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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended March 31, 2024

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from _____to _____

 

Commission file number: 001-38448

 

DEEP GREEN WASTE & RECYCLING, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming   7349   30-1035174

(State or other Jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

 

3524 Central Pike, Suite 310, Hermitage, TN 37076

(833) 304-7336

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller Reporting Company ☒
  Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None        

 

As of June 17, 2024, there were 8,814,613 shares of the registrant’s common stock outstanding.

 

 

 

 

 

 

DEEP GREEN WASTE & RECYCLING, INC.

 

TABLE OF CONTENTS

 

    Page
Number
     
PART I – FINANCIAL INFORMATION 5
Item 1. Financial Statements (Unaudited) 5
  Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 6
  Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited) 7
  Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the three months ended March 31, 2024 and 2023 (Unaudited) 8
  Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited) 9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
Item 3. Quantitative and Qualitative Disclosures About Market Risk 37
Item 4. Controls and Procedures 37
     
PART II – OTHER INFORMATION 38
Item 1. Legal Proceedings 38
Item 1A. Risk Factors 38
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 38
Item 3. Defaults Upon Senior Securities 38
Item 4. Mine Safety Disclosures 38
Item 5. Other Information 38
Item 6. Exhibits 39
     
  Signatures 43

 

2

 

 

USE OF MARKET AND INDUSTRY DATA

 

This Quarterly Report on Form 10-Q includes market and industry data that we have obtained from third-party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management has developed its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party sources referred to in this Quarterly Report on Form 10-Q are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this Quarterly Report on Form 10-Q or ascertained the underlying economic assumptions relied upon by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Also, references in this Quarterly Report on Form 10-Q to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Quarterly Report on Form 10-Q.

 

Solely for convenience, we refer to trademarks in this Quarterly Report on Form 10-Q without the ® or the ™ or symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our own trademarks. Other service marks, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, if any, are the property of their respective owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.

 

OTHER PERTINENT INFORMATION

 

Unless the context otherwise indicates, when used in this Quarterly Report on Form 10-Q, the terms “Deep Green” “we,” “us,” “our,” the “Company” and similar terms refer to Deep Green Waste & Recycling, Inc., a Wyoming corporation formerly known as Critic Clothing, Inc., and affiliates.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events (including, without limitation, the terms, timing and closing of our proposed acquisitions or our future financial performance). We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.

 

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Quarterly Report identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

 

  ● Our ability to effectively execute our business plan;
     
  ● Our ability to manage our expansion, growth and operating expenses;
     
  ● Our ability to protect our brands and reputation;

 

3

 

 

  ● Our ability to repay our debts;
     
  ● Our ability to evaluate and measure our business, prospects and performance metrics;
     
  ● Our ability to compete and succeed in a highly competitive and evolving industry;
     
  ● Our ability to respond and adapt to changes in technology and customer behavior;
     
  ● Risks in connection with completed or potential acquisitions, dispositions and other strategic growth opportunities and initiatives;
     
  ● Risks related to the anticipated timing of the closing of any potential acquisitions;
     
  ● Risks related to the integration with regards to potential or completed acquisitions;
     
  ● Various risks related to health epidemics, pandemics and similar outbreaks, such as the coronavirus disease 2019 (“COVID-19”) pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

 

This Quarterly Report on Form 10-Q also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Quarterly Report and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to, the possibility that we may fail to preserve our expertise in consumer product development; that existing and potential distribution partners may opt to work with, or favor the products of, competitors if our competitors offer more favorable products or pricing terms; that we may be unable to maintain or grow sources of revenue; that we may be unable maintain profitability; that we may be unable to attract and retain key personnel; or that we may not be able to effectively manage, or to increase, our relationships with customers; that we may have unexpected increases in costs and expenses. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

4

 

 

PART I --- FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS

 

 

Page

Number

   
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 6
Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited) 7
Condensed Consolidated Statements of Changes in Stockholders’ Deficiency for the three months ended March 31, 2024 and 2023 (Unaudited) 8
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited) 9
Notes to Condensed Consolidated Financial Statements 10

 

5

 

 

DEEP GREEN WASTE & RECYCLING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   March 31, 2024   December 31, 2023 
   (Unaudited)     
ASSETS        
Current assets:          
Cash  $83,174   $318,441 
Accounts receivable, net of allowance for doubtful accounts of $22,301 at March 31, 2024 and $75,105 at December 31, 2023   344,409    855,633 
Prepaid expenses and other current assets   25,648    19,912 
Total current assets   453,231    1,193,986 
           
Property and equipment, net   26,101    138,494 
Goodwill and Intangible assets, net   682,503    786,062 
Right of use Asset   250,738    - 
Deposits   11,257    3,000 
Total other assets   970,599    927,556 
Total assets  $1,423,830   $2,121,542 
           
LIABILITIES          
           
Current liabilities:          
Current portion of debt  $459,961   $575,077 
Secured notes and convertible notes payable, net of debt discounts of $0 and $62,500 at March 31, 2024 and December 31, 2023, respectively   484,288    971,788 
Current portion of operating lease liabilities   61,181    - 
Accounts payable   2,921,691    3,028,905 
Accrued expenses   268,830    265,569 
Deferred compensation   3,549    102,286 
Accrued interest   201,278    200,279 
Customer deposits payable   62,986    62,986 
Derivative liability   81,239    214,702 
Total current liabilities   4,545,003    5,421,592 
           
Long-term liabilities:          
Long-term portion of debt   -    - 
Long- term portion of operating lease liabilities   189,557    - 
Total long-term liabilities   189,557    - 
           
Total liabilities   4,734,560    5,421,592 
           
STOCKHOLDERS’ DEFICIT          
           
Common stock, $0.0001 and $0.0001 par value; 3,000,000,000 and 3,000,000,000 and shares authorized; 8,814,613 and 8,814,613 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively  $881   $881 
Preferred Stock, $0.0001 and $0.0001 par value, $1 and $1 per share stated value, 5,000,000 and 5,000,000 shares authorized; 52,000 and 52,000 shares of Series B Convertible Preferred Stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively   52,000    52,000 
Additional paid-in capital   9,708,646    9,708,646 
Accumulated deficit   (13,072,257)   (13,061,577)
           
Total stockholders’ deficit   (3,310,730)   (3,300,050)
           
Total liabilities and stockholders’ deficit  $1,423,830   $2,121,542 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 

 

DEEP GREEN WASTE & RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

   March 31, 2024    March 31, 2023 
          
Revenues  $342,325    $178,763 
            
Total revenues   342,325     178,763 
            
Cost of revenues   71,583     71,445 
            
Gross margin   270,742     107,318 
            
Operating expenses:           
Selling, general and administrative   268,280     166,712 
Officers and directors’ compensation   41,500     53,400 
Professional and consulting   11,069     10,143 
Provision for doubtful accounts   (51,087)    (1,618)
Depreciation and amortization   58,403     73,387 
Total operating expenses   328,165     302,024 
            
Operating (loss)   (57,423)    (194,706)
            
Other income/(expense):           
Derivative liability gain/(loss)   133,463     7,464 
Loss on Conversion of Notes Payable and accrued interest   -     (31,903)
Gain on Asset Disposition   -     43,565 
Interest expense (including amortization of debt discounts of $62,500 and $12,500, respectively)   (66,118)    (34,944)
Total other income (expense)   67,345     (15,818)
Income (loss) from continuing operations   9,922     (213,127)
Discontinued operations (Note C)           
Operations of DG Research Inc   (46,990)    2,603 
Gain on sale of assets of DG Research Inc   26,388     - 
Income (loss) from discontinued operations   (20,602)    2,603 
Net (loss)  $(10,680)   $(210,524)
            
Net loss per common share – basic and diluted;           
Continuing operations  $0.00    $(0.17)
Discontinued operations   (0.00)    0.00 
Total  $(0.00)   $(0.17)
            
Basic and diluted weighted-average common shares outstanding   8,814,613     1,245,834 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

7

 

 

DEEP GREEN WASTE & RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIENCY)
(Unaudited)

 

For the three months ended March 31, 2024:

 

   Shares      Shares             
   Series B           Additional         
   Preferred stock   Common Stock   Paid in   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
                             
Balances at December 31, 2023   52,000   $52,000    8,814,613   $881   $9,708,646   $(13,061,577)  $(3,300,050)
                                    
Net loss for the three months ended March 31, 2024   -    -    -     -     -     (10,680)   (10,680)
Balances at March 31, 2024   52,000   $52,000    8,814,613   $881   $9,708,646   $(13,072,257)  $(3,310,730)

 

For the three months ended March 31, 2023:

 

  Series B           Additional         
   Preferred stock   Common Stock   Paid in   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
                             
Balances at January 1, 2023   52,000   $52,000    1,147,827   $115   $8,761,354    $ (12,371,437)   $(3,557,968)
Issuance of common stock in satisfaction of notes payable   -    -    116,318    11    60,922    -    60,933 
Net loss for the three months ended March 31, 2023   -    -    -    -    -    (210,524)   (210,524)
Balances at March 31, 2023   52,000   $52,000    1,264,145   $126   $8,822,276   $(12,581,961)  $(3,707,559)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

8

 

 

DEEP GREEN WASTE & RECYCLING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

   March 31, 2024   March 31, 2023 
         
OPERATING ACTIVITIES:          
Net income (loss) for the period  $(10,680)  $(210,524)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation and amortization   68,729    73,387 
Gain on sale of assets of DG Research Inc.   (26,388)   - 
Gain on asset disposition   -    (43,565)
Provision for doubtful accounts   (51,087)   (1,618)
Amortization of debt discounts   62,500    12,500 
Derivative liability (income) expense   (133,463)   (7,464)
Loss on conversion of notes   -    31,903 
Changes in operating assets and liabilities:          
Accounts receivable   562,320    45,685 
Prepaid expenses and other current assets   (5,736)   (5,180)
Deposits   (8,257)   - 
Accounts payable   (108,612)   (14,114)
Accrued expenses   3,261    30,700 
Deferred compensation   (98,737)   1,677 
Accrued interest   999    19,314 
Net cash provided by (used in) operating activities   254,849    (67,299)
           
INVESTING ACTIVITIES:          
Proceeds from sale of assets of DG Research Inc.   175,000    - 
Proceeds from disposition of asset   -    51,585 
Net cash provided in investing activities   175,000    51,585 
           
FINANCING ACTIVITIES:          
Repayment of secured notes and convertible notes payable   (550,000)   - 
Increase (decrease) in other debt -net   (115,116)   (20,696)
Net cash provided by (used in) financing activities   (665,116)   (20,696)
           
NET INCREASE (DECREASE) IN CASH   (235,267)   (36,410)
           
CASH, BEGINNING OF PERIOD   318,441    36,616 
           
CASH, END OF PERIOD  $83,174   $206 
           
Supplemental disclosure of cash flow information          
Cash paid during the period for:          
Interest  $2,619   $ - 
Income taxes  $-   $- 
Non-Cash investing and financing activities:          
Issuance of common stock in satisfaction of debt:          
Fair Value of Common Stock Issued  $-   $60,933 
Notes Payable Satisfied        (29,030)
Accrued Interest Satisfied   -    - 
Loss on conversions of notes payable  $-   $31,903 
Right of use asset acquired January 1, 2024  $259,237   $- 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

9

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE A – ORGANIZATION

 

Deep Green Waste & Recycling, 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, the Company 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 2,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares and the June 20, 2023 reverse stock split of 1 share for 1,500 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 56,667 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares and the June 20, 2023 reverse stock split of 1 share for 1,500 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.

 

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.

 

In the quarterly period ended March 31, 2021, 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.

 

10

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE A – ORGANIZATION (continued)

 

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 1,333 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.

 

Securities Purchase Agreement

 

On August 11, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”) and Lyell Environmental Services, Inc. (hereinafter “LES”). On October 19, 2021, the Company closed on the Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”). In consideration for the purchase of all Lyell Environmental Services, Inc. shares from the Shareholder, the Company was to pay the Shareholder (i) $50,000 upon execution of the Agreement that was held in escrow, (ii) $1,300,000 at Closing, and (iii) 667 shares of the Company’s common stock. Under the amended Agreement (the “Amended Agreement”), the Company paid to the Shareholder (i) the $50,000 paid upon execution of the Agreement and that was held in escrow, (ii) $1,000,000 at Closing, and (iii) 667 shares of the Company’s common stock. The Company also issued the Shareholder a Promissory Note (the “Promissory Note”) in the amount of $186,537.92, which had a balance of $49,179 at December 31,2023, bore interest at 7% per annum and was due on December 18, 2021. The transaction closed on October 19, 2021. LES provides asbestos removal and other remediation services to customers.

 

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.

 

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DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE A – ORGANIZATION (continued)

 

Reverse Stock Split

 

On June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse stock split which reduced the issued and outstanding shares of common stock from 1,896,216,952 shares to 1,264,165 shares. The accompanying financial statements have been retroactively restated to reflect this reverse split stock.

 

Sale of AMWASTE

 

On March 20, 2024, Deep Green Waste & Recycling, Inc. and its subsidiary DG Research Inc. dba AMWASTE (“DGRI”), along with Tyler’s Couch, LLC, a single member LLC owned by Bill Edmonds, Deep Green’s Chairman and CEO, (collectively, the “Sellers”) completed the sale of substantially all of the assets of DGRI to Amwaste of Georgia, LLC (“Buyer”) for a total purchase price of $185,000. The sale included DGRI’s business assets, equipment, contracts, leases, and intellectual property related to its waste management business located in Glynn County, Georgia. The purchase price was allocated $175,000 to Deep Green and $10,000 to Tyler’s Couch, LLC.

 

The sale was governed by the terms of the Purchase and Sale Agreement dated February 19, 2024. Key assets transferred included trucks, containers, equipment, the “Amwaste” trade name and related intellectual property, customer lists, contracts and open work orders. Excluded assets were minimal. The agreement contained customary representations, warranties and covenants by the Sellers.

 

The transaction allows Deep Green to divest its Amwaste subsidiary and assets in Georgia. Bill Edmonds, as an affiliate of Deep Green and the owner of the single member Tyler’s Couch LLC, was a key party to the agreement on the sell side. The sale indicates Deep Green is streamlining its business and provides it with additional cash proceeds.

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Summary of Significant Accounting Policies

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

 

Interim Financial Statements

 

The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2024. These financial statements should be read in conjunction with that report.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DG Research, Inc., DG Treasury, Inc. and Lyell Environmental Services Inc. All inter-company balances and transactions have been eliminated in consolidation.

 

Cash Equivalents

 

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents.

 

12

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes

 

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.

 

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2024 and December 31, 2023, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

 

Financial Instruments and Fair Value of Financial Instruments

 

We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1:   Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:   Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:   Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (see NOTE J), where Level 2 inputs were used, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.

 

For nonrecurring fair value measurements of issuances of common stock for services and in satisfaction of convertible notes payable and accrued interest (see NOTE K), we used Level 2 inputs.

 

Derivative Liabilities

 

We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

 

13

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

 

Impairment of Long-Lived Assets

 

The Company’s long-lived assets (consisting primarily of property, equipment and intangible assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through March 31, 2024, the Company has not experienced impairment losses on its long-lived assets.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of operations. The estimated lives used to determine depreciation and amortization are:

 

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Trucks   5 years
Containers   5 years
Software   2 - 3 Years
Office Equipment   3 - 7 Years
Furniture and Fixtures   8 Years
Waste and Recycling Equipment   5 Years
Leasehold Improvements   Varies by Lease

 

Goodwill

 

Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021.

 

We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall.

 

14

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Amortizable Intangible Assets

 

Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Lyell Environmental Services, Inc. acquisition on October 19, 2021.

 

We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. We established the fair value of these amortizable intangible assets based on the income approach using discounted future cash flows.

 

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

 

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

 

Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

 

Stock-Based Compensation

 

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered.

 

Related Parties

 

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

 

15

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition

 

Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.

 

Advertising Costs

 

Advertising costs, which were not significant for the periods presented, are expensed as incurred.

 

Loss per Share

 

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

 

Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation.

 

For the periods presented, we have excluded the shares issuable from the convertible notes payable (see NOTE I) and the warrants (see NOTE K) from our diluted net loss per share calculation as the effect of their inclusion would be anti-dilutive.

 

Recently Enacted Accounting Standards

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which has superseded nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our financial statements for the periods presented.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our financial statements for the periods presented.

 

16

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance was effective for annual periods beginning after December 15, 2018; early adoption was permitted.

 

The Company early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE K - CAPITAL STOCK for further information.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

 

NOTE C – LOSS FROM DISCONTINUED OPERATIONS

 

On March 20, 2024, the Company and its subsidiary: DG Research Inc. (“Amwaste”), along with Tyler’s Couch, LLC completed the sale of substantially all of the assets of Amwaste for a total sale price of $185,000.

 

For the three months ended March 31,2024 and March 31, 2023, the income (loss) from discontinued operations of Amwaste consisted of.

 

SCHEDULE OF  THE INCOME (LOSS) FROM DISCONTINUED OPERATIONS

   March 31, 2024   March 31, 2023 
         
Revenues  $25,065   $26,691 
           
Cost of revenues   28,749    21,903 
           
Gross margin   (3,684)   4,788 
           
Operating expenses:          
           
Selling, general and administrative   32,980    30,766 
Depreciation of property and equipment   5,561    9,534 
Amortization of intangible assets   4,765    5,450 
Total operating expenses   43,306    45,750 
Loss from operations   (46,990)   (40,962)
Gain in disposition of property   -    43,565 
Income (loss) from discontinued operations  $(46,990)  $2,603 
           
The gain on sale of assets of Amwaste was calculated as follows;          
Sales price received by Company  $175,000      
Carrying cost of assets sold;          
Property and equipment, net   107,194      
Intangible assets, net   41,418      
Total carrying cost of assets sold   148,612      
Gain on sale of assets of Amwaste   $26,388      

 

17

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE D - PROPERTY AND EQUIPMENT

 

Property and Equipment consist of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Office equipment  $52,113   $54,286 
Waste and Recycling Equipment   97,499    303,159 
Furniture and Fixtures   1,390    - 
Total   151,002    357,445 
           
Accumulated depreciation and amortization   (124,901)   (218,951)
           
Net  $26,101   $138,494 

 

For the three months ended March 31, 2024 and 2023, depreciation of property and equipment was $6,589 and $10,562, respectively.

