Small Business Development : SBDG Annual Report 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

SMALL BUSINESS DEVELOPMENT GROUP, INC.

2500 Regency Pkwy, Cary, NC 27518

919-654-6870

www.sbdgstock.com

[e-mail]

SIC: 6719

Annual Report

For the Period Ending

December 31, 2021

(the "Reporting Period")

As of December 31, 2021, the number of shares outstanding of our Common Stock was:

10,360,444

As of September 30, 2021, the number of shares outstanding of our Common Stock was:

10,360,444

As of December 31, 2020, the number of shares outstanding of our Common Stock was:

10,360,444

As of December 31, 2021, the number of shares outstanding of our Preferred Stock was:

1

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☒ No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
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1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Predecessor names and dates:

1. XORC, INC. - March 16, 1998
2. MEDIPLACE, INC. - November 30, 1998
3. VIROGEN, INC.- December 31, 2007
4. SMALL BUSINESS DEVELOPMENT GROUP, INC. - September 4, 2013

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

March 16, 1998 in the state of Texas,

Active

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

2500 Regency Pkwy, Cary, NC 27518

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☒

No: ☐

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

In January 2016, we filed for reorganization under chapter 11 of the US Bankruptcy Code after a group of insiders filed a civil lawsuit against our Company and our officers alleging malfeasance and mismanagement of funds. On May 6, 2016, the US Bankruptcy Court dismissed the lawsuit. After a number of liabilities of our Company were successfully resolved, our chapter 11 reorganization plan was withdrawn, and we were dismissed from bankruptcy on July 25, 2016.

2)	Security Information
Trading symbol:	SBDG
Exact title and class of securities outstanding:	Common
CUSIP:		83165V108
Par or stated value:	.0001
Total shares authorized:	30,000,000	as of date: December 31, 2021
Total shares outstanding:	10,360,444	as of date: December 31, 2021

OTC Markets Group Inc.
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Number of shares in the Public Float2:	950,564	as of date: December 31, 2021
Total number of shareholders of record:	20	as of date: December 31, 2021

All additional class(es) of publicly traded securities (if any):

Trading symbol:
Exact title and class of securities outstanding:
CUSIP:
Par or stated value:
Total shares authorized:		as of date:
Total shares outstanding:		as of date:
Transfer Agent
Name:	ClearTrust, LLC
Phone:	[phone]
Email:	[e-mail]
Address: 16540 Point Village Dr., Suite 205 Lutz, FL 33558 US
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent Fiscal
Year End:	Opening Balance		*Right-click the rows below and select "Insert" to add rows as needed.
Date December 31,2020Common: 10,360,444
		Preferred: 1
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/	Reason for	Restricted or	Exemption
Transaction	type (e.g. new	Shares	Securities	shares	shares	Entity Shares	share issuance	Unrestricted	or
		issuance,	Issued (or		issued	issued at a	were issued to	(e.g. for cash or	as of this	Registration
		cancellation,	cancelled)		($/per	discount to	(entities must	debt	filing.	Type.
		shares				share) at	market	have individual	conversion)
		returned to				Issuance	price at the	with voting /	-OR-
		treasury)					time of	investment	Nature of
							issuance?	control	Services
							(Yes/No)	disclosed).	Provided

1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 3 of 22

Shares Outstanding on Date of This Report:

Ending Balance

Ending Balance:

Date December 31, 2021Common: 10,360,444

Preferred: 1

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2019, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2017 through September 30, 2019 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

None

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of Note

Outstanding

Principal

Interest

Maturity Date

Conversion Terms (e.g.

Name of Noteholder

Reason for

Issuance

Balance ($)

Amount

Accrued

pricing mechanism for

(entities must have

Issuance (e.g.

at

($)

determining conversion

individual with

Loan, Services,

Issuance

of instrument to shares)

voting / investment

etc.)

($)

control disclosed).

Use the space below to provide any additional details, including footnotes to the table above:

None

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by4:

Name:	Robert E Crowson, Jr.
Title:	CPA
Relationship to Issuer:	Financial Support

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

OTC Markets Group Inc.
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1. Balance sheet;
2. Statement of income;
3. Statement of cash flows;
4. Statement of Changes in Shareholders' Equity
5. Financial notes; and
6. Audit letter, if audited

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the document(s) containing the required financial statements by indicating the document name, period end date, and the date that it was posted to OTCIQ in the field below. Financial Statements must be compiled in one document.

Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.

1. Issuer's Business, Products and Services

The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:

A. Summarize the issuer's business operations (If the issuer does not have current operations, state "no operations")

Small Business Development Group, Inc. operates as a holding company, and as such, it may own either majority control or a minority position in the businesses it acquires. SBDG is actively seeking businesses for its portfolio, and specifically seeks stable businesses that have demonstrated modest but predictable growth and profitability over time. In brief, SBDG is interested in acquiring boring tortoises rather than flashy hares. Holding companies such as SBDG offer an advantage to investors; the diversity of its holdings spreads the risk among several different business sectors. Consequently, an unforeseen collapse in one sector may be offset by gains in another. Typical acquisition targets would be manufacturers or service providers that have been in business for five years; have demonstrated modest but stable profitability and growth; that have maintained sound business fundamentals; and that are owned by "baby boomers" seeking to retire with an exit strategy. This business structure is advantageous in that a Pink Sheet company operating as a holding company is allowed to acquire either privately-held or other publicly-traded corporations, including those trading on higher-level exchanges, while avoiding the expense of compliance required of a fully-reporting company under SEC regulations. Any corporation like SBDG is, however, fully accountable under SEC Rule 10b-5 which defines and governs illegal and unethical practices

1. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of such entity's business, contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference
   None
2. Describe the issuers' principal products or services, and their markets
   Crisis Management

As a result of the COVID-19 crisis, business owners and management teams face significant challenges as we emerge from a global lockdown. We still face the uncertainty as to the future of the pandemic and its true economic impact. SBDG offers management consulting services that has the significant advantage of the strength of the entire SBDG network.

• Additionally, as SBDG is actively pursuing acquisitions, the SBDG team will be recommending clients for SBDG management for acquisition consideration.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 5 of 22