Cautionary Statement Regarding Forward-Looking Information



This Annual Report on Form 10-K includes "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements concern
Greystone's plans, expectations and objectives for future operations. All
statements, other than statements of historical facts, included in this Form
10-K that address activities, events or developments that Greystone expects,
believes or anticipates will or may occur in the future are forward-looking
statements. The words "believe," "plan," "intend," "anticipate," "estimate,"
"project," and similar expressions are intended to identify forward-looking
statements. These forward-looking statements include, among others, such things
as:

? expansion and growth of Greystone's business and operations;
? future financial performance;
? future acquisitions and developments;
? potential sales of products;
? future financing activities; and
? business strategy.



These forward-looking statements are based on assumptions that Greystone
believes are reasonable based on current expectations and projections about
future events and industry conditions and trends affecting Greystone's business.
However, whether actual results and developments will conform to Greystone's
expectations and predictions is subject to a number of risks and uncertainties
that could cause actual results to differ materially from those contained in the
forward-looking statements, including those factors discussed under the section
of this Form 10-K entitled "Risk Factors." In addition, Greystone's historical
financial performance is not necessarily indicative of the results that may be
expected in the future and Greystone believes that such comparisons cannot be
relied upon as indicators of future performance.

Risk Factors

Greystone has attained operating profits and positive cash flows from operating activities but there is no assurance that it will be able to sustain profitability.



Greystone's current operations of manufacturing plastic pallets commenced in
1996. Greystone incurred losses from operations from such time through fiscal
year 2007. The results of Greystone's operations for the fiscal years after
fiscal year 2007 showed an operating profit and positive cash flows from
operations with the exception of fiscal year 2011 for which Greystone incurred a
loss but had positive operating income and positive cash flows from operations.
There is no assurance that Greystone will maintain a positive operating profit
or otherwise obtain funds to finance capital and debt service requirements.

8

Greystone has granted security interests in substantially all of its assets in connection with certain debt financings and other transactions.



In connection with certain debt financings and other transactions, Greystone has
granted third parties security interests in substantially all of its assets
pursuant to agreements entered into with such third parties. Upon the occurrence
of an event of default under such agreements, the secured parties may enforce
their rights and Greystone may lose all or a portion of its assets. As a result,
Greystone could be forced to materially reduce its business activities or cease
operations.

Greystone's business could be affected by changes in availability of raw materials.



Greystone uses a proprietary mix of raw materials to produce its plastic
pallets. Such raw materials are generally readily available, and some may be
obtained from a broad range of recycled plastic suppliers and unprocessed waste
plastic. At the present time, these materials are being purchased from local and
national suppliers and international suppliers if available. The availability of
Greystone's raw materials could change at any time for various reasons. For
example, the market demand for Greystone's raw materials could suddenly
increase, or the rate at which plastic materials are recycled could decrease,
affecting both availability and price. Additionally, the laws and regulations
governing the production of plastics and the recycling of plastic containers
could change and, as a result, affect the supply of Greystone's raw materials.
Any interruption in the supply of raw materials or components could have a
material adverse effect on Greystone. Furthermore, certain potential alternative
suppliers may have pre-existing exclusive relationships with Greystone's
competitors and others that may preclude Greystone from obtaining raw materials
from such suppliers.

Greystone's business could be affected by competition and rapid technological change.



Greystone currently faces competition from many companies that produce wooden
pallets at prices that are substantially lower than the prices Greystone and
other companies that manufacture plastic pallets charge for their plastic
pallets. It is anticipated that the plastic pallet industry will be subject to
intense competition and rapid technological change. Greystone could potentially
face additional competition from recycling and plastics companies, many of which
have substantially greater financial and other resources than Greystone and,
therefore, are able to spend more than Greystone in areas such as product
development, manufacturing and marketing. Competitors may develop products that
render Greystone's products or proposed products uneconomical or result in
products being commercialized that may be superior to Greystone's products. In
addition, alternatives to plastic pallets could be developed, which would have a
material adverse effect on Greystone.

Greystone is dependent on a few large customers.