 

NOTE E – GOODWILL AND INTANGIBLE ASSETS

 

Goodwill and Intangible assets consist of the following at:

 

  

March 31,
2024

(Unaudited)

   December 31,
2023		 
Customer list and convenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Service, Inc. closed on October 19,2021  $1,083,333   $1,083,333 
Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021   134,926    134,926 
Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021   -    109,000 
Total   1,218,259    1,327,259 
           
Accumulated amortization   (535,756)   (541,197)
           
Net  $682,503   $786,062 

 

18

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE E – GOODWILL AND INTANGIBLE ASSETS (continued)

 

The customer lists and covenants not to compete are being amortized using the straight-line method over their estimated useful lives of five years. For the three months ended March 31, 2024 and 2023, amortization of intangible assets expense was $62,140 and $62,825, respectively.

 

At March 31, 2024, the expected future amortization of intangible assets expense is:

 

   Amount 
Fiscal year ending December 31:     
2024 (excluding the three months ended March 31, 2024)  $162,500 
2025   216,667 
2026   168,410 
Total  $547,577 

 

NOTE F- RIGHT OF USE ASSET AND OPERATING LEASE LIABILIES

 

Effective January 1,2024, Lyell executed a Lease Agreement with a lessor to rent approximately 4,500 square feet of office and warehouse space in Hermitage Tennessee. The lease has a term of 61 months from January 1, 2024 to January 31, 2029. The lease provides for monthly rent ranging from $5,344 (year 1) to $6,195 (year 6).

 

At March 31, 2024 the future undiscounted minimum lease payments under the lease are:

 

Year ending December 31,  As of March 31,2024 
2024  $48,096 
2025   66,049 
2026   68,030 
2027   70,071 
2028   72,173 
2029   6,195 
Total  $330,614 

 

The operating lease liabilities totaling $250,738 at March 31,2024 as presented in the Consolidated Balance Sheet represents the discounted (at a 12% estimated incremental borrowing rate) value of the future lease payments of $330,614 at March 31,2024

 

For the three months ended March 31, 2024, and March 31, 2023, rent expense attributable to leases was $12,687 and $9,307, respectively.

 

NOTE G – ACCOUNTS PAYABLE

 

Accounts payable consist of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
August 1, 2018 Default Judgment payable to Ohio vendor  $32,832   $32,832 
January 14, 2019 Default Judgment payable to Tennessee customer   423,152    423,152 
January 24, 2019 Default judgment payable to Florida vendor   31,631    31,631 
Other vendors of materials and services   2,217,071    2,325,693 
Credit card obligations   217,005    215,597 
           
Total  $2,921,691   $3,028,905 

 

Most of the accounts payable relate to services performed by subcontractors prior to the cessation of our waste recycling business on August 7, 2018. In many cases, these subcontractors have subsequently reached agreements with our former customers to continue the provision of services to such customers.

 

NOTE H – DEBT

 

Debt consists of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Claimed amount due to Factor (AEC Yield Capital, LLC) pursuant to Factor’s Notice of Default dated July 31, 2018  $387,535   $387,535 
Short-term capital lease   5,574    5,574 
Note issued in Lyell acquisition   -    49,179 
Loans payable to officers, interest at 8%, due on demand   17,707    23,547 
Sales Tax Payable and payroll tax withholdings and liabilities   23,523    42,416 
Due to seller of Lyell   25,156    25,156 
Note payable to short term funding company   466    12,135 
Note payable to officer, interest at 15% per annum, due on demand   -    29,535 
Total   459,961    575,077 
Current portion of debt   (459,961)   (575,077)
Long-term portion of debt  $-   $- 

 

19

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE

 

Secured Notes and Convertible Notes Payable consist of:

 

  

March 31,
2024

(Unaudited)

   December 31,
2023		 
Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021. (i)  $39,388   $189,388 
Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021. (ii)   69,900    219,900 
Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date February 28, 2022 - net of unamortized debt discount of $6,250 at December 31, 2023– (iii)   187,500    187,500 
Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date February 28, 2022 - net of unamortized debt discount of $6,250 at December 31, 2023– (iii)   187,500    187,500 
Secured Promissory Note to Quick Capital, LLC: Issue date July 25, 2023 – net of unamortized discount of $31,250 at December 31, 2023 (iv)   -    93,750 
Secured Promissory Note to BHP Capital NY Inc.: Issue date July 25, 2023 – net of unamortized discount of $31,250 at December 31, 2023 (iv)   -    93,750 
Totals  $484,288   $971,788 

 

  (i) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021 As of March 31, 2024, $39,388 principal was due on the Quick Capital Note due October 14, 2022.
     
  (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021. As of March 31, 2024, $69,900 principal was due on the BHP note due October 14, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

20

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE (continued)

 

  (iii) On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars ($187,500). The Notes have a term of one (1) year (“Maturity Date” of February 28, 2023) and shall have a one-time interest charge of ten percent (10%). The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month anniversary of the issue date, the Borrower is to pay $4,489.92 per month for months four through eleven, and (ii) then a balloon payment in the amount of $170,330.64 on the Maturity Date. The Notes are convertible into shares of Common Stock at any time after an Event of Default in any portion at the Default Conversion Price, in the sole discretion of the Holder. The “Default Conversion Price” shall mean $0.75 per share. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The transactions closed on March 2, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

  (iv) On July 31, 2023, Lyell Environmental Services, Inc (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). These agreements provided operating capital for a large 5-month project. The combined loan amount was $750,000 and the purchase amount was $500,000. The project started on July 31, 2023 and was completed in December of 2023. The notes were secured by a first priority security interest in collateral specified in related Security Agreements and as further guaranteed by the Company (parent company of Lyell).

 

21

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE J - DERIVATIVE LIABILITY

 

The derivative liability at March 31, 2024 and December 31, 2023 consisted of:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.  $81,239   $214,702 
Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.   -    - 
Total  $81,239   $214,702 

 

The above Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion feature as a derivative liability at the respective issuance dates of the Notes and charged the applicable amounts to debt discount and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance date of the Notes to the measurement date is charged (credited) to other expense (income).

 

On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

The fair value of the derivative liability was measured at the respective issuance date and at March 31, 2024 and December 31, 2023 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at March 31, 2024 were (1) stock price of $0.0499 per share, (2) conversion price of $0.01624 per share, (3) term of 30 days, (4) expected volatility of 143% and (5) risk free interest rate of 5.49%. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2023 were (1) stock price of $0.03 per share, (2) conversion price of $0.01414 per share, (3) term of 30 days, (4) expected volatility of 143% and (5) risk free interest rate of 5.6%.

 

NOTE K - CAPITAL STOCK

 

Preferred Stock

 

On July 18, 2010, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Convertible Preferred Stock” (hereinafter “Series A”) with a stated par value of $0.0001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A shall be as hereinafter described. The holders of Series A shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A shares are outstanding. The holders of Series A shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share.

 

22

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

At March 31, 2024 and December 31, 2023, there were 0 and 0 shares of Series A issued and outstanding, respectively.

 

On January 22, 2020, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Convertible Preferred Stock” (hereinafter “Series B”) with a par value of $0.0001 per share and authorization of 100,000 shares. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B shall be as hereinafter described.

 

The holders of the Series B, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series B shares are outstanding. The holders of Series B shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares.

 

If the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of sixty (60) consecutive days and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or transfer of all or substantially all of the Corporation’s assets in one transaction or in a series of related transactions (a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities and Pari Passu Securities) upon liquidation, dissolution or winding up unless prior thereto the Holders of shares of Series B Preferred Stock shall have received the Liquidation Preference (equal to the stated value or $1.00 per share) with respect to each share. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares.

 

On January 22, 2020, the Company issued 25,000 shares of Series B Preferred Stock to Bill Edmonds in satisfaction of $25,000 of the Company’s deferred compensation liability to Mr. Edmonds.

 

On June 3, 2020, the Company issued 6,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $6,000 loans payable to Mr. Edmonds.

 

On November 30, 2022, the Company issued 21,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $21,000 of a note payable to Bill Edmonds

 

At March 31, 2024 and December 31, 2023, there were 52,000 and 52,000 shares of Series B Preferred Stock issued and outstanding, respectively.

 

Common Stock

 

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation.

 

23

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

 

On July 11, 2021, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock.

 

On February 10, 2022, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common Stock. On February 10, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common Stock.

 

On September 17, 2022, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 1,000,000,000 to 3,000,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common Stock. On September 17, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common Stock.

 

Common Stock Issuances

 

For the three months ended March 31, 2024 there were no issuances of common stock. For the fiscal year ended December 31, 2023, the Company issued and/or sold the following securities:

 

On January 4, 2023, the Company issued a noteholder 57,270 shares of common stock in satisfaction of $13,530 principal. The $20,832 excess of the $34,362 fair value of the 57,270 shares over the $13,530 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2023.

 

On January 23, 2023, the Company issued a noteholder 59,048 shares of common stock in satisfaction of $15,500 principal. The $11,071 excess of the $26,571 fair value of the 59,048 shares over the $15,500 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2023.

 

On June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse split which reduced the issued and outstanding shares of common stock from 1,896,216,952 shares to 1,264,165 shares. The accompanying financial statements have been retroactively restated to reflect this reverse split stock.

 

24

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

On June 20, 2023, the Company issued a total of 7,270,000 shares of common stock (6,000,000 were issued to the three officers of the Company, 1,270,000 to five key employees of the Company) for services rendered. The $854,225 fair value of the 7,270,000 common shares was charged to operating expenses in the three months ended June 30, 2023.

 

On June 20, 2023, 280,000 shares of common stock were issued to a consultant for work previously performed. The $22,900 excess of the $32,900 fair value of the 280,000 shares over the $10,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2023.

 

NOTE K - CAPITAL STOCK (continued)

 

Warrants and options

 

A summary of warrants and options activity follows:

 

   Shares Equivalent 
   Options   Warrants   Total 
Balance, December 31, 2020      -    53    53 
Warrants expired on February 19, 2021   -    (20)   (20)
Warrants expired on March 16, 2021   -    (33)   (33)
Warrant issued on July 2, 2021 (i)   -    3,333    3,333 
Cashless exercise of warrant on September 21, 2021(i)   -    (3,333)   (3,333)
Two warrants issued on October 14, 2021 (ii)   -    88,889    88,889 
Balance, December 31, 2021   -    88,889    88,889 
2022 Option/Warrant Activity   -    -    - 
Balance, December 31, 2022   -    88,889    88,889 
Warrant cancelled effective June 16, 2023 (iii)   -    (44,444)   (44,444)
Balance, December 31, 2023 and March 31, 2024   -    44,445    44,445 

 

(i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 3,333 shares of the Company’s common stock at an exercise price of $30.00 per share for a term of 5-years. On September 21, 2021, the Company issued Labrys 3,008 shares of common stock as a cashless exercise of the warrant.
   
(ii)

On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 per share for a term of 5-years. The Company agreed to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA. The Registration Statement on Form S-1 was filed with the Securities and Exchange Commission on October 28, 2021 and declared effective on November 10, 2021. The transaction closed on October 19, 2021. 

   
(iii) On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

25

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

The following table summarizes information about warrants outstanding as of March 31, 2024:

 

Description  Number Outstanding At March 31, 2024   Exercise Price   Expiration Date
            
Warrants issued October 14, 2021   44,445    22.50   October 14, 2026
Total   44,445         

 

NOTE L - INCOME TAXES

 

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the periods presented. The sources of the differences are as follows:

 

  

March 31, 2024

(Unaudited)

  

March 31, 2023

(Unaudited)

 
   Three Months Ended 
  

March 31, 2024

(Unaudited)

  

March 31, 2023

(Unaudited)

 
Expected tax at 21%  $(2,243)  $(44,210)
Non-deductible (non-taxable) derivative liability expense (income)   (28,027)   (1,567)
Non-deductible amortization of debt discounts   13,125    2,625 
Non-deductible loss on conversions of notes payable and accrued interest   -    6,700 
Increase (decrease) in Valuation allowance   17,145    36,262 
Provision for (benefit from) income taxes  $-   $- 

 

All tax years subsequent to 2019 remain subject to examination by the Internal Revenue Service.

 

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of March 31, 2024 and December 31, 2023 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at March 31, 2024 and December 31, 2023. The Company will continue to review this valuation allowance and make adjustments as appropriate.

 

The net operating loss carryforward at March 31, 2024 for the years 2004 to 2017 expires in varying amounts from year 2024 to year 2037.

 

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

 

26

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE M - COMMITMENTS AND CONTINGENCIES

 

Occupancy

 

Corporate Office

 

Our current office space is located at 3524 Central Pike, #310, Hermitage, TN 37076 pursuant to a 61-month lease.

 

Lyell Operations

 

In January 2024, Lyell moved its primary operations from 211 Shady Grove Rd, Nashville, TN 37214 to 3524 Central Pike, Suite 310, Hermitage, Tennessee, 37076. The new lease has a 61 month term with a monthly rent of $5,344 per month with provisions for annual increases.

 

Employment Agreements

 

On January 1, 2016, Deep Green Waste & Recycling, LLC (the “LLC”) entered into an Employment Agreement (the “Agreement”) with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written Agreement for an initial five-year term, which provided for the following compensation terms for Mr. Bradford. Pursuant to the Agreement, Mr. Bradford was to receive a base salary of $108,000 per year, subject to increase of not less than 10% per year. The LLC (i) was to remit payment of Eighty-Four Thousand Dollars ($84,000) of the Base Salary; and (ii) was to defer payment of Twenty-Four Thousand Dollars ($24,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, shall determine when and how the Deferred Base Salary shall be paid, without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the Company; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Bradford was eligible for a cash bonus equal to 1.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. As an inducement to the Executive to enter into this Agreement, the LLC granted the Executive an initial three and one-half percent (3.5%) ownership interest in the LLC. In addition, the executive had the right to purchase equity at the most recently traded rate. In 2016, the executive converted $19,947 of deferred compensation to 4.76% members’ equity. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan (ISP), the LLC was to grant the Executive an additional one and one half percent (1.5%) ownership interest in the LLC, with 0.375% granted upon the date of initiation and 0.375% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the Company’s after-tax profits exceed $2,000,000, the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than one and one-half percent (1.5%) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”) (f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Bradford’s Agreement. Effective May 1, 2018, Mr. Bradford agreed to forgo payment of his salary until circumstances allow a resumption. On December 3, 2019, Mr. Bradford submitted his resignation as President, Chief Executive Officer, Secretary and as a member of the Board of Directors of the Company, effectively immediately. Mr. Bradford retained his role as Chief Operating Officer of the Company. Commencing in July of 2020, the Company and Mr. Bradford agreed that the Company will pay Mr. Bradford $3,500 per month until such time as Company finances improve. On December 31, 2020, the Company extended Mr. Bradford’s employment agreement for an additional two-year period. On December 31, 2023, the Company once again extended Mr. Bradford’s employment agreement, this time for a period of three years. For the three months ended March 31, 2024 and 2023, compensation to Mr. Bradford expensed under the above employment agreement was $10,500 and $10,500, respectively. As of March 31, 2024 and December 31, 2023, accrued compensation due Mr. Bradford was $58,750 and $52,500, respectively. As of March 31, 2024 and December 31, 2023, the deferred compensation balance due Mr. Bradford was $0 and $0, respectively.

 

27

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE M - COMMITMENTS AND CONTINGENCIES (continued)

 

On January 1, 2016, Deep Green Waste & Recycling, LLC (the “LLC”) entered into an Employment Agreement (the “Agreement”) with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief Executive Officer of the Company in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written Agreement for an initial five-year term, which provided for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds was to receive a base salary of $200,000 per year, subject to increase of not less than 10% per year. The Company (i) was to remit payment of One Hundred Sixty Thousand Dollars ($160,000) of the Base Salary; and (ii) was to defer payment of Forty Thousand Dollars ($40,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, shall determine when and how Deferred Base Salary shall be paid, without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Edmonds was eligible for a cash bonus equal to 2.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. On July 17, 2017, Mr. Edmonds and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent (2.25%) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the LLC’s after-tax profits exceed $2,000,000, the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than two and one half percent (2.5%) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”) (f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Edmonds’ Agreement. Effective May 1, 2018, Mr. Edmonds agreed to forgo payment of his salary until circumstances allow a resumption. On December 31, 2020, the Company extended Mr. Edmonds’ employment agreement for an additional two-year period. On December 31, 2023, the Company once again extended Mr. Edmonds’ employment agreement, this time for a period of three years. Effective January 1, 2023, Mr. Edmonds agreed to resume a monthly salary of $3,500. For the three months ended March 31, 2024 and 2023, compensation to Mr. Edmonds expensed under the above employment agreement was $10,500 and $0, respectively. As of March 31, 2024 and December 31, 2023, the deferred compensation balance due Mr. Edmonds was $3,549 and $102,286, respectively. As of March 31, 2024 and December 31, 2023 the accrued board salary balance due Mr. Edmonds was $30,000 and $25,000, respectively. As of March 31, 2024 and December 31, 2023 the accrued officer salary balance due Mr. Edmonds was $31,500 and $42,000, respectively.

 

On December 4, 2019, the Company entered into an agreement with Lloyd Spencer as President and Chief Executive Officer. In connection with his appointment, the Company and Mr. Spencer entered into a written employment agreement (the “Employment Agreement”) for an initial three-year term, which provided for the following compensation terms for Mr. Spencer. Pursuant to the Employment Agreement, Mr. Spencer was to receive a base salary of $10,000 per month starting when the corporation receives its first round of equity or debt financing. Mr. Spencer received 333 restricted shares of the Company’s common stock on or before January 31, 2020 as a sign-on bonus. In addition, the Company is to issue to Mr. Spencer restricted shares in the form of stock grants equivalent to 4,020 shares of the Corporation’s Common Stock over a 3-year period. Stock Grant shares vested 113 shares each month after the Stock Grant date, December 4, 2019, over a three-year period. The number of shares vested shall be adjusted in the event of subsequent stock splits. Commencing in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr. Spencer $3,500 per month until such time as Company finances improve. For the three months ended March 31, 2024, and 2023, compensation to Mr. Spencer expensed under the employment agreement was $10,500 and $10,500, respectively. As of March 31, 2024, and December 31, 2023, the accrued cash compensation due Mr. Spencer was $42,000 and $69,250, respectively. As of March 31,2024, and December 31, 2023, the accrued board salary balance due Mr. Spencer was $30,000 and $25,000, respectively. On December 31, 2023, the Company extended Mr. Spencer’s employment agreement for a three-year period.

