Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 10-K10-K/A

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31 2020, 2021

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______, 20 ____,__________, to ______, 20_____.

______________.

 

Commission File Number 333-140645

 

COMMUNITY REDEVELOPMENT INC.

(Exact name of registrant as specified in its charter)

 

NevadaOklahoma 85-2629422

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

20295 NE 29th Place#200

Aventura, FL 33180

 33431
(Address of principal executive offices) (Zip Code)

 

(866)692-6847

(Registrant’s telephone number, including area code)

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Securities registered pursuant to section 12(g) of the Act:

 

N/A
(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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. (Check one):

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 

The aggregate market value of the registrant’s common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the registrant’s common stock on December 31, 20202021 (the last business day of the registrant’s most recently completed secondthird fiscal quarter), as reported on the OTC Markets Group, Inc., was $2,160,194.$22,827,906.

 

As of March 30, 2021,2022, there were 2,495,499,66844,077,038 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding.

 

Note: This Amendment to our previously filed 10-K is filed to revise and remedy certain reporting omissions which were within our original 10-K, and does not alter or change the overall accuracy of that filing.

 

 

   

 

 

Table of Contents

 

PagePART I
Part I 
Item 1.Business1
Item 1A.Risk Factors1
Item 1B.Unresolved Staff Comments1
Item 2.Properties1
Item 3.Legal Proceedings1
Item 4.Mine Safety Disclosures1
   
PartPART II
 
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities2
Item 6.Selected Financial Data3
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations3
Item 7A.Quantitative and Qualitative Disclosures About Market Risk1114
Item 8.Financial Statements and Supplementary Data1114
Item 9.Changes in and Disagreements withWith Accountants on Accounting and Financial Disclosure1215
Item 9A.Controls and Procedures1215
Item 9B.Other Information1215
   
PartPART III
 
Item 10.Directors, Executive Officers and Corporate Governance13
Item 11.Executive Compensation16
Item 11.Executive Compensation20
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters1721
Item 13.Certain Relationships and Related Transactions, and Director Independence1821
Item 14.Principal Accountant Fees and Services1821
   
PartPART IV
 
Item 15.ExhibitExhibits and Financial Statement Schedules1922
Signatures23

 

 

 

 

 

 i 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

 

·The implementation of our strategic plans for our business;
·Our financial performance;
Fluctuations in the number of influencers living in our Clubhouses or that we contract with and their number of social media followers;
·Developments relating to our competitors and our industry, including the impact of government regulation;
·Estimates of our expenses, future revenues, capital requirements and our needs for additional financing; and
·Other risks and uncertainties, including those listed under the captions “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 

 

 

 

 

 

 

 

 

 ii 

 

PART I

 

ITEM 1. BUSINESS

 

Overview

 

Community Redevelopment, Inc. was incorporated in the State of Oklahoma on August 16th, 2010.2010, under the name Crosswind Renewable Energy Corp. At the time of its creation, the Company had been engaged in marketing renewable energy, sales, and marketing of turbines, lighting, and solar energy sources. On July 6th, 2020, the company completed a transaction whereby the core business of the Company is now that of the newnewly merged business. Community Redevelopment, Inc. that operates as a community-oriented real estate redeveloper financier, and acquirer of real estate targeting economic growth and opportunity zones in secondary and tertiary value-added markets. OurThe Company’s name was formally changed to Community Redevelopment Inc. (CRDV) on June 24th, 2020, as part of the overall transaction The Company is primarily focused on lower income markets and opportunity zones markets and surrounding communities in an effort to bring commerce and affordable housing to underserved or lower income areas. Community Redevelopment plans to provide numerous opportunities to improve low-income neighborhoods for residential, commercial, and industrial opportunities through government incentives, long term public and private partnerships and agreements. Ourreflect the new mission is to rebuild depressed or run-down communities, changeof the direction of youth and the community and improve the quality of life in those communities, and provide our investors with an opportunity to profit. We intend to accomplish this by focusing on partnerships between the public and private sector to generate both business interest and business activity in low-income neighborhoods that have gone unnoticed by the development community at large, while repairing and amending relationships in these underserved communities.company.

 

Community Redevelopment, Inc. is not an opportunity zone fund, or aWe were established to build upon community assets through real estate, investment trust. Community Redevelopment, Inc. is a real estate developerfinancial services and joint venture partner offering potential investors an opportunitytechnology. Our experienced team has dedicated their careers to participateconstructing high-quality mixed-use, multifamily residential, and commercial properties in the process of investing in real estate projects that could improve the quality of life for residents of low-income neighborhoods, via a publicly traded company. The Company intends to work with other real estate developers,top metropolitan regions as well as localhave deep roots in technology and state government agenciesfinance industries. Our vision is to complete its projectsintegrate our real estate development proprietary business model across multiple verticals in thesefinance, technology, and real estate. This will provide long-term value to investors while staying true to our mission of enhancing communities.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company this is not required.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

The Company is currently awaiting Effectiveness from the SEC of its Form 10-A, our latest replies to Comments have not been answered as of the date of this filing.None.

 

ITEM 2. PROPERTIES

 

We currently maintain our executive offices in Aventura, Florida. This office belongs to Senator Ron Silver, our Director,Chairman of the Board of Directors, and there is no charge for use to the Company.

  

ITEM 3. LEGAL PROCEEDINGS

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

 

 

 1 

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock trades on the OTC Pink tier of OTC Market Group LLC’s Marketplace under the symbol “CWNR”“CRDV”. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock.

 

The following table sets forth, for the periods indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.

 

Period

Fiscal Year 2021

 High  Low 
First Quarter (January 1, 2021 – March 31, 2021)* $0.055  $0.020 
Period      
Fiscal Year 2022 High  Low 
       
First Quarter (January 1, 2022 – March 30, 2022)* $3.20  $2.00 

 

Period

Fiscal Year 2020

 High  Low 
First Quarter (January 1, 2020 – March 31, 2020) $0.011  $0.003 
Second Quarter (April 1, 2020 – June 30, 2020) $0.13  $0.02 
Third Quarter (July 1, 2020 – September 30, 2020) $0.008  $0.004 
Fourth Quarter (October 1, 2020 – December 31, 2020) $0.11  $0.005 
Period       
Fiscal Year 2021  High   Low 
First Quarter (January 1, 2021 – March 31, 2021) $5.81  $0.81 
Second Quarter (April 1, 2021 – June 30, 2021) $3.49  $1.41 
Third Quarter (July 1, 2021 – September 30, 2021) $4.03  $0.03 
Fourth Quarter (October 1, 2021 – December 31, 2021) $4.24  $2.25 

 

Period

Fiscal Year 2019

 High  Low 
First Quarter (January 1, 2019 – March 31, 2019) $0.0025  $0.0007 
Second Quarter (April 1, 2019 – June 30, 2019) $0.0042  $0.0015 
Third Quarter (July 1, 2019 – September 30, 2019) $0.0305  $0.0023 
Fourth Quarter (October 1, 2019 – December 31, 2019) $0.0275  $0.0066 
Period        
Fiscal Year 2020  High   Low 
         
First Quarter (January 1, 2020 – March 31, 2020) $1.10  $0.25 
Second Quarter (April 1, 2020 – June 30, 2020) $1.75  $0.21 
Third Quarter (July 1, 2020 – September 30, 2020) $0.81  $0.51 
Fourth Quarter (October 1, 2020 – December 31, 2020) $3.30  $0.50 

 

*Through March 30, 2021.2022.

 

Holders

 

As of March 30, 2021, there were 2,495,499,66844,077,038 shares of common stock issued and outstanding, and we had 131159 holders of record of our common stock.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

None.

 

 

 

 

 2 

 

 

Recent Sales of Unregistered Securities

 

None.

 

Transfer Agent and Registrar

 

The Company’s transfer agent is Signature Stock Transfer, 14673 Midway Rd #220, Addison, Texas 75001.

 

ITEM 6. SELECTED FINANCIAL DATA

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

 

All statements other than statements of historical fact included in thisTHE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT.

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-KA contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws and is subject to the safe-harbor created by such Act and laws.  Forward-looking statements may include statements regarding our goals, beliefs, strategies, objectives, plans, including without limitation,product and technology developments, future financial conditions, results or projections or current expectations These forward-looking statements under “Management’s Discussioninvolve known or unknown risks, uncertainties and Analysisother factors that may cause the actual results, performance, or achievements of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy andCompany to be materially different from any future results, performance or achievements expressed or implied by the plans and objectives of management for future operations, are forward-looking statements. When used in this annual report, wordsIn some cases, you can identify forward-looking statements by terminology such as “anticipate,“may,“believe,“should,“estimate,“potential,“expect,“continue,“intend”“expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-lookingexpressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the beliefsexpectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of management, as well as assumptions made by, and information currently available to, the Company’s management. Actualactivity, performance or achievements. Our actual results couldmay differ materially from those contemplated byanticipated in these forward-looking statements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of certain factors detailednew information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

Implications of Being an Emerging Growth Company

We are an Emerging Growth Company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, or the Securities Act. We will continue to be an emerging growth company until: (i) the last day of our filingsfiscal year during which we had total annual gross revenues of at least $1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have, during the previous 3-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer, as defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30.

3

As an emerging growth company, we are exempt from:

·Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation.
·The requirement to provide, in any registration statement, periodic report or other reports to be filed with the Securities and Exchange Commission, or the “Commission” or “SEC”, certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement.
·Compliance with new or revised accounting standards until those standards are applicable to private companies;
·The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, to provide auditor attestation of our internal controls and procedures; and
·Any Public Company Accounting Oversight Board, or “PCAOB”, rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business Startups Act.

We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the SEC.auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this annual report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Company Overview

 

Community Redevelopment, Inc. was incorporated in the State of Oklahomaformed on August 16,th, 2010. At the time of its creation, the Company had been engaged in marketing renewable energy, sales 2010, as Crosswind Renewable Energy Corp. an Oklahoma corporation and marketing of turbines, lighting and solar energy sources. On July 6th, 2020, the company completed a transaction whereby the core business of the Company is now that of the new merged business. Community Redevelopment, Inc. operates as a community oriented real estate redeveloper targeting economic growth and opportunity zones in secondary and tertiary value-added markets. Our name was formally changed torenamed as Community Redevelopment Inc. on June 24,th, 2020 2020. We are an emerging growth company as partdefined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). We were established to build upon community assets through real estate, financial services and technology. Our experienced team has dedicated their careers to constructing high-quality mixed-use, multifamily residential, and commercial properties in top metropolitan regions as well as have deep roots in technology and finance industries. Our vision is to integrate our real estate development proprietary business model across multiple verticals in finance, technology, and real estate. This will provide long-term value to investors while staying true to our mission of enhancing communities.

Our focus is to invest primarily in real estate, technology and finance opportunities in the United States. Our board of directors will at all times have oversight and policy-making authority over us, including responsibility for governance, financial controls, compliance and disclosure.

