10-Q - GLGI - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

10-Q

(Mark One)

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

For the quarterly period ended November 30, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number

000-26331

GREYSTONE

LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Oklahoma	75-2954680
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
1613 East 15^th^ Street, Tulsa, Oklahoma	74120
---	---
(Address<br> of principal executive offices)	(Zip Code)

(918)583-7441

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Title<br> of each class	Trading<br> Symbol	Name<br> of each exchange on which registered
NONE	GLGI	NONE

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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post and submit such files). Yes ☒ No ☐

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

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br>filer ☒	Smaller<br>reporting company ☒
	Emerging<br>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 checkmark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicableonly to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

January

13, 2023 – 28,279,701

GREYSTONE

LOGISTICS, INC.

FORM

10-Q

For

the Period Ended November 30, 2022

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
	Consolidated Balance Sheets (Unaudited) As of November 30, 2022 and May 31, 2022	1
	Consolidated Statements of Income (Unaudited) For the Six Months Ended November 30, 2022 and 2021	2
	Consolidated Statements of Operations (Unaudited) For the Three Months Ended November 30, 2022 and 2021	3
	Consolidated Statements of Changes in Equity (Unaudited) For the Six Months Ended November 30, 2022 and 2021	4
	Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended November 30, 2022 and 2021	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II. OTHER INFORMATION		19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES		20

PART

I. FINANCIAL INFORMATION

Item1. Financial Statements

Greystone Logistics, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

			May 31, 2022
Assets
Current Assets:
Cash	1,019,246		$	3,143,257
Accounts receivable -
Trade	4,386,851			6,001,049
Related parties	212,701			252,112
Other	-			156,162
Inventory	5,107,021			4,112,496
Prepaid expenses	171,731			148,078
Total Current Assets	10,897,550			13,813,154
Property, Plant and Equipment, net	28,315,962			31,876,765
Right-of-Use Operating Lease Assets	5,435,198			55,535
Total Assets	44,648,710		$	45,745,454
Liabilities and Equity
Current Liabilities:
Current portion of long-term debt	2,101,460		$	4,160,403
Current portion of financing leases	47,151			1,630,895
Current portion of operating leases	244,242			33,881
Accounts payable and accrued liabilities	5,550,436			7,820,837
Deferred revenue	23,007			5,329,047
Preferred dividends payable	119,349			85,377
Total Current Liabilities	8,085,645			19,060,440
Long-Term Debt, net of current portion and debt issuance costs	14,964,060			9,306,037
Financing Leases, net of current portion	39,571			532,148
Operating Leases, net of current portion	5,190,956			21,654
Deferred Tax Liability	1,762,694			1,743,694
Equity:
Preferred stock, 0.0001 par value, cumulative, 20,750,000 shares authorized, 50,000 shares issued<br> and outstanding, liquidation preference of 5,000,000	5			5
Common stock, 0.0001 par value, 5,000,000,000 shares authorized, 28,279,701 shares issued and<br> outstanding,	2,828			2,828
Additional paid-in capital	53,533,272			53,533,272
Accumulated deficit	(38,930,321	)		(39,838,449	)
Total Greystone Stockholders’ Equity	14,605,784			13,697,656
Non-controlling interest	-			1,383,825
Total Equity	14,605,784			15,081,481
Total Liabilities and Equity	44,648,710		$	45,745,454

All values are in US Dollars.

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

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Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Income

For the Six Months Ended November 30,

(Unaudited)

	2022			2021
Sales	$	31,055,273		$	30,618,966
Cost of Sales		27,369,753			28,179,906
Gross Profit		3,685,520			2,439,060
Selling, General and Administrative Expenses		2,311,579			2,352,504
Operating Income		1,373,941			86,556
Other Income (Expense):
Gain from forgiveness of debt		-			3,068,497
Gain on deconsolidation of variable interest entity		569,997			-
Other income		6,318			32,043
Interest expense		(507,762	)		(429,123	)
Income before Income Taxes		1,442,494			2,757,973
Benefit from (Provision for) Income Taxes		(256,000	)		135,000
Net Income		1,186,494			2,892,973
Income Attributable to Non-controlling Interest		(49,599	)		(137,951	)
Preferred Dividends		(228,767	)		(162,945	)
Net Income Attributable to Common Stockholders	$	908,128		$	2,592,077
Income Per Share of Common Stock -
Basic and Diluted	$	0.03		$	0.09
Weighted Average Shares of Common Stock Outstanding -
Basic		28,279,701			28,472,676
Diluted		28,773,207			32,301,736

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

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Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended November 30,

(Unaudited)

	2022			2021
Sales	$	12,101,674		$	15,844,567
Cost of Sales		10,879,300			14,867,601
Gross Profit		1,222,374			976,966
Selling, General and Administrative Expenses		1,205,988			1,133,900
Operating Income (Loss)		16,386			(156,934	)
Other Income (Expense):
Other income		683			5,218
Interest expense		(288,316	)		(205,769	)
Loss before Income Taxes		(271,247	)		(357,485	)
Benefit from Income Taxes		84,000			128,000
Net Loss		(187,247	)		(229,485	)
Income Attributable to Non-controlling Interest		-			(68,332	)
Preferred Dividends		(119,349	)		(81,027	)
Loss Attributable to Common Stockholders	$	(306,596	)	$	(378,844	)
Loss Per Share of Common Stock -
Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted Average Shares of Common Stock Outstanding -
Basic and diluted		28,279,701			28,561,201

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

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Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Six Months Ended November 30, 2022 and 2021

(Unaudited)