 

28

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE M - COMMITMENTS AND CONTINGENCIES (continued)

 

On March 14, 2022, Lloyd T. Spencer, the Company’s Chief Executive Officer, Secretary and Director, resigned in his position as Chief Executive Officer. Mr. Spencer retained his roles as Secretary and Director. On March 14, 2022, upon the resignation of Mr. Spencer as the Company’s Chief Executive Officer, the Board of Directors appointed Bill Edmonds as its new Chief Executive Officer. Mr. Edmonds retained his prior roles as interim Chief Financial Officer and Chairman of the Board of Directors. On March 14, 2022, the Board of Directors appointed David Bradford to President. Mr. Bradford retained his prior role as Chief Operating Officer.

 

Director Agreements

 

On January 9, 2020, the Company and Lloyd Spencer (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($5,000.00) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director began receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At March 31, 2024, the accrued compensation due Mr. Spencer under this agreement was $30,000.

 

On January 9, 2020, the Company and Bill Edmonds (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($5,000.00) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director began receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At March 31, 2024, the accrued compensation due Mr. Edmonds under this agreement was $30,000.

 

Major Customers

 

For the three month period ended March 31, 2024, two customers accounted for 42% and 16%, respectively, of total revenues. For the three month period ended March 31, 2023, one customer accounted for 10% of total revenues

 

Legal

 

As indicated in NOTE G – ACCOUNTS PAYABLE, one customer and two vendors have received Default Judgments against Deep Green aggregating $487,615 that remain unpaid by Deep Green. Also, Deep Green has accounts payable to other vendors of materials and services and credit card companies aggregating $2,434,076, which are mostly past due and remain unpaid by Deep Green. Also, Deep Green has not paid any amounts to satisfy the $387,535 claimed by the factor pursuant to the Factor’s Notice of Default dated July 31, 2018.

 

On January 1, 2023, the Company received notification of a complaint filed in the Supreme Court of the State of New York by Owen May and MD Global. The complaint alleges “breach of contract, conversion, fraud, and securities fraud related to misconduct, failure to perform, theft, and deceit and intentional misrepresentations done with scienter about securities by Deep Green Waste & Recycling and Lloyd T Spencer”. The complaint seeks $350,000.00 in compensatory damages, and $3,500,000.00 in punitive damages. The Company believes the complaint to be wholly without merit and has filed to dismiss the case.

 

On June 1, 2023 the Company received notification that the Supreme Court of the State of New York dismissed the fraud and conversion claims brought by MD Global, LLC and further ruled that former CEO Lloyd Spencer should not be a party to the case. On May 29, 2024, the parties executed a stipulation of discontinuance to dismiss the case.

 

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DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE N - GOING CONCERN UNCERTAINTY

 

Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.

 

In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of March 31, 2024, we had cash of $83,174, current assets of $453,231, current liabilities of $4,545,003 and an accumulated deficit of $13,072,257. For the three months ended March 31, 2024 and 2023, we had net losses of $10,680 and $210,524 respectively. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements.

 

In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM).

 

There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through June 2025.

 

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

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.

 

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.

 

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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 March 31, 2024 and March 31, 2023 (Unaudited):

 

Results of Operations:

 

   Three Months Ended      
  

March 31,

2024

  

March 31,

2023

    $ Change 
Gross revenue  $342,325   $178,763    $163,562 
Cost of Sales   71,583    71,445     138 
Gross Profit   270,742    107,318     163,424 
Operating expenses   328,165    302,024     26,141 
Operating (Loss)   (57,423)   (194,706)    137,283 
Other Income (Expense)   67,345    (15,818)    83,163 
Net Income (Loss)   (10,680)   (210,524)    199,844 
Net loss per share - basic and diluted  $(0.0012)  $(0.1690)   $0.1678 

 

Revenues

 

For the three months ended March 31, 2024 and 2023, we generated $342,325 and $178,763 revenue, respectively The $163,562 year-over-year increase is driven primarily by an increase in asbestos and radon remediation within our Nashville operations.

 

Cost of Sales

 

Our cost of sales were effectively flat at $71,583 and $71,445 for the three months ended March 31, 2024 and 2023, respectively. This highlights our low cost of performing remediation work.

 

Gross Profit

 

As a result of our strong first quarter revenue,our gross profit was $270,742 and $107,318 for the three months ended March 31, 2024 and 2023, respectively.

 

Operating expenses

 

Our operating expenses of $328,165 are up $26K year-over-year as we added staff and a larger facility ($80K) to handle increased demand and that was tempered by favorable bad debt reserve adjustment ($52K).

 

Operating Loss

 

Our operating income (loss) was ($57,423) and operating loss ($194,706) for the three months ended March 31, 2024 and 2023, respectively

 

We anticipate that our cost of revenues will increase in 2024 and for the foreseeable future as we continue to build out our remediation services and identify acquisition opportunities in the waste and recycling sector.

 

Other Income (Expense)

 

Other Income improved to $67,345 for the three months ended March 31, 2024. This was largely driven by a non-cash derivative valuation adjustment of $133K. Other income was $(15,818) for the three months ended March 31, 2023 and included interest expense of $(34,944) and derivative liability gain of $7,464.

 

Net Income

 

The Company’s loss was ($10,680) for the three months ended March 31, 2024 compared to a loss of ($210,524) for the same period in 2023. This represents a $200K year-over-year improvement.

 

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Liquidity and Capital Resources

 

At March 31, 2024, we had current assets of $453,231 and current liabilities of $4,545,003 resulting in negative working capital of $4,091,772, of which $2,921,691 was accounts payable and $201,278 was included in accrued interest. At March 31, 2024, we had total assets of $1,423,830 and total liabilities of $4,734,560 resulting in stockholders’ deficit of $(3,310,730).

 

At December 31, 2023, we had current assets of $1,193,986 and current liabilities of $5,421,592 resulting in negative working capital of $4,227,606, of which $3,028,905 was accounts payable and $102,286 was included in deferred compensation. At December 31, 2023, we had total assets of $2,121,542 and total liabilities of $5,421,592 resulting in stockholders’ deficit of $(3,300,050).

 

Accounts Payable

 

At March 31, 2024, the Company had accounts payable of $2,921,691 that consisted of $487,615 in default judgments due to prior vendors, $2,217,071 due to vendors for materials and services and $217,005 due for credit card obligations.

 

At December 31, 2023, the Company had accounts payable of $3,028,905 that consisted of $487,615 in default judgments due to prior vendors, $2,325,693 due to vendors for materials and services and $215,599 due for credit card obligations.

 

Debt

 

At March 31, 2024, the Company had outstanding secured notes and convertible notes payable of $484,288 and other debt of $459,961. Please see NOTE H – DEBT and NOTE I - SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.

 

At December 31, 2023, the Company had outstanding secured notes and convertible notes payable of $971,488 and other debt of $575,077. Please see NOTE H – DEBT and NOTE I- SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.

 

Cash on Hand

 

Our cash on hand as of March 31, 2024 and December 31, 2023 was $83,174 and $318,441, respectively.

 

Satisfaction of Outstanding Liabilities

 

As of March 31, 2024, the Company has a liability of $487,615 as a result of three (3) default judgments. The Company intends to negotiate settlements and establish payment plans with each creditor that will satisfy these judgements. Nonetheless, some or all of the creditors may elect to bring further litigation to protect their claims or perfect their judgments.

 

The Company accrued customer deposits in the form of advance payments for waste management services that could not be delivered when the Company suspended operations in August 2018. The Company intends to either resume waste management services with those customers or refund the advance payments through a repayment plan.

 

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources to satisfy these outstanding liabilities. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business.

 

34

 

 

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 

We are dependent on the sale of our securities to fund our operations and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

 

If we are unable to raise the funds, we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

 

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. Please see NOTE N - GOING CONCERN UNCERTAINTY for further information.

 

Debt

 

Our Debt was $459,961 and $575,077 at March 31, 2024 and December 31, 2023, respectively. Included within the Debt was the following at March 31, 2024: (i) $387,535 due under Factor agreement with AEC Yield Capital, LLC and Notice of Default; (ii) $5,574 due under a short-term capital lease; and (iii) $66,852 in other debt. Please see NOTE H – DEBT for further information.

 

Convertible Notes

 

On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $0.01 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021 As of March 31, 2024, $39,388 principal was due on the Quick Capital Note and $69,900 principal was due on the BHP Capital Note.

 

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Cash Flows

 

We had net cash provided by (used in) operating activities for the three months ended March 31, 2024 and 2023 of $254,849 and $ (67,299), respectively.

 

We had net cash provided in investing activities for the three months ended March 31, 2024 and 2023 of $175,000 and $51,585, respectively. First quarter 2024 proceeds were from the sale of Amwaste rolloff operations.

 

We had net cash used by financing activities for the three months ended March 31, 2024 and 2023 of $665,116 and $20,696, respectively. First quarter use of funds were used to pay back the 2023 funding that was needed for our large remediation project at Vanderbilt University Medical Center.

 

Required Capital Over the Next Twelve Months

 

We expect to incur losses from operations for the near future. We believe we will have to raise an additional $500,000 to expand our operations over the next twelve months, including roughly $50,000 to remain current in our filings with the SEC. The additional funds will be utilized for hiring ancillary staff and key personnel, corporate website and SEO development, acquisition(s) in the waste and recycling management sector and day-to-day operations.

 

Future financing may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, existing holders of our securities may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our securities.

 

If additional financing is not available or is not available on acceptable terms, we may be required to delay or alter our business plan based on available financing.

 

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Critical Accounting Policies and Estimates

 

The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following significant policies as critical to the understanding of our financial statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management expects to make judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results.

 

Off-Balance Sheet Arrangements

 

We did not have, during the periods presented, and we do not currently have, any relationships with any organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s President concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s President, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended March 31, 2024, there was no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

 

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PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

On December 31, 2022, management became aware of a Summons of Notice filed by Owen May and MD Global Partners with the State of New York which names Lloyd T. Spencer and Deep Green Waste & Recycling. The summons claims breach of contract and other unsubstantiated accusations seeking $350,000 in compensatory damages and $3,500,000 in punitive damages. Deep Green retained legal counsel in Manhattan, NY to refute the claims. On 5/29/2024, a Stipulation to Discontinue with Prejudice was filed and accepted by the Supreme Court of the State of New York.

 

Other than the aforementioned case which has now been dismissed, we are not a party to any material pending legal proceedings, nor are we aware of any pending litigation or legal proceeding against us that would have a material adverse effect upon our results of operations or financial condition.

 

ITEM 1A. RISK FACTORS

 

Not applicable to smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

 

In connection with the foregoing, the Company relied upon the exemptions from registration provided by Rule 701 and Section 4(a)(2) under the Securities Exchange Act of 1933, as amended:

 

For the three months ended March 31, 2024, the Company issued and/or sold the following unregistered securities:

 

Common Stock

 

For the three months ended March 31, 2024

 

None.

 

Preferred Stock

 

For the three months ended March 31, 2024

 

None.

 

Use of Proceeds

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

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ITEM 6. EXHIBITS

 

No.   Description
2.1   Merger Agreement by and between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017 (previously filed with Form S-1 on March 18, 2020)
2.2   Articles of Merger of Deep Green Acquisition, LLC and Deep Green Waste & Recycling, LLC dated August 24, 2017 (previously filed with Form S-1 on March 18, 2020)
2.3   Share Purchase Agreement between Gordon Boorse and Deep Green Waste & Recycling, LLC dated June 2017 (Compaction and Recycling Equipment, Inc.) (previously filed with Form S-1 on March 18, 2020)
2.4   Share Purchase Agreement between Gordon Boorse and Deep Green Waste & Recycling, LLC dated June 2017 (Columbia Financial services, Inc.) (previously filed with Form S-1 on March 18, 2020)
2.5   Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with St. James Capital Management, LLC dated August 24, 2017 (previously filed with Form S-1 on March 18, 2020)
2.6   Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations with Mirabile Corporate Holdings, Inc. dated August 7, 2018 (previously filed with Form S-1 on March 18, 2020)
3.1   Articles of Incorporation Evader, Inc. dated August 24, 1995 (previously filed with Form S-1 on March 18, 2020)
3.2   Certificate of Correction for Evader, Inc. dated December 28, 2005 (previously filed with Form S-1 on March 18, 2020)
3.3   Certificate of Designation of Series A Preferred Stock dated July 18, 2010 (previously filed with Form S-1 on March 18, 2020)
3.4   Articles of Conversion of Evader, Inc., Inc. dated April 25, 2012 effective May 25, 2012 (previously filed with Form S-1 on March 18, 2020)
3.5   Restated Certificate of Incorporation of Evader, Inc., Inc. (previously filed with Form 1-A on May 17, 2018) (previously filed with Form S-1 on March 18, 2020)
3.6   Bylaws of Evader, Inc. (previously filed with Form 1-A on May 17, 2018) (previously filed with Form S-1 on March 18, 2020)
3.7   Amendment to Articles of Incorporation of Evader, Inc. dated July 24, 2014 (previously filed with Form S-1 on March 18, 2020)
3.8   Amendment to Articles of Incorporation of Evader, Inc. dated August 14, 2014 (previously filed with Form S-1 on March 18, 2020)
3.9   Amendment to Articles of Incorporation of Evader, Inc. dated December 8, 2014 (previously filed with Form S-1 on March 18, 2020)
3.10   Amendment to Articles of Incorporation of Evader, Inc. dated August 13, 2015 (previously filed with Form S-1 on March 18, 2020)
3.11   Amendment to Articles of Incorporation of Evader, Inc. dated July 20, 2017 (name change to Critical Clothing, Inc.) (previously filed with Form S-1 on March 18, 2020)
3.12   Amendment to Articles of Incorporation of Critical Clothing, Inc. dated July 20, 2017 (previously filed with Form S-1 on March 18, 2020)
3.13   Amendment to Articles of Incorporation of Critical Clothing, Inc. dated November 6, 2017 (name change to Deep Green Waste & Recycling, Inc.) (previously filed with Form S-1 on March 18, 2020)
3.14   Certificate of Designation Series B Convertible Preferred Stock dated January 22, 2020 (previously filed with Form S-1 on March 18, 2020)
4.1   Specimen certificate of common stock (previously filed with Form S-1 on March 18, 2020)

 

39

 

 

10.1   Board of Directors Services Agreement with Bill Edmonds dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)
10.2   Board of Directors Services Agreement with Lloyd Spencer dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)
10.3   Indemnification Agreement between Green Deep Waste & Recycling, Inc. and Bill Edmonds dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)
10.4   Indemnification Agreement between Green Deep Waste & Recycling, Inc. and Lloyd Spencer dated January 9, 2020 (previously filed with Form S-1 on March 18, 2020)
10.5   Employment Agreement between Deep Green Waste & Recycling, Inc. and Lloyd Spencer dated December 4, 2019 (previously filed with Form S-1 on March 18, 2020)
10.6   Employment Agreement between Deep Green Waste & Recycling, LLC and David Bradford dated January 1, 2016 (previously filed with Form S-1 on March 18, 2020)
10.7   Employment Agreement between Deep Green Waste & Recycling, LLC and Bill Edmonds dated December 4, 2019 (previously filed with Form S-1 on March 18, 2020)
10.8   Employment Agreement between Deep Green Waste & Recycling, Inc. and Josh Beckham dated February 5, 2018 (previously filed with Form S-1 on March 18, 2020)
10.9   Amendment to Deep Green Waste & Recycling, LLC Employment Agreement with David Bradford dated July 20, 2017 (previously filed with Form S-1 on March 18, 2020)
 10.10   Amendment to Deep Green Waste & Recycling, LLC Employment Agreement with Bill Edmonds dated July 20, 2017 (previously filed with Form S-1 on March 18, 2020)
10.11   Consulting Agreement between Deep Green Waste & Recycling, Inc. and Sylios Corp dated December 16, 2019 (previously filed with Form S-1 on March 18, 2020)
10.12   Securities Purchase Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)
10.13   Convertible Promissory Note between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)
10.14   Common Stock Purchase Warrant Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)
10.15   Registration Rights Agreement between Sylios Corp and Deep Green Waste & Recycling, Inc. dated as of January 13, 2020 (previously filed with Form S-1 on March 18, 2020)
10.16   Acknowledgement of Assignment Agreement between Sylios Corp and Armada Capital Partners, LLC dated March 6, 2020 (previously filed with Form S-1 on March 18, 2020)
10.17   Assignment Agreement between Sylios Corp and Armada Capital Partners, LLC dated March 6, 2020 (previously filed with Form S-1 on March 18, 2020)
10.18   Convertible Promissory Note between Armada Investment Fund, LLC and Deep Green Waste & Recycling, Inc. dated as of March 12, 2020 (previously filed with Form S-1 on March 18, 2020)
10.19   Common Stock Purchase Warrant Agreement between Armada Investment Fund, LLC and Deep Green Waste & Recycling, Inc. dated as of March 12, 2020 (previously filed with Form S-1 on March 18, 2020)
10.20   Promissory Note between Deep Green Waste & Recycling, LLC and Gordon Boorse (CFSI acquisition) dated October 20, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.21   Promissory Note between Deep Green Waste & Recycling, LLC and Gordon Boorse (CARE acquisition) dated October 20, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.22   Notice of Default submitted by AEC Yield Capital, LLC dated July 31, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.23   Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated December 16, 2016 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.24   First Amendment to the Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated January 26, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.25   Second Amendment to the Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated June 7, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)

 

40

 

 