On September 20, 2021, the Company executed a Merger Agreement with Red Hills Capital Advisors, LLC, by which the Company has now acquired a portfolio of membership interests in six commercial, retail, multifamily and mixed-use properties, in revitalized areas in the Washington, DC Metro area. All the properties are both partially occupied and under continued development. As of the overall transaction Theyear ending December 21, 2021, the Company is primarily focused on opportunity zoneshas filed with the SEC a Registration offering of up to $25 million in an effort to bring commerce and affordable housing to underserved areas. shares of common stock.

4

Community Redevelopment plans to provide numerous opportunities to improve low-income neighborhoods for residential, commercial, and industrial opportunities through government incentives, long term public and private partnerships and agreements. Our mission is to rebuild depressed communities, change the direction of youth and improve the quality of life in those communities, and provide our investors with an opportunity to profit. We intend to accomplish thiscan help impact economic mobility by focusing on partnerships between the public and private sector to generate both business interest and business activity in low-income neighborhoods that have gone unnoticed by the development community at large while repairing and amendingmending relationships in these underserved communities. Our Company intends to work with other real estate developers, as well as local and state government agencies to implement the community’s vision for our projects. We are confident in our ability to deliver community-centric projects because we have built a team that understands the challenges facing underserved communities from living and working in them. Our diverse team is our strength. Towards this goal, on September 20th, 2021, the Company executed a Merger Agreement with Red Hills Capital Advisors, LLC, by which the Company has now acquired a portfolio of membership interests in six commercial, retail, multifamily and mixed-use properties, in revitalized areas in the Washington, DC Metro area. All the properties are both partially occupied and under continued development. Red Hills Capital Advisors LLC which was brought into the company by Garfield Antonio, our President, Director and Board Member as disclosed in our 8-K of July 12th, 2021.

 

Our Company is graciously endowed with an expert management team that has extensive experience in acquiring, developing, constructing, and managing high-quality multifamily, and retail properties in attractive markets throughout the Mid-Atlantic and Southeastern United States. The Company is focused on all aspects of the real estate development cycle including land development, design-build, property operations, and site redevelopment. In addition to the ownership of our operating property portfolio, Community Redevelopment plans to develop and build desirable properties for its own account and through ventures with affiliated and unaffiliated partners.

 

Community Redevelopment, Inc. is focused on community development in urban and suburban markets and our mission is to integrate our proprietary business model by providing sustainable, long-term value to investors as we strive to provide opportunities to improve neighborhoods with residential, commercial, and industrial development projects while designing architecturally pleasing, clean, energy-efficient communities and commercial structures.

Properties Acquired by the Red Hills Capital Advisors LLC.

As of September 20, 2021, we acquired membership interests in advance in real estate. The Consideration for this transaction on the part of the Company was the issuance of 17,750,000 common shares and 1,000,000 Preferred shares with 1:1 conversion, and 30:1 voting ratio. The stock value of the investment is described below:

  Ownership The Company’s Investment
Venture Interest December 31, 2021 December 31, 2020
Red Hills Capital Advisors:          
Fort Washington Livingston Pace, LLC (1) 24.50% $5,066,359  $ 
Suitland Holdings Pace A and Pace B, LLC 24.50%  2,236,430    
Velocity Ventures, LLC 49.00%  302,482    
Marlow Heights Branch Pace, LLC 24.50%  671,576    
Capheights Hill Pace, LLC 24.50%  134,750    
Capheights Central Dev, LLC (2) 24.50%  5,320,331    
Capheights Velocity Services, LLC 24.50%  465,872    
COZ Manager, LLC (2) 12.25%  4,273,439    
Total   $18,471,239  $ 

 

3

Community Redevelopment owns membership interests in multiple properties in the Washington DC metropolitan region, which are comprised of retail, multifamily, and mixed-use development projects. Our acquisition strategy is based on acquiring quality, well-positioned real estate in markets with robust growth and demographics, anchored by strong tenants. The Washington D.C. metropolitan area remains strong as a result of increased government spending. These properties are located in a market that is thriving and generating robust job growth with significant demand for housing.

 

We anticipate acquiring several properties and expanding into other markets. Community Redevelopment Inc. is currently seeking additional opportunities in the Mid Atlantic, Southeast, and Gulf Coast states markets. Community Redevelopment's acquisition strategy is based on acquiring quality, well-positioned real estate in markets with robust growth and demographics, anchored by strong tenants. Our aim is to approach acquisition and development thoughtfully by developing and constructing high-quality, well-located projects at cost, for its stabilized portfolio or to sell with full market value-added for a profit. The Company also plans to partner with other developers to build or acquire fractional or membership interests in economically viable projects. Community Redevelopment’s business model creates a tremendous advantage in the marketplace while providing long-term value. Our ability to acquire and develop single and multi-family rental properties that can either be held by us or sold to regional and national companies, further strengthens our market standing. We believe our strategy of working with federal, state, and local governments, as well as community leaders and other developers in our principal geographic areas and our targeted areas for expansion, will provide us with a diverse product portfolio and an opportunity to increase our overall market share and value

 

Community Redevelopment, Inc. is not an opportunity zone fund or a real estate investment trust. Community Redevelopment, Inc. is a real estate developer offering potential investors an opportunity to participate in the process of investing in real estate projects that could improve the quality of life for residents of low-income neighborhoods, via a publicly traded company. The Company intends to work with other real estate developers, as well as local and state government agencies to complete its projects in these communities.

 

5

Community Redevelopment, Inc. operates as a community-oriented real estate redeveloper targeting economic growth and opportunity zones in secondary and tertiary value-added markets. The Company is primarily focused on opportunity zones in an effort to bring commerce and affordable housing to underserved areas. Community Redevelopment plans to provide numerous opportunities to improve low-income neighborhoods for residential, commercial, and industrial opportunities through government incentives, long-term partnerships, and agreements. Our mission is to rebuild depressed, underserved communities, improve the quality of life in those markets, and provide our investors with an opportunity to profit. We intend to accomplish this by focusing on partnerships between the public and private sector to generate both business interest and business activity in low-income neighborhoods that have gone unnoticed by the development community at large while repairing and mending relationships in these underserved communities. 

The Company is not a “shell company,” since its filing of its Form 10 with the SEC on January 19, 2021. merger with Red Hills Capital Advisors in September, as it has formal operations, emplaced Board, an Audit Committee and actively pursuing several executed Memorandums of Understanding with current projects, in spite ofdespite having no significant cash on hand since the change in control of July 6th, 2020. As of December 31, 2020,2021, the Company had $8,518$1,084,486 in cash and its auditors have issued an opinion raising substantial doubt about its ability to continue as a going concern.cash. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

 

The Company’s current management believes the advantages of being a publicly held corporation will enable it to project further and faster growth during this market down-turn.downturn. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through community-private partnerships within different US jurisdictions.

 

During the remainder of the fiscal year and beyond such time, we anticipate incurring costs related to the filing of Exchange Act reports, and investigating, analyzing, and consummating further local partnerships. We believe we will be able to meet these costs through the use of funds to be loaned by or invested in us by our stockholders, management or other investors. Our management and stockholders have indicated their intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements; however, there are no agreements in effect between the Company and our management and stockholders specifically requiring that they provide any funds to the Company. As a result, there are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as needed.

As of the date of this filing, the Company has entered into preliminary discussions with several potential parties, though no definitive agreements have been executed to date.

 

While the Company has limited assets and no revenues to date, the Company has an exceptionally experienced management in finance, politics, and business and havehas unrestricted flexibility in seeking, analyzing and participating in potential urban renewal opportunities in the area of community redevelopment. In its efforts to analyze potential ventures, the Company will consider the following kinds of factors:

 

(a) potential for growth, indicated by local need and assigned local, state or Federalfederal funding and incentives towards urban renewal in that given locale.

 

(b) competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;whole.

  

(c) strength and diversity of current management;management.

  

(d) capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through joint ventures or similar arrangements, sales of securities, or from other sources;sources.

 

(e) the extent to which the business opportunity can be advanced; and

4

  

In applying the foregoing criteria, not one of which will be definitive, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available urban renewal opportunities may occur in many different locales, and at various stages of development, all of which will make the task of comparative investigation and analysis of such urban renewal opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be engaged. In addition, we will be competing against other entities that possess greater financial, technical, and managerial capabilities for identifying and completing new projects.

6

 

In evaluating a prospective new project, we will conduct as extensive a due diligence review of potential targets as possible given our dependence upon the ever-changing city, state, and federal funding initiatives for urban redevelopment and our limited financial resources. We expect that our due diligence will encompass, among other things, meetings with the local government officials and inspection of its neighborhoods and infrastructure, as necessary, as well as a review of financial, government statistical data and other information which is made available to us. This due diligence review will be conducted primarily by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or other such professionals. The costs associated with hiring third parties as required to complete a new project may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the locale, amount of time it takes to complete a new project, the location of the project, and the size and complexity of the business of the project. As of the date of this filing, the Company has identified several potential business opportunities. The Company is currently in discussions with several but not limited to developers, real estate owners, property management companycompanies in California, Colorado, Florida, Georgia, Maryland, Ohio, and Texas to either acquire, design, and or redevelop properties.

 

Our limited funds will likely make it difficult to conduct a complete and exhaustive investigation and analysis of a target project at this early stage without bringing on strategic local partners, which is part of our business plan, see infra. As a general rule, it normally requires approximately 3-6 months to carry out due diligence and meeting with local and state officials, and approximately 9-12 months to follow through to completion. The estimated costs for this period and need are anywhere from approximately $750,000 to $1,500,000.

 

The time and costs required to select and evaluate a target project and to structure and complete a new project cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a new project, the location of the project, and the size and complexity of the project neighborhood, the scope of city, state, and federal regulations, and whether funds may be raised contemporaneously with the transaction are all factors that determine the costs associated with completing a new project transaction. The time and costs required to complete a new project can be estimated once a new project target has been identified. Any costs incurred with respect to the evaluation of a prospective new project that is not ultimately completed will result in a loss to us.

 

Through information obtained from industry professionals including attorneys, architects, developers, appraisers, accountants, commercial and residential real estate brokers, builders, engineers as well as other consultants with experience in the urban redevelopment sphere, there are literally thousands of new potential projects, and the aim of the management is to filter through these for the most reasonably achievable urban renewal projects.

 

We are and will continue for the foreseeable future to be, an insignificant participant on the national level of public-private urban renewal.

 

Nearly all similar companies have significantly greater financial resources; consequently, we will be at a competitive disadvantage in identifying possible urban renewal opportunities and successfully completing a new project. These competitive factors may reduce the likelihood of our identifying and consummating a successful new project.

   

5

We presently have no employees. OurSome of our officers and directors are engaged in outside business activities, and are employed on a full-time basis by other companies. Our officers and directorsas such will be dividing their time amongst these entities and anticipate that they will devote less than full time to our business until the successful project has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise their fiduciary duties as an officer and/or director of the Company and believes that they will be able to devote the time required to consummate a new project transaction as necessary. We expect no significant changes in the number of our employees other than such changes, if any, incident to a new project.