		Amount		Shares		Amount		Capital		Deficit			Equity			Interest			Equity
				Common Stock				Additional<br>Paid-in		Accumulated			Total Greystone Stockholders’			Non-<br><br> <br>controlling			Total
		Amount		Shares		Amount		Capital		Deficit			Equity			Interest			Equity
Balances, May 31, 2021	50,000	$	5		28,361,201	$	2,836	$	53,790,764	$	(43,776,927	)	$	10,016,678		$	1,236,362		$	11,253,040
Stock options exercised	-		-		200,000		20		23,980		-			24,000			-			24,000
Cash distributions	-		-		-		-		-		-			-			(52,200	)		(52,200	)
Preferred dividends, 1.64 per share	-		-		-		-		-		(81,918	)		(81,918	)		-			(81,918	)
Net income	-		-		-		-		-		3,052,839			3,052,839			69,619			3,122,458
Balances, August 31, 2021	50,000		5		28,561,201		2,856		53,814,744		(40,806,006	)		13,011,599			1,253,781			14,265,380
Preferred dividends, 1.62 per share	-		-		-		-		-		(81,027	)		(81,027	)		-			(81,027	)
Net income (loss)	-		-		-		-		-		(297,817	)		(297,817	)		68,332			(229,485	)
Balances, November 30, 2021	50,000	$	5		28,561,201	$	2,856	$	53,814,744	$	(41,184,850	)	$	12,632,755		$	1,322,113		$	13,954,868
Balances, May 31, 2022	50,000	$	5		28,279,701	$	2,828	$	53,533,272	$	(39,838,449	)	$	13,697,656		$	1,383,825		$	15,081,481
Capital Contribution	-		-		-		-		-		-			-			1,669,000			1,669,000
Deconsolidation of variable interest entity	-		-		-		-		-		-			-			(3,102,424	)		(3,102,424	)
Preferred dividends, 2.19 per share	-		-		-		-		-		(109,418	)		(109,418	)		-			(109,418	)
Net income	-		-		-		-		-		1,324,142			1,324,142			49,599			1,373,741
Balances, August 31, 2022	50,000		5		28,279,701		2,828		53,533,272		(38,623,725	)		14,912,380			-			14,912,380
Preferred dividends, 2.39 per share	-		-		-		-		-		(119,349	)		(119,349	)		-			(119,349	)
Preferred dividends	-		-		-		-		-		(119,349	)		(119,349	)		-			(119,349	)
Net loss	-		-		-		-		-		(187,247	)		(187,247	)		-			(187,247	)
Net<br> income (loss)	-		-		-		-		-		(187,247	)		(187,247	)		-			(187,247	)
Balances, November 30, 2022	50,000	$	5		28,279,701	$	2,828	$	53,533,272	$	(38,930,321	)	$	14,605,784		$	-		$	14,605,784
Ending balance	50,000	$	5		28,279,701	$	2,828	$	53,533,272	$	(38,930,321	)	$	14,605,784		$	-		$	14,605,784

All values are in US Dollars.

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

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Greystone Logistics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended November 30,

(Unaudited)

	2022			2021
Cash Flows from Operating Activities:
Net income	$	1,186,494		$	2,892,973
Adjustments to reconcile net income to net cash provided by (used in) operating activities -
Gain on forgiveness of debt		-			(3,068,497	)
Gain on deconsolidation of variable interest entity		(569,997	)		-
Gain on sale of assets		-			(22,336	)
Depreciation and amortization		2,722,174			2,784,864
Deferred tax expense (benefit)		19,000			(135,000	)
Decrease (increase) in trade accounts receivable		1,770,360			(147,493	)
Decrease in related party receivables		39,411			51,336
Increase in inventory		(994,525	)		(937,363	)
Increase in prepaid expenses		(23,653	)		(249,359	)
Increase (decrease) in accounts payable and accrued liabilities		(2,153,136	)		757,788
Increase (decrease) in deferred revenue		(5,306,040	)		10,551,925
Net cash provided by (used in) operating activities		(3,309,912	)		12,478,838
Cash Flows from Investing Activities:
Purchase of property, plant and equipment		(1,805,395	)		(1,538,664	)
Deconsolidation of variable interest entity		(2,806	)		-
Proceeds from sale of assets		-			50,000
Net cash used in investing activities		(1,808,201	)		(1,488,664	)
Cash Flows from Financing Activities:
Proceeds from long-term debt		8,707,426			837,000
Payments on long-term debt and financing leases		(4,823,623	)		(3,146,683	)
Payments on related party note payable and financing lease		(3,340,533	)		(277,777	)
Proceeds from revolving loan		1,090,648			1,400,000
Payments on revolving loan		(42,867	)		-
Proceeds from stock options exercised		-			24,000
Payments for debt issuance costs		(71,154	)		(4,752	)
Dividends paid on preferred stock		(194,795	)		(162,945	)
Capital contribution to non-controlling interest		1,669,000			-
Distributions paid by non-controlling interest		-			(52,200	)
Net cash provided by (used in) financing activities		2,994,102			(1,383,357	)
Net Increase (Decrease) in Cash		(2,124,011	)		9,606,817
Cash, beginning of period		3,143,257			4,387,533
Cash, end of period	$	1,019,246		$	13,994,350
Non-cash Activities:
Refinancing of certain term loans	$	2,669,892		$	-
Deconsolidation of net assets of variable interest entity	$	3,102,424		$	-
Acquisition of equipment through financing lease	$	-		$	24,441
Capital expenditures in accounts payable	$	8,863		$	124,331
Preferred dividend accrual	$	119,349		$	-
Supplemental information:
Interest paid	$	505,723		$	425,338
Income taxes paid	$	160,000		$	255,000

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

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Greystone

Logistics, Inc. and Subsidiaries

Notes

to Consolidated Financial Statements

(Unaudited)

Note1. Basis of Financial Statements

In the opinion of Greystone Logistics, Inc. (“Greystone”), the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications, which are of a normal recurring nature, necessary to present fairly its financial position as of November 30, 2022, the results of its operations for the six months and three months ended November 30, 2022 and 2021 and its changes in equity and cash flows for the six months ended November 30, 2022 and 2021. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the fiscal year ended May 31, 2022 and the notes thereto included in the Form 10-K for such period. The results of operations for the six months and three months ended November 30, 2022 and 2021 are not necessarily indicative of the results to be expected for the full fiscal year.

