PART I. FINANCIAL INFORMATION Financial Statements The company reported a reduced net loss of $2.18 million in Q1 2025, driven by lower payroll, while shifting to engineered soils despite going concern doubts Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 (USD) | December 31, 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Assets | | | | | Cash | $17,540 | $296,202 | ($278,662) | | Notes receivable | $5,460,672 | $960,672 | $4,500,000 | | Total Assets | $13,105,776 | $12,753,792 | $351,984 | | Liabilities & Equity | | | | | Total current liabilities | $11,989,079 | $10,400,657 | $1,588,422 | | Total liabilities | $12,804,648 | $11,900,614 | $904,034 | | Total stockholder's equity | $301,128 | $853,178 | ($552,050) | Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations (Unaudited) | Account | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Sales | $18,170 | $49,816 | ($31,646) | | Gross Profit | $6,370 | $49,816 | ($43,446) | | Payroll and related expenses | $451,451 | $2,016,087 | ($1,564,636) | | General and administrative expenses | $735,120 | $466,254 | $268,866 | | Operating loss | ($1,263,862) | ($2,501,675) | $1,237,813 | | Interest expense | ($954,648) | ($565,996) | ($388,652) | | Net loss | ($2,179,993) | ($3,067,671) | $887,678 | | Net loss per share (Basic and diluted) | ($1.08) | ($5.17) | $4.09 | Condensed Consolidated Statements of Cash Flows Cash Flow Summary (Unaudited) | Activity | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | ($551,874) | ($693,778) | | Net cash used in investing activities | ($10,000) | ($87,799) | | Net cash provided by financing activities | $283,211 | $855,878 | | Net change in cash | ($278,662) | $74,301 | | Cash – beginning of period | $296,202 | $3,236 | | Cash – end of period | $17,540 | $77,537 | Notes to Condensed Consolidated Financial Statements - The company is shifting its primary focus from real estate development to the engineered soils business through the planned acquisition of Resource Group US Holdings LLC, and is monetizing real estate holdings to support this transition22 - The company has incurred net losses since inception and has a net capital deficiency, raising substantial doubt about its ability to continue as a going concern, relying on bridge financing and equity/debt issuance23 - In March 2025, the company sold its 60% interest in the Sugar Phase I JV to Milk & Honey, deconsolidating Sugar Phase's activities and now accounting for its remaining interest using the equity method3940146 - In February 2025, the company sold its 10% equity interest in JDI-Cumberland Inlet, LLC for a $4.5 million promissory note due February 2026, recording a deferred gain of $1.475 million due to collection uncertainty4870 - The company has entered into multiple complex financing agreements, including secured convertible debentures with Arena Investors, with $1.1 million of Arena debentures converted into 591,254 shares of common stock during Q1 202593110 - The company operates in two segments: Real Estate Development and Technology, with Q1 2025 operating losses of $1.25 million for Real Estate and $10,022 for Technology144 - Subsequent to quarter end, on April 4, 2025, the company closed the third tranche of financing with Arena Investors, issuing $555,555 in convertible debentures for a purchase price of $500,000147 Management's Discussion and Analysis of Financial Condition and Result of Operations The company is transitioning to engineered soils, monetizing real estate, and improved Q1 2025 net loss to $2.18 million due to lower payroll, but faces critical liquidity and going concern doubts - The company is strategically shifting its business focus towards the transformation of organic green waste into engineered soil and mulch products, contingent on the closing of the Resource Group acquisition166178 - To fund operations and its strategic shift, the company is monetizing its real estate holdings, including selling its interest in the JDI-Cumberland project for a $4.5 million note and selling its interest in the Sugar Phase I JV165168177 Results of Operations Comparison (Unaudited) | Account | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Sales | $18,170 | $49,816 | | Payroll and related expenses | $451,451 | $2,016,087 | | General and administrative expenses | $735,120 | $466,254 | | Operating loss | ($1,263,862) | ($2,501,675) | | Net loss | ($2,179,993) | ($3,067,671) | - The decrease in net loss for Q1 2025 compared to Q1 2024 was primarily driven by a $1.56 million reduction in payroll and related expenses, as the 2024 period included $1.75 million in stock-based compensation190 - The company's financial condition raises substantial doubt about its ability to continue as a going concern, with cash of only $17,540 as of March 31, 2025, relying on financing arrangements like the Arena private placement and a $50 million equity line of credit (ELOC) to maintain operations196197200 Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is exempt from providing quantitative and qualitative market risk disclosures - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk217 Controls and Procedures Management concluded disclosure controls were effective as of March 31, 2025, having remediated a material weakness in internal controls during Q1 2025 - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level219 - A material weakness in internal controls over financial reporting, previously identified as of June 30, 2024, and December 31, 2024, was remediated during Q1 2025 by adding four more external consultants to assist in financial statement preparation221222 PART II. OTHER INFORMATION Legal Proceedings The company is not currently involved in any material legal proceedings, though it may face claims in the normal course of business - The Company is not currently involved in any legal proceedings143225 Risk Factors The company faces significant risks including substantial doubt about its going concern ability, capital needs, potential control weaknesses, and Nasdaq delisting risk - Auditors have expressed substantial doubt about the company's ability to continue as a going concern due to a history of significant net losses and the expectation of future losses227 - The company needs to raise additional capital to support its business plans but faces uncertainty in obtaining funding on acceptable terms, which may force delays or reductions in development plans228229 - The company previously identified and has since remediated a material weakness in its internal control over financial reporting; however, there is a risk that additional weaknesses could be identified in the future, potentially leading to material errors in financial statements230231232 - The company faces the risk of its common stock being delisted from Nasdaq if it fails to meet continued listing requirements, having previously received and since regained compliance from non-compliance notices regarding minimum stockholders' equity and minimum bid price requirements234235239 Unregistered Sales of Equity Securities and Use of Proceeds No unregistered equity securities were sold during Q1 2025, except as previously disclosed in SEC filings - No equity securities were sold in unregistered transactions during the quarter ended March 31, 2025, other than as previously disclosed in SEC filings244 Defaults Upon Senior Securities The company reports no defaults upon senior securities - The company reports no defaults upon senior securities245 Mine Safety Disclosures This item is not applicable to the company - This item is not applicable to the company246 Other Information No directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No directors or executive officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the first quarter of 2025247 Exhibits This section provides an index of exhibits filed with the Form 10-Q, including corporate governance, financing, and SOX certifications - The report includes an index of all exhibits filed, such as the Certificate of Incorporation, Bylaws, various financing agreements and amendments, and CEO/CFO certifications250251
SG DevCo(SGD) - 2025 Q1 - Quarterly Report