It is likely that We are, however, strengthening our corporate structure, and on May 14th, 2021, the Registrant will engage its participation in a business opportunity throughBoard appointed Stalin Cruz as the issuance of its Common Stock or other securities ofCompany’s new Chief Financial Officer. On June 15th, 2021, the Registrant, which could result in substantial dilutionBoard appointed Mr. Joe Gibbons as an Independent Board Member and to the equity of stockholders ofAudit Committee, On June 17th, 2021, the Registrant immediately priorCompany appointed Mr. Randy Avon as an Independent Board Member and to the consummation of a transaction. AlthoughAudit Committee. And on June 18th, 2021, the terms of any such transaction have not been identifiedBoard appointed its current Director and cannot be predicted, it is expectedChair Mr. Ronald Silver to the Audit Committee, as seen on the 8K filed on that any new project transaction the Company may enter into would be structuredday. On July 12th, Garfield Antonio was named as a “tax free” reorganization. It should be noted that the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986,Director and Board member, as amended (the “Code”) depends upon the transaction meeting certain statutory and non-statutory requirements. There are different types of statutory requirements for each type of tax-free reorganization and thus each transaction must be reviewed carefully to determine its eligibility for a tax-free reorganization. One of the statutory requirements in a tax-free reorganization is that at least a certain percentage of the total considerationseen in the transaction must be voting stock of the engager corporation. This could result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization. In addition, post-transaction dispositions of Registrant’s stock received as consideration could have implications for the tax-free nature of the transaction in question.

Acquisition by RCK Development LLC

Community Redevelopment, Inc. operates as a community oriented real estate redeveloper targeting economic growth and opportunity zones in secondary and tertiary value-added markets. The Company is primarily focused on opportunity zones in an effort to bring commerce and affordable housing to underserved areas. Community Redevelopment plans to provide numerous opportunities to improve low-income neighborhoods for residential, commercial, and industrial opportunities through government incentives, long term partnerships and agreements. Our mission is to rebuild depressed communities, change the direction of youth and improve the quality of life in those communities, and provide our investors with an opportunity to profit. We intend to accomplish this by focusing on partnerships between the public and private sector to generate both business interest and business activity in low-income neighborhoods8K filed that have gone unnoticed by the development community at large, while repairing and amending relationships in these underserved communities.

Community Redevelopment, Inc. is not an opportunity zone fund, or a real estate investment trust. Community Redevelopment, Inc. is a real estate developer offering potential investors an opportunity to participate in the process of investing in real estate projects that could improve the quality of life for residents of low-income neighborhoods, via a publicly traded company. The Company intends to work with other real estate developers, as well as local and state government agencies to complete its projects in these communities.

The present stockholders of the Registrant representing management control approximately 57% of the company and are the largest shareholders of the voting securities of the Registrant. As part of said merger, the past Director resigned and the majority shareholders elected our current Board.

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It is anticipated that the investigation of specific urban renewal opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. The costs that will be incurred are difficult to determine with any degree of specificity at this time as such costs are expected to be dependent on factors such as the amount of time it takes to identify and complete a new project transaction, the location, size and complexity of the business of the project, the local, state and federal laws and/or matching funds, the scope of the due diligence investigation required, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific project opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred. The Company is currently in discussions with several qualified developers, real estate owners, and property management companies in California, Colorado, Florida, Georgia, Maryland, Ohio and Texas to either acquire, design and or redevelop properties.

RESULTS OF OPERATIONS

Year ended December 31, 2020, compared to the year ended December 31, 2019

Net loss for the year ended December 31, 2020 increased to $(46,154) from $(40,762) for the year ended December 31, 2019. The increase was due to increase in Operational Expenses.

Operating Expenses

Operating expenses for the year ended December 31, 2020 were $46,154, as compared to $40,762 for the year ended December 31, 2019. The variances were as follows. As part of the general and administrative expenses for the years ended December 31, 2020 and 2019, we recorded public relations, investor relations or business development expenses of $46,154 and $40,762, respectively.

Net Loss

Net loss for the year ended December 31, 2020 was $46,154 as compared to $40,762 for the for the year ended December 31, 2019 for the reasons discussed above.

LIQUIDITY AND CAPITAL RESOURCES

We adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 205-40, Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. While the Company is attempting to generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. We will require additional cash funding to fund operations. Therefore, we concluded there was substantial doubt about the Company’s ability to continue as a going concern. 

day.

  

 

 7 

 

 

To fund further operations, we will need to raise additional capital. We may obtain additional financingBasis of Presentation

The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the future throughUnited States (“U.S. GAAP”) for annual financial statement presentation and in accordance with Form 10-KA. Accordingly, they include all of the issuanceinformation and footnotes required in annual financial statements. In the opinion of its common stock,management, the audited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or through other equity or debt financings.for the entire year.

These audited financial statements should be read in conjunction with our December 31st, 2020, Annual financial statements included in our Form 10-K, filed with the SEC on April 14th, 2021.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the year ended December 31, 2021, regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our audited condensed financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern or meet the minimum liquidity requirementsis dependent upon our ability to generate profitable operations in the future is dependent on its abilityand/or to raise significant additional capital, of which there can be no assurance. Ifobtain the necessary financing is not obtained or achieved, we will likely be required to reduce its planned expenditures, which could have an adverse impact on the results ofmeet our obligations and repay our liabilities arising from normal business operations financial condition and our ability to achieve its strategic objective. There can be no assurance that financing will be available on acceptable terms, or at all.when they become due. The financial statements contain no adjustments for the outcome of these uncertainties. These factorsmatters cannot be predicted with any certainty at this time and raise substantial doubt about our abilitythat we will be able to continue as a going concernconcern. Our audited financial statements do not include any adjustments to the amount and haveclassification of assets and liabilities that may be necessary should we be unable to continue as a material adverse effectgoing concern. There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

Our future growth is dependent upon achieving further development projects and execution of development projects, engaging other company related opportunities, management of operating expenses, and the ability of the Company to obtain the necessary financing to fund future obligations, and upon profitable operations.

Stockholders’ Equity

Since its inception on August 16, 2010, the Company had accumulated deficit of $49,276,680 as of twelve months ended December 31, 2021.

The aggregated loss is related to the capital invested in advances real estate membership interest, which has future positive cash flow after completion and stabilization. See note 5.

Authorized Shares

Common Stock

The Company is authorized to issue up to 500,000,000 shares of common stock, par value $0.001 par value. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights. 

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Preferred shares

The Company Authorizes and hereby creates 5,000,000 (Five Million) shares of preferred stock, with conversion rights of 1:1 (one to one), but with 30:1 voting rights. As of December 31, 2021, 1,000,000 shares of preferred stock were issued and outstanding.

Commitments and Contingencies

On April 8th, 2021, the Company executed a Senior Secured Convertible Promissory Note, Securities Purchase Agreement, and ancillary agreements (collectively, the “Agreements”) with Leonite Capital, LLC Per the terms of the Agreements with Leonite Capital, LLC, the Company may borrow up to $500,000; of which $500,000 was tendered, which is open with right of redemption for one year. Prior to the maturity date of the Note, the Company at its option, has the right to redeem in cash in part or in whole, the amounts outstanding. Should the Fund wish to convert this debt into equity, the conversion price shall be sixty-five percent of the lowest Intraday price during the previous 21 days. Pursuant to the Agreements, the Company has earmarked the net proceeds for an immediate cash infusion for normative working capital purposes and capital expenditures. Leonite Capital. has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time. The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the original Agreements which are Exhibits to this filing.

On November 30th, 2021, the Company executed a short-term loan of $1,000,000 Secured Note, by 1,500,000 million shares of CRDV stock (reserved in bank’s name, subject to loan and stock pledge agreement with NextBank International, Inc,) and secured by the president of the company, as a personal guarantor. Per the terms of the Agreements with NextBank International, Inc, the Company may borrow up to $1,000,000; which is open with the right of redemption for one year against the collateral of 1,500,000 shares of CRDV stock and the President of the company as guarantor.

The Private Note has a 7.5% fixed rate that matures on November 30, 2022. As of December 31, 2021, the company has withdrawn the full amount net of the loan less the loan fees. For a full description of all terms, please refer to the original Agreements which are Exhibits to this filing.

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and constraint of positive cash flow places debt financing beyond the creditworthiness required by most banks or typical investors of corporate debt until such time as economically viable profits and losses can be demonstrated. Therefore, any debt financing of our activities may be costly and result in substantial dilution to our stockholders.

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial results, financial positioncondition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

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There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements, or contingencies in place in the event that we cease operations.

Results of Operations

For the Twelve Months Ended December 31, 2021, and 2020

Revenues

The Company has not brought in revenues to date.

Operating Expenses

For the twelve months ended December 31, 2021, our total operating expenses were $9,899,332 compared to $46,154 for the twelve months ended December 31, 2020, resulting in an increase of $9,853,178. The increase is attributable to a total increase of $9,853,178 in general administration expenses.

For the twelve months ended December 31, 2021, we had $37,778,761 an unrealized loss on investments arising out of the acquisition transaction of Red Hills Capital LLC, which is the dollar value of the common stock issued for said acquisition.

Net Operating loss

Net Operating loss was $9,899,332 compared to net Operating loss of $46,154 for the twelve months ended December 31, 2021, and December 31, 2020, for the reasons explained above.

Net loss

Net loss was $48,372,624 compared to a net loss of $46,154 for the twelve months ended December 31, 2021, and December 31, 2020. The increase is attributable to a total increase of $9,853,178 in general administration expenses, and an increase of $37,778,761 in unrealized loss on investments, which is the dollar value of the common shares issued for the acquisition of Red Hills Capital LLC.

Other Income

Other Income/(Expense) increased to ($694,531) for the year ended December 31, 2021, and $0 for the year ended December 31, 2020. The increase was directly related to the swings in derivative fair values from $582,549. This was offset by an increase in interest expense of $1,277,080 when compared to the year ended December 31, 2020.

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Liquidity and Capital Resources

Overview

The Company’s cash and cash flows.

Operating Activitiesequivalents balance were $1,084,486 as of December 31, 2021.

 

Net cash used in the Company’s operating activities forduring the yeartwelve months ended December 31, 20202021, was $41,849.$385,991 as compared to net cash used in the operating activities of $41,849 during the corresponding period ended December 31, 2020. This amount was primarily related torepresents a net lossvariance of $46,154, (i)$344,142 in net working capital increase of $3,305 and increase in committed to be issued shares of $1,000.

Net cash used in operating activities between the two periods. The underlying reasons for the year ended December 31, 2019 was $40,762. This amount wasvariance were primarily relateddue to a net lossan increase of $40,762.

Investment Activities$37,778,761 in shares issued for acquisition of membership interest, an increase of $9,557,117 for shares issued for services, an increase of $544,870 on change in the fair value of derivative liabilities, an increase in accrued expenses of $1,610 and an increase in accounts payable of $74,098 and an increase of $30,092 in the interest on convertible note payable between the two periods.

 

Net cash used in investing activities for the years ended December 31, 20202021, and 20192020 was $0 and $0, respectively.