The consolidated financial statements of Greystone include its wholly-owned subsidiaries, Greystone Manufacturing, L.L.C. (“GSM”) and Plastic Pallet Production, Inc. (“PPP”), and the variable interest entity, Greystone Real Estate, L.L.C. (“GRE”) for the period from June 1, 2022 through July 29, 2022. All material intercompany accounts and transactions have been eliminated in the consolidated financial statements.

GRE,

which is wholly-owned by a member of Greystone’s Board of Directors, owns two primary manufacturing facilities which are occupied by Greystone. Effective July 29, 2022, GRE paid off its mortgage payable and, in conjunction with Greystone’s refinancing described in Note 6, GRE was removed from the cross-collateralization in the loan agreement between Greystone and International Bank of Commerce. Following these transactions, Greystone was no longer determined to be the primary beneficiary of GRE. Accordingly, GRE was deconsolidated from Greystone’s consolidated financial statements as of July 29, 2022, resulting in the recognition of a gain in the amount of $569,997. Subsequent to the deconsolidation, Greystone entered into a new lease agreement with the related party and recorded right of use assets and liabilities for the new lease, see Note 7.

Note2. Earnings Per Share

Basic earnings per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income attributable to common stockholders by the weighted-average number of common shares used in the basic earnings per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding.

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Greystone excludes equity instruments from the calculation of diluted earnings per share if the effect of including such instruments is anti-dilutive. Instruments which have an anti-dilutive effect for the periods ended November 30 are as follows:

Schedule of Anti-dilutive Earnings Per Share


For the six months ended November 30:
Preferred stock convertible into common stock	3,333,333	-
For the three months ended November 30:
Preferred stock convertible into common stock	3,333,333	3,333,333
Warrants exercisable into common stock	500,000	500,000
Total	3,833,333	3,833,333

The following tables set forth the computation of basic and diluted earnings per share**.**

Schedule of Basic and Diluted Earnings Per Share ****

For the six months ended November 30, 2022 and 2021:

	2022		2021
Basic earnings per share of common stock:
Numerator -
Net income attributable to common stockholders	$	908,128	$	2,592,077
Denominator -
Weighted-average shares outstanding - basic		28,279,701		28,472,676
Income per share of common stock - basic	$	0.03	$	0.09
Diluted earnings per share of common stock:
Numerator -
Net income attributable to common stockholders	$	908,128	$	2,592,077
Add: Preferred stock dividends for assumed conversion		-		162,945
Net income allocated to common stockholders	$	908,128	$	2,755,022
Denominator -
Weighted-average shares outstanding – basic		28,279,701		28,472,676
Incremental shares from assumed conversion of warrants and preferred stock, as appropriate		493,506		3,829,060
Weighted average common stock outstanding – diluted		28,773,207		32,301,736
Income per share of common stock – diluted	$	0.03	$	0.09

For the three months ended November 30, 2022 and 2021:

	2022			2021
Basic earnings per share of common stock:
Numerator -
Net loss attributable to common stockholders	$	(306,596	)	$	(378,844	)
Denominator -
Weighted-average shares outstanding - basic		28,279,701			28,561,201
Loss per share of common stock - basic	$	(0.01	)	$	(0.01	)
Diluted earnings per share of common stock:
Numerator -
Net loss attributable to common stockholders	$	(306,596	)	$	(378,844	)
Denominator -
Weighted-average shares outstanding - basic		28,279,701			28,561,201
Incremental shares from assumed conversion of warrants and preferred stock, as appropriate		-			-
Weighted average common stock outstanding – diluted		28,279,701			28,561,201
Loss per share of common stock - diluted	$	(0.01	)	$	(0.01	)

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Note3. Inventory

Inventory consists of the following:

Schedule of Inventory

	November 30,		May 31,
	2022		2022
Raw materials	$	2,170,635	$	2,091,551
Finished goods		2,936,386		2,020,945
Total inventory	$	5,107,021	$	4,112,496

Note4. Property, Plant and Equipment

A summary of property, plant and equipment is as follows:

Schedule of Property, Plant and Equipment

	November 30,<br> <br>2022			May 31,<br> <br>2022
Production machinery and equipment	$	58,957,411		$	57,341,906
Plant buildings and land		2,364,089			7,020,543
Leasehold improvements		1,553,138			1,487,398
Furniture and fixtures		542,057			542,057
Property plant and equipment gross		63,416,695			66,391,904
Less: Accumulated depreciation and amortization		(35,100,733	)		(34,515,139	)
Net Property, Plant and Equipment	$	28,315,962		$	31,876,765

Production

machinery includes deposits on equipment in the amount of $2,374,216 as of November 30, 2022, which has not been placed into service. As of May 31, 2022, plant buildings and land included two properties which are owned by GRE, a variable interest entity (“VIE”), and had an aggregate net book value of $2,548,933. As discussed in Note 1, GRE was deconsolidated effective July 29, 2022.

Depreciation

expense, including amortization expense related to financing leases, for the six months ended November 30, 2022 and 2021 was $2,719,312 and $2,782,057, respectively.

Note5. Related Party Transactions/Activity

YorktownManagement & Financial Services, LLC

Yorktown

Management & Financial Services, LLC (“Yorktown”), an entity wholly-owned by Greystone’s President and CEO, owns and rents to Greystone (1) grinding equipment used to grind raw materials for Greystone’s pallet production and (2) extruders for pelletizing recycled plastic into pellets for resale and for use as raw material in the manufacture of pallets. GSM pays weekly rental fees to Yorktown of $27,500 for use of Yorktown’s grinding equipment and pelletizing equipment. Rental fees, which are reflected as short term lease expense in Note 7, were $715,000 for the each of the six months ended November 30, 2022 and 2021.