Greystone derives a large portion of its revenue from a few large customers and
expects that this trend will continue in the foreseeable future. Three customers
(four in fiscal year 2021) currently account for approximately 76% of its total
sales in fiscal year 2022 (83% in fiscal year 2021). There is no assurance that
Greystone will retain these customers' business at the same level, or at all.
The loss of a material amount of business from one of these customers would have
a material adverse effect on Greystone.

Greystone's business could be affected by the Coronavirus, COVID-19.


The impact of COVID-19 has created much uncertainty in the marketplace. If the
pandemic created by COVID-19 continues for an extended time, there is no
assurance that Greystone will be able to maintain customers' business at the
same level or maintain adequate work force to meet customer demands for pallets.

Greystone may not be able to effectively protect Greystone's patents and proprietary rights.


Greystone relies upon a combination of patents and trade secrets to protect its
proprietary technology, rights and know-how. There can be no assurance that such
patent rights will not be infringed upon, that Greystone's trade secrets will
not otherwise become known to or independently developed by competitors, that
non-disclosure agreements will not be breached, or that Greystone would have
adequate remedies for any such infringement or breach. Litigation may be
necessary to enforce Greystone's proprietary rights or to defend Greystone
against third-party claims of infringement. Such litigation could result in
substantial cost to, and a diversion of effort by, Greystone and its management
and may have a material adverse effect on Greystone. Greystone's success and
potential competitive advantage is dependent upon its ability to exploit the
technology under these patents. There can be no assurance that Greystone will be
able to exploit the technology covered by these patents or that Greystone will
be able to do so exclusively.

9

Greystone's business could be affected by changing or new legislation regarding environmental matters.



Greystone's business is subject to changing federal, state and local
environmental laws and regulations pertaining to the discharge of materials into
the environment, the handling and disposition of waste (including solid and
hazardous waste) or otherwise relating to the protection of the environment. As
is the case with manufacturers in general, if a release of hazardous substances
occurs on or from Greystone's properties or any associated off-site disposal
location, or if contamination from prior activities is discovered at any of
Greystone's properties, Greystone may be held liable. No assurances can be given
that additional environmental issues will not require future expenditures. In
addition, the plastics industry is subject to existing and potential federal,
state, local and foreign legislation designed to reduce solid wastes by
requiring, among other things, plastics to be degradable in landfills, minimum
levels of recycled content, various recycling requirements and disposal fees and
limits on the use of plastic products. Also, various consumer and special
interest groups have lobbied from time to time for the implementation of these
and other such similar measures. Although Greystone believes that the
legislation promulgated to date and such initiatives to date have not had a
material adverse effect on it, there can be no assurance that any such future
legislative or regulatory efforts or future initiatives would not have a
material adverse effect.

Greystone's business could be subject to potential product liability claims.



The testing, manufacturing and marketing of Greystone's products and proposed
products involve inherent risks related to product liability claims or similar
legal theories that may be asserted against Greystone, some of which may cause
Greystone to incur significant defense costs. Although Greystone currently
maintains product liability insurance coverage that it believes is adequate,
there can be no assurance that the coverage limits of its insurance will be
adequate under all circumstances or that all such claims will be covered by
insurance. In addition, these policies generally must be renewed every year.
While Greystone has been able to obtain product liability insurance in the past,
there can be no assurance it will be able to obtain such insurance in the future
on all of its existing or future products. A successful product liability claim
or other judgment against Greystone in excess of its insurance coverage, or the
loss of Greystone's product liability insurance coverage could have a material
adverse effect upon Greystone.

Greystone currently depends on certain key personnel.


Greystone is dependent on the experience, abilities and continued services of
its current management. In particular, Warren Kruger, Greystone's President and
CEO, has played a significant role in the development, management and financing
of Greystone. The loss or reduction of services of Warren Kruger or any other
key employee could have a material adverse effect on Greystone. In addition,
there is no assurance that additional managerial assistance will not be
required, or that Greystone will be able to attract or retain such personnel.