 

Financing Activities

NetCash provided by financing activities was $1,461,959 for the twelve months ended December 31, 2021, as compared to cash provided by financing activities of the amount of $50,367 for the yearsame period ended December 31, 20202020. This represents a variance of $1,411,592 in net cash used in financing activities between the two periods. The primary underlying reason is due to an increase on a short-term loan of $1,000,000, an increase in convertible loan of $500,000 and 2019 was $ 50,367a decrease in shareholder’s loan of $38,041 between the two periods.

Since its inception on August 16, 2010, the Company had a cumulative deficit of $49,276,680 and $ 40,762, respectively. The 2020 amount related to proceeds from our chief executive officerwe have a working capital deficit of $17,401,664 as of December 31, 2021. Our future growth is dependent upon achieving further purchase orders and chairmanexecution, management of operating expenses and the ability of the Company to obtain the necessary financing to fund future obligations, and upon profitable operations.

Historically, we have financed our cash flow and operations from contributions of our majority shareholder and by raising equity and convertible loans.

As of December 30, 2021, our cash balance was $1,084,486 we believe we will require a minimum of $1,500,000 in working capital over the next 12 months to grow the company as currently planned, covering our operating costs and maintaining our regulatory reporting and filings. Should our revenues not materialize as expected, or if our costs and expenses prove to be greater than we currently anticipate, or should we change our current business plan in a manner that will increase or accelerate our anticipated costs and expenses; we may need funds in excess of that currently planned.

It is our current policy that all transactions between the Company and our officers, directors and their affiliates will be entered into only if such transactions are approved by a majority of the existing directors, are approved by vote of the stockholders, or are fair to us as a corporation as approved or ratified by our Board of $38,041Directors or authorized officer. We will conduct an appropriate review of all related party transactions on an ongoing basis, and, convertible notes payablewhere appropriate, we review the potential of $12,326. The 2019 amount relatedconflicts of interest.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to $40,762 borrowing from the former chief executive officer, who resigned after changehave a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of control in July 2020.operations, liquidity, capital expenditures or capital resources.

11

 

Critical Accounting Policies and Estimates

 

Use of Estimates

 

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates.

 

Lease

 

On January 2, 2020, the Company adopted FASB ASC Topic 842, Leases, or ASC 842, using the modified retrospective transition method with a cumulative effect adjustment to accumulated deficit as of January 1, 2019, and accordingly, modified its policy on accounting for leases as stated below. As described under “Recently Adopted Accounting Pronouncements,” below, the primary impact of adopting ASC 842 for the Company was the recognition in the consolidated balance sheet of certain lease-related assets and liabilities for operating leases with terms longer than 12 months. The Company elected to use the short-term exception and does not records assets/liabilities for short term leases as of December 31, 2020.2021.

 

8

Revenue Recognition

 

In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specificindustry-specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

 

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five stepfive-step model prescribed under ASU No. 2014-09: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary and permanent staffing solutions and the sale of consumer products. Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During the period from August 16, 2010 (Inception) to December 31, 2020, we did not recognize any revenue.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.

 

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The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold areis recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold areis derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as the income tax expense.

 

Stock basedStock-based Compensation

 

Stock basedStock-based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will be recognized as expense over the employee’s requisite service period (generally the vesting period of the award). Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The company has no stock-based compensation plan established as December 31, 2021.

 

9

Derivative instruments

 

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense.expenses.

 

Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses the binomial option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include:

 

a. affiliates of the Company;

b. entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity;

c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management;

d. principal owners of the Company;

e. management of the Company;

f. other parties with which the Company 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; and

g. other parties that can significantly influence the management or operating policies of the transacting parties or that have 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.

 

13

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

 

The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. 

 

10

New Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We did not expect the adoption of this guidance have a material impact on its consolidated financial statements.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index:

Audit Report

Index(1) Financial StatementsPage
  
Audit Report of Independent Registered Public Accounting Firm (PCAOB ID 6662)F-1
  
Consolidated Financial StatementsBalance SheetsF-2
  
Consolidated Balance Sheets asStatements of December 31, 2020Operations and 2019Comprehensive LossF-2F-3
  
Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019F-3
Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, 2020 and 2019F-4
  
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019F-5
 
Notes to Consolidated Financial StatementsF-6

 

 

 

 

 

 

 

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CA Logo Vector

M.S. Madhava Rao

316, 1st Cross, Gururaja Layout, 7th Block, 4th Phase, BSK 3rd Stage, Bangalore 560085

Tel No: 91-8861838006 email : mankalr@yahoo.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

ToThe Board of Directors and Shareholders
Community Redevelopment Inc
20295 NE 29th Place #200
Aventura, Florida 33180

To The Board of Directors and Shareholders

Community Redevelopment, Inc.

20295 NE 29th Place #200

Aventura, FL 33180

 

Opinion on the financial statements

We audited the accompanying balance sheets of Community Redevelopment, Inc (“Inc., (“the Company”) as of December 31, 2021 and 2020, and the related statements of operations, stockholders’ equity, and cash flows for yearyears then ended and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and cash flows for the yearyears then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis of Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits. we are required to obtain an understanding of internal control over financial reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Going Concern

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $904,056 and had a negative cash flow from operations amounting to $41,849$49,276,680 for the year ended December 31, 2020.2021. These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Critical Audit Matters

Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.

 

15

Related party transactions.

As discussed in Note 4 to the financial statement, the Company has borrowed from principal stockholder and officer an amount of $745,180 and $38,041as of the date of December 31, 2020.2021, the President and Director of the company is the managing member of each project where the company owns membership interest value as of $18,471,239 through the Red Hills Capital Advisors, which is a wholly-owned subsidiary.  

 

The procedure performed to address the matter included: obtaining theLand appraiser valuation and internal development cost confirmation from related party, testing the billing duringPresident of the year and examining stock settlement by Board resolution forCompany who is also the outstanding amount to stockholder in the subsequent period and Promissory note to the officer.

managing member of each property.

We have served as the Company’s auditor since 2020.

 

/S/ M.S. Madhava RaoA picture containing lawn mower, insect, clipart

Description automatically generated

M. S. Madhava Rao, Chartered Accountant

Bangalore, India

April 14, 2021

F-1

Community Redevelopment Inc

(Formerly known as Crosswind Renewable Energy Corporation)

Consolidated Balance Sheet

Audited

  For the Fiscal Year Ended 
  December 31 , 
  2020  2019 
Assets      
Current Assets        
Cash at Bank $8,518  $0 
         
Total Current Assets  8,518   0 
         
Total Assets $8,518  $0 
         
Liabilities and Stockholders' Equity        
Current Liabilities        
Accrued Expenses payable $3,305  $0 
Notes Payable  38,041   0 
Loan from Shareholders  745,180   732,854 
Total Liabilities  786,526   732,854 
         
Stockholders’ Equity        
Common stock: $0.001 par value, 150,000,000 shares authorized, 125,048,768 shares issued and outstanding at December 31, 2020 and December 31, 2019  125,048   125,048 
Shares committed to be issued  1,000     
Accumulated deficit  (904,056)  (857,902)
Total Equity (Deficit)  (778,008)  (732,854)
Total Liabilities and Equity $8,518  $0 

See Accompanying Notes to Consolidated Financial Statements.

F-2

Community Redevelopment Inc

(Formerly known as Crosswind Renewable Energy Corporation)

Consolidated Statements Of Operations

Audited

  For the Fiscal Year Ended 
  December 31 , 
  2020  2019 
       
Revenue $  $ 
         
Operating Expense        
General and Administrative Expenses  46,154   40,762 
         
Operating Loss  (46,154)  (40,762)
         
Net Loss for Period $(46,154) $(40,762)
         
Net (loss) per share attributable to common stockholders, basic and diluted $(0.00) $(0.00)
         
Weighted average shares outstanding, basic and diluted  125,048,768   125,048,768 

See Accompanying Notes to Consolidated Financial Statements.March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

F-1

Community Redevelopment Inc.

Consolidated Balance Sheet

Audited

         
  For the Fiscal Year Ended 
  December 31, 2021  December 31, 2020 
         
Assets        
Current Assets:        
Cash $1,084,486  $8,518 
Total current assets  1,084,486   8,518 
Investments in Real Estate Membership Interests  18,471,239    
Total assets $19,555,725  $8,518 
         
Liabilities and shareholders' equity        
Current liabilities        
Accounts payable $74,098  $ 
Accrued expenses  5,000   3,305 
Convertible Notes Payable - Related parties     38,041 
Convertible Notes Payable, net of discount  102,412    
Derivative Convertible Note  942,458    
Short Term Loan  1,000,000    
Loan from Shareholders     745,180 
Interest Payable  30,092    
Total current liabilities  2,154,060   786,526 
Total liabilities  2,154,060   786,526 
         
Common stock: $0.001 par value; 500,000,000 shares and 150,000,000 shares authorized at December 31, 2021 and 2020, respectively. 44,077,038 shares and 1,250,488 shares issued and outstanding at December 31, 2021 and 2020, respectively  44,077   1,250 
Shares committed to be issued     1,000 
Preferred stock: $0.001 par value, 5,000,000 shares authorized, 1,000,000 and 0 shares issued and outstanding at December 31, 2021 and Dec 31, 2020 respectively  1,000    
Additional paid in capital  66,633,268   123,798 
Accumulated deficit  (49,276,680)  (904,056)
Total shareholders' equity  17,401,665   (778,008)
Total liabilities, Redeemable Convertible Preferred Stock and Stockholders' Deficit $19,555,725  $8,518 

See Accompanying Notes to Consolidated Financial Statements.

 

 

 

 

 

F-2

Community Redevelopment Inc.

Income Statement

Audited

 

 

         
  For the Fiscal Year Ended 
  December 31, 2021  December 31, 2020 
       
Revenue $  $ 
         
Operating expenses:        
General and Administrative  9,899,332   46,154 
Total Operating Expenses  9,899,332   46,154 
         
Loss from Operations  (9,899,332)  (46,154)
Other income (expense):        
Interest income      
Interest expense  (1,277,080)   
Change in the fair value of derivative  582,549    
Total other income  (694,531)   
  ��      
Net Loss $(10,593,863) $(46,154)
         
Other comprehensive income:        
Unrealized gain (loss) on investments  (37,778,761)   
Total loss $(48,372,624) $(46,154)
         
         
Net (loss) per share attributable to common stockholders, basic and diluted $(1.865) $ 
Weighted average shares outstanding, basic and diluted  25,935,749   125,048,768 

See Accompanying Notes to Consolidated Financial Statements.

 F-3 

 

 

Community Redevelopment IncInc.