10.26   Third Amendment to the Purchase and Sale Agreement between Deep Green Waste & Recycling, LLC and AEC Yield Capital, LLC dated June 7, 2017 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.27   Convertible Promissory Note between Deep Green Waste & Recycling, LLC and C Alvin Roberds, Jr. dated March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.28   Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and C Alvin Roberds, Jr. dated as of March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.29   Convertible Promissory Note between Deep Green Waste & Recycling, LLC and Mary Williams dated February 19, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.30   Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and Mary Williams. dated as of February 19, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.31   Convertible Promissory Note between Deep Green Waste & Recycling, LLC and Ellen Bailey dated March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.32   Common Stock Purchase Warrant Agreement between Deep Green Waste & Recycling, Inc. and Ellen Bailey. dated as of March 16, 2018 (previously filed with Amendment No. 1 to Form S-1 on June 8, 2020)
10.33   Convertible Promissory Note between Deep Green Waste & Recycling, LLC and GPL Ventures LLC dated June 23, 2020 (previously filed with Amendment No. 2 to Form S-1 on June 26, 2020)
10.34   Registration Rights Agreement between Deep Green Waste & Recycling, LLC and GPL Ventures LLC dated June 23, 2020 (previously filed with Amendment No. 2 to Form S-1 on June 26, 2020)
10.35   Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)
10.36   Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)
 10.37   Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)
10.38   Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated February 5, 2021 (previously filed with Form 8-K on March 1, 2021)
10.39   ASSET PURCHASE AGREEMENT between Deep Green Waste & Recycling, Inc., DG Research, Inc. and Amwaste, Inc. dated February 8, 2021 (previously filed with Form 8-K on February 16, 2021)
10.40   Promissory Note between Deep Green Waste & Recycling, Inc., DG Research, Inc. and Amwaste, Inc. dated February 8, 2021 (previously filed with Form 8-K on February 16, 2021)
10.41   Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated March 2, 2021 (previously filed with Form 8-K on March 15, 2021)
10.42   Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated March 2, 2021 (previously filed with Form 8-K on March 15, 2021)
10.43   Consulting Agreement between the Company and Sylios Corp dated February 12, 2021 (previously filed with Form S-1 on April 16, 2021)
10.44   Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Bill Edmonds dated April 9, 2021 (previously filed with Form 10-Q on May 24, 2021)
10.45   Consulting Agreement between the Company and Sylios Corp dated May 10, 2021 (previously filed with Form 10-Q on May 24, 2021)
10.46   Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)
10.47   Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and GPL Ventures, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)
10.48   Convertible Promissory Note between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)
10.49   Registration Rights Agreement between Deep Green Waste & Recycling, Inc. and Quick Capital, LLC dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)
10.50   Amendment to Consulting Agreement between the Company and Sylios Corp dated June 4, 2021 (previously filed with Form S-1 on June 8, 2021)
10.51   Finder’s fee agreement between the Company and J.H. Darbie & Co., Inc. dated May 13, 2021 (previously filed with Form S-1/A on June 17, 2021)

 

41

 

 

10.52   Promissory Note between Deep Green Waste & Recycling, Inc. and Labrys Fund, LP dated July 2, 2021 (previously filed with Form 8-K on July 13, 2021)
10.53   Securities Purchase Agreement Deep Green Waste & Recycling, Inc. and Labrys Fund, LP dated July 2, 2021 (previously filed with Form 8-K on July 13, 2021)
10.54   Common Stock Purchase Warrant Agreement Deep Green Waste & Recycling, Inc. and Labrys Fund, LP dated July 2, 2021 (previously filed with Form 8-K on July 13, 2021)
10.55   Stock Purchase Agreement between Deep Green Waste & Recycling, Inc., Jeremy Lyell and Lyell Environmental Services, Inc. dated July 11, 2021
10.56+   Purchase and Sale Agreement between DG Research Inc, dba AMWASTE, DEEP GREEN WASTE & RECYCLING, INC., and Tyler’s Couch, LLC (collectively, the “Sellers”), and AMWASTE OF GEORGIA, LLC (“Buyer”). dated February 19, 2024
14.1   Code of Business Conduct and Ethics (previously filed with Form S-1 on March 18, 2020)
21.1   Certificate of Organization of Deep Green Waste & Recycling, LLC dated August 2, 2011 (previously filed with Form S-1 on March 18, 2020)
21.2   Articles of Incorporation of Jetty Enterprises, Inc. dated November 4, 1987 (previously filed with Form S-1 on March 18, 2020)
21.3   Amendment to Articles of Incorporation for Jetty Enterprises, Inc. dated May 21, 2993 (name change to Compaction and Recycling Equipment, Inc.) (previously filed with Form S-1 on March 18, 2020)
21.4   Articles of Incorporation for Columbia Financial Services, Inc. dated October 3, 1988 (previously filed with Form S-1 on March 18, 2020)
21.5   Articles of Incorporation of DG Research, Inc. dated July 22, 2020 (previously filed with Form S-1 on April 16, 2021)
31.1+   Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+   Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+   Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Graphic   Corporate logo- Deep Green Waste & Recycling, Inc.
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+ Filed hereby with this Registration Statement.

++ To be filed by subsequent amendment.

XBRL Exhibits will be filed by subsequent amendment.

 

42

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 17, 2024

 

  DEEP GREEN WASTE & RECYCLING, INC.
     
  By: /s/ Bill Edmonds
    Bill Edmonds
    Chief Executive Officer and Chief Financial Officer
    (Principal Executive Officer and Principal Financial Officer)

 

43

 

 

 

Exhibit 10.56

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

EXHIBIT 31.1

 

DEEP GREEN WASTE & RECYCLING, INC.

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Bill Edmonds, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Deep Green Waste & Recycling, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: June 17, 2024 /s/ Bill Edmonds
  Bill Edmonds
  Chief Executive Officer
  (Principal Executive Officer)

 

 

 

 

 

EXHIBIT 31.2

 

DEEP GREEN WASTE & RECYCLING, INC.

CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Bill Edmonds, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Deep Green Waste & Recycling, Inc.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: June 17, 2024 /s/ Bill Edmonds
  Bill Edmonds
  Chief Financial Officer
  (Principal Financial Officer)

 

 

 

 

 

EXHIBIT 32.1

 

DEEP GREEN WASTE & RECYCLING, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY

ACT OF 2002

 

In connection with the quarterly report on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), of Deep Green Waste & Recycling, Inc. (the “Company”), each of the undersigned officers of the Company hereby certify, in their capacity as an executive officer of the Company, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: June 17, 2024 /s/ Bill Edmonds
  Bill Edmonds
  Chief Executive Officer
  (Principal Executive Officer)

 

Date: June 17, 2024 /s/ Bill Edmonds
  Bill Edmonds
  Chief Financial Officer
  (Principal Financial Officer)

 

 

 

 

v3.24.1.1.u2
Cover - shares
 3 Months Ended
Mar. 31, 2024
Jun. 17, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 001-38448  
Entity Registrant Name DEEP GREEN WASTE & RECYCLING, INC.  
Entity Central Index Key 0001637866  
Entity Tax Identification Number 30-1035174  
Entity Incorporation, State or Country Code WY  
Entity Address, Address Line One 3524 Central Pike  
Entity Address, Address Line Two Suite 310  
Entity Address, City or Town Hermitage  
Entity Address, State or Province TN  
Entity Address, Postal Zip Code 37076  
City Area Code (833)  
Local Phone Number 304-7336  
Title of 12(b) Security None  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   8,814,613
v3.24.1.1.u2
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash $ 83,174 $ 318,441
Accounts receivable, net of allowance for doubtful accounts of $22,301 at March 31, 2024 and $75,105 at December 31, 2023 344,409 855,633
Prepaid expenses and other current assets 25,648 19,912
Total current assets 453,231 1,193,986
Property and equipment, net 26,101 138,494
Goodwill and Intangible assets, net 682,503 786,062
Right of use Asset 250,738
Deposits 11,257 3,000
Total other assets 970,599 927,556
Total assets 1,423,830 2,121,542
Current liabilities:    
Current portion of debt 459,961 575,077
Secured notes and convertible notes payable, net of debt discounts of $0 and $62,500 at March 31, 2024 and December 31, 2023, respectively 484,288 971,788
Current portion of operating lease liabilities 61,181
Accounts payable 2,921,691 3,028,905
Accrued expenses 268,830 265,569
Deferred compensation 3,549 102,286
Accrued interest 201,278 200,279
Customer deposits payable 62,986 62,986
Derivative liability 81,239 214,702
Total current liabilities 4,545,003 5,421,592
Long-term liabilities:    
Long-term portion of debt
Long- term portion of operating lease liabilities 189,557
Total long-term liabilities 189,557
Total liabilities 4,734,560 5,421,592
STOCKHOLDERS’ DEFICIT    
Common stock, $0.0001 and $0.0001 par value; 3,000,000,000 and 3,000,000,000 and shares authorized; 8,814,613 and 8,814,613 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 881 881
Preferred Stock, $0.0001 and $0.0001 par value, $1 and $1 per share stated value, 5,000,000 and 5,000,000 shares authorized; 52,000 and 52,000 shares of Series B Convertible Preferred Stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 52,000 52,000
Additional paid-in capital 9,708,646 9,708,646
Accumulated deficit (13,072,257) (13,061,577)
Total stockholders’ deficit (3,310,730) (3,300,050)
Total liabilities and stockholders’ deficit $ 1,423,830 $ 2,121,542
v3.24.1.1.u2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Allowance for doubtful account $ 22,301 $ 75,105
Common stock par value $ 0.0001 $ 0.0001
Common stock, shares authorized 3,000,000,000 3,000,000,000
Commom stock, shares issued 8,814,613 8,814,613
Commom stock, shares outstanding 8,814,613 8,814,613
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, stated value per share $ 1 $ 1
Preferred stock, shares authorized 5,000,000 5,000,000
Series B Convertible Preferred Stock [Member]    
Preferred stock, shares issued 52,000 52,000
Preferred stock, shares outstanding 52,000 52,000
Secured Notes and Convertible Notes Payable [Member]    
Debt discounts $ 0 $ 62,500
v3.24.1.1.u2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Revenues $ 342,325 $ 178,763
Total revenues 342,325 178,763
Cost of revenues 71,583 71,445
Gross margin 270,742 107,318
Operating expenses:    
Selling, general and administrative 268,280 166,712
Officers and directors’ compensation 41,500 53,400
Professional and consulting 11,069 10,143
Provision for doubtful accounts (51,087) (1,618)
Depreciation and amortization 58,403 73,387
Total operating expenses 328,165 302,024
Operating (loss) (57,423) (194,706)
Other income/(expense):    
Derivative liability gain/(loss) 133,463 7,464
Loss on Conversion of Notes Payable and accrued interest (31,903)
Gain on Asset Disposition 43,565
Interest expense (including amortization of debt discounts of $62,500 and $12,500, respectively) (66,118) (34,944)
Total other income (expense) 67,345 (15,818)
Income (loss) from continuing operations 9,922 (213,127)
Discontinued operations (Note C)    
Operations of DG Research Inc (46,990) 2,603
Gain on sale of assets of DG Research Inc 26,388
Income (loss) from discontinued operations (20,602) 2,603
Net (loss) $ (10,680) $ (210,524)
Net loss per common share – basic and diluted;    
Net loss per common share - Continuing operations - basic $ 0.00 $ (0.17)
Net loss per common share - Continuing operations - diluted 0.00 (0.17)
Net loss per common share - Discontinued operations - basic (0.00) 0.00
Net loss per common share - Discontinued operations - diluted (0.00) 0.00
Net loss per common share - basic (0.00) (0.17)
Net loss per common share - diluted $ (0.00) $ (0.17)
Weighted-average common shares outstanding - Basic 8,814,613 1,245,834
Weighted-average common shares outstanding - Diluted 8,814,613 1,245,834
v3.24.1.1.u2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Amortization of debt discounts $ 62,500 $ 12,500
v3.24.1.1.u2
Condensed Consolidated Statement of Changes in Stockholders' (Deficiency) (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Balance $ (3,300,050) $ (3,707,559) $ (3,557,968)
Issuance of common stock in satisfaction of notes payable   $ 854,225 60,933
Issuance of common stock in satisfaction of notes payable, shares   7,270,000  
Net loss (10,680)   (210,524)
Balance (3,310,730)   (3,707,559)
Preferred Stock [Member] | Series B Preferred Stock [Member]      
Balance $ 52,000 $ 52,000 $ 52,000
Balances, shares 52,000 52,000 52,000
Issuance of common stock in satisfaction of notes payable    
Net loss  
Balance $ 52,000   $ 52,000
Balances, shares 52,000   52,000
Common Stock [Member]      
Balance $ 881 $ 126 $ 115
Balances, shares 8,814,613 1,264,145 1,147,827
Issuance of common stock in satisfaction of notes payable     $ 11
Issuance of common stock in satisfaction of notes payable, shares   116,318
Net loss  
Balance $ 881   $ 126
Balances, shares 8,814,613   1,264,145
Additional Paid-in Capital [Member]      
Balance $ 9,708,646 $ 8,822,276 $ 8,761,354
Issuance of common stock in satisfaction of notes payable     60,922
Net loss  
Balance 9,708,646   8,822,276
Retained Earnings [Member]      
Balance (13,061,577) $ (12,581,961) (12,371,437)
Issuance of common stock in satisfaction of notes payable    
Net loss (10,680)   (210,524)
Balance $ (13,072,257)   $ (12,581,961)
v3.24.1.1.u2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
OPERATING ACTIVITIES:    
Net income (loss) for the period $ (10,680) $ (210,524)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 68,729 73,387
Gain on sale of assets of DG Research Inc. (26,388)
Gain on asset disposition (43,565)
Provision for doubtful accounts (51,087) (1,618)
Amortization of debt discounts 62,500 12,500
Derivative liability (income) expense (133,463) (7,464)
Loss on conversion of notes 31,903
Changes in operating assets and liabilities:    
Accounts receivable 562,320 45,685
Prepaid expenses and other current assets (5,736) (5,180)
Deposits (8,257)
Accounts payable (108,612) (14,114)
Accrued expenses 3,261 30,700
Deferred compensation (98,737) 1,677
Accrued interest 999 19,314
Net cash provided by (used in) operating activities 254,849 (67,299)
INVESTING ACTIVITIES:    
Proceeds from sale of assets of DG Research Inc. 175,000
Proceeds from disposition of asset 51,585
Net cash provided in investing activities 175,000 51,585
FINANCING ACTIVITIES:    
Repayment of secured notes and convertible notes payable (550,000)
Increase (decrease) in other debt -net (115,116) (20,696)
Net cash provided by (used in) financing activities (665,116) (20,696)
NET INCREASE (DECREASE) IN CASH (235,267) (36,410)
CASH, BEGINNING OF PERIOD 318,441 36,616
CASH, END OF PERIOD 83,174 206
Supplemental disclosure of cash flow information    
Interest 2,619
Income taxes
Issuance of common stock in satisfaction of debt:    
Fair Value of Common Stock Issued 60,933
Notes Payable Satisfied   (29,030)
Accrued Interest Satisfied
Loss on conversions of notes payable 31,903
Right of use asset acquired January 1, 2024 $ 259,237
v3.24.1.1.u2
ORGANIZATION
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION

NOTE A – ORGANIZATION

 

Deep Green Waste & Recycling, 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, the Company 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 2,000 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares and the June 20, 2023 reverse stock split of 1 share for 1,500 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 56,667 shares (as adjusted for the September 27, 2017 reverse stock split of 1 share for 1000 shares and the June 20, 2023 reverse stock split of 1 share for 1,500 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.

 

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.

 

In the quarterly period ended March 31, 2021, 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.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE A – ORGANIZATION (continued)

 

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 1,333 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.

 

Securities Purchase Agreement

 

On August 11, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”) and Lyell Environmental Services, Inc. (hereinafter “LES”). On October 19, 2021, the Company closed on the Securities Purchase Agreement (the “Agreement”) with Jeremy Lyell (the “Shareholder”). In consideration for the purchase of all Lyell Environmental Services, Inc. shares from the Shareholder, the Company was to pay the Shareholder (i) $50,000 upon execution of the Agreement that was held in escrow, (ii) $1,300,000 at Closing, and (iii) 667 shares of the Company’s common stock. Under the amended Agreement (the “Amended Agreement”), the Company paid to the Shareholder (i) the $50,000 paid upon execution of the Agreement and that was held in escrow, (ii) $1,000,000 at Closing, and (iii) 667 shares of the Company’s common stock. The Company also issued the Shareholder a Promissory Note (the “Promissory Note”) in the amount of $186,537.92, which had a balance of $49,179 at December 31,2023, bore interest at 7% per annum and was due on December 18, 2021. The transaction closed on October 19, 2021. LES provides asbestos removal and other remediation services to customers.

 

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.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE A – ORGANIZATION (continued)

 

Reverse Stock Split

 

On June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse stock split which reduced the issued and outstanding shares of common stock from 1,896,216,952 shares to 1,264,165 shares. The accompanying financial statements have been retroactively restated to reflect this reverse split stock.

 

Sale of AMWASTE

 

On March 20, 2024, Deep Green Waste & Recycling, Inc. and its subsidiary DG Research Inc. dba AMWASTE (“DGRI”), along with Tyler’s Couch, LLC, a single member LLC owned by Bill Edmonds, Deep Green’s Chairman and CEO, (collectively, the “Sellers”) completed the sale of substantially all of the assets of DGRI to Amwaste of Georgia, LLC (“Buyer”) for a total purchase price of $185,000. The sale included DGRI’s business assets, equipment, contracts, leases, and intellectual property related to its waste management business located in Glynn County, Georgia. The purchase price was allocated $175,000 to Deep Green and $10,000 to Tyler’s Couch, LLC.

 

The sale was governed by the terms of the Purchase and Sale Agreement dated February 19, 2024. Key assets transferred included trucks, containers, equipment, the “Amwaste” trade name and related intellectual property, customer lists, contracts and open work orders. Excluded assets were minimal. The agreement contained customary representations, warranties and covenants by the Sellers.

 

The transaction allows Deep Green to divest its Amwaste subsidiary and assets in Georgia. Bill Edmonds, as an affiliate of Deep Green and the owner of the single member Tyler’s Couch LLC, was a key party to the agreement on the sell side. The sale indicates Deep Green is streamlining its business and provides it with additional cash proceeds.

 
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Summary of Significant Accounting Policies

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

 

Interim Financial Statements

 

The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2024. These financial statements should be read in conjunction with that report.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DG Research, Inc., DG Treasury, Inc. and Lyell Environmental Services Inc. All inter-company balances and transactions have been eliminated in consolidation.

 

Cash Equivalents

 

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes

 

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.

 

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2024 and December 31, 2023, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

 

Financial Instruments and Fair Value of Financial Instruments

 

We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1:   Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:   Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:   Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (see NOTE J), where Level 2 inputs were used, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.

 

For nonrecurring fair value measurements of issuances of common stock for services and in satisfaction of convertible notes payable and accrued interest (see NOTE K), we used Level 2 inputs.

 

Derivative Liabilities

 

We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

 

Impairment of Long-Lived Assets

 

The Company’s long-lived assets (consisting primarily of property, equipment and intangible assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through March 31, 2024, the Company has not experienced impairment losses on its long-lived assets.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of operations. The estimated lives used to determine depreciation and amortization are:

 

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Trucks   5 years
Containers   5 years
Software   2 - 3 Years
Office Equipment   3 - 7 Years
Furniture and Fixtures   8 Years
Waste and Recycling Equipment   5 Years
Leasehold Improvements   Varies by Lease

 

Goodwill

 

Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021.

 

We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Amortizable Intangible Assets

 

Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Lyell Environmental Services, Inc. acquisition on October 19, 2021.