Effective January 1, 2017, Greystone and Yorktown entered into a five-year lease for office space at a monthly rental of $4,000 per month with a one-year extension at $5,200 per month which extension was executed by Greystone. Total rent expense was $31,200 and $24,000 for the six months ended November 30, 2022 and 2021, respectively.

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TriEndaHoldings, L.L.C.

TriEnda

Holdings, L.L.C. (“TriEnda”) is a manufacturer of plastic pallets, protective packing and dunnage utilizing thermoform processing for which Warren F. Kruger, Greystone’s President and CEO, serves TriEnda as the non-executive Chairman of the Board and is a partner in a partnership which has a majority ownership interest in TriEnda. Greystone may purchase pallets from TriEnda for resale or sell Greystone pallets to TriEnda. During the six months ended November 30, 2022 and 2021, Greystone purchases from TriEnda totaled $431 and $4,222, respectively, and sales to TriEnda totaled $25,039 and 52,129, respectively. As of November 30, 2022, TriEnda owed $177,191 to Greystone while Greystone owed $431 to TriEnda.

GreenPlastic Pallets

Greystone

sells plastic pallets to Green Plastic Pallets (“Green”), an entity that is owned by James Kruger, brother to Warren Kruger, Greystone’s President and CEO. Greystone had sales to Green of $438,420 and $300,390 for the six months ended November 30, 2022 and 2021, respectively. The account receivable due from Green as of November 30, 2022 was $35,510.

Note6. Long-term Debt

Debt as of November 30, 2022 and May 31, 2022 is as follows:

Schedule of Long-Term Debt

			May 31,
			2022
Term loan A dated July 29, 2022, payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.50%, maturing July 29, 2027	7,496,498		$	-
Term loan A dated July 29, 2022, payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.50%, maturing July 29, 2027	7,496,498		$	-
Term loan B dated July 29, 2022, payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.50%, maturing July 29, 2027	3,306,211			-
Term loans payable to International Bank of Commerce, prime rate of interest plus 0.5% with interest floors between 4.0% and 5.25%. These loans were refinanced by the IBC Restated Loan Agreement dated July 29, 2022, and rolled into Term Loan A above	-			2,870,169
Revolving loan payable to International Bank of Commerce, prime rate of interest plus 0.5% but not less than 4.5%, due July 29, 2024	4,747,781			3,700,000
Term loan payable by GRE to International Bank of Commerce, interest rate of 5.5%, paid off July 27, 2022	-			1,826,361
Term loan payable to First Interstate Bank, interest rate of 3.7%, monthly principal and interest payments of 27,593, due March 19, 2025, secured by certain equipment	738,515			888,642
Term loan payable to First Interstate Bank, interest rate of 3.5%, monthly principal and interest payments of 5,997, due August 10, 2028, secured by certain real estate	782,021			803,941
Note payable to Robert Rosene, 7.5% interest, paid off August 3, 2022	-			3,295,704
Other	92,537			111,374
Total long-term debt	17,163,563			13,496,191
Debt issuance costs, net of amortization	(98,043	)		(29,751	)
Total debt, net of debt issuance costs	17,065,520			13,466,440
Less: Current portion of long-term debt	(2,101,460	)		(4,160,403	)
Long-term debt, net of current portion	14,964,060		$	9,306,037

All values are in US Dollars.

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The

prime rate of interest as of November 30, 2022 was 7.00%. Effective December 14, 2022, the prime rate of interest increased to 7.50%.

Debt

issuance costs consists of the amounts paid to third parties in connection with the issuance and modification of debt instruments. These costs are shown on the consolidated balance sheet as a direct reduction to the related debt instrument. Amortization of these costs is included in interest expense. Greystone recorded amortization of debt issuance costs of $2,862 and $2,808 for the six months ended November 30, 2022 and 2021, respectively.

Restatedand Amended Loan Agreement between Greystone and IBC

On July 29, 2022, Greystone and GSM (collectively “Borrowers”) and IBC entered into an Amended and Restated Loan Agreement (“IBC Restated Loan Agreement”) that provides for consolidation of certain term loans and a renewed revolver loan.

The

IBC term loans make equal monthly payments of principal and interest in such amounts sufficient to amortize the principal balance of the loans over the remaining lives. The monthly payments of principal and interest on the IBC term loans may vary due to changes in the prime rate of interest. Currently, the aggregate payments for the IBC term loans are approximately $231,000 per month.

The

IBC Restated Loan Agreement provides for IBC to make to Greystone (i) a term loan in the amount of $7,854,708, Term Loan A, to consolidate all existing term loans in the aggregate amount of $2,669,892 with Lender, extend credit in the amount of $3,271,987 to pay off a note payable to Robert B. Rosene, Jr. and extend additional credit to fund the purchase in the amount of $1,912,829 of the equipment subject to the iGPS Logistics, LLC, leases and (ii) an advancing term loan facility, Term Loan B, whereby Greystone may obtain advances up to the aggregate amount of $7,000,000 (items i and ii referred to as “Term Loans”) (iii) a renewal of the revolving loan with an increase of $2,000,000 to an aggregate principal amount of $6,000,000 (the “Revolving Loan”), subject to borrowing base limitations. As of November 30, 2022, Greystone’s available revolving loan borrowing capacity was approximately $1,252,000.

The IBC Restated Loan Agreement includes customary events of default, including events of default relating to non-payment of principal and other amounts owing under the IBC Restated Loan Agreement from time to time, inaccuracy of representations, violation of covenants, defaults under other agreements, bankruptcy and similar events, the death of a guarantor, certain material adverse changes relating to a Borrower or guarantor, certain judgments or awards against a Borrower, or government action affecting a Borrower’s or guarantor’s ability to perform under the IBC Restated Loan Agreement or the related loan documents. Among other things, a default under the IBC Restated Loan Agreement would permit IBC to cease lending funds under the IBC Restated Loan Agreement and require immediate repayment of any outstanding notes with interest and any unpaid accrued fees.

