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.
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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.
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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.
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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.
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