Greystone's executive officers and directors control a large percentage of Greystone's outstanding common stock and all of Greystone's 2003 preferred stock, which entitles them to certain voting rights, including the right to elect a majority of Greystone's Board of Directors.


Greystone's executive officers and directors (and their affiliates), in the
aggregate, own approximately 44.7% of Greystone's outstanding common stock and
have approximately 50.57% of the voting power. Therefore, Greystone's executive
officers and directors can have significant influence with respect to the
outcome of matters submitted to Greystone's shareholders for approval (including
the election and removal of directors and any merger, consolidation or sale of
all or substantially all of Greystone's assets) and to control Greystone's
management and affairs. In addition, two of Greystone's directors (including one
who also serves as Greystone's chief executive officer) own all of Greystone's
outstanding 2003 preferred stock, with each owning 50%. The terms and conditions
of Greystone's 2003 preferred stock provide that such holder has the right to
elect a majority of Greystone's Board of Directors. Such concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control, impeding a merger, consolidation, takeover or other business
combination or discouraging a potential acquirer from making a tender offer or
otherwise attempting to obtain control, which in turn could have an adverse
effect on the market price of Greystone's common stock.

10

Greystone's stock trades in a limited public market and is subject to price volatility. There can be no assurance that an active trading market will develop or be sustained.


There has been a limited public trading market for Greystone's common stock and
there can be no assurance that an active trading market will develop or be
sustained. The trading price of Greystone's common stock could be subject to
significant fluctuations in response to variations in quarterly operating
results or even mild expressions of interest on a given day. Accordingly,
Greystone's common stock should be expected to experience substantial price
changes in short periods of time. Even if Greystone is performing according to
its plan and there is no legitimate company-specific financial basis for this
volatility, it must still be expected that substantial percentage price swings
will occur in Greystone's common stock for the foreseeable future. In addition,
the limited market for Greystone's common stock may restrict Greystone's
shareholders ability to liquidate their shares.

Greystone does not expect to declare or pay any dividends on its common stock in the foreseeable future.



Greystone has not declared or paid any dividends on its common stock. Greystone
currently intends to retain future earnings to fund the development and growth
of its business, to repay indebtedness and for general corporate purposes, and,
therefore, does not anticipate paying any cash dividends on its common stock in
the foreseeable future. Pursuant to the terms and conditions of certain loan
documentation with International Bank of Commerce and the terms and conditions
of Greystone's 2003 preferred stock, Greystone is restricted in its ability to
pay dividends to holders of its common stock.

Greystone's common stock may be subject to secondary trading restrictions related to penny stocks.



Certain transactions involving the purchase or sale of Greystone's common stock
may be affected by a Commission rule for "penny stocks" that imposes additional
sales practice burdens and requirements upon broker-dealers that purchase or
sell such securities. For transactions covered by this penny stock rule, among
other things, broker-dealers must make certain disclosures to purchasers prior
to the purchase or sale. Consequently, the penny stock rule may impede the
ability of broker-dealers to purchase or sell Greystone's common stock for their
customers and the ability of persons now owning or subsequently acquiring
Greystone's common stock to resell such securities.

Greystone may issue additional equity securities, which would lead to further dilution of Greystone's issued and outstanding stock.



The issuance of additional common stock or securities convertible into common
stock would result in further dilution of the ownership interest in Greystone
held by existing shareholders. Greystone is authorized to issue, without
shareholder approval, an additional 20,700,000 shares of preferred stock,
$0.0001 par value per share, in one or more series, which may give other
shareholders dividend, conversion, voting and liquidation rights, among other
rights, which may be superior to the rights of holders of Greystone's common
stock. In addition, Greystone is authorized to issue, without shareholder
approval, over 4.9 billion additional shares of its common stock and securities
convertible into common stock.

Results of Operations

General

The consolidated financial statements include Greystone and its two wholly owned subsidiaries, Greystone Manufacturing, L.L.C. ("GSM"), and Plastic Pallet Production, Inc. ("PPP"), and one variable interest entity, Greystone Real Estate, L.L.C. ("GRE").

