Financial Performance - The company has not generated any revenue to date and has focused on acquiring three properties and investing in two entities for future development [126]. - The company reported sales of $49,816 for the three months ended March 31, 2024, compared to no sales in the same period of 2023 [167]. - The operating loss for the three months ended March 31, 2024, was $2,501,676, compared to an operating loss of $720,913 in the same period of 2023 [167]. - The net loss for Q1 2024 was $3,067,671, compared to a net loss of $1,486,922 in Q1 2023 [167]. - The company has incurred significant net losses since inception, with a net loss of $4,200,541 for the year ended December 31, 2023 [173]. Investment and Development Plans - The company plans to invest approximately $500,000 over the next 12 months to initiate the development of the Magnolia Gardens Project in Durant, Oklahoma [127]. - The company intends to use proceeds from sales of securities and future financings to develop properties, contingent on raising sufficient capital [127]. - A majority interest in Majestic World Holdings LLC (MWH) was acquired, which has developed the Xene AI Software platform aimed at decentralizing the real estate marketplace [128]. - The company acquired MWH and the XENE Home Platform, which aims to create a decentralized real estate marketplace, launched in April 2024 [156]. Financing Activities - The company raised $1,200,000 through a private placement offering with Peak One, including an 8% convertible debenture and warrants [130]. - The first tranche of the private placement included a $700,000 convertible debenture sold for $630,000, reflecting a 10% original issue discount [130]. - The second tranche of the private placement involved a $250,000 convertible debenture sold for $225,000, also at a 10% original issue discount [132]. - The third tranche of the private placement was completed with another $250,000 convertible debenture sold for $225,000, maintaining the same discount [134]. - The company entered into a private placement agreement to issue three 2024 Debentures totaling $1,200,000, with the first tranche closing on April 29, 2024, for $350,000 [138][139]. - The First 2024 Debenture has an interest rate of 8% per annum and is convertible at a price of $0.70, with a floor price of $0.165 [140]. - The company has the right to direct Peak One to purchase up to $10,000,000 in shares under the Equity Purchase Agreement, with $423,660 raised to date [149]. - The company sold approximately 886,000 shares under the Equity Purchase Agreement for gross proceeds of approximately $723,660 as of May 10, 2024 [150]. - The company drew down $100,000 from a Line of Credit of up to $250,000, with a maturity date of September 1, 2024, and an interest rate of 12.0% [184]. Real Estate Transactions - The company has entered into agreements to sell its St. Mary's site and Lago Vista site to monetize real estate holdings throughout 2024 [127]. - The company agreed to sell approximately 27 acres of land in St. Mary's, Georgia, for $1.35 million, with a portion paid via a promissory note [150]. - The company entered into a contract to sell the Lago Vista property for $5.825 million, with closing expected after a 70-day due diligence period [154]. - The book value of the Lago Vista project, classified as Assets Held for Sale, is $4,400,361, including project development costs of $824,231 [197]. Expenses and Cash Flow - Total payroll and related expenses increased to $2,016,087 in Q1 2024 from $473,497 in Q1 2023, primarily due to stock-based compensation of $1,746,640 [169]. - Other operating expenses rose to $535,405 in Q1 2024 from $247,426 in Q1 2023, driven by increased professional fees related to being a public company [170]. - As of March 31, 2024, the company had cash of $77,537, a significant decrease from $3,236 as of December 31, 2023 [173]. - During the three months ended March 31, 2024, net cash used in operating activities was $724,509, a decrease of $197,692 compared to $922,201 in the same period of 2023 [185]. - Cash provided from financing activities was $855,878 for the three months ended March 31, 2024, compared to $2,297,559 in the same period of 2023 [187]. - Cash used in investing activities increased to $57,068 for the three months ended March 31, 2024, compared to $38,142 in the same period of 2023 [186]. Compliance and Regulatory Issues - The company received a notice from Nasdaq regarding non-compliance with the minimum stockholders' equity requirement of $2,500,000, reporting equity of $1,887,777 as of December 31, 2023 [162]. - The company is required to submit a Compliance Plan to Nasdaq by May 31, 2024, to address the equity deficiency [162]. - The company is subject to an exchange cap of 19.99% of the outstanding shares under the 2024 Securities Purchase Agreement [148]. Debt Obligations - The company has a promissory note of $5,000,000 with a maturity date extended to April 1, 2025, and an interest rate increased to 17% [151]. - LV Holding extended the maturity date of the LV Note to April 1, 2025, with an increased interest rate of 17.00% and an extension fee of $50,000 [179]. - The promissory note related to the St. Mary's Site was modified to increase the loan amount to $200,000, with a maturity date extended for one year and an interest rate of 9.75% [180].
SG DevCo(SGD) - 2024 Q1 - Quarterly Report