The

IBC Restated Loan Agreement is secured by a lien on substantially all assets of the Borrowers. Warren F. Kruger, President and CEO, and Robert B. Rosene, Jr. have provided limited guaranties of the Borrowers’ obligations under the IBC Restated Loan Agreement. Mr. Kruger’s guarantee is limited to 32.4% of all debt obligations to IBC. Mr. Rosene’s limited guaranty is the lesser of (i) $3,500,000 less all amounts paid on the principal amount of the loans after the date of the agreement excluding payments on the revolver and (ii) the amount owed to IBC of the loans outstanding from time to time including accrued interest and fees.

LoanAgreement with First Interstate Bank, formerly Great Western Bank

On August 23, 2021, Greystone entered into a loan agreement with First Interstate Bank (“FIB Loan Agreement”) to include prior commercial loans and subsequent loans. GSM is a named guarantor under the FIB Loan Agreement.

The FIB Loan Agreement includes customary events of default, including events of default relating to non-payment of principal and other amounts owing under the FIB Loan Agreement from time to time, inaccuracy of representations, violation of covenants, defaults under other agreements, bankruptcy and similar events, certain material adverse changes relating to a Borrower, certain judgments or awards against a Borrower, or guarantor’s ability to perform under the FIB Loan Agreement. Among other things, a default under the FIB Loan Agreement would permit FIB to cease lending funds under the FIB Loan Agreement and require immediate repayment of any outstanding notes with interest and any unpaid accrued fees.

The FIB Loan Agreement is secured by a mortgage on one of Greystone’s warehouses.

Maturities

Maturities

of Greystone’s long-term debt for the five years subsequent to November 30, 2022, are $2,101,460, $6,968,620, $2,147,857, $1,851,171 and $3,553,879 with $540,576 thereafter.

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Note7. Leases

FinancingLeases

Financing leases as of November 30, 2022 and May 31, 2022:

Schedule of Financing Lease

	November 30, 2022			May 31, 2022
Non-cancellable financing leases	$	86,722		$	2,163,043
Less: Current portion		(47,151	)		(1,630,895	)
Non-cancellable financing leases, net of current portion	$	39,571		$	532,148

Greystone and an unrelated private company entered into three lease agreements for certain production equipment with a total cost of approximately $6.9 million which were effective February 24, 2018, August 2, 2018 and December 21, 2018, respectively, with five-year terms and an effective interest rate of 7.4%. Effective October 17, 2022, Greystone and the private company entered into an agreement for Greystone to pay off the leases and acquire the equipment at the unamortized principal balance of the leases or a total of $1,527,293.

Effective December 28, 2018, Yorktown purchased certain production equipment from Greystone at net book value of $968,168 and entered into a lease agreement with Greystone for the equipment with a monthly rent of $27,915 for the initial thirty-six months and $7,695 for the following twelve months and maturing December 27, 2022. The lease agreement has a $10,000 purchase option at the end of the lease which was exercised and paid on December 29, 2022.

The

production equipment under the remaining non-cancelable financing leases as of November 30, 2022, has a gross carrying amount of $1,144,733 as of November 30, 2022. Amortization of the carrying amount of $180,240 and $505,935 was included in depreciation expense for the six months ended November 30, 2022 and 2021, respectively.

OperatingLeases

Greystone recognized a lease liability for each lease based on the present value of remaining minimum fixed rental payments, using a discount rate that approximates the rate of interest for a collateralized loan over a similar term. A right-of-use asset is recognized for each lease, valued at the lease liability. Minimum fixed rental payments are recognized on a straight-line basis over the life of the lease as costs and expenses on the consolidated statements of income. Variable and short-term rental payments are recognized as costs and expenses as they are incurred.

Greystone has three non-cancellable operating leases for (i) equipment with a fifty-two month term and a forty-eight month term and a discount rate of

5.40

% and (ii) two buildings, discussed in the following paragraph, on a ten year lease with a five year renewal option and a discount rate of 6.0%. The leases are single-term with defined constant monthly rental rates.

As

discussed in Note 1, effective August 1, 2022, Greystone and GRE entered into a non-cancellable ten-year lease agreement with a five-year extension for which Greystone recorded a right of use asset and liability based on the present value of the properties in the amount of $5,516,006, using a term of one hundred eighty (180) months and a discount rate of 6.00%.

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LeaseSummary Information

For the six-month periods ending November 30, 2022 and 2021:

Summary of Lease Activity

	2022			2021
Lease Expense
Financing lease expense -
Amortization of right-of-use assets	$	180,240		$	505,935
Interest on lease liabilities		25,261			99,412
Operating lease expense		190,343			40,941
Short-term lease expense		783,360			1,016,148
Total	$	1,179,204		$	1,662,436
Other Information
Cash paid for amounts included in the measurement of lease liabilities for finance leases -
Operating cash flows	$	25,261		$	99,412
Financing cash flows	$	549,029		$	832,239
Cash paid for amounts included in the measurement of lease liabilities for operating leases -
Operating cash flows	$	190,343		$	40,941
Weighted-average remaining lease term (in years) -
Financing leases		1.9			1.9
Operating leases		14.6			2.0
Weighted-average discount rate -
Financing leases		4.7	%		7.3	%
Operating leases		6.0	%		5.4	%

Future minimum lease payments under non-cancelable leases as of November 30, 2022, are approximately:

Schedule of Future Minimum Lease Payments

	Financing<br><br> <br>Leases		Operating<br><br> <br>Leases
Twelve months ended November 30, 2023	$	49,880	$	564,816
Twelve months ended November 30, 2024		29,720		546,792
Twelve months ended November 30, 2025		9,598		534,000
Twelve months ended November 30, 2026		1,503		534,000
Twelve months ended November 30, 2027		-		542,920
Thereafter		-		5,560,480
Total future minimum lease payments		90,701		8,283,008
Present value discount		3,979		2,847,810
Present value of minimum lease payments	$	86,722	$	5,435,198

Note8. Deferred Revenue

Advances

from a customer pursuant to a contract for the sale of plastic pallets is recognized as deferred revenue. Revenue is recognized by Greystone as pallets are shipped to the customer which totaled $5,306,040 and $3,008,575 during the six months ended November 30, 2022 and 2021, respectively. Customer advances received during the six months ended November 30, 2022 and 2021 were $-0- and $13,560,500, respectively. The unrecognized balance of deferred revenue as of November 30, 2022 and May 31, 2022, was $23,007 and $5,329,047, respectively.