Greystone's primary business is the manufacturing of plastic pallets utilizing recycled plastic and selling the pallets through one of its wholly owned subsidiaries, GSM.



As of May 31, 2022 and 2021, Greystone had FTE's of approximately 217 and 261
employees, respectively. Temporary personnel from a personnel service entity are
utilized as needed. There were FTE's of approximately 81 and 30 temporary
personnel as of May 31, 2022 and 2021, respectively. Greystone's in-house
production capacity for its injection molding machines capable of producing
pallets is approximately 180,000 plastic pallets per month, or 2,160,000 per
year. Production levels generally vary proportionately with sales orders,
machine downtime or customer restrictions for maintaining stringent sizing

on
certain pallets.

11

Year Ended May 31, 2022 Compared to Year Ended May 31, 2021

Sales


Sales were $74,170,351 for fiscal year 2022 compared to $64,925,059 for fiscal
year 2021 for an increase of $9,245,292, or about 14%. The increase in pallet
sales from fiscal year 2021 to 2022 is principally due to (i) pricing
adjustments of approximately 8.1% on certain pallets to compensate for
inflationary increases in raw materials costs and (ii) net increases in number
of pallets sold of about 6.3% primarily to distributors.

Greystone had three customers (four in fiscal year 2021) who accounted for
approximately 76% and 83% of total sales in fiscal years 2022 and 2021,
respectively. Customers that account for significant sales may vary in any one
year. Generally, customers purchasing substantial quantities to replace or add
pallets to their inventory consistently comprise a significant portion of sales.
Any customer(s) needing a substantial quantity of pallets to fulfill a specific
need may vary from year to year.

Cost of Sales


Cost of sales was $66,395,792 (89% of sales) and $53,468,239 (82% of sales) in
fiscal years 2022 and 2021, respectively. The increase in cost of sales to sales
during fiscal year 2022 was the result of several factors, including increased
cost of raw materials resulting from inflationary factors that were occurring
faster than Greystone's ability to compensate through pricing, a shortage of
personnel and machine downtime during the first two quarters of fiscal year 2022
resulting in increased production costs per pallet due to Greystone's relatively
inflexible cost structure, and increased wages. Greystone is striving to
purchase more unprocessed material to affect a reduction in the average cost of
resin. Currently, Greystone's capacity to process resin is at a maximum thereby
creating more reliance on purchasing processed resin at a relatively higher cost
per pound. To increase the capacity for processing resin, Greystone has
purchased a new shredder and pelletizing system which are expected to become
operational during the period from November 2022 to February 2023.

Selling, General and Administrative Expenses


Selling, general and administrative (SGA) expense was $5,200,387, (7.0% of
sales) for fiscal year 2022 compared to $5,202,231 (8.0% of sales) for fiscal
year 2021 for a decrease of $(1,844). Legal expenses included in SGA totaled
approximately $494,000 and 456,000 during fiscal years 2022 and 2021,
respectively. These legal fees were primarily attributable to an arbitration
proceeding which was terminated with prejudice in fiscal year 2022.

Other Income (Expenses)



During fiscal year 2022, a gain was recognized on the forgiveness of debt and
accrued interest in the amount of $3,068,497 for the Paycheck Protection Program
loan under the Coronavirus Aid, Relief, and Economic Security Act.

Other income for fiscal years 2022 and 2021 included (i) a $246,079 refund for
the Employee Retention Credit Program, $22,336 from the sale of equipment and
$12,634 from sales of scrap material and (ii) sales of scrap material in the
amount of $19,122, respectively.

Interest expense was $841,701 in fiscal year 2022 compared to $1,177,799 in fiscal year 2021 for a decrease of $336,098. This decrease is primarily attributable to a net decrease in long-term debt and financing leases during fiscal year 2022 by approximately $4.8 million offset by an increase in Greystone's revolver loan by $3,700,000.