 

We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. We established the fair value of these amortizable intangible assets based on the income approach using discounted future cash flows.

 

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

 

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

 

Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

 

Stock-Based Compensation

 

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered.

 

Related Parties

 

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition

 

Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.

 

Advertising Costs

 

Advertising costs, which were not significant for the periods presented, are expensed as incurred.

 

Loss per Share

 

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

 

Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation.

 

For the periods presented, we have excluded the shares issuable from the convertible notes payable (see NOTE I) and the warrants (see NOTE K) from our diluted net loss per share calculation as the effect of their inclusion would be anti-dilutive.

 

Recently Enacted Accounting Standards

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which has superseded nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our financial statements for the periods presented.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our financial statements for the periods presented.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance was effective for annual periods beginning after December 15, 2018; early adoption was permitted.

 

The Company early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE K - CAPITAL STOCK for further information.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

 
v3.24.1.1.u2
LOSS FROM DISCONTINUED OPERATIONS
 3 Months Ended
Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
LOSS FROM DISCONTINUED OPERATIONS

NOTE C – LOSS FROM DISCONTINUED OPERATIONS

 

On March 20, 2024, the Company and its subsidiary: DG Research Inc. (“Amwaste”), along with Tyler’s Couch, LLC completed the sale of substantially all of the assets of Amwaste for a total sale price of $185,000.

 

For the three months ended March 31,2024 and March 31, 2023, the income (loss) from discontinued operations of Amwaste consisted of.

 

SCHEDULE OF  THE INCOME (LOSS) FROM DISCONTINUED OPERATIONS

   March 31, 2024   March 31, 2023 
         
Revenues  $25,065   $26,691 
           
Cost of revenues   28,749    21,903 
           
Gross margin   (3,684)   4,788 
           
Operating expenses:          
           
Selling, general and administrative   32,980    30,766 
Depreciation of property and equipment   5,561    9,534 
Amortization of intangible assets   4,765    5,450 
Total operating expenses   43,306    45,750 
Loss from operations   (46,990)   (40,962)
Gain in disposition of property   -    43,565 
Income (loss) from discontinued operations  $(46,990)  $2,603 
           
The gain on sale of assets of Amwaste was calculated as follows;          
Sales price received by Company  $175,000      
Carrying cost of assets sold;          
Property and equipment, net   107,194      
Intangible assets, net   41,418      
Total carrying cost of assets sold   148,612      
Gain on sale of assets of Amwaste   $26,388      

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 
v3.24.1.1.u2
PROPERTY AND EQUIPMENT
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE D - PROPERTY AND EQUIPMENT

 

Property and Equipment consist of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Office equipment  $52,113   $54,286 
Waste and Recycling Equipment   97,499    303,159 
Furniture and Fixtures   1,390    - 
Total   151,002    357,445 
           
Accumulated depreciation and amortization   (124,901)   (218,951)
           
Net  $26,101   $138,494 

 

For the three months ended March 31, 2024 and 2023, depreciation of property and equipment was $6,589 and $10,562, respectively.

 
v3.24.1.1.u2
GOODWILL AND INTANGIBLE ASSETS
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS

NOTE E – GOODWILL AND INTANGIBLE ASSETS

 

Goodwill and Intangible assets consist of the following at:

 

  

March 31,
2024

(Unaudited)

   December 31,
2023		 
Customer list and convenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Service, Inc. closed on October 19,2021  $1,083,333   $1,083,333 
Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021   134,926    134,926 
Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021   -    109,000 
Total   1,218,259    1,327,259 
           
Accumulated amortization   (535,756)   (541,197)
           
Net  $682,503   $786,062 

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE E – GOODWILL AND INTANGIBLE ASSETS (continued)

 

The customer lists and covenants not to compete are being amortized using the straight-line method over their estimated useful lives of five years. For the three months ended March 31, 2024 and 2023, amortization of intangible assets expense was $62,140 and $62,825, respectively.

 

At March 31, 2024, the expected future amortization of intangible assets expense is:

 

   Amount 
Fiscal year ending December 31:     
2024 (excluding the three months ended March 31, 2024)  $162,500 
2025   216,667 
2026   168,410 
Total  $547,577 

 
v3.24.1.1.u2
RIGHT OF USE ASSET AND OPERATING LEASE LIABILIES
 3 Months Ended
Mar. 31, 2024
Right Of Use Asset And Operating Lease Liabilies  
RIGHT OF USE ASSET AND OPERATING LEASE LIABILIES

NOTE F- RIGHT OF USE ASSET AND OPERATING LEASE LIABILIES

 

Effective January 1,2024, Lyell executed a Lease Agreement with a lessor to rent approximately 4,500 square feet of office and warehouse space in Hermitage Tennessee. The lease has a term of 61 months from January 1, 2024 to January 31, 2029. The lease provides for monthly rent ranging from $5,344 (year 1) to $6,195 (year 6).

 

At March 31, 2024 the future undiscounted minimum lease payments under the lease are:

 

Year ending December 31,  As of March 31,2024 
2024  $48,096 
2025   66,049 
2026   68,030 
2027   70,071 
2028   72,173 
2029   6,195 
Total  $330,614 

 

The operating lease liabilities totaling $250,738 at March 31,2024 as presented in the Consolidated Balance Sheet represents the discounted (at a 12% estimated incremental borrowing rate) value of the future lease payments of $330,614 at March 31,2024

 

For the three months ended March 31, 2024, and March 31, 2023, rent expense attributable to leases was $12,687 and $9,307, respectively.

 
v3.24.1.1.u2
ACCOUNTS PAYABLE
 3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE

NOTE G – ACCOUNTS PAYABLE

 

Accounts payable consist of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
August 1, 2018 Default Judgment payable to Ohio vendor  $32,832   $32,832 
January 14, 2019 Default Judgment payable to Tennessee customer   423,152    423,152 
January 24, 2019 Default judgment payable to Florida vendor   31,631    31,631 
Other vendors of materials and services   2,217,071    2,325,693 
Credit card obligations   217,005    215,597 
           
Total  $2,921,691   $3,028,905 

 

Most of the accounts payable relate to services performed by subcontractors prior to the cessation of our waste recycling business on August 7, 2018. In many cases, these subcontractors have subsequently reached agreements with our former customers to continue the provision of services to such customers.

 
v3.24.1.1.u2
DEBT
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
DEBT

NOTE H – DEBT

 

Debt consists of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Claimed amount due to Factor (AEC Yield Capital, LLC) pursuant to Factor’s Notice of Default dated July 31, 2018  $387,535   $387,535 
Short-term capital lease   5,574    5,574 
Note issued in Lyell acquisition   -    49,179 
Loans payable to officers, interest at 8%, due on demand   17,707    23,547 
Sales Tax Payable and payroll tax withholdings and liabilities   23,523    42,416 
Due to seller of Lyell   25,156    25,156 
Note payable to short term funding company   466    12,135 
Note payable to officer, interest at 15% per annum, due on demand   -    29,535 
Total   459,961    575,077 
Current portion of debt   (459,961)   (575,077)
Long-term portion of debt  $-   $- 

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 
v3.24.1.1.u2
SECURED NOTES AND CONVERTIBLE NOTES PAYABLE
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
SECURED NOTES AND CONVERTIBLE NOTES PAYABLE

NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE

 

Secured Notes and Convertible Notes Payable consist of:

 

  

March 31,
2024

(Unaudited)

   December 31,
2023		 
Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021. (i)  $39,388   $189,388 
Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021. (ii)   69,900    219,900 
Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date February 28, 2022 - net of unamortized debt discount of $6,250 at December 31, 2023– (iii)   187,500    187,500 
Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date February 28, 2022 - net of unamortized debt discount of $6,250 at December 31, 2023– (iii)   187,500    187,500 
Secured Promissory Note to Quick Capital, LLC: Issue date July 25, 2023 – net of unamortized discount of $31,250 at December 31, 2023 (iv)   -    93,750 
Secured Promissory Note to BHP Capital NY Inc.: Issue date July 25, 2023 – net of unamortized discount of $31,250 at December 31, 2023 (iv)   -    93,750 
Totals  $484,288   $971,788 

 

  (i) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021 As of March 31, 2024, $39,388 principal was due on the Quick Capital Note due October 14, 2022.
     
  (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021. As of March 31, 2024, $69,900 principal was due on the BHP note due October 14, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE (continued)

 

  (iii) On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars ($187,500). The Notes have a term of one (1) year (“Maturity Date” of February 28, 2023) and shall have a one-time interest charge of ten percent (10%). The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month anniversary of the issue date, the Borrower is to pay $4,489.92 per month for months four through eleven, and (ii) then a balloon payment in the amount of $170,330.64 on the Maturity Date. The Notes are convertible into shares of Common Stock at any time after an Event of Default in any portion at the Default Conversion Price, in the sole discretion of the Holder. The “Default Conversion Price” shall mean $0.75 per share. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The transactions closed on March 2, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

  (iv) On July 31, 2023, Lyell Environmental Services, Inc (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). These agreements provided operating capital for a large 5-month project. The combined loan amount was $750,000 and the purchase amount was $500,000. The project started on July 31, 2023 and was completed in December of 2023. The notes were secured by a first priority security interest in collateral specified in related Security Agreements and as further guaranteed by the Company (parent company of Lyell).

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 
v3.24.1.1.u2
DERIVATIVE LIABILITY
 3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITY

NOTE J - DERIVATIVE LIABILITY

 

The derivative liability at March 31, 2024 and December 31, 2023 consisted of:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.  $81,239   $214,702 
Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.   -    - 
Total  $81,239   $214,702 

 

The above Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is indeterminate. Accordingly, we have recorded the fair value of the embedded conversion feature as a derivative liability at the respective issuance dates of the Notes and charged the applicable amounts to debt discount and the remainder to other expense. The increase (decrease) in the fair value of the derivative liability from the respective issuance date of the Notes to the measurement date is charged (credited) to other expense (income).

 

On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

The fair value of the derivative liability was measured at the respective issuance date and at March 31, 2024 and December 31, 2023 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at March 31, 2024 were (1) stock price of $0.0499 per share, (2) conversion price of $0.01624 per share, (3) term of 30 days, (4) expected volatility of 143% and (5) risk free interest rate of 5.49%. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2023 were (1) stock price of $0.03 per share, (2) conversion price of $0.01414 per share, (3) term of 30 days, (4) expected volatility of 143% and (5) risk free interest rate of 5.6%.

 
v3.24.1.1.u2
CAPITAL STOCK
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
CAPITAL STOCK

NOTE K - CAPITAL STOCK

 

Preferred Stock

 

On July 18, 2010, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Convertible Preferred Stock” (hereinafter “Series A”) with a stated par value of $0.0001 per share. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A shall be as hereinafter described. The holders of Series A shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series A shares are outstanding. The holders of Series A shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

At March 31, 2024 and December 31, 2023, there were 0 and 0 shares of Series A issued and outstanding, respectively.

 

On January 22, 2020, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Convertible Preferred Stock” (hereinafter “Series B”) with a par value of $0.0001 per share and authorization of 100,000 shares. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B shall be as hereinafter described.

 

The holders of the Series B, shall not be entitled to receive dividends, nor shall dividends be paid on common stock or any other Series of Preferred Stock while Series B shares are outstanding. The holders of Series B shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company. The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares.

 

If the Corporation shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Corporation shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Corporation or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of sixty (60) consecutive days and, on account of any such event, the Corporation shall liquidate, dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or transfer of all or substantially all of the Corporation’s assets in one transaction or in a series of related transactions (a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Corporation (other than Senior Securities and Pari Passu Securities) upon liquidation, dissolution or winding up unless prior thereto the Holders of shares of Series B Preferred Stock shall have received the Liquidation Preference (equal to the stated value or $1.00 per share) with respect to each share. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series B Preferred Stock and Holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Corporation legally available for distribution to the Series B Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares.

 

On January 22, 2020, the Company issued 25,000 shares of Series B Preferred Stock to Bill Edmonds in satisfaction of $25,000 of the Company’s deferred compensation liability to Mr. Edmonds.

 

On June 3, 2020, the Company issued 6,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $6,000 loans payable to Mr. Edmonds.

 

On November 30, 2022, the Company issued 21,000 shares of its Series B Convertible Preferred Stock to Bill Edmonds in satisfaction of $21,000 of a note payable to Bill Edmonds

 

At March 31, 2024 and December 31, 2023, there were 52,000 and 52,000 shares of Series B Preferred Stock issued and outstanding, respectively.

 

Common Stock

 

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

 

On July 11, 2021, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 250,000,000 to 500,000,000 and to increase the number of authorized shares of Preferred Stock of the Company from 2,000,000 to 5,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common and Preferred Stock. On July 11, 2021, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common and Preferred Stock.

 

On February 10, 2022, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 500,000,000 to 1,000,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common Stock. On February 10, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common Stock.

 

On September 17, 2022, the Company’s Board unanimously approved an Amendment to our Articles of Incorporation (the “Authorized Share Amendment”) to increase the number of authorized shares of Common Stock of the Company from 1,000,000,000 to 3,000,000,000 with the Board maintaining the discretion of whether or not to implement the increase in authorized shares of Common Stock. On September 17, 2022, the Majority Stockholders delivered an executed written consent in lieu of a special meeting (the “Stockholder Consent”) authorizing and approving the Authorized Share Amendment and the increase in authorized shares of Common Stock.

 

Common Stock Issuances

 

For the three months ended March 31, 2024 there were no issuances of common stock. For the fiscal year ended December 31, 2023, the Company issued and/or sold the following securities:

 

On January 4, 2023, the Company issued a noteholder 57,270 shares of common stock in satisfaction of $13,530 principal. The $20,832 excess of the $34,362 fair value of the 57,270 shares over the $13,530 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2023.

 

On January 23, 2023, the Company issued a noteholder 59,048 shares of common stock in satisfaction of $15,500 principal. The $11,071 excess of the $26,571 fair value of the 59,048 shares over the $15,500 liability reduction was charged to loss on conversion of debt in the three months ended March 31, 2023.

 

On June 20, 2023, the Company effectuated a 1 for 1,500 shares reverse split which reduced the issued and outstanding shares of common stock from 1,896,216,952 shares to 1,264,165 shares. The accompanying financial statements have been retroactively restated to reflect this reverse split stock.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

On June 20, 2023, the Company issued a total of 7,270,000 shares of common stock (6,000,000 were issued to the three officers of the Company, 1,270,000 to five key employees of the Company) for services rendered. The $854,225 fair value of the 7,270,000 common shares was charged to operating expenses in the three months ended June 30, 2023.

 

On June 20, 2023, 280,000 shares of common stock were issued to a consultant for work previously performed. The $22,900 excess of the $32,900 fair value of the 280,000 shares over the $10,000 liability reduction was charged to loss on conversion of debt in the three months ended June 30, 2023.

 

NOTE K - CAPITAL STOCK (continued)

 

Warrants and options

 

A summary of warrants and options activity follows:

 

   Shares Equivalent 
   Options   Warrants   Total 
Balance, December 31, 2020      -    53    53 
Warrants expired on February 19, 2021   -    (20)   (20)
Warrants expired on March 16, 2021   -    (33)   (33)
Warrant issued on July 2, 2021 (i)   -    3,333    3,333 
Cashless exercise of warrant on September 21, 2021(i)   -    (3,333)   (3,333)
Two warrants issued on October 14, 2021 (ii)   -    88,889    88,889 
Balance, December 31, 2021   -    88,889    88,889 
2022 Option/Warrant Activity   -    -    - 
Balance, December 31, 2022   -    88,889    88,889 
Warrant cancelled effective June 16, 2023 (iii)   -    (44,444)   (44,444)
Balance, December 31, 2023 and March 31, 2024   -    44,445    44,445 

 

(i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 3,333 shares of the Company’s common stock at an exercise price of $30.00 per share for a term of 5-years. On September 21, 2021, the Company issued Labrys 3,008 shares of common stock as a cashless exercise of the warrant.
   
(ii)

On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 per share for a term of 5-years. The Company agreed to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA. The Registration Statement on Form S-1 was filed with the Securities and Exchange Commission on October 28, 2021 and declared effective on November 10, 2021. The transaction closed on October 19, 2021. 

   
(iii) On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE K - CAPITAL STOCK (continued)

 

The following table summarizes information about warrants outstanding as of March 31, 2024:

 

Description  Number Outstanding At March 31, 2024   Exercise Price   Expiration Date
            
Warrants issued October 14, 2021   44,445    22.50   October 14, 2026
Total   44,445         

 
v3.24.1.1.u2
INCOME TAXES
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE L - INCOME TAXES

 

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the periods presented. The sources of the differences are as follows:

 

  

March 31, 2024

(Unaudited)

  

March 31, 2023

(Unaudited)

 
   Three Months Ended 
  

March 31, 2024

(Unaudited)

  

March 31, 2023

(Unaudited)

 
Expected tax at 21%  $(2,243)  $(44,210)
Non-deductible (non-taxable) derivative liability expense (income)   (28,027)   (1,567)
Non-deductible amortization of debt discounts   13,125    2,625 
Non-deductible loss on conversions of notes payable and accrued interest   -    6,700 
Increase (decrease) in Valuation allowance   17,145    36,262 
Provision for (benefit from) income taxes  $-   $- 

 

All tax years subsequent to 2019 remain subject to examination by the Internal Revenue Service.

 

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of March 31, 2024 and December 31, 2023 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at March 31, 2024 and December 31, 2023. The Company will continue to review this valuation allowance and make adjustments as appropriate.

 

The net operating loss carryforward at March 31, 2024 for the years 2004 to 2017 expires in varying amounts from year 2024 to year 2037.

 

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE M - COMMITMENTS AND CONTINGENCIES

 

Occupancy

 

Corporate Office

 

Our current office space is located at 3524 Central Pike, #310, Hermitage, TN 37076 pursuant to a 61-month lease.

 

Lyell Operations

 

In January 2024, Lyell moved its primary operations from 211 Shady Grove Rd, Nashville, TN 37214 to 3524 Central Pike, Suite 310, Hermitage, Tennessee, 37076. The new lease has a 61 month term with a monthly rent of $5,344 per month with provisions for annual increases.