(Formerly known as Crosswind Renewable Energy Corporation)

Consolidated StatementsStatement of StockholdersStockholders' Equity (Deficit)

Audited

                                     
  Preferred Stock  Common Stock  Common Stock   Additional     Total 
                   Shares       Paid-in   Accumulated   Stockholders' 
   Shares   Amount   Shares   Amount   Committed   Amount   Capital   Deficit   Deficit 
Balance, December 31, 2019    $   1,250,488  $1,250        $123,798  $(857,902) $(732,854)
                                     
Shares Committed to be issued              1,000,000  $1,000        $1,000 
                                     
Net Loss                       (46,154)  (46,154)
                                     
Balance, December 31, 2020    $   1,250,488  $1,250   1,000,000  $1,000  $123,798  $(904,056) $(778,008)
                                     
Issuance of Common Stock for Services        23,827,039   23,827   (1,000,000)  (1,000)  9,534,290      9,557,117 
                                     
Issuance of Common Stock for Debt        1,249,511   1,250         743,930      745,180 
                                    
Issuance of Common Stock - Under the Merger Agreement        17,750,000   17,750         53,232,250      53,250,000 
                                    
Issuance of Preferred Stock - Under the Merger Agreement  1,000,000   1,000               2,999,000      3,000,000 
                                    
Net Loss                       (48,372,624)  (48,372,624)
Balance, December 31, 2021  1,000,000  $1,000   44,077,038  $44,077     $  $66,633,268  $(49,276,680) $17,401,665 

 

   Common Stock             
   Number of Shares   Amount   Shares Committed   Accumulated Deficit   Total 
                     
Balance January 1, 2019  125,504,876  $125,048  $0  $(817,140) $(692,092)
                     
Net Income/(Loss)              (40,762)  (40,762)
                     
Balance December 31, 2019  125,504,876  $125,048  $0  $(857,902) $(732,854)
                     
Shares Committed to be issued          1,000       1,000 
                     
Net Income / Loss              (46,154)  (46,154)
                     
Balance December 31, 2020  125,504,876  $125,048  $1,000  $(904,056) $(778,008)

See Accompanying Notes to Consolidated Financial Statements.

 

 

 

 

 F-4 

 

 

Community Redevelopment Inc.

(Formerly known as Crosswind Renewable Energy Corporation)

Consolidated Statements of Cash Flows

Audited

       

  For the Fiscal Year Ended 
  December 31 , 
  2020  2019 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net (loss) $(46,154) $(40,762)
Shares committed to issue  1,000     
Increase in accrued Expenses  3,305     
Net cash provided by (used) in operating activities  (41,849)  (40,762)
         
CASH FLOWS FROM INVESTING ACTIVITIES:  0   0 
Net cash provided by (used) in Investing activities  0   0 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Increase in Shareholder loan  12,326   40,762 
Increase in Notes Payable - Related Parties  38,041   0 
Net cash provided by financing activities  50,367   40,762 
         
Net increase (decrease) in cash and cash equivalents  8,518   0 
Cash and cash equivalents at beginning of period  0   0 
Cash and cash equivalents at end of period $8,518  $0 

         
  For the Fiscal Year Ended 
  December 31, 2021  December 31, 2020 
       
Operating Activities        
Net loss $(48,372,624) $(46,154)
Adjustments to reconcile net loss to net cash used in operating activities:        
Shares committed to issue     1,000 
Shares issued for membership interest in real estate  37,778,761    
Shares issued for services  9,557,117    
Gain (Loss) on derivative liabilities  544,870    
Change In:        
Accounts payable  74,098    
Interested note payable  30,092    
Accrued expenses  1,695   3,305 
Net cash used in operating activities  (385,991)  (41,849)
         
Investing Activities      
Net cash used in investing activities      
         
Financing Activities        
Decrease in Shareholder loan     12,326 
Decrease/Increase in notes payables - Related parties  (38,041)  38,041 
Decrease/Increase in convertible notes payable  500,000    
Decrease/Increase in short-term loan  1,000,000    
Net cash provided by financing activities  1,461,959   50,367 
         
Change in Cash  1,075,968   8,518 
         
Cash and Cash Equivalents at beginning of period  8,518    
         
Cash and Cash Equivalents at end of period $1,084,486  $8,518 
         
Supplemental disclosure of cash flow information:        
Supplemental disclosure of cash and non-cash financing activities        
         
Share issued in the acquisition of Investments in Real Estate Membership Interest in exchange of Stock $56,250,000  $ 
Issuance of Common Stock $9,557,117  $ 
Issuance of Common Stock - Shareholder loan  745,180    
Cash paid for interest $70,556  $ 

 

See Accompanying Notes to Consolidated Financial Statements.

 

 

 F-5 

 

 

Community Redevelopment Inc.

Notes to Consolidated Financial Statements

December 31, 20202021 and 20192020

 

NOTE 1 – NATURE OF BUSINESS, PRESENTATION AND GOING CONCERNNote 1–Nature of Business

 

Organization

 

Community Redevelopment, Inc. was incorporated in the State offormed on August 16, 2010 as Crosswind Renewable Energy Corp. an Oklahoma on December 16th, 2010. At the time of its creation, the Company had been engaged in marketing renewable energy, salescorporation and marketing of turbines, lighting and solar energy sources. On July 6th, 2020, the company completed a transaction whereby the core business of the Company is now that of the new merged business. Community Redevelopment, Inc. operates as a community oriented real estate redeveloper targeting economic growth and opportunity zones in secondary and tertiary value-added markets. Our name was formally changed to Community Redevelopment Inc.renamed on June 24th, 20202020. We are an emerging growth company. We were established to build upon community assets through real estate, financial services and technology. Our experienced team has dedicated their careers to constructing high-quality mixed-use, multifamily residential, and commercial properties in top metropolitan regions as partwell as have deep roots in technology and finance industries. Our vision is to integrate our real estate development proprietary business model across multiple verticals in finance, technology, and real estate. This will provide long-term value to investors while staying true to our mission of the overall transaction The Company is primarily focused on lower income communities in an effort to bring commerce and affordable housing to underserved areas.enhancing communities.

 

Emerging Growth Company

 

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of stockholders on executive compensation and any golden parachute payments not previously approved.

 

The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1.07 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year following the anniversary of the initial reporting.

 

To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

 

NOTENote 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESSignificant Accounting Policies

 

Basis of presentationPresentation

These consolidatedThe accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted accounting principles in the United States (GAAP)(“U.S. GAAP”) for annual financial statement presentation and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

in accordance with Form 10-K.

 

 

 

 F-6 

 

 

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

 

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates.

 

The COVID-19 pandemic has caused uncertainty and disruption in the global economy and financial markets. As a result, management’s estimates and assumptions may be subject to a higher degree of variability and volatility that may result in material differences from the current period.

Cash and Cash Equivalents

 

Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions.

 

Concentrations of Credit Risk and Off-Balance Sheet Arrangements

Cash is a financial instrument that potentially subjects the Company to concentrations of credit risk. For all periods presented, substantially all of the Company’s cash was deposited in an account at a single financial institution that management believes is creditworthy. The Company is exposed to credit risk in the event of default by these financial institutions for amounts in excess of the Federal Deposit Insurance Corporation insured limits. The Company maintains its cash at a high-quality financial institution and has not incurred any losses to date.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Fair Value of Financial Instruments

The carrying value of cash, accounts receivable, other receivable, note receivable, other current assets, accounts payable, and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value.

The Company utilizes the methods of fair value (“FV”) measurement as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, FV is based on 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. In order to increase consistency and comparability in FV measurements, ASC 820 establishes a FV hierarchy that prioritizes observable and unobservable inputs used to measure FV into three broad levels, which are described below:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

F-7

Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments.

Investments

A non-controlling, unconsolidated ownership interest in an entity may be accounted for using one of: (i) equity method where applicable; (ii) fair value option if elected; (iii) fair value through earnings if fair value is readily determinable, including election of net asset value (“NAV”) practical expedient where applicable; or (iv) for equity investments without readily determinable fair values, the measurement alternative to measuring at cost adjusted for any impairment and observable price changes, as applicable.

Changes in fair value of equity method investments are recorded in realized and unrealized gains (losses) in the condensed combined and consolidated statements of operations.

Derivative liabilities

The Company identified the conversion feature of convertible notes payable as derivatives.

We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability-weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Fair value of financial instruments

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's consolidated financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

F-8

Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis            
December 31, 2021 Total  Level 1  Level 2  Level 3 
             
Derivative liabilities $942,458  $  $  $942,458 
                 
December 31, 2020  Total   Level 1   Level 2   Level 3 
                 
Derivative liabilities $  $  $  $ 

Non-controlling Interests

Non-controlling interests represent the share of consolidated entities owned by third parties. Community Redevelopment recognizes each non-controlling ownership at the estimated fair value of the net assets at the date of formation or acquisition.

Related Parties

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 related parties include:

a.affiliates of the Company;
b.entities for which investments in their equity securities would be required, absent the election of the FV option under the FV Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity;
c.trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management;
d.principal owners of the Company;
e.management of the Company;
f.other parties with which the Company 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; and
g.other parties that can significantly influence the management or operating policies of the transacting parties or that have 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.

The financial statements shall include disclosures of material-related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements.

The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

F-9

Revenue Recognition

 

In May 2014 the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

 

Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and the title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams.

 

Impairment of Long-Lived Assets

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of December 31, 2020 and 2019, there were no impairment loss of its long-lived assets.

Basic Income (Loss) Per Share

 

Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations.

Schedule of Earnings Per Share, Basic and Diluted        
  December 31,2021  December 31,2020 
Numerator:        
Net loss $(48,372,624) $(46,154)
Denominator:        
Weighted average common shares outstanding—basic  25,935,749   125,048,768 
Dilutive common stock equivalents        
Weighted average common shares outstanding—diluted  25,935,749   125,048,768 
Net loss per share:        
Basic $(1.865) $(0.000)
Diluted $(1.865) $(0.000)

 F-7F-10 

 

Realized and Unrealized Gains (Losses)

Realized gains (losses) occur when the Company redeems all or a portion of its investment or when the Company receives cash income, such as dividends or distributions. Unrealized appreciation (depreciation) results from changes in the fair value of the underlying investment as well as from the reversal of previously recognized unrealized appreciation (depreciation) at the time an investment is realized. Realized and unrealized gains (losses) are presented together as realized and unrealized gains (losses) in the condensed combined and consolidated statements of operations.

Income Taxes

 

The Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.

 

The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that previously failed to meet the more likely than not threshold areis recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold areis derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and comprehensive income (loss) as income tax expense.

 

Fair Value of Financial InstrumentsComprehensive Income

The carrying value of cash, accounts receivable, other receivable, note receivable, other current assets, accounts payable, and accrued expenses, if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were also estimated to approximate fair value.

 

The Company utilizes the methodsOther comprehensive income consists of fair value (“FV”) measurement as described in ASC 820 to value its financial assetsnet income and liabilities. As defined in ASC 820, FV is based on 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. In order to increase consistency and comparability in FV measurements, ASC 820 establishes a FV hierarchy that prioritizes observable and unobservable inputs used to measure FV into three broad levels, which are described below:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments

Basic Income (Loss) Per Share

Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income ofappreciation (depreciation) affecting the Company subject to anti-dilution limitations. Potential common shares.