Provision for Income Taxes


The provision for income taxes was $535,417 in fiscal year 2022 compared to
$1,480,590 in fiscal year 2021 for a decrease of $945,173. The effective tax
rate differs from federal statutory rates due to net income from GRE which, as a
limited liability company, is not taxed at the corporate level, state income
taxes, income which is not subject to income tax in fiscal year 2022, charges
which have no income tax benefit and changes in the valuation allowance.

Based upon a review of its income tax filing positions, Greystone believes that
its positions would be sustained upon an audit by the Internal Revenue Service
and does not anticipate any adjustments that would result in a material change
to its financial position. Therefore, no reserves for uncertain income tax
positions have been recorded.

Net Income

Net income was $4,546,600 in fiscal year 2022 compared to $3,625,526 in fiscal year 2021 for an increase of $921,074 for the reasons discussed above.



12

Net Income Attributable to Common Stockholders



After deducting preferred dividends and income attributable to non-controlling
interests, the net income attributable to common stockholders was $3,938,478, or
$0.14 per share, in fiscal year 2022 compared to $3,030,165, or $0.11 per share,
in fiscal year 2021 for the reasons discussed above.

Liquidity and Capital Resources

General

A summary of Greystone's cash flows for the year ended May 31, 2022, was as follows:

Cash provided by operating activities $ 6,637,361 Cash used in investing activities $ (6,080,521 ) Cash used in financing activities $ (1,801,116 )

Contractual obligations of Greystone as of May 31, 2022, were as follows:



                              Total           1 year         2-3 years       4-5 years       Over 5 years
Long-term debt             $ 13,496,191     $ 4,160,403     $ 8,669,035     $    99,952     $      566,801
Financing lease rents      $  2,274,746     $ 1,730,278     $   539,957     $     4,511     $            -
Operating lease rents      $     58,498     $    33,881     $    24,617     $         -     $            -
Commitments                $  4,754,382     $ 4,754,382     $         -     $         -     $            -




Greystone had a working capital deficit of $(5,247,286) as of May 31, 2022.

Greystone's principal long-term debt obligations include a $4,000,000 revolving
line of credit and several term notes with IBC with various maturities and a
note payable to Mr. Rosene maturing on January 15, 2024. To provide for the
funding to meet Greystone's operating activities and contractual obligations as
of May 31, 2022, Greystone will have to continue to produce positive operating
results or explore various options including long-term debt and equity
financing. However, there is no guarantee that Greystone will continue to create
positive operating results or be able to raise sufficient financing to meet
these obligations.

A substantial portion of debt financing that Greystone has received through May
31, 2022, has been provided by loans or through bank loan guarantees from the
officers and directors of Greystone. Greystone continues to be dependent upon
its officers and directors to provide and/or secure additional financing and
there is no assurance that either will do so.

Greystone has 50,000 outstanding shares of cumulative 2003 Preferred Stock for a
total of $5,000,000 with a preferred dividend rate at the prime rate of interest
plus 3.25%. Greystone paid accrued dividends to its preferred stockholders
during fiscal years 2022 and 2021 of $243,082 and $407,329, respectively, and
plans to continue to make preferred stock dividend payments to the holders of
its preferred stock as allowed under the terms of the IBC Loan Agreement as
discussed herein under the caption "Loans from International Bank of Commerce"
which allows for such payments not to exceed $500,000 per year. Greystone does
not anticipate that it will make cash dividend payments to any holders of its
common stock unless and until the financial position of Greystone improves
through increased revenues, additional financing or otherwise. Further, pursuant
to the terms and conditions of certain loan documentation with International
Bank of Commerce, as discussed herein under the caption "Loans from
International Bank of Commerce," and the terms and conditions of Greystone's
2003 preferred stock, Greystone is restricted in its ability to pay dividends to
holders of its common stock.

13

Transactions with Warren Kruger and Related Entities

Yorktown Management & Financial Services, LLC ("Yorktown"), an entity wholly
owned by Mr. Kruger, Greystone's CEO and President, owns and rents to Greystone
(1) grinding equipment used to grind raw materials for Greystone's pallet
production and (2) extruders for pelletizing recycled plastic into pellets for
use as raw material in the manufacture of pallets. Greystone compensates
Yorktown for the use of equipment as discussed below.