 

Employment Agreements

 

On January 1, 2016, Deep Green Waste & Recycling, LLC (the “LLC”) entered into an Employment Agreement (the “Agreement”) with David A. Bradford as Chief Operating Officer. In connection with his appointment, the LLC and Mr. Bradford entered into a written Agreement for an initial five-year term, which provided for the following compensation terms for Mr. Bradford. Pursuant to the Agreement, Mr. Bradford was to receive a base salary of $108,000 per year, subject to increase of not less than 10% per year. The LLC (i) was to remit payment of Eighty-Four Thousand Dollars ($84,000) of the Base Salary; and (ii) was to defer payment of Twenty-Four Thousand Dollars ($24,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, shall determine when and how the Deferred Base Salary shall be paid, without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the Company; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Bradford was eligible for a cash bonus equal to 1.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. As an inducement to the Executive to enter into this Agreement, the LLC granted the Executive an initial three and one-half percent (3.5%) ownership interest in the LLC. In addition, the executive had the right to purchase equity at the most recently traded rate. In 2016, the executive converted $19,947 of deferred compensation to 4.76% members’ equity. On July 17, 2017, Mr. Bradford and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan (ISP), the LLC was to grant the Executive an additional one and one half percent (1.5%) ownership interest in the LLC, with 0.375% granted upon the date of initiation and 0.375% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the Company’s after-tax profits exceed $2,000,000, the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than one and one-half percent (1.5%) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”) (f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Bradford’s Agreement. Effective May 1, 2018, Mr. Bradford agreed to forgo payment of his salary until circumstances allow a resumption. On December 3, 2019, Mr. Bradford submitted his resignation as President, Chief Executive Officer, Secretary and as a member of the Board of Directors of the Company, effectively immediately. Mr. Bradford retained his role as Chief Operating Officer of the Company. Commencing in July of 2020, the Company and Mr. Bradford agreed that the Company will pay Mr. Bradford $3,500 per month until such time as Company finances improve. On December 31, 2020, the Company extended Mr. Bradford’s employment agreement for an additional two-year period. On December 31, 2023, the Company once again extended Mr. Bradford’s employment agreement, this time for a period of three years. For the three months ended March 31, 2024 and 2023, compensation to Mr. Bradford expensed under the above employment agreement was $10,500 and $10,500, respectively. As of March 31, 2024 and December 31, 2023, accrued compensation due Mr. Bradford was $58,750 and $52,500, respectively. As of March 31, 2024 and December 31, 2023, the deferred compensation balance due Mr. Bradford was $0 and $0, respectively.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE M - COMMITMENTS AND CONTINGENCIES (continued)

 

On January 1, 2016, Deep Green Waste & Recycling, LLC (the “LLC”) entered into an Employment Agreement (the “Agreement”) with Bill Edmonds as Managing Member, President and Chief Financial Officer. Mr. Edmonds became Chief Executive Officer of the Company in 2011. In connection with his appointment, the LLC and Mr. Edmonds entered into a written Agreement for an initial five-year term, which provided for the following compensation terms for Mr. Edmonds. Pursuant to the Agreement, Mr. Edmonds was to receive a base salary of $200,000 per year, subject to increase of not less than 10% per year. The Company (i) was to remit payment of One Hundred Sixty Thousand Dollars ($160,000) of the Base Salary; and (ii) was to defer payment of Forty Thousand Dollars ($40,000) of the Base Salary, in a proportionate basis and allocated over each payment of the Base Salary so remitted (the “Deferred Base Salary”). The Deferred Base Salary shall earn seven percent (7%) simple interest per annum until paid in full. The Executive, in his sole and absolute discretion, shall determine when and how Deferred Base Salary shall be paid, without limitation; and may also elect to acquire additional ownership interest in the LLC in exchange for all or any portion of the Deferred Base Salary then outstanding, at the lesser of (i) the then-current value of the ownership interest in the LLC; or (ii) the price at which ownership interest in the LLC was most recently purchased by any party, including the LLC. Mr. Edmonds was eligible for a cash bonus equal to 2.5% of Adjusted EBITDA over $2,000,000 at the end of each respective annual period. On July 17, 2017, Mr. Edmonds and the LLC agreed to amend the terms of the Agreement, as follows: (i) upon initiation of its Incentive Stock Plan, the LLC was to grant the Executive an additional two and one-fourth percent (2.25%) ownership interest in the LLC, with 0.5625% granted upon the date of initiation and 0.5625% granted on the anniversary date of the ISP for each of the following three years, and (ii) for each year of the Agreement in which the LLC’s after-tax profits exceed $2,000,000, the LLC was to pay the Executive a Discretionary Incentive Bonus of no less than two and one half percent (2.5%) of the LLC’s after-tax profits, as determined by the LLC’s independent certified public accountant(s) in accordance with generally accepted accounting principles. On August 24, 2017, simultaneous with the entry into the Merger Agreement between Deep Green Waste & Recycling, LLC, Critic Clothing, Inc. and Deep Green Acquisition, LLC dated August 24, 2017, Deep Green Waste & Recycling, Inc. (the “Company”) (f/k/a Critic Clothing, Inc.) entered into an Assignment and Assumption Agreement of Mr. Edmonds’ Agreement. Effective May 1, 2018, Mr. Edmonds agreed to forgo payment of his salary until circumstances allow a resumption. On December 31, 2020, the Company extended Mr. Edmonds’ employment agreement for an additional two-year period. On December 31, 2023, the Company once again extended Mr. Edmonds’ employment agreement, this time for a period of three years. Effective January 1, 2023, Mr. Edmonds agreed to resume a monthly salary of $3,500. For the three months ended March 31, 2024 and 2023, compensation to Mr. Edmonds expensed under the above employment agreement was $10,500 and $0, respectively. As of March 31, 2024 and December 31, 2023, the deferred compensation balance due Mr. Edmonds was $3,549 and $102,286, respectively. As of March 31, 2024 and December 31, 2023 the accrued board salary balance due Mr. Edmonds was $30,000 and $25,000, respectively. As of March 31, 2024 and December 31, 2023 the accrued officer salary balance due Mr. Edmonds was $31,500 and $42,000, respectively.

 

On December 4, 2019, the Company entered into an agreement with Lloyd Spencer as President and Chief Executive Officer. In connection with his appointment, the Company and Mr. Spencer entered into a written employment agreement (the “Employment Agreement”) for an initial three-year term, which provided for the following compensation terms for Mr. Spencer. Pursuant to the Employment Agreement, Mr. Spencer was to receive a base salary of $10,000 per month starting when the corporation receives its first round of equity or debt financing. Mr. Spencer received 333 restricted shares of the Company’s common stock on or before January 31, 2020 as a sign-on bonus. In addition, the Company is to issue to Mr. Spencer restricted shares in the form of stock grants equivalent to 4,020 shares of the Corporation’s Common Stock over a 3-year period. Stock Grant shares vested 113 shares each month after the Stock Grant date, December 4, 2019, over a three-year period. The number of shares vested shall be adjusted in the event of subsequent stock splits. Commencing in July of 2020, the Company and Mr. Spencer agreed that the Company will pay Mr. Spencer $3,500 per month until such time as Company finances improve. For the three months ended March 31, 2024, and 2023, compensation to Mr. Spencer expensed under the employment agreement was $10,500 and $10,500, respectively. As of March 31, 2024, and December 31, 2023, the accrued cash compensation due Mr. Spencer was $42,000 and $69,250, respectively. As of March 31,2024, and December 31, 2023, the accrued board salary balance due Mr. Spencer was $30,000 and $25,000, respectively. On December 31, 2023, the Company extended Mr. Spencer’s employment agreement for a three-year period.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE M - COMMITMENTS AND CONTINGENCIES (continued)

 

On March 14, 2022, Lloyd T. Spencer, the Company’s Chief Executive Officer, Secretary and Director, resigned in his position as Chief Executive Officer. Mr. Spencer retained his roles as Secretary and Director. On March 14, 2022, upon the resignation of Mr. Spencer as the Company’s Chief Executive Officer, the Board of Directors appointed Bill Edmonds as its new Chief Executive Officer. Mr. Edmonds retained his prior roles as interim Chief Financial Officer and Chairman of the Board of Directors. On March 14, 2022, the Board of Directors appointed David Bradford to President. Mr. Bradford retained his prior role as Chief Operating Officer.

 

Director Agreements

 

On January 9, 2020, the Company and Lloyd Spencer (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($5,000.00) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director began receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At March 31, 2024, the accrued compensation due Mr. Spencer under this agreement was $30,000.

 

On January 9, 2020, the Company and Bill Edmonds (the “Director”) entered into a Board of Directors Services Agreement whereby the Director shall receive compensation for serving on the Company’s Board of Directors equivalent to Five Thousand and no/100 dollars ($5,000.00) of the Company’s common stock, paid to the Director on the last calendar day of each fiscal quarter as long as Director continues to fulfill his duties and provide the services set forth above. The pricing of the stock to be delivered shall be calculated as: $5,000/(Closing stock price on the last calendar day of the fiscal quarter x 0.8). The Director began receiving compensation for services rendered under this Agreement beginning during the first calendar quarter of 2020. At March 31, 2024, the accrued compensation due Mr. Edmonds under this agreement was $30,000.

 

Major Customers

 

For the three month period ended March 31, 2024, two customers accounted for 42% and 16%, respectively, of total revenues. For the three month period ended March 31, 2023, one customer accounted for 10% of total revenues

 

Legal

 

As indicated in NOTE G – ACCOUNTS PAYABLE, one customer and two vendors have received Default Judgments against Deep Green aggregating $487,615 that remain unpaid by Deep Green. Also, Deep Green has accounts payable to other vendors of materials and services and credit card companies aggregating $2,434,076, which are mostly past due and remain unpaid by Deep Green. Also, Deep Green has not paid any amounts to satisfy the $387,535 claimed by the factor pursuant to the Factor’s Notice of Default dated July 31, 2018.

 

On January 1, 2023, the Company received notification of a complaint filed in the Supreme Court of the State of New York by Owen May and MD Global. The complaint alleges “breach of contract, conversion, fraud, and securities fraud related to misconduct, failure to perform, theft, and deceit and intentional misrepresentations done with scienter about securities by Deep Green Waste & Recycling and Lloyd T Spencer”. The complaint seeks $350,000.00 in compensatory damages, and $3,500,000.00 in punitive damages. The Company believes the complaint to be wholly without merit and has filed to dismiss the case.

 

On June 1, 2023 the Company received notification that the Supreme Court of the State of New York dismissed the fraud and conversion claims brought by MD Global, LLC and further ruled that former CEO Lloyd Spencer should not be a party to the case. On May 29, 2024, the parties executed a stipulation of discontinuance to dismiss the case.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 
v3.24.1.1.u2
GOING CONCERN UNCERTAINTY
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN UNCERTAINTY

NOTE N - GOING CONCERN UNCERTAINTY

 

Under ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability to meet our future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our plans that have not been fully implemented as of the date the financial statements are issued.

 

In performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability to meet our financial obligations as they become due. We have a history of net losses: As of March 31, 2024, we had cash of $83,174, current assets of $453,231, current liabilities of $4,545,003 and an accumulated deficit of $13,072,257. For the three months ended March 31, 2024 and 2023, we had net losses of $10,680 and $210,524 respectively. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements.

 

In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM).

 

There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through June 2025.

 

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern.
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.

 
Interim Financial Statements

Interim Financial Statements

 

The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2023 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2024. These financial statements should be read in conjunction with that report.

 
Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of Deep Green Waste & Recycling, Inc. (“Deep Green”) and Deep Green’s wholly owned subsidiaries, DG Research, Inc., DG Treasury, Inc. and Lyell Environmental Services Inc. All inter-company balances and transactions have been eliminated in consolidation.

 
Cash Equivalents

Cash Equivalents

 

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no cash equivalents.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 
Income Taxes

Income Taxes

 

In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.

 

We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of March 31, 2024 and December 31, 2023, we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations since our inception. To date, we have not incurred any interest or tax penalties.

 
Financial Instruments and Fair Value of Financial Instruments

Financial Instruments and Fair Value of Financial Instruments

 

We adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1:   Observable inputs such as quoted market prices in active markets for identical assets or liabilities.
Level 2:   Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3:   Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. Except for the derivative liability (see NOTE J), where Level 2 inputs were used, we had no financial assets or liabilities carried and measured at fair value on a recurring or nonrecurring basis during the periods presented.

 

For nonrecurring fair value measurements of issuances of common stock for services and in satisfaction of convertible notes payable and accrued interest (see NOTE K), we used Level 2 inputs.

 
Derivative Liabilities

Derivative Liabilities

 

We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

 
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The Company’s long-lived assets (consisting primarily of property, equipment and intangible assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Through March 31, 2024, the Company has not experienced impairment losses on its long-lived assets.

 
Property and Equipment

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and amortization. Routine maintenance and repairs and minor replacement costs are charged to expense as incurred, while expenditures that extend the life of these assets are capitalized. Depreciation and amortization are provided for in amounts sufficient to write off the cost of depreciable assets to operations over their estimated service lives. The Company uses the straight-line method of depreciation for both financial reporting and tax purposes. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation and amortization will be removed from the accounts and the resulting profit or loss will be reflected in the statement of operations. The estimated lives used to determine depreciation and amortization are:

 

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Trucks   5 years
Containers   5 years
Software   2 - 3 Years
Office Equipment   3 - 7 Years
Furniture and Fixtures   8 Years
Waste and Recycling Equipment   5 Years
Leasehold Improvements   Varies by Lease

 
Goodwill

Goodwill

 

Goodwill relates to the acquisition of Lyell Environmental Services, Inc. on October 19, 2021.

 

We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value might be impaired. We have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of our intangible assets or reporting units are greater than their carrying value. If the qualitative assessment leads to a determination that the intangible asset/ reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value. The estimated fair value of our reporting units is determined based upon the income approach using discounted future cash flows. In situations where the fair value is less than the carrying value, an impairment charge would be recorded for the shortfall.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 
Amortizable Intangible Assets

Amortizable Intangible Assets

 

Amortizable intangible assets consist of the customer lists and covenants not to compete acquired in connection with the Lyell Environmental Services, Inc. acquisition on October 19, 2021.

 

We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired. These intangible assets are amortized on a straight-line basis over their estimated useful lives of 5 years. We established the fair value of these amortizable intangible assets based on the income approach using discounted future cash flows.

 
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

 

Issuances of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete.

 

Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service may be fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values.

 
Stock-Based Compensation

Stock-Based Compensation

 

We account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the period in which the related services are rendered.

 
Related Parties

Related Parties

 

A party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us. Related parties also include our principal owners, our management, members of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests, is also a related party.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 
Revenue Recognition

Revenue Recognition

 

Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.

 
Advertising Costs

Advertising Costs

 

Advertising costs, which were not significant for the periods presented, are expensed as incurred.

 
Loss per Share

Loss per Share

 

We compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.

 

Basic loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation.

 

For the periods presented, we have excluded the shares issuable from the convertible notes payable (see NOTE I) and the warrants (see NOTE K) from our diluted net loss per share calculation as the effect of their inclusion would be anti-dilutive.

 
Recently Enacted Accounting Standards

Recently Enacted Accounting Standards

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which has superseded nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than was required under prior U.S. GAAP. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had any significant effect on our financial statements for the periods presented.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases. However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. We adopted ASU 2016-02 effective January 1, 2019. ASU No. 2016-02 has not had any significant effect on our financial statements for the periods presented.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance was effective for annual periods beginning after December 15, 2018; early adoption was permitted.

 

The Company early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round features as liabilities. Please see NOTE K - CAPITAL STOCK for further information.

 
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Trucks   5 years
Containers   5 years
Software   2 - 3 Years
Office Equipment   3 - 7 Years
Furniture and Fixtures   8 Years
Waste and Recycling Equipment   5 Years
Leasehold Improvements   Varies by Lease
v3.24.1.1.u2
LOSS FROM DISCONTINUED OPERATIONS (Tables)
 3 Months Ended
Mar. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]  
SCHEDULE OF THE INCOME (LOSS) FROM DISCONTINUED OPERATIONS

For the three months ended March 31,2024 and March 31, 2023, the income (loss) from discontinued operations of Amwaste consisted of.