F-8

The table below presents the computation of basic and diluted earnings per share for the years ended December 31, 2020 and 2019:

  December 31, 2020  December 31, 2019 
Numerator:        
Net loss $(46,154) $(40,762)
Denominator:        
Weighted average common shares outstanding—basic  125,048,768   125,048,768 
Dilutive common stock equivalents      
Weighted average common shares outstanding—diluted  125,048,768   125,048,768 
Net loss per share:        
Basic $(0.00) $(0.00)
Diluted $(0.00) $(0.00)

Concentration of Credit Risk

Financial instruments that, potentially subject the Company to credit risk consist primarily of accounts receivable. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.under GAAP, are excluded from net income.

 

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates it is probable a material loss was incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

F-9

New Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those fiscal years. We did not expect the adoption of this guidance have a material impact on its consolidated financial statements.

 

NOTENote 3 – GOING CONCERN- Going Concern

 

The accompanying audited financial statements have been prepared assuming that the Company will continue ason a going concern basis, which contemplates continuity of operations,the realization of assets and liquidationthe satisfaction of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the The Company had a nethas accumulated loss of $46,154 for the year ended December 31, 2020, negative working capital $49,276,680 as of December 31, 2020, and accumulated deficit of $904,056.2021. These factors among othersconditions raise substantial doubt about the Company’s ability of the Company to continue as a going concern.

 

While the Company is attempting to generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s abilityits abilities to furthergenerate revenues, to continue to raise investment capital, and develop and implement its business plan and generate revenues.plan. No assurance can be given that the Company will be successful in these efforts.

F-11

Note 4 – Authorized Shares

On August 3rd, 2021, Finra gave final approval for the Company’s 100:1 reverse stock split, as noted in our 8-K filed that day. Accordingly, we have restated previous years stock details where applicable.

 

The Company is authorized to issue up to 500,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

Additionally, The Company Authorizes and hereby creates 5,000,000 (Five Million) shares of preferred stock, with conversion rights of 1:1 (one to one), but with 30:1 voting rights.

On September 20th, 2021, the Company entered into a Merger Agreement with Red Hill Capital Advisors, LLC, by which the Company has acquired a portfolio of membership interests in six commercial retail, multifamily and mixed-use properties, in the Washington, DC Metro area upon the completion of audit. All the properties are both partially occupied and under continued development. The Consideration for this transaction on the part of the Company was the issuance of 17,750,000 common shares and 1 million Preferred shares with 1:1 conversion, and 30:1 voting ratio was issued on October 15th 2021.

As part of the corporate restructuring in specific preparation for this merger, on September 15th, 2021, the Company Reduced its Authorized shares from 3 billion to five hundred million and created the above-referenced Preferred Class with 1:1 conversion and 30:1 voting rights.

During the Twelve months ending December 31, 2021, 44,077,038 shares of common and 1,000,000 shares of preferred were issued and outstanding.

Note 5 - Investments in Advances to Real Estate Joint Ventures

As of September 20th, 2021, we acquired multiple membership interests in advance in real estate. The Consideration for this transaction on the part of the Company was the issuance of 17,750,000 common shares and 1,000,000 Preferred shares with 1:1 conversion, and 30:1 voting ratio. The stock value of the investment is described below.

The primary operation for these transactions is retail stores, apartment buildings, and centers which are either owned or held under long-term operating leases. The Company holds noncontrolling interests in these ventures and accounts for them under the equity method of accounting.

The table below presents venture investments for which the Company held an ownership interest at December 31, 2021, and December 31, 2020 (dollars in millions): 

Schedule Of Real Estate Joint Ventures          
  Ownership The Company’s Investment 
Joint Venture Interest 

December 31,

2021

  

December 31,

2020

 
Red Hills Capital Advisors:          
Fort Washington Livingston Pace, LLC (1) 24.50% $5,066,359  $ 
Suitland Holdings Pace A and Pace B, LLC 24.50%  2,236,430    
Velocity Ventures, LLC 49.00%  302,482    
Marlow Heights Branch Pace, LLC 24.50%  671,576    
Capheights Hill Pace, LLC 24.50%  134,750    
Capheights Central Dev, LLC (2) 24.50%  5,320,331    
Capheights Velocity Services, LLC 24.50%  465,872    
COZ Manager, LLC (2) 12.25%  4,273,438    
Total   $18,471,239  $ 

(1) Representing six commercial properties; (2) representing a mix of commercial retail, multifamily, and mixed-use properties retails and apartments.

F-12

All the value of the development and construction cost listed was provided by the president of the company Mr. Garfield Antonio who is a managing member of the listed LLCs; which is also disclosed on the related party note. See note 8.

Note 6 - Noncontrolling Interests

Noncontrolling interests represent the portion of the equity that the Company does not own in entities it consolidates as a result of having a controlling interest or determining that the Company was the primary beneficiary of a Variable Interest Entities (VIE) in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Condensed Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Condensed Consolidated Statements of Operations.

In connection with the Merger, the Company acquired ownership interests in eight consolidated ventures which have noncontrolling interests of $18,471,239 as of December 31, 2021.

Note 7 - Notes Payable

On April 8th, 2021, the Company executed a Senior Secured Convertible Promissory Note, Securities Purchase Agreement, and ancillary agreements (collectively, the “Agreements”) with Leonite Capital, LLC Per the terms of the Agreements with Leonite Capital, LLC, the Company may borrow up to $500,000; of which $500,000 was tendered, which is open with right of redemption for one year. Prior to the maturity date of the Note, the Company at its option, has the right to redeem in cash in part or in whole, the amounts outstanding. Should the Fund wish to convert this debt into equity, the conversion price shall be sixty-five percent of the lowest Intraday price during the previous 21 days.

Pursuant to the Agreements, the Company has earmarked the net proceeds for immediate cash infusion for normative working capital purposes and capital expenditures. Leonite Capital. has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time. The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the original Agreements which are Exhibits to this filing.

Convertible notes payable, consist of the following at December 31, 2021: 

Schedule Of Convertible Debt        
  2021  2020 
Note payable to an unrelated party, matured April 08, 2022, with interest at 10%, convertible into common shares of the Company $277,778  $ 
Note payable to an unrelated party, matured September 20, 2022, with interest at 10%, convertible into common shares of the Company  277,778    
Less discount  (453,144)   
Total $102,412  $ 

Note 8: Short Term Loan

On November 30th, 2021, the Company executed a short-term loan of $1,000,000 Secured Note, by 1,500,000 million shares of CRDV stock (reserved in bank’s name, subject to loan and stock pledge agreement with NextBank International, Inc,) and secured by the president of the company, as guarantor.

F-13

Per the terms of the Agreements with NextBank International, Inc, the Company may borrow up to $1,000,000; which is open with the right of redemption for one year against the collateral of 1,500,000 shares of CRDV stock.

The Private Note has a 7.5% fixed rate that matures on November 30, 2022. As of December 31, 2021, the company has withdrawn the full amount net of the loan less the loan fees.

Note 9: Derivative Financial Instruments

The Company is exposed to certain risks arising from both business operations and economic conditions, including interest rate risk. To mitigate the impact of interest rate, the Company enters into derivative financial statementsinstruments. The Company maintains the majority of its overall interest rate exposure on floating rate borrowings to a fixed-rate basis.

Derivative Instruments

The fair value of interest rate swaps is included within Other non-current liabilities in the Consolidated Balance Sheets. The Company does not net derivatives in the Consolidated Balance Sheets.

Note 10 – Mergers & Acquisitions

On September 20th, 2021, the Company entered into a Merger Agreement with Red Hill Capital Advisors, LLC, by which the Company has acquired a portfolio of membership interests in multiple venture companies which have a mix of commercial retail, multifamily, and mixed-use properties, in the Washington, DC Metro area. All the properties are both partially occupied and under continued development. The Consideration for this transaction on the part of the Company was the issuance of 17,750,000 common shares and 1,000,000 Preferred shares with 1:1 conversion, and 30:1 voting ratio. On October 15th, 2021, the Company issued these shares.

The president of the company, Mr. Garfield Antonio is the manager of each project where the company owns membership interest through the Red Hills Capital Advisors, which is a wholly-owned subsidiary of the company.

Note 11 – Commitments & Contingencies

On April 8th, 2021, the Company executed a Senior Secured Convertible Promissory Note, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”) with Leonite Capital, LLC Per the terms of the Agreements with Leonite Capital, LLC, the Company may borrow up to $500,000; of which $500,000 was tendered, which is open with right of redemption for one year. Prior to the maturity date of the Note, the Company at its option, has the right to redeem in cash in part or in whole, the amounts outstanding. Should the Fund wish to convert this debt into equity, the conversion price shall be sixty-five percent of the lowest Intraday price during the previous 21 days. Pursuant to the Agreements, the Company has earmarked the net proceeds for immediate cash infusion for normative working capital purposes and capital expenditures. Leonite Capital. has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time. The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the original Agreements which are Exhibits to this filing.

F-14

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and constraint of positive cash flow places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable profits and losses can be demonstrated. Therefore, any debt financing of our activities may be costly and result in substantial dilution to our stockholders.

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not includehave any adjustments that might be necessary if the Company isarrangements in place for any future financing. If we are unable to continue as a going concern.secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

 

NOTE 4 – NOTE PAYABLE, RELATED PARTYThe Company’s guarantees primarily relate to requirements under certain financial obligations and some contracts and have arisen through the normal course of business. These guarantees, with certain financial institutions, have both open and closed-ended terms; with remaining closed-ended terms up to 1.0 years and maximum potential future payments of approximately $1 million in the aggregate.

Note 12 - Related Party

 

The principal stockholder and the immediate past CEO have advanced funds to the Company from time to time. As of December 31, 2020,2021, and December 31, 2019,2020, the liability to the stockholders is $745,180$0 and $732,854$745,180 respectively.

 

The Company has borrowed from its current CEO an amount of $38,041 as disclosed in our 10-K of December 31, 2020. The amount is interest-free, convertible at the holder’s option, and is due on December 31, 2021, the same was repaid during the year 2021. As of December 31, 2021, and December 31, 2020, there was a Note payable to related parties is $ 38,041.0 and $ 38,041.

 

NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)The company’s short-term loan with NextBank International of $1,000,000 listed on note 7 is guaranteed by the President of the company, and the company has borrowed the full amount.

 

As of December 31, 2021, our membership interests valued at $18,471,239 through our wholly owned subsidiary Red Hills Capital StockAdvisors is managed by our President and Director.

Note 13 – Subsequent Events

On December 14, 2021, the SEC “Qualified” the Company’s Regulation A Registration.

 

The Company has 150,000,000 shares of authorized, common stock, out ofevaluated subsequent events through March 30, 2022, the date on which 125,048,768 sharesthese financial statements were issued, and outstanding as on December 31, 2020. The Company has amended its Certificate of Incorporationdetermined there are no material subsequent events to issue an aggregate of 3,000,000,000 shares of capital stock, of which 2,495,499,668 issued and outstanding. There is no Preferred Stock having been created nor issued. On February 11th, 2021, the company increased their Authorized share count to 3 Billion shares to accommodate for the issuance of the Acquisition shares in post-split amounts.disclose.

