CRDV 10-K & 10-Q changes, risk factors and insider trading
Community Redevelopment Inc. · OTC · Land Subdividers & Developers (No Cemeteries) · CIK 1084551 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a smaller reporting company this is not required.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Properties Acquired by the Red Hills Capital Advisors LLC.”
Largest changes
“On June 28th, 2022, as part of restructuring plan in an effort to reorient the company assets, the Company came to the conclusion that the Company’s expectations regarding infusion of available financing had not materialized, to the harm of Community Redevelopment Inc., and that further attempted continuation of said Agreement was of no value and in fact detrimental to the overall financial condition of the Company. As such, management made the decision to Rescind the September 21st, 2021 Agreement with Red Hills placing these interests into our Company.”see in full comparison
“As such, by the Rescission Agreement removing Red Hills as part of the Company, the above-listed assets were removed from the company as part of this first phase of restructuring during this third Quarter of 2022. As it was a Rescission, all 18.5 million shares issued to Red Hills as consideration for these removed assets are to be returned to the Treasury of the Company, placing each side in a state of equipoise exactly as they were just prior to said Agreement.”see in full comparison
“Community Redevelopment, Inc. was incorporated in the State of Oklahoma on August 16th, 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 changing the core business of the Company which is now that of the newly merged business called Community Redevelopment, Inc. Community Redevelopment, Inc. …”see in full comparison
“We will build the company’s assets and revenues through targeted mergers, acquisitions and joint-ventures specifically of database technology, small business financial boutique companies, accounting firms, and businesses with manufacturing and real estate properties. We will provide an experienced management team with many years of management and business expertise to provide the highest levels of management support overseeing companies in different corporate verticals. …”see in full comparison
“Community Redevelopment, Inc. was formed on August 16, 2010, as Crosswind Renewable Energy Corp. an Oklahoma corporation and was formally renamed as Community Redevelopment Inc. on June 24, 2020. The company Community Redevelopment Inc., will now operate as a holding company and will target strategic companies for business growth in targeted business verticals, such software financials, accounting, healthcare and real estate. Our vision is to identify and target multiple businesses within various verticals such as finance, software technology, accounting, healthcare and real estate. …”see in full comparison
Full comparison: every changed paragraph (18)
Community Redevelopment, Inc. was incorporated in the State of Oklahoma on August 16th, 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 changing the core business of the Company which is now that of the newly merged business called Community Redevelopment, Inc. 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’s name was formally changed to Community Redevelopment Inc. (CRDV) on June 24th, 2020, as part of the overall transaction and to reflect the new mission of the company.
In Q4 of 2024, the Company changed its core business structure from solely multi-family housing to include different business verticals while changing its corporate place of domicile by incorporating in the State of Colorado. The company Community Redevelopment Inc., will now operate as a business holding company and will target strategic businesses and targeted companies for incremental business growth in targeted verticals, such technical, accounting, small business financing, healthcare and business real estate.
We will build the company’s assets and revenues through targeted mergers, acquisitions and joint-ventures specifically of database technology, small business financial boutique companies, accounting firms, and businesses with manufacturing and real estate properties. We will provide an experienced management team with many years of management and business expertise to provide the highest levels of management support overseeing companies in different corporate verticals. Our vision is to identify, target and acquire companies that will help Community Redevelopment Inc., grow with timely acquisitions of businesses in multiple verticals. This will provide long-term value to investors while staying true to our mission of enhancing critical management of disparate vertical companies.
Community Redevelopment, Inc. was formed on August
16, 2010, as Crosswind Renewable Energy Corp. an Oklahoma corporation and was formally renamed as Community Redevelopment Inc. on June
24, 2020. The company Community Redevelopment Inc., will now operate as a holding company and will target strategic companies for business
growth in targeted business verticals, such software financials, accounting, healthcare and real estate. Our vision is to identify and
target multiple businesses within various verticals such as finance, software technology, accounting, healthcare and real estate. This
will provide long-term value to investors while staying true to our mission of enhancing communities.
Our focus is to acquire existing
revenue based companies with experienced management, direction, growth and investment capital for growth of the companies and ultimately
the parent company as the holder. 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.
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:
On June 28th, 2022, as part
of restructuring plan in an effort to reorient the company assets, the Company came to the conclusion that the Company’s expectations
regarding infusion of available financing had not materialized, to the harm of Community Redevelopment Inc., and that further attempted
continuation of said Agreement was of no value and in fact detrimental to the overall financial condition of the Company. As such, management
made the decision to Rescind the September 21st, 2021 Agreement with Red Hills placing these interests into our Company.
As such, by the Rescission
Agreement removing Red Hills as part of the Company, the above-listed assets were removed from the company as part of this first phase
of restructuring during this third Quarter of 2022. As it was a Rescission, all 18.5 million shares issued to Red Hills as consideration
for these removed assets are to be returned to the Treasury of the Company, placing each side in a state of equipoise exactly as they
were just prior to said Agreement.