 

SCHEDULE OF  THE INCOME (LOSS) FROM DISCONTINUED OPERATIONS

   March 31, 2024   March 31, 2023 
         
Revenues  $25,065   $26,691 
           
Cost of revenues   28,749    21,903 
           
Gross margin   (3,684)   4,788 
           
Operating expenses:          
           
Selling, general and administrative   32,980    30,766 
Depreciation of property and equipment   5,561    9,534 
Amortization of intangible assets   4,765    5,450 
Total operating expenses   43,306    45,750 
Loss from operations   (46,990)   (40,962)
Gain in disposition of property   -    43,565 
Income (loss) from discontinued operations  $(46,990)  $2,603 
           
The gain on sale of assets of Amwaste was calculated as follows;          
Sales price received by Company  $175,000      
Carrying cost of assets sold;          
Property and equipment, net   107,194      
Intangible assets, net   41,418      
Total carrying cost of assets sold   148,612      
Gain on sale of assets of Amwaste   $26,388      
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Tables)
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

Property and Equipment consist of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Office equipment  $52,113   $54,286 
Waste and Recycling Equipment   97,499    303,159 
Furniture and Fixtures   1,390    - 
Total   151,002    357,445 
           
Accumulated depreciation and amortization   (124,901)   (218,951)
           
Net  $26,101   $138,494 
v3.24.1.1.u2
GOODWILL AND INTANGIBLE ASSETS (Tables)
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS

Goodwill and Intangible assets consist of the following at:

 

  

March 31,
2024

(Unaudited)

   December 31,
2023		 
Customer list and convenant not to compete acquired in connection with the Stock Purchase Agreement with Lyell Environmental Service, Inc. closed on October 19,2021  $1,083,333   $1,083,333 
Goodwill acquired in connection with the Stock Purchase Agreement with Lyell Environmental Services, Inc. closed on October 19, 2021   134,926    134,926 
Customer list and covenant not to compete acquired in connection with the Asset Purchase Agreement with Amwaste, Inc. closed on February 11, 2021   -    109,000 
Total   1,218,259    1,327,259 
           
Accumulated amortization   (535,756)   (541,197)
           
Net  $682,503   $786,062 
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS

At March 31, 2024, the expected future amortization of intangible assets expense is:

 

   Amount 
Fiscal year ending December 31:     
2024 (excluding the three months ended March 31, 2024)  $162,500 
2025   216,667 
2026   168,410 
Total  $547,577 
v3.24.1.1.u2
RIGHT OF USE ASSET AND OPERATING LEASE LIABILIES (Tables)
 3 Months Ended
Mar. 31, 2024
Right Of Use Asset And Operating Lease Liabilies  
SCHEDULE OF MINIMUM LEASE PAYMENTS

At March 31, 2024 the future undiscounted minimum lease payments under the lease are:

 

Year ending December 31,  As of March 31,2024 
2024  $48,096 
2025   66,049 
2026   68,030 
2027   70,071 
2028   72,173 
2029   6,195 
Total  $330,614 
v3.24.1.1.u2
ACCOUNTS PAYABLE (Tables)
 3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
SCHEDULE OF ACCOUNTS PAYABLE

Accounts payable consist of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
August 1, 2018 Default Judgment payable to Ohio vendor  $32,832   $32,832 
January 14, 2019 Default Judgment payable to Tennessee customer   423,152    423,152 
January 24, 2019 Default judgment payable to Florida vendor   31,631    31,631 
Other vendors of materials and services   2,217,071    2,325,693 
Credit card obligations   217,005    215,597 
           
Total  $2,921,691   $3,028,905 
v3.24.1.1.u2
DEBT (Tables)
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF DEBT

Debt consists of the following at:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Claimed amount due to Factor (AEC Yield Capital, LLC) pursuant to Factor’s Notice of Default dated July 31, 2018  $387,535   $387,535 
Short-term capital lease   5,574    5,574 
Note issued in Lyell acquisition   -    49,179 
Loans payable to officers, interest at 8%, due on demand   17,707    23,547 
Sales Tax Payable and payroll tax withholdings and liabilities   23,523    42,416 
Due to seller of Lyell   25,156    25,156 
Note payable to short term funding company   466    12,135 
Note payable to officer, interest at 15% per annum, due on demand   -    29,535 
Total   459,961    575,077 
Current portion of debt   (459,961)   (575,077)
Long-term portion of debt  $-   $- 
v3.24.1.1.u2
SECURED NOTES AND CONVERTIBLE NOTES PAYABLE (Tables)
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
SCHEDULE OF SENIOR NOTES AND CONVERTIBLE NOTES PAYABLE

Secured Notes and Convertible Notes Payable consist of:

 

  

March 31,
2024

(Unaudited)

   December 31,
2023		 
Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date October 14, 2021. (i)  $39,388   $189,388 
Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date October 14, 2021. (ii)   69,900    219,900 
Unsecured Convertible Promissory Note payable to BHP Capital NY Inc.: Issue date February 28, 2022 - net of unamortized debt discount of $6,250 at December 31, 2023– (iii)   187,500    187,500 
Unsecured Convertible Promissory Note payable to Quick Capital, LLC: Issue date February 28, 2022 - net of unamortized debt discount of $6,250 at December 31, 2023– (iii)   187,500    187,500 
Secured Promissory Note to Quick Capital, LLC: Issue date July 25, 2023 – net of unamortized discount of $31,250 at December 31, 2023 (iv)   -    93,750 
Secured Promissory Note to BHP Capital NY Inc.: Issue date July 25, 2023 – net of unamortized discount of $31,250 at December 31, 2023 (iv)   -    93,750 
Totals  $484,288   $971,788 

 

  (i) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021 As of March 31, 2024, $39,388 principal was due on the Quick Capital Note due October 14, 2022.
     
  (ii) On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021. As of March 31, 2024, $69,900 principal was due on the BHP note due October 14, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

 

DEEP GREEN WASTE & RECYCLING, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE (continued)

 

  (iii) On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars ($187,500). The Notes have a term of one (1) year (“Maturity Date” of February 28, 2023) and shall have a one-time interest charge of ten percent (10%). The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month anniversary of the issue date, the Borrower is to pay $4,489.92 per month for months four through eleven, and (ii) then a balloon payment in the amount of $170,330.64 on the Maturity Date. The Notes are convertible into shares of Common Stock at any time after an Event of Default in any portion at the Default Conversion Price, in the sole discretion of the Holder. The “Default Conversion Price” shall mean $0.75 per share. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The transactions closed on March 2, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.

 

  (iv) On July 31, 2023, Lyell Environmental Services, Inc (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). These agreements provided operating capital for a large 5-month project. The combined loan amount was $750,000 and the purchase amount was $500,000. The project started on July 31, 2023 and was completed in December of 2023. The notes were secured by a first priority security interest in collateral specified in related Security Agreements and as further guaranteed by the Company (parent company of Lyell).
v3.24.1.1.u2
DERIVATIVE LIABILITY (Tables)
 3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
SCHEDULE OF DERIVATIVE LIABILITY

The derivative liability at March 31, 2024 and December 31, 2023 consisted of:

 

   March 31,
2024
(Unaudited)		   December 31,
2023		 
Convertible Promissory Note payable to Quick Capital, LLC. Please see NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.  $81,239   $214,702 
Convertible Promissory Note payable to BHP Capital NY Inc. Please see NOTE I – SECURED NOTES AND CONVERTIBLE NOTES PAYABLE for further information.   -    - 
Total  $81,239   $214,702 
v3.24.1.1.u2
CAPITAL STOCK (Tables)
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY

A summary of warrants and options activity follows:

 

   Shares Equivalent 
   Options   Warrants   Total 
Balance, December 31, 2020      -    53    53 
Warrants expired on February 19, 2021   -    (20)   (20)
Warrants expired on March 16, 2021   -    (33)   (33)
Warrant issued on July 2, 2021 (i)   -    3,333    3,333 
Cashless exercise of warrant on September 21, 2021(i)   -    (3,333)   (3,333)
Two warrants issued on October 14, 2021 (ii)   -    88,889    88,889 
Balance, December 31, 2021   -    88,889    88,889 
2022 Option/Warrant Activity   -    -    - 
Balance, December 31, 2022   -    88,889    88,889 
Warrant cancelled effective June 16, 2023 (iii)   -    (44,444)   (44,444)
Balance, December 31, 2023 and March 31, 2024   -    44,445    44,445 

 

(i) On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 3,333 shares of the Company’s common stock at an exercise price of $30.00 per share for a term of 5-years. On September 21, 2021, the Company issued Labrys 3,008 shares of common stock as a cashless exercise of the warrant.
   
(ii)

On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 per share for a term of 5-years. The Company agreed to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA. The Registration Statement on Form S-1 was filed with the Securities and Exchange Commission on October 28, 2021 and declared effective on November 10, 2021. The transaction closed on October 19, 2021. 

   
(iii) On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.
SUMMARY OF WARRANTS AND OUTSTANDING

The following table summarizes information about warrants outstanding as of March 31, 2024:

 

Description  Number Outstanding At March 31, 2024   Exercise Price   Expiration Date
            
Warrants issued October 14, 2021   44,445    22.50   October 14, 2026
Total   44,445         
v3.24.1.1.u2
INCOME TAXES (Tables)
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the periods presented. The sources of the differences are as follows:

 

  

March 31, 2024

(Unaudited)

  

March 31, 2023

(Unaudited)

 
   Three Months Ended 
  

March 31, 2024

(Unaudited)

  

March 31, 2023

(Unaudited)