 

Common Stock

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.

 

 

 

 

 F-10F-15 

 

Preferred Stock

To date, no Preferred Stock has been Authorized nor issued.

Warrants

No warrants were issued or outstanding for the year ending December 31, 2020.

Stock Options

We currently have no stock option plan.

No stock options were issued or outstanding during years ended December 31, 2019 and 2018 respectively.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”), and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The Company’s suppliers may decrease production levels based on factory closures and reduced operating hours in those facilities. Likewise, the Company is dependent on its workforce to deliver its products. Developments such as social distancing and shelter-in-place directives may impact the Company’s ability to deploy its workforce effectively. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations.

Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. The Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time. If the pandemic continues, it may have a material effect on the Company’s results of future operations, financial position, and liquidity in the next 12 months.

On March 27, 2020, the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” was signed into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19.

The Company continues to examine the impact that the CARES Act may have on our business. Currently, management is unable to determine the total impact that the CARES Act will have on our financial condition, results of operations, or liquidity.

NOTE 7. SUBSEQUENT EVENTS

On February 11th, 2021 the company increased their Authorized share count to 3 Billion shares to accommodate for the issuance of the post-split amounts.

During the first quarter of 2021, the Company issued 2,250,000,000 common shares to acquire the assets and liabilities of RCK Development LLC (“RCK”) in a merger agreement. Additionally, the Company issued 125,000,000 common shares to settle 100% of the outstanding debt of the prior Director. The Company then effected a reverse 100:1 stock split.

F-11

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2020,2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2020,2021, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to the existence of material weaknesses identified below.

Ineffective control over the financial statements closing process;
Lack of segregation of duties; and
Inadequate monitoring of non-routine and non-systematic transactions.

 

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed 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.

 

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.2021. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2020, our Company’s internal control over financial reporting was not effective.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 

 

 1215 

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Officers and Directors

 

NameAgePosition
Garfield T. AntonioPosition54Director, President
Charles Arnold6970Director, Chief Executive Officer
Stalin A. Cruz48Director, Chief Financial Officer
Ronald Silver7778Director, Chairman
Kevin Humes6362PresidentDirector
Joseph Gibbons73Director
K. Bryce ToussaintRandy Avon49Chief Financial Officer
Stalin A. Cruz4781Director EVP of Finance & Investment Strategy

Garfield Antonio, 54, is the co-founder of The Velocity Companies a leading Real Estate Development Company headquartered in Washington DC. Additionally, Mr. Antonio is a minority owner of the Gastonia Honey Hunters an Atlantic League Minor League Baseball team. Mr. Antonio has more than 30 years of experience in banking, financing, and real estate development where he specializes in apartments and commercial real estate development that requires an understanding of Municipal Financing, Tax Incentive Financings (TIFs), Tax Exempt Bonds, Private Placement Bond Financing, Planned Community Developments, and pioneering emerging markets.

He has consulted on, and been responsible for, the acquisition, and development of large- and small-scale projects across the United States, primarily concentrating his activity in the Washington DC region. Prior to forming Velocity, Mr. Antonio worked as a senior executive for Riggs Bank NA and held other executive positions at both Mercantile Potomac Bank, and Silicon Valley Bank. Mr. Antonio served as the chief financial officer and senior development manager for the Saint Paul Community Development Corporation.

As a leading non-profit organization, this group developed affordable workforce housing, market rate condominiums, and commercial properties. The organization provided much-needed housing to some of the most underserved neighborhoods in Prince George’s County Maryland and the District of Columbia. Mr. Antonio has a Bachelor of Science degree in Marketing and Business Administration from Delaware State University.

 

Charles Arnold, 6970, assumed the role of CEO and was elected to the Board of Community Redevelopment Inc.Crosswind Renewable Energy Corp. on July 6, 2020. After overseeing the completion of the acquisition of the assets and liabilities of RCK Development LLC in a merger agreement, he will lead the Company as it provides commerce and affordable housing to underserved areas. As CEO, Mr. Arnold is focused on building partnerships between the public and private sector to improve low-income neighborhoods for residential, commercial, and industrial opportunities through government incentives and agreements.

 

Mr. Arnold has enjoyed tremendous success as an entrepreneur and has served as a consultant and advisor to public and private companies since 1992. His primary role has been to assist clients in making informed decisions on appropriate corporate structures, corporate governance, company strategy, disclosure, as well as guiding management on the selection of their professional team of bankers, lawyers, accountants, and key internal executives. Mr. Arnold has been responsible for financing, capitalizing, and structuring start-up companies from the inception stages to the public market, while providing management teams with a comprehensive set of strategies to increase the probability of successful execution and to set the stage for long-term shareholder returns. He looks forward to utilizing his vast amount of business experience to rebuild depressed communities, and to improve the quality of life in those communities, while providing investors with an opportunity to participate.

 

16

Mr. Arnold has traveled extensively to speak at both domestic and international investment conferences. After retiring from the lecture circuit to focus on his consulting and advisory practice, he remains in demand as a lecturer at seminars on entrepreneurship, business economics, and business development. Mr. Arnold has appeared in the Wall Street Journal and been quoted in Bloomberg, Reuters, and other financial publications. He also was a board member of the “Total Return Fund” and the “Income Plus Fund”. He was the president Sound Money Investors and is currently the CEO of Stemtech Corporation.

 

Stalin A. Cruz, 48, Mr. Cruz is an experienced, knowledgeable and successful financial services executive with over 26 years of expertise. His extensive knowledge of domestic and international markets has afforded him the ability to be a great asset to the industry. As a Director and the Executive Vice President of Finance and Investment Strategy for Community Redevelopment Inc., he provides the company with strategic direction to achieve its expansion goals, capital needs, and liquidity requirements.

Additionally, he is the Managing Partner and CEO of Cruz Capital Management, LP. Mr. Cruz is also a member of the capital markets team at a New York based full-service investment banking and brokerage firm. Prior to these ventures, he has held several principal positions throughout his Wall Street career. In the real estate sector, he has covered and dealt with REITs, hedge funds, institutional and private investors in CMBS trading, as well as debt and equity transactions.

Senator Ronald A. Silver, 7778, served in the Florida House of Representatives from 1978 to 1992. While in the Florida House, Senator Silver served in major positions, including Majority Whip (1984-1986) and Majority Leader (1986-1988). He also chaired various committees, including the Select Committee on Juvenile Justice, Criminal Justice, Ethics and Elections, as well as the Subcommittee of Appropriations on General Government. Senator Silver was elected to the Florida Senate in 1992 and subsequently re-elected, serving as the Majority (Democratic) leader for the 1994 session. During his last term in the Senate, he was designated by both the House and Senate as the Dean of the Legislature recognizing his standing as the longest serving member.

13

 

His career as a lawmaker has yielded a vast and extensive knowledge of public policy issues and the legislative process, allowing him to be an advocate and servant for his diverse community. Throughout his tenure in the Senate, Mr. Silver has been known to tackle tough issues, transcend partisanship and build strong coalitions. As Senator, he served on a variety of committees, and was chairman of both the Appropriations Subcommittee on Health and Human Services and Criminal Justice. His career in the Senate has earned praise from his colleagues, in both the legislature and other branches of government throughout the nation.

 

In 1993, Mr. Silver was elected Chairman of the Southern Legislative Conference (17 Southern States) of the Council of State Governments. Most recently, a new prescription drug plan for Medicare-eligible senior citizens in the State of Florida has been named the “Silver Saver” in his honor.

 

Since his retirement from the Senate in 2002, Mr. Silver also functions as President of his own consulting firm (Ron Silver & Associates) and maintains his law practice in Miami Beach, Florida. In addition, Mr. Silver served as the first chairman of the Florida Biofuels Association and is currently the immediate past chairman and a Member of the Board Directors of that organization.

 

Kevin Humes, 62,63, is a retired, disabled veteran who is the managing partner of USA International Holdings Co, U.S.A. AIA International Corp. During his 18 years of decorated service in the U.S. Army and prior to his medical discharge, Kevin was responsible for in-service recruitment, retention, education, and service member training for a company unit size of 300 personnel. Additional duties included assisting service members in preparation for departure from military service by utilizing all resources available to ensure a smooth transition.

 

In 2000, Mr. Humes founded and became President and CEO of the American Veterans Alliance (AVA), a veteran’s service organization. He also became President of the American Alliance for Disabled Veterans, a 501c-3 non-profit organization. Both organizations were founded to support veterans by assisting with providing education, employment, access to quality health care, and guidance in business and entrepreneurship.

  

17

Kevin’s legislative endeavors to support and empower veterans throughout the past 20 years have put the American Veterans Alliance and the American Alliance for Disabled Veterans front and center, advocating directly to the Secretary of Veteran Affairs, the Joint Chiefs of Staff, the Department of Defense, and the Department of Labor, along with many of America’s largest veteran organizations.

 

K. Bryce Toussaint, 49Joseph Gibbons,73, is a highly accomplished, result-driven entrepreneur with more than 20 years of business experience, including extensive workwas born in providing merger and acquisition consulting, raising capital (Equity and Debt), project and corporate finance, private equity due diligence and accounting systems integration, with an emphasisNew York City. He received his early education in the Energy (Renewable, E&P,New York City public school system and Midstream), Manufacturing, Nutraceuticalreceived a bachelor’s degree in Sociology from Calvin College in Grand Rapids Michigan. He also received a master’s degree in Public Administration from John Jay College of Criminal Justice of the City University of New York. He has been a resident of Florida since 1994.

Mr. Gibbons began his career at IBM in sales management and Technology industries. marketing positions, where he was awarded the IBM 100% Club Presidency Award for highest sales and business achievement nationwide. After 8 years, he left IBM to form his own business in retail and distribution of computer hardware and software in Michigan. He was President and General Manager of a computer manufacturing and distribution company headquartered in Toronto, Canada with national responsibility. He also worked with Ackerman LLP, a leading U.S. law firm, as a Public Policy Advisor.

Mr. ToussaintGibbons is well versed on SEC rules and regulationsalso known for his strong commitment to social issues, being elected City Commissioner of Hallandale Beach, the Broward County Planning Council, as well as Generally Accepted Accounting Principles promulgated byto the Florida House of Representatives; where he was Chair of the Legislative Black Caucus, as well Chair of the National Black Caucus Committee on Energy, Transportation, and Environment. Mr. Gibbons was elected to the Florida House of Representatives in 2006. His service focused on Business & Professional Regulations, Budget Economic Affairs, Energy and Utilities, Financial Accounting Standards Board. This expertise stems fromServices and Health Innovation. Mr. Gibbons was elected Chair of the Florida Legislative Black Caucus and the Minority Leader Pro Tempore. He also served as Chair of the National Black Caucus of State Legislators Energy, Transportation, and Environment Committee helping pass major legislation in both the Midwest and Southeastern Regions of the United States. Prior to his completionelection to the Florida House, he served one term as a City Commissioner in Hallandale Beach and the Broward County Planning Council.