Note9. Revenue and Revenue Recognition

Greystone’s

principal product is plastic pallets produced from recycled plastic resin. Sales are primarily to customers in the continental United States of America. International sales are made to customers in Canada and Mexico which totaled approximately 1.0% and 1.6% of sales during the six months ended November 30, 2022 and 2021, respectively.

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Greystone’s customers include stocking and non-stocking distributors and direct sales to end-user customers. Sales to the following categories of customers for the six months ended November 30, 2022 and 2021, respectively, were as follows:

Schedule of Sale of Revenues for Customer Categories

Category	2022			2021
End User Customers		73	%		74	%
Distributors		27	%		26	%

Note10. Fair Value of Financial Instruments

The following methods and assumptions are used in estimating the fair-value disclosures for financial instruments:

Debt: The carrying amount of notes with floating rates of interest approximate fair value. Fixed rate notes are valued based on cash flows using estimated rates of comparable notes. The carrying amounts reported on the consolidated balance sheets approximate fair value.

Note11. Concentrations, Risks and Uncertainties

Greystone derived approximately 73% and 74% of its total sales from three customers during the six months ended November 30, 2022 and 2021, respectively. The loss of a material amount of business from one or more of these customers could have a material adverse effect on Greystone.

Greystone

purchases damaged pallets from its customers at a price based on the value of the raw material content in the pallet. A majority of these purchases, totaling $313,050 and $524,321 in fiscal years 2022 and 2021, respectively, were from one of its major customers.

Greystone is subject to litigation, claims and other commitments and contingencies arising in the ordinary course of business. Although the asserted value of these matters may be significant, the company currently does not expect that the ultimate resolution of any open matters will have a material adverse effect on its consolidated financial position or results of operations.

Note12. Commitments

As

of November 30, 2022, Greystone had commitments totaling $5,065,888 toward the purchase of production equipment.

Note13. Subsequent Events

By

notices dated January 9, 2023, the Department of Treasury notified Greystone of Employee Retention Credits awarded under the CARES Act in the total amount of approximately $3,270,000 due to Greystone for the quarters ended June 30, 2021 and September 30, 2021. Greystone will record these credits in January 2023, which is the point in which the uncertainty surrounding them is resolved and they become realizable.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Resultsof Operations

Generalto All Periods

The unaudited consolidated statements include Greystone Logistics, Inc., and its two wholly-owned subsidiaries, Greystone Manufacturing, L.L.C. (“GSM”) and Plastic Pallet Production, Inc. (“PPP”). Greystone also consolidates the variable interest entity, Greystone Real Estate, L.L.C. (“GRE”) for the period from June 1, 2022 through July 29, 2022. Effective July 29, 2022, the relationship of Greystone as a beneficiary of GRE ceased to exist. All material intercompany accounts and transactions have been eliminated.

References to fiscal year 2023 refer to the six months and three months ended November 30, 2022. References to fiscal year 2022 refer to the six months and three months ended November 30, 2021.

Sales

Greystone’s primary focus is to provide quality plastic pallets to its existing customers while continuing its marketing efforts to broaden its customer base. Greystone’s existing customers are primarily located in the United States and engaged in the beverage, pharmaceutical and other industries. Greystone has generated, and plans to continue to generate, interest in its pallets by attending trade shows sponsored by industry segments that would benefit from Greystone’s products. Greystone hopes to gain wider product acceptance by marketing the concept that the widespread use of plastic pallets could greatly reduce the destruction of trees on a worldwide basis. Greystone’s marketing is conducted through contract distributors, its President and other employees.

Personnel

Greystone had full-time-equivalents of approximately 195 and 264 full-time employees and 40 and 73 temporary employees as of November 30, 2022 and 2021, respectively. Full-time equivalent is a measure based on time worked.

SixMonths Ended November 30, 2022 Compared to Six Months Ended November 30, 2021

Sales

Sales for fiscal year 2023 were $31,055,273 compared to $30,618,966 in fiscal year 2022 for an increase of $436,307, or 1.4%. While the quantity of pallets sold in fiscal year 2023 decreased by approximately 13% from the prior period, the average price of pallets sold increased by approximately 15%. The increase in the average price of pallets sold during the current period is the result of product mix and price increases.

Greystone had three customers which accounted for approximately 73% and 74% of sales in fiscal years 2023 and 2022, respectively. Greystone is not able to predict the future needs of these major customers and will continue its efforts to grow sales through the addition of new customers developed through Greystone’s marketing efforts.

Costof Sales

Cost of sales in fiscal year 2023 was $27,369,753, or 88% of sales, compared to $28,179,906, or 92% of sales, in fiscal year 2022. The decrease in cost of sales to sales in fiscal year 2023 from the prior period was primarily the result of selling price increases as noted under Sales and the cost control measures implemented by Greystone to offset the impact of lower pallet production. Greystone’s inflexible costs of production are a significant factor impacting the profit margins realized from the sale of product. While cost of sales to sales showed improvements over the prior period, Greystone anticipates continued improvements during the remainder of the current year as increases are anticipated in pallet production.

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Selling,General and Administrative Expenses

Selling, general and administrative expenses (SG&A) were $2,311,579, or 7.4% of sales, in fiscal year 2023 compared to $2,352,504, or 7.7% of sales, in fiscal year 2022 for a decrease of $(40,925). SG&A during the current period compared to the prior period shows general consistency.