 
Expected tax at 21%  $(2,243)  $(44,210)
Non-deductible (non-taxable) derivative liability expense (income)   (28,027)   (1,567)
Non-deductible amortization of debt discounts   13,125    2,625 
Non-deductible loss on conversions of notes payable and accrued interest   -    6,700 
Increase (decrease) in Valuation allowance   17,145    36,262 
Provision for (benefit from) income taxes  $-   $- 
v3.24.1.1.u2
ORGANIZATION (Details Narrative) - USD ($)
 3 Months Ended
Mar. 20, 2024
Jun. 20, 2023
Jun. 19, 2023
Feb. 08, 2021
Oct. 01, 2017
Sep. 27, 2017
Aug. 24, 2017
Jun. 30, 2023
Mar. 31, 2023
Mar. 31, 2024
Dec. 31, 2023
Aug. 11, 2021
Aug. 07, 2018
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Reverse stock split   1 for 1,500                      
Stock Issued During Period, Value, New Issues               $ 854,225 $ 60,933        
Common Stock, Value, Issued                   $ 881 $ 881    
Common Stock, Shares, Issued                   8,814,613 8,814,613    
Reverse stock splits common stock shares outstanding   1,264,165 1,896,216,952                    
Mirabile Corporate Holdings, Inc. [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Equity ownership interest percentage                         7.50%
Georgia Limited Liability Company [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Reverse stock split   reverse stock split of 1 share for 1,500 shares       reverse stock split of 1 share for 1000 shares              
Number of shares acquired for exchange             56,667            
Compaction and Recycling Equipment Inc [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Business Acquisition, Percentage of Voting Interests Acquired         100.00%                
Stock Issued During Period, Value, New Issues         $ 902,700                
Cash         586,890                
Compaction and Recycling Equipment Inc [Member] | Promissory Note [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Notes Payable         $ 315,810                
Columbia Financial Services Inc [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Business Acquisition, Percentage of Voting Interests Acquired         100.00%                
Stock Issued During Period, Value, New Issues         $ 597,300                
Cash         418,110                
Columbia Financial Services Inc [Member] | Promissory Note [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Notes Payable         $ 179,190                
Amwaste, Inc. [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Assets purchase price $ 185,000                        
Deep Green Waste & Recycling, LLC [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Assets purchase price 175,000                        
Tylers Couch LLC [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Assets purchase price $ 10,000                        
Agreement [Member] | St. James Capital Management, LLC. [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Cancellation of shares             2,000            
Reverse stock split   reverse stock split of 1 share for 1,500 shares       reverse stock split of 1 share for 1000 shares              
Asset Purchase Agreement [Member] | DG Research, Inc [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Purchase of assets       $ 160,000                  
Restricted shares       1,333                  
Remitted amount       $ 50,000                  
Proceeds from notes payable       $ 110,000                  
Debt maturity date       Apr. 09, 2021                  
Securities Purchase Agreement [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Escrow Deposit                       $ 50,000  
Common Stock, Value, Issued                       $ 1,300,000  
Common Stock, Shares, Issued                       667  
Amended Agreement [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Escrow Deposit                       $ 50,000  
Common Stock, Value, Issued                       $ 1,000,000  
Common Stock, Shares, Issued                       667  
Amended Agreement [Member] | Promissory Note [Member]                          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                          
Promissory note                     $ 49,179 $ 186,537.92  
Debt Instrument, Interest Rate, Stated Percentage                       7.00%  
v3.24.1.1.u2
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details)
Mar. 31, 2024
Trucks [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 5 years
Containers [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 5 years
Software and Software Development Costs [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 2 years
Software and Software Development Costs [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 3 years
Office Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 3 years
Office Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 7 years
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 8 years
Waste and Recycling Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of property and equipment 5 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
Mar. 31, 2024
Accounting Policies [Abstract]  
Intangible assets useful lives 5 years
v3.24.1.1.u2
SCHEDULE OF THE INCOME (LOSS) FROM DISCONTINUED OPERATIONS (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]    
Revenues $ 25,065 $ 26,691
Cost of revenues 28,749 21,903
Gross margin (3,684) 4,788
Selling, general and administrative 32,980 30,766
Depreciation of property and equipment 5,561 9,534
Amortization of intangible assets 4,765 5,450
Total operating expenses 43,306 45,750
Loss from operations (46,990) (40,962)
Gain in disposition of property 43,565
Income (loss) from discontinued operations (46,990) $ 2,603
Sales price received by Company 175,000  
Carrying cost of assets sold;    
Property and equipment, net 107,194  
Intangible assets, net 41,418  
Total carrying cost of assets sold 148,612  
Gain on sale of assets of Amwaste $ 26,388  
v3.24.1.1.u2
LOSS FROM DISCONTINUED OPERATIONS (Details Narrative) - USD ($)
 3 Months Ended
Mar. 20, 2024
Mar. 31, 2024
Mar. 31, 2023
Assets sale price   $ 175,000
Amwaste, Inc. [Member]      
Assets sale price $ 185,000    
v3.24.1.1.u2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total $ 151,002 $ 357,445
Accumulated depreciation and amortization (124,901) (218,951)
Net 26,101 138,494
Office Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total 52,113 54,286
Waste and Recycling Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total 97,499 303,159
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 1,390
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expenses $ 6,589 $ 10,562
v3.24.1.1.u2
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Total $ 1,218,259 $ 1,327,259
Accumulated amortization (535,756) (541,197)
Net 682,503 786,062
Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member] | Goodwill [Member]    
Finite-Lived Intangible Assets [Line Items]    
Total 134,926 134,926
Customer Lists [Member] | Stock Purchase Agreement [Member] | Lyell Environmental Services Inc [Member]    
Finite-Lived Intangible Assets [Line Items]    
Total 1,083,333 1,083,333
Customer Lists [Member] | Asset Purchase Agreement [Member] | Amwaste, Inc. [Member]    
Finite-Lived Intangible Assets [Line Items]    
Total $ 109,000
v3.24.1.1.u2
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details)
Mar. 31, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 (excluding the three months ended March 31, 2024) $ 162,500
2025 216,667
2026 168,410
Total $ 547,577
v3.24.1.1.u2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life 5 years  
Customer Lists [Member]    
Finite-Lived Intangible Assets [Line Items]    
Amortization of intangible assets $ 62,140 $ 62,825
v3.24.1.1.u2
SCHEDULE OF MINIMUM LEASE PAYMENTS (Details)
Mar. 31, 2024
USD ($)
Right Of Use Asset And Operating Lease Liabilies  
2024 $ 48,096
2025 66,049
2026 68,030
2027 70,071
2028 72,173
2029 6,195
Total $ 330,614
v3.24.1.1.u2
RIGHT OF USE ASSET AND OPERATING LEASE LIABILIES (Details Narrative)
 3 Months Ended
Jan. 01, 2024
USD ($)
ft²
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Lease term   61 months    
Monthly rent expenses   $ 12,687 $ 9,307  
Operating lease liabilities   $ 250,738  
Operating lease discount rate   12.00%    
Future lease payments   $ 330,614    
Lease Agreement [Member] | Lyell Environmental Services [Member]        
Area of land | ft² 4,500      
Lease term 61 months      
Lease Agreement [Member] | Lyell Environmental Services [Member] | Minimum [Member]        
Monthly rent expenses $ 5,344      
Lease Agreement [Member] | Lyell Environmental Services [Member] | Maximum [Member]        
Monthly rent expenses $ 6,195      
v3.24.1.1.u2
SCHEDULE OF ACCOUNTS PAYABLE (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Total $ 2,921,691 $ 3,028,905
August 1, 2018 Default Judgment payable to Ohio vendor [Member]    
Total 32,832 32,832
January 14, 2019 Default Judgment payable to Tennessee customer [Member]    
Total 423,152 423,152
January 24, 2019 Default judgment payable to Florida vendor [Member]    
Total 31,631 31,631
Other Vendors of Materials and Services [Member]    
Total 2,217,071 2,325,693
Credit Card Obligations [Member]    
Total $ 217,005 $ 215,597
v3.24.1.1.u2
SCHEDULE OF DEBT (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Total $ 459,961 $ 575,077
Current portion of debt (459,961) (575,077)
Long-term portion of debt
Factor [Member]    
Short-Term Debt [Line Items]    
Total 387,535 387,535
Short Term Capital Lease [Member]    
Short-Term Debt [Line Items]    
Total 5,574 5,574
Note Issued [Member]    
Short-Term Debt [Line Items]    
Total 49,179
Loans Payable [Member]    
Short-Term Debt [Line Items]    
Total 17,707 23,547
Sales Tax Payable [Member]    
Short-Term Debt [Line Items]    
Total 23,523 42,416
Due to Seller of Leyell [Member]    
Short-Term Debt [Line Items]    
Total 25,156 25,156
Note Payable to Short Term Funding [Member]    
Short-Term Debt [Line Items]    
Total 466 12,135
Note Payable to Officer [Member]    
Short-Term Debt [Line Items]    
Total $ 29,535
v3.24.1.1.u2
SCHEDULE OF DEBT (Details) (Parenthetical)
Mar. 31, 2024
Loans Payable To Officer [Member]  
Restructuring Cost and Reserve [Line Items]  
Debt interest rate 8.00%
Note Payable to Officer [Member]  
Restructuring Cost and Reserve [Line Items]  
Debt interest rate 15.00%
v3.24.1.1.u2
SCHEDULE OF SENIOR NOTES AND CONVERTIBLE NOTES PAYABLE (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Totals $ 484,288 $ 971,788
Unsecured Convertible Promissory Note One [Member] | Quick Capital LLC [Member]    
Short-Term Debt [Line Items]    
Totals [1] 39,388 189,388
Unsecured Convertible Promissory Note Two [Member] | BHP Capital NY [Member]    
Short-Term Debt [Line Items]    
Totals [2] 69,900 219,900
Unsecured Convertible Promissory Note Three [Member] | BHP Capital NY [Member]    
Short-Term Debt [Line Items]    
Totals [3] 187,500 187,500
Unsecured Convertible Promissory Note Four [Member] | Quick Capital LLC [Member]    
Short-Term Debt [Line Items]    
Totals [3] 187,500 187,500
Secured Promissory Note [Member] | Quick Capital LLC [Member]    
Short-Term Debt [Line Items]    
Totals [4] 93,750
Secured Promissory Note [Member] | BHP Capital NY [Member]    
Short-Term Debt [Line Items]    
Totals [4] $ 93,750
[1] On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021 As of March 31, 2024, $39,388 principal was due on the Quick Capital Note due October 14, 2022.
[2] On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $15.00 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the “Fixed Conversion Price”). “Market Price” means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 for a term of 5-years. The transaction closed on October 19, 2021. As of March 31, 2024, $69,900 principal was due on the BHP note due October 14, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.
[3] On February 28, 2022, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”) and issued each of the Investors a Secured Convertible Promissory Note (the “Note”) in the amount of One Hundred Eighty-Seven Thousand Five Hundred and NO/100 Dollars ($187,500). The Notes have a term of one (1) year (“Maturity Date” of February 28, 2023) and shall have a one-time interest charge of ten percent (10%). The Borrower is to repay each Note with monthly payments as follows: (i) beginning on the four-month anniversary of the issue date, the Borrower is to pay $4,489.92 per month for months four through eleven, and (ii) then a balloon payment in the amount of $170,330.64 on the Maturity Date. The Notes are convertible into shares of Common Stock at any time after an Event of Default in any portion at the Default Conversion Price, in the sole discretion of the Holder. The “Default Conversion Price” shall mean $0.75 per share. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The transactions closed on March 2, 2022. On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.
[4] On July 31, 2023, Lyell Environmental Services, Inc (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). These agreements provided operating capital for a large 5-month project. The combined loan amount was $750,000 and the purchase amount was $500,000. The project started on July 31, 2023 and was completed in December of 2023. The notes were secured by a first priority security interest in collateral specified in related Security Agreements and as further guaranteed by the Company (parent company of Lyell).
v3.24.1.1.u2
SCHEDULE OF CONVERTIBLE NOTE PAYABLE (Details) (Parenthetical) - USD ($)
Feb. 28, 2022
Oct. 14, 2021
Mar. 31, 2024
Dec. 31, 2023
Jul. 31, 2023
Short-Term Debt [Line Items]          
Conversion price     $ 0.01624 $ 0.01414  
BHP Capital NY Inc and Quick Capital LLC [Member]          
Short-Term Debt [Line Items]          
Number of right to purchase of shares   44,444      
Exercise price   $ 22.50      
Warrant term   5 years      
Lyell Environmental Services Inc [Member] | Note Purchase Agreement [Member]          
Short-Term Debt [Line Items]          
Promissory note         $ 500,000
Convertible notes payable         $ 750,000
Unsecured Convertible Promissory Note Three [Member] | BHP Capital NY [Member]          
Short-Term Debt [Line Items]          
Debt Instrument, Unamortized Discount (Premium), Net       $ 6,250  
Unsecured Convertible Promissory Note Three [Member] | BHP Capital NY Inc and Quick Capital LLC [Member]          
Short-Term Debt [Line Items]          
Convertible promissory notes payable $ 187,500        
Maturity date Feb. 28, 2023        
Conversion price $ 0.75        
Debt term 1 year        
Debt interest rate 10.00%        
Periodic debt payment $ 4,489.92        
Debt payment $ 170,330.64        
Unsecured Convertible Promissory Note Four [Member] | Quick Capital LLC [Member]          
Short-Term Debt [Line Items]          
Debt Instrument, Unamortized Discount (Premium), Net       6,250  
Secured Promissory Note [Member] | BHP Capital NY [Member]          
Short-Term Debt [Line Items]          
Debt Instrument, Unamortized Discount (Premium), Net       31,250  
Secured Promissory Note [Member] | Quick Capital LLC [Member]          
Short-Term Debt [Line Items]          
Debt Instrument, Unamortized Discount (Premium), Net       $ 31,250  
Unsecured Convertible Promissory Note One [Member] | BHP Capital NY Inc and Quick Capital LLC [Member]          
Short-Term Debt [Line Items]          
Convertible promissory notes payable   $ 666,667      
Maturity date   Oct. 14, 2022      
Discount rate   30.00%      
Debt term   1 year      
Debt interest rate   10.00%      
Shares issued as commitment shares   1,533      
Number of right to purchase of shares   44,444      
Exercise price   $ 22.50      
Warrant term   5 years      
Promissory note     $ 39,388    
Unsecured Convertible Promissory Note Two [Member] | BHP Capital NY Inc and Quick Capital LLC [Member]          
Short-Term Debt [Line Items]          
Convertible promissory notes payable   $ 666,667      
Maturity date   Oct. 14, 2022      
Conversion price   $ 15.00      
Discount rate   30.00%      
Debt term   1 year      
Debt interest rate   10.00%      
Shares issued as commitment shares   1,533      
Number of right to purchase of shares   44,444      
Exercise price   $ 22.50      
Warrant term   5 years      
Promissory note     $ 69,900    
v3.24.1.1.u2
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Short-Term Debt [Line Items]    
Total $ 81,239 $ 214,702
Convertible Promissory Note Payable One [Member] | Quick Capital LLC [Member]    
Short-Term Debt [Line Items]    
Total 81,239 214,702
Convertible Promissory Note Payable One [Member] | BHP Capital NY [Member]    
Short-Term Debt [Line Items]    
Total
v3.24.1.1.u2
DERIVATIVE LIABILITY (Details Narrative)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
$ / shares
Dec. 31, 2023
$ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Stock price $ 0.0499 $ 0.03
Conversion price $ 0.01624 $ 0.01414
Derivative instrument term 30 days 30 days
Measurement Input, Price Volatility [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 143 143
Measurement Input, Risk Free Interest Rate [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Derivative liability, measurement input 5.49 5.6
v3.24.1.1.u2
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) - shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Mar. 31, 2024
Equity [Abstract]        
Number of Options, Balance  
Number of Warrants, Balance 88,889 88,889 53  
Number of Options and Warrants,Total, Balance 88,889 88,889 53  
Number of Options, Expired      
Number of Warrants, Expired     (20)  
Number of Options and Warrants,Total, Expired     (20)  
Number of Options, Expired      
Number of Warrants, Expired     (33)  
Number of Options and Warrants,Total, Expired     (33)  
Number of Options 2022 Activity   [1]  
Number of Warrants 2022 Activity   3,333 [1]  
Number of Options and Warrants,Total, 2022 Activity   3,333 [1]  
Number of Options, Cashless exercise of warrant [1]      
Number of Warrants, Cashless exercise of warrant [1]     (3,333)  
Number of Options and Warrants,Total, Cashless exercise of warrant [1]     (3,333)  
Number of Options, Two warrants issued [2]      
Number of Warrants, Two warrants issued [2]     88,889  
Number of Options and Warrants,Total, Two warrants issued [2]     88,889  
Number of Options, cancelled [3]      
Number of Warrants, cancelled [3] (44,444)      
Number of Options and Warrants,Total, cancelled [3] (44,444)      
Number of Options, Balance  
Number of Options, Balance
Shares Equivalent Warrants, Balance 44,445 88,889 88,889  
Shares Equivalent Warrants, Balance 44,445 88,889 88,889 44,445
Number of Options and Warrants,Total, Balance 44,445 88,889 88,889  
Number of Options and Warrants,Total, Balance 44,445 88,889 88,889 44,445
[1] On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 3,333 shares of the Company’s common stock at an exercise price of $30.00 per share for a term of 5-years. On September 21, 2021, the Company issued Labrys 3,008 shares of common stock as a cashless exercise of the warrant.
[2] On October 14, 2021, the Company (the “Borrower”) entered into a Note Purchase Agreement (“NPA”) with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the “Investors”). As part and parcel of the foregoing transaction, each of the Investors was issued 1,533 shares of common stock as Commitment shares and a warrant (the “Warrant”) granting the holder the right to purchase up to 44,444 shares of the Company’s common stock at an exercise price of $22.50 per share for a term of 5-years. The Company agreed to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA. The Registration Statement on Form S-1 was filed with the Securities and Exchange Commission on October 28, 2021 and declared effective on November 10, 2021. The transaction closed on October 19, 2021. 
[3] On June 16, 2023, as part of an agreement reached with the SEC, BHP Capital agreed to surrender all conversion rights in its currently held convertible notes, surrender for cancellation all unexercised warrants that it acquired in connection with convertible notes, and surrender for cancellation any shares it holds that were acquired by converting notes or exercising related warrants.
v3.24.1.1.u2
SUMMARY OF WARRANTS AND OPTIONS ACTIVITY (Details) (Parenthetical) - $ / shares
 3 Months Ended
Jun. 20, 2023
Oct. 14, 2021
Sep. 21, 2021
Jun. 30, 2023
Jul. 02, 2021
Number of shares issued 7,270,000     7,270,000  
Labrys Fund LP [Member]          
Number of right to purchase of shares         3,333
Exercise price         $ 30.00
Warrants and rights outstanding, Term         5 years
Number of shares issued     3,008    
BHP Capital NY Inc and Quick Capital LLC [Member]          
Number of right to purchase of shares   44,444      
Exercise price   $ 22.50      
Warrants and rights outstanding, Term   5 years      
Number of shares issued   1,533      
v3.24.1.1.u2
SUMMARY OF WARRANTS AND OUTSTANDING (Details)
Mar. 31, 2024
$ / shares
shares
Accumulated Other Comprehensive Income (Loss) [Line Items]  
Number of warrants outstanding 44,445
Warrant [Member]  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
Number of warrants outstanding 44,445
Warrants exercise price | $ / shares $ 22.50
Expiration date Oct. 14, 2026
v3.24.1.1.u2
CAPITAL STOCK (Details Narrative) - USD ($)
 3 Months Ended
Jun. 20, 2023
Jun. 19, 2023
Jan. 23, 2023
Jan. 04, 2023
Jan. 22, 2020
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2023
Nov. 30, 2022
Sep. 17, 2022
Sep. 16, 2022
Feb. 10, 2022
Feb. 09, 2022
Jul. 11, 2021
Jul. 10, 2021
Jun. 03, 2020
Jul. 18, 2010
Class of Stock [Line Items]                                    
Preferred stock par value           $ 0.0001     $ 0.0001                  
Preferred stock authorizied           5,000,000     5,000,000                  
Deferred compensation liability           $ 3,549     $ 102,286                  
Common stock authorizied           3,000,000,000     3,000,000,000                  
Number of shares issued 7,270,000           7,270,000                      
Fair value of common stock shares issued             $ 854,225 $ 60,933                    
Reverse stock split 1 for 1,500                                  
Reverse stock splits common stock shares outstanding 1,264,165 1,896,216,952                                
Common Stock [Member]                                    
Class of Stock [Line Items]                                    
Common stock voting rights description           Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.                        
Common stock authorizied                     3,000,000,000 1,000,000,000 1,000,000,000 500,000,000 500,000,000 250,000,000    
Number of shares issued             116,318                    
Fair value of common stock shares issued               $ 11                    
Preferred Stock [Member]                                    
Class of Stock [Line Items]                                    
Preferred stock authorizied                             5,000,000 2,000,000    
Noteholder [Member]                                    
Class of Stock [Line Items]                                    
Number of shares issued     59,048 57,270                            
Principal amount     $ 15,500 $ 13,530                            
Loss on conversion of debt     11,071 20,832                            
Fair value of common stock shares issued     26,571 34,362                            
Liability reduction     $ 15,500 $ 13,530                            
Three Officer [Member]                                    
Class of Stock [Line Items]                                    
Number of shares issued 6,000,000                                  
Five Key Employees [Member]                                    
Class of Stock [Line Items]                                    
Number of shares issued 1,270,000                                  
Consultant [Member]                                    
Class of Stock [Line Items]                                    
Number of shares issued 280,000                                  
Loss on conversion of debt $ 22,900                                  
Fair value of common stock shares issued $ 32,900                                  
Liability reduction             $ 10,000                      
Series A Convertible Preferred Stock [Member]                                    
Class of Stock [Line Items]                                    
Preferred stock par value                                   $ 0.0001
Preferred stock voting rights           The holders of the Series A shall be entitled to one thousand (1,000) votes per one share of Series A held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the rate of 1000 shares of common stock for each share of Series A. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, after setting apart or paying in full the preferential amounts due the Holders of senior capital stock, if any, the Holders of Series A and parity capital stock, if any, shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the Holders of junior capital stock, including Common Stock, an amount equal to $0.125 per share.                        
Series A Preferred Stock [Member]                                    
Class of Stock [Line Items]                                    
Preferred stock, shares issued           0     0                  
Preferred stock, shares outstanding           0     0                  
Series B Convertible Preferred Stock [Member]                                    
Class of Stock [Line Items]                                    
Preferred stock par value         $ 0.0001                          
Preferred stock voting rights         The holders of the Series B shall be entitled to twenty thousand (20,000) votes per one share of Series B held. Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of any Series B Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock at the following conversion feature: the Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be (i) eighty five percent (85%) of the average closing bid price of the Common Stock over the twenty (20) trading days immediately preceding the date of conversion, (ii) but no less than Par Value of the Common Stock. For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. Any conversion shall be for a minimum Stated Value of $500.00 of Series B shares.                          
Preferred stock, shares issued           52,000     52,000                  
Preferred stock, shares outstanding           52,000     52,000                  
Preferred stock authorizied         100,000                          
Series B Convertible Preferred Stock [Member] | Bill Edmonds [Member]                                    
Class of Stock [Line Items]                                    
Preferred stock, shares issued         25,000         21,000             6,000  
Deferred compensation liability         $ 25,000                          
Loans payable                   $ 21,000             $ 6,000  
v3.24.1.1.u2
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Expected tax at 21% $ (2,243) $ (44,210)
Non-deductible (non-taxable) derivative liability expense (income) (28,027) (1,567)
Non-deductible amortization of debt discounts 13,125 2,625
Non-deductible loss on conversions of notes payable and accrued interest 6,700
Increase (decrease) in Valuation allowance 17,145 36,262
Provision for (benefit from) income taxes
v3.24.1.1.u2
SCHEDULE OF PROVISION FOR (BENEFIT FROM) INCOME TAXES (Details) (Parenthetical)
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Expected tax rate 21.00%
v3.24.1.1.u2
INCOME TAXES (Details Narrative)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Deferred tax allowance 100.00% 100.00%
Income tax expiration description The net operating loss carryforward at March 31, 2024 for the years 2004 to 2017 expires in varying amounts from year 2024 to year 2037.  
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Jan. 01, 2024
Jan. 01, 2023
Dec. 31, 2020
Jan. 09, 2020
Dec. 04, 2019
Jul. 17, 2017
Jan. 01, 2016
Jul. 31, 2020
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
 [1]
Dec. 31, 2023
Jul. 31, 2018
Loss Contingencies [Line Items]                            
Lease term                 61 months          
Monthly rent                 $ 12,687 $ 9,307        
Officers compensation                 41,500 $ 53,400        
Deferred compensation liability, current                 $ 3,549       $ 102,286  
Stock option grants                        
Share price                 $ 0.0499       $ 0.03  
Accounts payable                 $ 2,921,691       $ 3,028,905  
Compensatory Damages [Member]                            
Loss Contingencies [Line Items]                            
Compensatory damages seek   $ 350,000.00                        
Punitive Damages [Member]                            
Loss Contingencies [Line Items]                            
Compensatory damages seek   $ 3,500,000.00                        
Factor [Member]                            
Loss Contingencies [Line Items]                            
Amount not claimed to satisfy                           $ 387,535
One Customer and Two Vendors [Member]                            
Loss Contingencies [Line Items]                            
Accounts payable                 487,615          
Other Vendors [Member]                            
Loss Contingencies [Line Items]                            
Accounts payable                 $ 2,434,076          
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member]                            
Loss Contingencies [Line Items]                            
Concentration risk percentage                 42.00% 10.00%        
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member]                            
Loss Contingencies [Line Items]                            
Concentration risk percentage                 16.00%          
Lease Agreement [Member] | Lyell Environmental Services [Member]                            
Loss Contingencies [Line Items]                            
Lease term 61 months                          
Lease Agreement [Member] | Lyell Environmental Services [Member] | Minimum [Member]                            
Loss Contingencies [Line Items]                            
Monthly rent $ 5,344                          
Employment Agreement [Member] | David A. Bradford [Member]                            
Loss Contingencies [Line Items]                            
Ownership percentage             4.76%              
Employment Agreement [Member] | David A. Bradford [Member] | Deep Green Waste & Recycling, LLC [Member]                            
Loss Contingencies [Line Items]                            
Ownership percentage             3.50%              
Deferred compensation             $ 19,947              
Employment Agreement [Member] | Mr. Edmonds [Member] | Deep Green Waste & Recycling, LLC [Member]                            
Loss Contingencies [Line Items]                            
Ownership percentage           2.25%                
Incentive bonus percentage           0.5625%                
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member]                            
Loss Contingencies [Line Items]                            
Agreement term     two-year period       five-year term              
Officers compensation             $ 108,000              
Increment percentage             10.00%              
Deferred base salary in percentage             7.00%              
Adjusted ebitda             $ 2,000,000              
After tax profits           $ 2,000,000                
Compensation expense                 $ 3,500          
Accrued salaries                 10,500 $ 10,500        
Accrued board salary                 58,750       52,500  
Deferred compensation liability, current                 0       0  
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Remit Payment [Member]                            
Loss Contingencies [Line Items]                            
Officers compensation             84,000              
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Defer Payment [Member]                            
Loss Contingencies [Line Items]                            
Officers compensation             $ 24,000              
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member]                            
Loss Contingencies [Line Items]                            
Agreement term             five-year term              
Officers compensation             $ 200,000              
Increment percentage             10.00%              
Deferred base salary in percentage             7.00%              
Adjusted ebitda             $ 2,000,000              
Incentive bonus percentage           2.50%                
After tax profits           $ 2,000,000                
Accrued board salary                 10,500       0  
Deferred compensation liability, current                 3,549       102,286  
Cash bonus percentage             2.50%              
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Remit Payment [Member]                            
Loss Contingencies [Line Items]                            
Officers compensation             $ 160,000              
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Edmonds [Member] | Defer Payment [Member]                            
Loss Contingencies [Line Items]                            
Officers compensation             $ 40,000              
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Board of Directors Chairman [Member]                            
Loss Contingencies [Line Items]                            
Accrued board salary                 30,000       25,000  
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Officer [Member]                            
Loss Contingencies [Line Items]                            
Accrued board salary                 31,500       42,000  
Employment Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Mr. Spencer [Member]                            
Loss Contingencies [Line Items]                            
Officers compensation         $ 10,000                  
Compensation expense               $ 3,500            
Accrued salaries                 10,500 $ 10,500        
Accrued board salary                 30,000       25,000  
Restricted shares received         333                  
Stock option grants         4,020                  
Vesting period         3 years                  
Stock grant shares vested         113                  
Cash compensation                 42,000       $ 69,250  
Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | David A. Bradford [Member] | Incentive Stock Plan [Member]                            
Loss Contingencies [Line Items]                            
Incentive bonus percentage           1.50%                
Board of Directors Services Agreement [Member] | Mr. Spencer [Member]                            
Loss Contingencies [Line Items]                            
Accrued salaries                 30,000          
Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Lloyd Spencer [Member]                            
Loss Contingencies [Line Items]                            
Officers compensation       $ 5,000.00                    
Share price       $ 5,000                    
Board of Directors Services Agreement [Member] | Deep Green Waste & Recycling, LLC [Member] | Bill Edmonds [Member]                            
Loss Contingencies [Line Items]                            
Officers compensation       $ 5,000.00                    
Accrued salaries                 $ 30,000          
Share price       $ 5,000                    
[1] On July 2, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Labrys Fund, LP (“Labrys”). As part and parcel of the foregoing transaction, Labrys was issued a warrant granting the holder the right to purchase up to 3,333 shares of the Company’s common stock at an exercise price of $30.00 per share for a term of 5-years. On September 21, 2021, the Company issued Labrys 3,008 shares of common stock as a cashless exercise of the warrant.
v3.24.1.1.u2
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Cash $ 83,174   $ 318,441
Current assets 453,231   1,193,986
Current liabilities 4,545,003   5,421,592
Accumulated deficit 13,072,257   $ 13,061,577
Net loss $ 10,680 $ 210,524  
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