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 Company is not a “shell
company,” since its filing of its Form 10 with the SEC on March 01, 2025, and has formal operations, emplaced Board, an Audit Committee
and actively pursuing several current projects, despite having no cash on hand since the change in control on December 2nd
2023.2024. As of March 1, 2025, the Company had $6,500 in 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 still maintains
all types of Convertible Promissory Note, Securities Purchase Agreement, and short term loans from fiscal years 2021, 2022 and 2022.2023.
For the twelve months ended
December 31, 2023,2024, ourwe totalhad operating expenses were $494,987.58.$958,431.
For the twelve months ended
December 31, 2023,2024, ourwe totalhad operating$958,431, expensesfor werethe $494,987.58.reasons explained above.
Total loss was $494,987.58$958,431the
the twelve months ended December 31, 2023.2024. This unrealized loss on investments, which is the dollar value of the common shares to be issued
for to Phillip Sands, Michael Zinc, Midfett Parker, Thomas Rand, Laura Fritts, First Funding, SC & H, Doty Scott Enterprise, Practice
LLP, Insight Accounting, Leonite Capital, Rent Coetzee, Global One, and M S Madhava Rao.
The Company’s cash and cash equivalents balance was $-64.00 as of December 31, 2024.
Net cash provided in the Company’s operating activities during the twelve months ended December 31, 2024, was $-64.00.
WeThe new management in the
new fiscal year 2025 is committed to reduce or eliminate the cumulative deficit of $60,097,918 and we have a working capital deficit of
$49,900,253.58 by converting to a special class of preferred shares As of December 30, 2024,
our cash balance was $-64 we believe we will require
a minimum of $10,000,000 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.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated loss of $60,798,004 as of September 30, 2023. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.”see in full comparison
“Net cash provided in financing activities for the quarter ended September 30, 2023, and 2022 was $497,600 and $170,000 respectively. The change was primarily due increase in proceeds for shares committed $30,000, an increase in notes payable of $450,000, an increase in shareholders loan of $17,600 between the two periods.”see in full comparison
“The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts.”see in full comparison
Net cash provided/(used) in the Company’s operatingsee in full comparisonoperatingactivities during thesixnine months endedJuneSeptember 30, 2023, was$74,394$131,083 as compared to net cash used in the operating activities of$813,031$1,011,070 during the corresponding period endedJuneSeptember 30, 2022. The change was primarily due to decrease in net loss and an increased prepaid expenses of$60,910,$74,965, an increase in accounts payable of$173,370,$147,870, an increase in interest payable of$62,400, an$105,389 increase innotethe advancespayable of $97,600 and$29,276 an increase of$135,433$183,933 in the accrued expenses between the two periods.
Net loss wassee in full comparison$336,000$700,086 compared to a net loss of$758,450$1,913,124 for thesixnine months endedJuneSeptember 30, 2023, andJuneSeptember 30, 2022. The decrease is attributable to a total decreasedecreaseof$446,371$968,194 in general administration expenses and anincreasedecrease in other expenses of$42,420$245,038 and an increase in gross profit of$18,500.$195.
Other Income/(Expense)see in full comparisonincreaseddecreased to $(79,66197,650) for the period endedJuneSeptember 30, 2023, from $(37,241342,688) for the period endedJuneSeptember 30, 2022. The decrease was directly related to the swings in derivative fair values of$308,422.$208,727. This was offset by a decrease in interest expense of$265,950$436,632 and other income of $17,752 when compared to the period endedJuneSeptember 30, 2022.
Full comparison: every changed paragraph (31)
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 fiscal 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 JuneSeptember 30.
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:$18,471,239.
The Company is not a “shell company,”
since its filing of its Form 10 with the SEC on January 19, 2021, as it has formal operations, emplaced Board, and actively pursuing several
current projects, despite having no significant cash on hand since the change in control of July 6th, 2020. As of JuneSeptember
30, 30,
2023, the Company had $176,123 in cash. The Company intends to comply with the periodic reporting requirements of the Exchange Act
for for
so long as it is subject to those requirements.
The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has accumulated loss of $60,798,004 as of September 30, 2023. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon its abilities to generate revenues, to continue to raise investment capital, and develop and implement its business plan. No assurance can be given that the Company will be successful in these efforts.
Since its inception on August 16, 2010, the Company
had accumulated deficit of $60,433,918$60,798,004 as of three months ended JuneSeptember 30, 2023.
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. As
of JuneSeptember 30, 2023, 75,760,32186,038,098 shares of common stock were issued and outstanding.
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 JuneSeptember 30,
2023, 2023,
0 shares of preferred stock were issued and outstanding.
For the Three Months Ended JuneSeptember 30, 2023, and
2022
The Company has earned $17,500
in revenue from underwriting services$0 for the three months ended JuneSeptember 30, 2023.2023 compared to $10,645 for the three months ended September 30, 2022.
For the three months ended JuneSeptember 30, 2023,
our our
total operating expenses were $70,876$328,598 compared to $422,560$850,421 for the three months ended JuneSeptember 30, 2022, resulting in a decrease
of $351,684.
$521,823. The decrease is attributable to a total decrease of $351,684$521,823 in general administration expenses.
Net Operating loss was $53,376$328,598 compared to net
Operating loss of $422,560$850,421 for the three months ended JuneSeptember 30, 2023, and JuneSeptember 30, 2022, for the reasons explained above.