Mr. Gibbons established and is currently President of numerous auditsGibbons Consulting Group. The company represents both large and small businesses with competences in Governmental lobbying and issue advocacy. A few of the private companies that have been engaged are Phillips Lighting (smart pole technology), Ultimate Software, ANF Construction Development, CLEAR, Edison Electric, Duke Energy, WEC Energy Group, and the Corradino Group. Advocacy issues represented include affordable housing, faith-based policy initiatives, deregulation, financial services, energy, municipal, state-run and federal appropriations.

Mr. Gibbons is nationally recognized for publiclyhis achievements, being appointed to the White House Conference on Small Business, and privately held companies,having made front cover of Nation’s Business Magazine, as well as being named the Small Business Administration “Minority Businessperson of the Year” for the Midwest Region as well as the invaluable knowledge“Entrepreneur of SEC rulesthe Year” by Chivas Regal.

Mr. Gibbons is currently a Member of the Henderson Behavioral Health Centers Board of Directors, the Audit and regulationsFinance Committee and the Board of the Primary Care Clinics for the Palm Beach County Hospital District and the Aventura Marketing Councils Chairman’s Round Table. He is Past President and the current Member of the Hallandale Rotary Club. In 2005, he gainedwas named Rotarian of the Year.

Randy Avon, 81, currently serves as both the CEO of the Asian Pacific Development Corporation, a multi-national business development and CFOinvestment company. There Mr. Avon he has overseen more than $22 billion in global infrastructure projects in 17 separate countries.

Mr. Avon is also well known and has been recognized for his social activism, having served in the Florida Legislature, a former President, and the CEOs of public companies. In addition,four World Trade Centers.  Mr. ToussaintAvon also served as the Chair of Organization of American States and has demonstratedbeen a United States delegate to the ability to streamline business operations that drive growthpast four Summits of the Americas. Mr. Avon is also the recipient of the Global Leaders Award and increase efficiency and bottom-line profit. He possesses strong qualificationsof the US State Department’s McKeithan Award for Outstanding International Achievements in developing and implementing financial controls and processes,the Private Sector, as well as productivity improvements and change management.being named one of South Florida’s “100 most power international leaders'' by CEO magazine.

 

Currently, Mr. Toussaint is the Chairman and Interim CEOAvon holds a BS in Business Administration from University of Principal Solar, Inc. a position he has held since September of 2018. Mr. Toussaint formally served as Chief Executive Officer and Board member of NASDAQ listed Corporation MYOS-Rens from December 2015 until 2016. Mr. Toussaint built the foundation of his career at KPMG LLP, where he served both foreign and domestic registrants with reporting, mergers and acquisitions consulting and other capital market engagements from December 1996 to June 2000. In between, he also built a successful consulting practice assisting businesses of various sizes with process improvement and compliance initiatives, developing their management teams, accounting and reporting structure, providing strategic and operational expertise, and raising equity and debt financing, generally serving in an interim management capacity.Florida, 1962.

 

 

 

 

 1418 

 

 

Mr. Toussaint has worked in more than seven countries including the United Kingdom, Spain, France, Mexico, and Central America, as he is bilingual in English and Spanish. Mr. Toussaint obtained both his Bachelor of Science in Accounting and his Master of Business Administration degrees from Louisiana State University in Baton Rouge, Louisiana. Mr. Toussaint is also certified as a CPA in the State of Texas.

Stalin A. Cruz, 47, Mr. Cruz is an experienced, knowledgeable and successful financial services executive with over 26 years of expertise. His extensive knowledge of domestic and international markets has afforded him the ability to be a great asset to the industry. As a Director and the Executive Vice President of Finance and Investment Strategy for Community Redevelopment Inc., he provides the company with strategic direction to achieve its expansion goals, capital needs, and liquidity requirements.

Additionally, he is the Managing Partner and CEO of Cruz Capital Management, LP. Mr. Cruz is also a member of the capital markets team at a New York based full-service investment banking and brokerage firm. Prior to these ventures, he has held several principal positions throughout his Wall Street career. In the real estate sector, he has covered and dealt with REITs, hedge funds, institutional and private investors in CMBS trading, as well as debt and equity transactions.

(b) Significant Employees.

 

None.If we lose the services of our key executive officers, our business would likely be materially and adversely affected. At this time, we do not currently have “key man” life insurance for any of our executive officers.

 

(c) Family Relationships.

 

None.

  

(d) Involvement in Certain Legal Proceedings.

 

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Registrant during the past ten years.

 

Number and Terms of Office of Officers and Directors

 

Each member of our Board of Directors serves for a term ending on the date of the annual meeting of stockholders following the annual meeting of the stockholders at which such director was elected. Notwithstanding the foregoing, each director shall serve until his or her successor is elected and qualified or until his or her death, resignation or removal. Our officers are appointed by our Board to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. Our Board has no nominating, audit or compensation committees.

 

Committees of the Board of Directors

 

We do not have a standing nominating, compensationaudit or auditcompensation committee. Rather, our full Board of Directors performs the functions of these committees. We do not believe itWhile the company is necessaryreviewing several qualified people for our Board of Directors to appoint such committees, because the volume of matters that come before our Board of Directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making.none have been formed yet. Additionally, because our common stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.

15

 

Director Nominations

 

Our full Board of Directors recommends candidates for nomination for election at the annual meeting of the stockholders. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

 

Code of Ethics

 

We have not yet adopted a code of ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. We expect that we will adopt a code of ethics in the near future.

19

 

Indemnification

 

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner, he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.Oklahoma.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under NevadaOklahoma law, we have been advised that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

Family Relationships

 

None.

 

Involvement in Certain Legal Proceedings

 

No executive officer, member of the Board of Directors or control person of our Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

 

ITEM 11. EXECUTIVE COMPENSATION

No compensation was paid during the fiscal years ended December 31, 2020 and 2019 to the Company’s executive officers.

16

Executive Compensation Philosophy

Our Board determines the compensation given to our executive officers in its sole determination. Our Board reserves the right to pay our executives or any future executives a salary, and/or issue them shares of stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, the Board reserves the right to grant performance-based stock options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Employment Agreements

None. 

Long-Term, Stock Based Compensation

 

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy, in the future, we may award our executives and any future executives with long-term, stock-based compensation,stock award, at the sole discretion of our Board, which we do not currently have any immediate plans to award.Board.

Director Compensation

Name and Principal Position Year Salary ($) Stock Awards ($) Total ($)
Garfield T. Antonio - President 2021 $50,000  $0  $50,000 
               
Charles Arnold - Chief Executive Officer 2021     2,510,000   2,510,000 
               
Stalin A. Cruz - Chief Financial Officer 2021     1,000,000   1,000,000 
               
Ronald Silver, Independent Director 2021     1,000,000   1,000,000 
               
Kevin Humes, Independent Director 2021     1,000,000   1,000,000 

 

 

 

Director Compensation

20

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our shareholders in a way that allows us to attract and retain the best executive talent. Additionally, in order to ensure our executive officers are compensated within the current industry ranges for their respective duties.

 

The Company’s two Directors do not receive any compensation.compensation incentives designed to further these goals take the form of annual cash compensation and equity awards, as well as long-term cash and/or equity incentives measured by Company and/or individual performance targets to be established by our Compensation Committee. In addition, our Compensation Committee may determine to make equity-based awards to new executive officers in order to attract talented professionals to serve us.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information regarding the beneficial ownership of our common stock as of March 30, 2021 by:

 

 each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
 each of our executive officers and directors that beneficially owns shares of our common stock; and
 all our executive officers and directors as a group.

 

In the table below, percentage ownership is based on 2,495,499,66844,077,038 shares of our common stock issued and outstanding as of March 30,December 31, 2021

 

Name and Title Amount and Nature of Beneficial Ownership  Percentage
of Class
 
Ronald Silver, Dir.  500,000,000   20% 
Kevin Humes, Dir.  500,000,000   20% 
Charles Arnold, Dir.  166,666,600   6.6% 
Stalin Cruz  500,000,000   20% 
Kendrick Toussaint  100,000,000   5% 
All Directors and Officers as a Group
None
  1,766,666,600   71.67% 
Name and Title 

Amount and Nature of

Beneficial Ownership

 

Percentage of

Class - Common
Garfield T Antonio, Dir. (1) 17,750,000 40.27%
Stalin A Cruz. Dir. 5,000,000 11.34%
Kevin Humes, Dir. 4,500,000 10.21%
Ronald Silver, Dir. 4,500,000 10.21%
Charles Arnold, Dir. (2) 2,666,667 6.05%
Randy Avon, Independent Dir. 1,000,000 2.27%
David E Price, Corporate Counsel 1,000,000 2.27%
All Directors and Officers as a Group 36,416,667 82.62%
   
Red Hills Capital Advisors(3) Preferred stock 1,000,000  

 

1The shares listed under Mr. Garfield Antonio include all shares he gifted to relatives.
 17
2

The shares listed under Mr. Charles Arnold include 1,666,667 shares in Crest Ventures LLC, of which Mr. Arnold is the beneficial owner.

 
3Red Hills Advisors LLC is managed by Mr. Garfield Antonio, our President and Director.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

None.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with regulatory filings. The aggregate fees billed by M.S. Madhava Rao, CPAChartered Accountant for professional services rendered for the audit of our annual financial statements included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, were $8000.00$21,500.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

 

Tax Fees. Tax fees consist of fees billed for tax planning services and tax advice. The board of directors must specifically approve all other tax services.

 

All Other Fees. Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not fall within any of the specified prohibited categories of services.

 

 

 

 1821 

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)The following documents are filed as part of this annual report:

 

(1)Financial Statements

 

 Report of Independent Registered Public Accounting FirmF-1
   
 Consolidated Balance SheetsF-4F-2
   
 Consolidated Statements of Operations and Comprehensive LossF-5F-3
Consolidated Statements of Stockholders’ DeficitF-4
   
 Consolidated Statements of Stockholders’ DeficitCash FlowsF-6F-5
   
 Consolidated Statements of Cash FlowsF-7
Notes to Consolidated Financial StatementsF-8F-6

 

(2)Financial Statements Schedules
  
 All financial statements schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this annual report.
  
(3)Exhibits
  
 We hereby file as part of this annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

 

31.1* Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification by the Chief Executive Officer (and Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*32.2** XBRL Instance Document.Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH*101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*Inline XBRL Taxonomy Extension Schema.Schema Document
101.CAL*101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase.Linkbase Document
101.LAB*101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase.Linkbase Document
101.PRE*101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase.Linkbase Document
101.DEF*104* Cover Page Interactive Data File (formatted in inline XBRL, Taxonomy Extension Definition Document.and included in exhibit 101).

 

*Filed herewith.
**Furnished herewith.
+Management contract, compensation plan or arrangement.

 

 

 

 1922 

 

 

SIGNATURES

 

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

 

 COMMUNITY REDEVELOPMENT INC.
   
Dated: April 14, 2021February 27, 2023By:/s/Richard Balles
  Charles ArnoldRichard Balles
  Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2023