OtherIncome (Expenses)

During fiscal year 2023, Greystone recognized a gain on the deconsolidation of the variable interest entity GRE in the amount of $569,997. During fiscal year 2022, a gain was recognized on the forgiveness of debt plus accrued interest in the amount of $3,068,497 for the Paycheck Protection Program loan under the Coronavirus Aid, Relief, and Economic Security Act.

Other income was $6,318 in fiscal year 2023 and $32,043 in fiscal year 2022 from the sale of scrap material and a gain on the sale of assets in the prior period.

Interest expense was $507,762 in fiscal year 2023 compared to $429,123 in fiscal year 2022 for an increase of $78,639. The increase is attributable to increases in the prime rate of interest which was 7.00% as of November 30, 2022 compared to 3.25% as November 30, 2021.

Provisionfor Income Taxes

The provision for (benefit from) income taxes was $256,000 and $(135,000) in fiscal years 2023 and 2022, respectively. The effective tax rate differs from federal statutory rates principally due to state income taxes, charges or income which have no tax benefit or expense, changes in the valuation allowance, and the basis that net income from GRE is not taxable at the corporate level because GRE is a limited liability company of which Greystone has no equity ownership.

Based upon a review of its income tax filing positions, Greystone believes that its positions would be sustained upon an audit by the Internal Revenue Service and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded.

NetIncome

Greystone recorded net income of $1,186,494 in fiscal year 2023 compared to $2,892,973 in fiscal year 2022 primarily for the reasons discussed above.

NetIncome Attributable to Common Stockholders

The net income attributable to common stockholders (net income less preferred dividends and GRE’s net income) for fiscal year 2023 was $908,128, or $0.03 per share, compared $2,592,077, or $0.09 per share, in fiscal year 2022 primarily for the reasons discussed above.

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ThreeMonths Ended November 30, 2022 Compared to Three Months Ended November 30, 2021

Sales

Sales for fiscal year 2023 were $12,101,674 compared to $15,844,567 in fiscal year 2022 for a decrease of $(3,742,893). This decrease in sales from fiscal year 2022 was principally the result of a decrease of approximately 27% in the quantity of pallets sold offset somewhat by an increase of approximately 5% in the average price per pallet sold.

Greystone had three customers which accounted for approximately 66% and 78% of sales in fiscal years 2023 and 2022, respectively. Greystone is not able to predict the future needs of these major customers and will continue its efforts to grow sales through the addition of new customers developed through Greystone’s marketing efforts.

Costof Sales

Cost of sales in fiscal year 2023 was $10,879,300, or 90% of sales, compared to $14,867,601, or 94% of sales, in fiscal year 2022. The decrease in cost of sales to sales in fiscal year 2023 from the prior period was primarily the result of selling price increases as noted under Sales and cost control measures implemented by Greystone to offset the impact of lower pallet production during the current period. Greystone’s inflexible costs of production are a significant factor impacting the profit margins realized from the sale of product. While cost of sales to sales showed improvements over the prior period, Greystone anticipates continued improvements during the remainder of the current year as increases are anticipated in pallet production.

Selling,General and Administrative Expenses

Selling, general and administrative expenses (SG&A) were $1,205,988, or 10.0% of sales, in fiscal year 2023 compared to $1,133,900, or 7.2% of sales, in fiscal year 2022 for an increase of $72,088. SG&A costs during the current period compared to the prior period showed general consistency. The increase in the percent of SG&A to sales results from the decline of sales in the current period.

OtherIncome (Expenses)

Other income from sales of scrap material was $683 in fiscal year 2023 compared to $5,218 in fiscal year 2022.

Interest expense was $288,316 in fiscal year 2023 compared to $205,769 in fiscal year 2022 for an increase of $82,547. The increase is attributable to increases in the prime rate of interest which was 7.00% as of November 30, 2022 compared to 3.25% as November 30, 2021.

Provisionfor Income Taxes

The benefit from income taxes was $84,000 and $128,000 in fiscal years 2023 and 2022, respectively. The effective tax rate differs from federal statutory rates due principally to state income taxes, charges or income which have no tax benefit or expense, changes in the valuation allowance, and the basis that the net income from GRE is not taxable at the corporate level because GRE is a limited liability company of which Greystone has no equity ownership.

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NetLoss

Greystone recorded net losses of $(187,247) in fiscal year 2023 compared to $(229,485) in fiscal year 2022 primarily for the reasons discussed above.

NetLoss Attributable to Common Stockholders

The net loss attributable to common stockholders (net loss less preferred dividends and GRE’s net income) for fiscal year 2023 was $(306,596), or $(0.01) per share, compared $(378,844), or $(0.01) per share, in fiscal year 2022 primarily for the reasons discussed above.

Liquidityand Capital Resources

A summary of cash flows for the six months ended November 30, 2022 is as follows:

Cash used in operating activities	$	(3,309,912	)
Cash used in investing activities	$	(1,808,201	)
Cash provided by financing activities	$	2,994,102

The contractual obligations of Greystone are as follows:

	Total		Less than<br> <br>1 year		1-3 years		4-5 years		Thereafter
Long-term debt	$	17,163,563	$	2,101,460	$	9,116,477	$	5,405,050	$	540,576
Financing lease rents	$	90,701	$	49,880	$	39,318	$	1,503	$	-
Operating lease rents	$	8,283,008	$	564,816	$	1,080,792	$	1,076,920	$	5,560,480
Commitments	$	5,065,888	$	5,065,888	$	-	$	-	$	-

Greystone had a working capital of $2,811,905 as of November 30, 2022. To provide for the funding to meet Greystone’s operating activities and contractual obligations as of November 30, 2022, Greystone will have to continue to produce positive operating results or explore various options including additional long-term debt and equity financing. However, there is no guarantee that Greystone will continue to create positive operating results or be able to raise sufficient capital to meet these obligations.