Net loss was $88,865$364,087 compared
to a net loss of $610,074$1,154,674 for the three months ended JuneSeptember 30, 2023, and JuneSeptember 30, 2022. The decrease is attributable to a total
decrease decrease
of $351,684$521,823 in general administration expenses and an decrease in other expenses of $152,025$269,959 and an increase in gross profit
of $17,500.$1,195.
Net loss from discontinuing Operations was $ 0$0
compared to a net loss of $ 8,158,7390 for the three months ended JuneSeptember 30, 2023, and JuneSeptember 30, 2022 respectively. The decrease is attributable
to discontinuing operations related to Investments in Real Estate Membership Interests.
Other Income/(Expense) decreased to $(35,489)
for the period ended JuneSeptember 30, 2023, from $(187,514305,447) for the period ended JuneSeptember 30, 2022. The decrease was directly related to
the swings
in derivative fair values of $56,315.$99,695. This was offset by a decrease in interest expense of $95,710$206,171 when compared to the period
ended June
September 30, 2022.
For the SixNine Months Ended JuneSeptember 30, 2023, and 2022
The Company has earned $24,450$6,950
in revenue from real estate brokerage & underwriting services for the sixnine months ended JuneSeptember 30, 2023.2023 compared to $10,645 for the nine months ended
September 30, 2022.
For the sixnine months ended JuneSeptember 30, 2023,
our total
operating expenses were $274,839$603,437 compared to $721,209$1,571,631 for the sixnine months ended JuneSeptember 30, 2022, resulting in a decrease
of $446,371.$968,194. The
decrease is attributable to a total decrease of $446,371$968,194 in general administration expenses.
Net Operating loss was $256,339$603,437 compared to net
Operating loss of $721,209$1,571,631 for the sixnine months ended JuneSeptember 30, 2023, and JuneSeptember 30, 2022, for the reasons explained above.
Net loss was $336,000$700,086 compared
to a net loss of $758,450$1,913,124 for the sixnine months ended JuneSeptember 30, 2023, and JuneSeptember 30, 2022. The decrease is attributable to a total
decrease decrease
of $446,371$968,194 in general administration expenses and an increasedecrease in other expenses of $42,420$245,038 and an increase in gross profit
of $18,500.$195.
Net loss from discontinuing Operations was $ 0$0
compared to a net loss of $ 8,158,739 for the threenine months ended JuneSeptember 30, 2023, and JuneSeptember 30, 2022 respectively. The decrease
is attributable
to discontinuing operations related to Investments in Real Estate Membership Interests.
Other Income/(Expense) increaseddecreased to $(79,66197,650)
for the period ended June
September 30, 2023, from $(37,241342,688) for the period ended JuneSeptember 30, 2022. The decrease was directly related to the swings
in derivative
fair values of $308,422.$208,727. This was offset by a decrease in interest expense of $265,950$436,632 and other income of $17,752 when compared to the
period ended
June September 30, 2022.
The Company’s cash and cash equivalents
balance was $176,123$118,245 as of JuneSeptember 30, 2023.
Net cash provided/(used) in the Company’s
operating operating
activities during the sixnine months ended JuneSeptember 30, 2023, was $74,394$131,083 as compared to net cash used in the operating activities
of $813,031
$1,011,070 during the corresponding period ended JuneSeptember 30, 2022. The change was primarily due to decrease in net loss and an increased
prepaid expenses
of $60,910,$74,965, an increase in accounts payable of $173,370,$147,870, an increase in interest payable of $62,400, an$105,389 increase in notethe
advances payable of $97,600
and$29,276 an increase of $135,433$183,933 in the accrued expenses between the two periods.
Net cash used in investing activities for the quarter ended JuneSeptember
30, 30,
2023, and 2022 was $0$350,000 and $0, respectively.
Net cash provided in financing activities for the quarter ended September 30, 2023, and 2022 was $497,600 and $170,000 respectively. The change was primarily due increase in proceeds for shares committed $30,000, an increase in notes payable of $450,000, an increase in shareholders loan of $17,600 between the two periods.
Net cash used in financing activities for the quarter ended June 30,
2023, and 2022 was $0 and $0, respectively.
Since its inception on August 16, 2010, the Company
had a cumulative deficit of $60,433,918$60,798,004 and we have a working capital deficit of $5,443,413$6,131,916 as of JuneSeptember 30, 2023. Our future growth
is is
dependent upon achieving further purchase orders and execution, management of operating expenses and the ability of the Company to
obtain obtain
the necessary financing to fund future obligations, and upon profitable operations.
As of JuneSeptember 30, 2023, our cash balance was
$118,245 $176,123
we believe we will require a minimum of $5,000,000 in working capital over the next 12 months to grow the company as currently
planned, planned,
covering our operating costs and maintaining our regulatory reporting and filings. Should our revenues not materialize as expected,
or 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.
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 JuneSeptember 30, 2023.
Stock-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 of JuneSeptember 30, 2023.
CRDV insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding CRDV (13F)
None of the 59 investors we track reported a position in their latest 13F.