Revenue and Financial Performance - The company generated minimal revenue to date, focusing on acquiring and developing properties for green single or multi-family projects[26]. - The company reported a net loss of $8,908,475 for the year ended December 31, 2024, compared to a net loss of $4,200,541 for the year ended December 31, 2023[102]. - As of December 31, 2024, the company had cash reserves of $296,202 and an accumulated deficit totaling $16 million[104]. - The company expects to incur additional operating losses in the future and does not anticipate generating substantial revenue from its development activities for several years[107]. - The company may experience fluctuations in quarterly operating results due to various factors, including market conditions and competition[144]. - The company has never paid cash dividends on its common stock and does not anticipate doing so in the foreseeable future[223]. Acquisitions and Joint Ventures - The company entered into a Membership Interest Purchase Agreement to acquire Resource Group for $480,000 in cash and shares, shifting focus to engineered soil and mulch products[28][29]. - The company acquired Majestic World Holdings for 500,000 shares and $500,000 in cash, integrating AI technology into real estate operations[37][38]. - The company acquired a 50% membership interest in Norman Berry II Owners, LLC for $600,000, with expected development costs of approximately $35,000,000[66]. - The company acquired a 10% non-dilutable equity interest in JDI-Cumberland for $3 million, which plans to develop a mixed-use community with 3,500 units[217]. - The company invested $600,000 for a 50% membership interest in Norman Berry II Owners, LLC, which is expected to develop 134 multi-family rental apartments[216]. - The company entered into a Joint Venture Agreement with Milk & Honey for developing single-family homes, with the company contributing $100,000 and holding a 60% interest[55][57]. Real Estate Development - The company completed construction of five single-family homes in a joint venture, with delivery expected in Q1 2025, and is developing 57 single-family lots in another project[27]. - The company acquired a 50+ acre site in Lago Vista, Texas for $3,500,000, with plans for 174 condominium units and 30% short-term rental allowance[48]. - The St. Mary's Site was purchased for $296,870, with plans for a 120,000 square foot manufacturing facility, and a promissory note of $148,300 was extended for one year[71]. - The McLean Mixed Use Site was acquired for $868,000, with plans for 800 residential units and 1.1 million square feet of industrial space[75]. - The company acquired the Lago Vista property for $11.5 million, which is approved for 174 condominium units and may include rental units[215]. - The company acquired 100% ownership of approximately 114 mixed-use acres in Durant, Oklahoma for $868,000, anticipating the development of 800 residential units and 1.1 million square feet of industrial space[218]. Financing and Capital Structure - A Short-Term Note of $2,000,000 was issued, with a 12% interest rate, and has been extended to February 1, 2024[49]. - A promissory note of $5,000,000 was issued on March 31, 2023, with a current interest rate of 13.5%, due in full on April 1, 2024[50][51]. - The company has received a secured loan of $1,750,000 from BCV S&G DevCorp, with a potential total of up to $3,000,000, maturing on December 1, 2025[149]. - The company is considering multiple financing alternatives, including equity and debt financings, to support its long-term business plans[105]. - Significant additional capital will be needed in the future, which may lead to substantial dilution for existing stockholders due to potential equity issuances[185]. Regulatory Compliance and Risks - The company is committed to compliance with evolving regulations surrounding AI and data privacy, including the CCPA and GDPR[46][47]. - The company has utilized reduced disclosure obligations as an emerging growth company, allowing it to present only two years of audited financial statements[95]. - The company incurred significant costs related to compliance with the Sarbanes-Oxley Act and other regulatory requirements, impacting management's time and resources[173]. - A material weakness in internal control over financial reporting was identified as of June 30, 2024, and continued to be ineffective as of December 31, 2024[167]. - Compliance with environmental laws may impose significant costs and liabilities, impacting financial position and operational costs[130]. Market Conditions and Competition - The real estate industry is highly cyclical, influenced by economic conditions, which may materially affect business and cash flows[136]. - The company faces significant competition in the composting and AI technology markets from established firms with greater financial resources[112][113]. - The company faces intense competition in the composting and engineered soils industry, which may require significant investments in innovation to maintain market share[198]. - Economic and geopolitical factors, including inflation and supply chain disruptions, could adversely impact the company's business and operating results[154]. Cybersecurity and Technology - The company maintains a comprehensive cybersecurity program to manage and mitigate threats, ensuring the integrity and confidentiality of client information[208]. - The company has engaged a third-party firm to audit its cybersecurity and risk management systems to ensure integrity[210]. - To date, the company has not experienced any cybersecurity incidents, but acknowledges the prevalence of cyber threats in the current landscape[211]. - The company is increasingly dependent on information technology, facing risks related to cybersecurity and data breaches that could adversely affect operations[157]. Future Outlook and Strategic Plans - The company plans to continue entering joint ventures to diversify its portfolio and preserve capital resources[81]. - The company plans to enter a new line of business focused on transforming organic green waste into engineered soil and mulch products, with no prior experience in this market[101]. - The proposed acquisition of Resource Group is subject to various conditions, and failure to complete it could hinder strategic growth plans[203]. - The integration of Resource Group's operations may present challenges that could adversely affect the company's business and financial condition[206].
SG DevCo(SGD) - 2024 Q4 - Annual Report