Rental fees. GSM pays weekly rental fees of $27,500 to Yorktown for grinding equipment and pelletizing equipment. Total rental fees of approximately $1,430,000 were paid in both fiscal years 2022 and 2021.

Yorktown provides administrative office space for Greystone in Tulsa, Oklahoma under a one-year lease agreement at a rental rate of $5,200 per month.


Sale and leaseback transaction. Effective December 28, 2018, Greystone and
Yorktown entered into an agreement whereby Greystone sold certain newly acquired
equipment to Yorktown at net book value, $968,168 and leased the equipment from
Yorktown under a four-year agreement at a monthly rent of $27,915 for the
initial thirty-six months and $7,695 for the remaining twelve months. The lease
agreement provides for a bargain purchase option of $10,000 at the end of the
lease term on December 31, 2022.

Loans from International Bank of Commerce ("IBC")



On January 31, 2014, Greystone and GSM (the "Borrowers") and IBC entered into a
Loan Agreement (the "IBC Loan Agreement"), as amended. The IBC Loan Agreement
includes a revolving loan in an aggregate principal amount of up to $4,000,000
and several term loans primarily to fund acquisition of production equipment, as
discussed in Note 4, Long-term Debt, to the consolidated financial statements.
These loans are supported by a $3,500,000 guarantee by Warren Kruger,
Greystone's President and CEO, and Robert Rosene, a Greystone board member.

On July 29, 2022, Greystone and International Bank of Commerce ("IBC") entered
into an Amended and Restated Loan Agreement (the "Restated IBC Loan Agreement")
as further described in a Form 8-K filed with the Securities and Exchange
Commission on August 4, 2022. The Restated IBC Loan Agreement provides for the
IBC to make to Greystone (i) a term loan in the amount of $7,854,707.54 to
consolidate all existing term loans in the aggregate amount of $2,669,891.67
with Lender, extend credit in the amount of $3,271,86.98 to pay off a note
payable to Robert B. Rosene, Jr. and extend additional credit to fund the
purchase in the amount of $1,912,828.89 of the equipment subject to the iGPS
Logistics, LLC, leases, (ii) an advancing term loan facility whereby Greystone
may obtain advances up to the aggregate amount of $7,000,000 (items i and ii
referred to as "Term Loans"), and (iii) a renewal of the revolving loan with an
increase of $2,000,000 (the "Revolving Loan"). The exact amount which can be
borrowed under the Revolving Loan from time to time is dependent upon the amount
of the borrowing base but can in no event exceed $6,000,000. The Restated Loan
Agreement requires limited guarantees from Warren F. Kruger, President and CEO,
and Robert B. Rosene, Jr., a director of Greystone.

Financing Leases



Effective May 10, 2016, Greystone and a private pallet leasing company
("Lessor") entered into a Master Lease Agreement, with a bargain purchase
option, for injection molding machines to increase production of pallets for the
Lessor. Currently, there are three machines leased under the Master Lease
Agreement. Generally, lease payments are based on sales to the Lessor of pallets
produced from each machine.

Transactions with Robert B. Rosene, Jr.

Loan. Effective December 15, 2005, Greystone entered into an agreement with Robert B. Rosene, Jr., a member of Greystone's Board of Directors, to convert $2,066,000 of advances into a note payable at 7.5% interest.



Effective June 1, 2016, the note payable to Mr. Rosene was restated (the
"Restated Note") whereby the accrued interest as of June 1, 2016 of $2,475,690
was combined with the outstanding principal of $2,066,000 resulting in a note
payable in the principal amount of $4,541,690 with an interest rate of 7.5% and
a maturity of January 15, 2019, subsequently amended to January 15, 2024. The
Restated Note requires the payment of accrued interest to Mr. Rosene. In
addition, the Restated Note allows Greystone to make additional payments, at
Greystone's discretion, up to an amount allowed by the IBC Loan Agreement.


14

Off-Balance Sheet Arrangements

Greystone does not have any off-balance sheet arrangements.

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