (307,247 )         (294,372 )
Other Income (Expense)                    (569,368 )          (696,235 )          125,867
Net Income (Loss)                       (1,170,987 )        (1,003,482 )         (167,505 )
Net loss per share - basic and
diluted                            $         (0.00 )   $         (0.01 )   $         0.01




Revenues


For the six months ended June 30, 2022 and 2021, we generated $427, 615 and $76,265 revenue, respectively.





Cost of Sales


Our cost of sales were $169,703 and $28,165 for the six months ended June 30, 2022 and 2021, respectively.





Gross Profit


Our gross profit was $257,912 and $48,100 for the six months ended June 30, 2022 and 2021, respectively.





Operating expenses


Our operating expenses were $895,531 and $355,347 for the six months ended June 30, 2022 and 2021, respectively.

We anticipate that our cost of revenues will increase in 2022 and for the foreseeable future as we continue to build out our waste management services and identify acquisition opportunities in the waste and recycling sector.





35






Loss from Operations


The Company's loss from operations increased to $601,619 for the six months ended June 30, 2022 from 307,247 in 2021, an increase of $300,790.





Other Income (Expense)


Other income (expense) decreased to ($569,368) for the six months ended June 30, 2022. Other income (expense) was ($696,235) for the six months ended June 30, 2021 and included interest expense of $54,220 and derivative liability expense of $568,679.





Net Loss


For the six months ended June 30, 2022, our net loss increased to $1,170,987 from $1,003,482 in 2021, resulting in an increase of $167,505.

Liquidity and Capital Resources





Working Capital



                              June 30,       December 31,
                                2022             2021
Current Assets              $    139,788     $     231,280
Current Liabilities            5.824,212         5,992,412
Working Capital (Deficit)   $ (5,684,424 )   $  (5,761,132 )

At June 30, 2022, we had current assets of $139,788 and current liabilities of $5,824,212 resulting in negative working capital of $5,684,424, of which $3,079,440 was accounts payable and $133,911 was included in accrued interest. At June 30, 2022, we had total assets of $1,446,490 and total liabilities of $5,824,212 resulting in stockholders' deficit of $4,377,722.

At December 31, 2021, we had current assets of $231,280 and current liabilities of $5,992,412 resulting in negative working capital of $5,761,132, of which $3,097,770 was accounts payable and $92,546 was included in deferred compensation. At December 31, 2021, we had total assets of $1,686,833 and total liabilities of $5,992,412 resulting in stockholders' deficit of $4,305,579.

© Edgar Online, source Glimpses