By notice dated January 9, 2023, the Department of Treasury notified Greystone of Employee Retention Credits awarded under the CARES Act in the total amount of approximately $3,270,000 due to Greystone for the quarters ended June 30, 2021 and September 30, 2021. Greystone anticipates the receipt of these funds during its fiscal third quarter 2023, and plans to use the funds to improve its working capital, reduce debt, and cover portions of our unfinanced commitments.

As of November 30, 2022, Greystone had commitments for capital expenditures of approximately $5.0 million of which $3.5 million is available under the advancing term loan with IBC, see Note 6 to the consolidated financial statements.

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A substantial amount of the Greystone’s debt financing has resulted primarily from bank notes which are guaranteed by certain officers and directors of Greystone and from loans provided by certain officers and directors of Greystone. Greystone continues to be dependent upon its officers and directors to provide and/or secure additional financing and there is no assurance that its officers and directors will continue to do so. As such, there is no assurance that funding will be available for Greystone to continue operations.

Greystone has 50,000 outstanding shares of cumulative 2003 Preferred Stock with a liquidation preference of $5,000,000 and a preferred dividend rate of the prime rate of interest plus 3.25%. Greystone does not anticipate that it will make cash dividend payments to any holders of its common stock unless and until the financial position of Greystone improves through increased revenues, another financing transaction or otherwise. Pursuant to the IBC Loan Agreement, as discussed in Note 6 to the consolidated financial statements, Greystone may pay dividends on its preferred stock in an amount not to exceed $500,000 per year.

ForwardLooking Statements and Material Risks

This Quarterly Report on Form 10-Q includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that Greystone expects, believes or anticipates will or may occur in the future, including decreased costs, securing financing, the profitability of Greystone, potential sales of pallets or other possible business developments, are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties. The forward-looking statements contained in this Quarterly Report on Form 10-Q could be affected by any of the following factors: Greystone’s prospects could be affected by changes in availability of raw materials, competition, rapid technological change and new legislation regarding environmental matters; Greystone may not be able to secure additional financing necessary to sustain and grow its operations; and a material portion of Greystone’s business is and will be dependent upon a few large customers and there is no assurance that Greystone will be able to retain such customers. These risks and other risks that could affect Greystone’s business are more fully described in Greystone’s Form 10-K for the fiscal year ended May 31, 2022, which was filed on August 19, 2022. Actual results may vary materially from the forward-looking statements. Greystone undertakes no duty to update any of the forward-looking statements contained in this Quarterly Report on Form 10-Q.

Item3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item4. Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, Greystone carried out an evaluation under the supervision of Greystone’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of Greystone’s disclosure controls and procedures pursuant to the Securities Exchange Act Rules 13a-15(e) and 15d-15(e). Based on an evaluation as of May 31, 2022, Warren F. Kruger, Greystone’s Chief Executive Officer, and William W. Rahhal, Greystone’s Chief Financial Officer, identified no material weakness in Greystone’s internal control over financial reporting. As a result, Greystone’s CEO and Chief Financial Officer concluded that the design and operation of Greystone’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) were effective as of November 30, 2022.

During the three months ended November 30, 2022, there were no changes in Greystone’s internal controls over financial reporting that have materially affected, or that are reasonably likely to materially affect, Greystone’s internal control over financial reporting.

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PART

II. OTHER INFORMATION

Item1. Legal Proceedings.

None.

Item1A. Risk Factors.

Not applicable.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

None.

Item6. Exhibits.

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q.

31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
101	Interactive<br> data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at November 30, 2022 and May 31, 2022, (ii)<br> the Consolidated Statements of Income for the six months and the Consolidated Statements of Operations for the three months ended<br> November 30, 2022 and 2021, respectively, (iii) the Consolidated Statements of Changes in Equity for the six months ended November<br> 30, 2022 and 2021, (iv) the Consolidated Statements of Cash Flows for the six months ended November 30, 2022 and 2021, and (v) the<br> Notes to the Consolidated Financial Statements (submitted herewith).
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GREYSTONE<br> LOGISTICS, INC.
	(Registrant)
Date:<br> January 17, 2023	/s/ Warren F. Kruger
	Warren<br> F. Kruger, President and Chief
	Executive<br> Officer (Principal Executive Officer)
Date:<br> January 17, 2023	/s/ William W. Rahhal
	William<br> W. Rahhal, Chief Financial Officer
	(Principal<br> Financial Officer and Principal Accounting Officer)

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Index

to Exhibits

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q.

31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).
101	Interactive<br> data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at November 30, 2022 and May 31, 2022, (ii)<br> the Consolidated Statements of Income for the six months and the Consolidated Statements of Operations for the three months ended<br> November 30, 2022 and 2021, respectively, (iii) the Consolidated Statements of Changes in Equity for the six months ended November<br> 30, 2022 and 2021, (iv) the Consolidated Statements of Cash Flows for the six months ended November 30, 2022 and 2021, and (v) the<br> Notes to the Consolidated Financial Statements (submitted herewith).
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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Exhibit31.1

CERTIFICATION

I, Warren F. Kruger, certify that:

1.	I have<br> reviewed this annual report on Form 10-Q of Greystone Logistics, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
January<br> 17, 2023	/s/ Warren F. Kruger
---	---
	Warren<br> F. Kruger
	President<br> and Chief Executive Officer

Exhibit31.2

CERTIFICATION

I, William W. Rahhal, certify that:

1.	I have<br> reviewed this annual report on Form 10-Q of Greystone Logistics, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
January<br> 17, 2023	/s/ William W. Rahhal
---	---
	William<br> W. Rahhal
	Chief<br> Financial Officer

Exhibit32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Greystone Logistics, Inc. (the “Company”) on Form 10-Q for the period ending November 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Warren F. Kruger, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
January<br> 17, 2023	/s/ Warren F. Kruger
---	---
	Warren<br> F. Kruger
	President<br> and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as part of the Report.

Exhibit32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Greystone Logistics, Inc. (the “Company”) on Form 10-Q for the period ending November 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William W. Rahhal, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
January<br> 17, 2023	/s/ William W. Rahhal
---	---
	William<br> W. Rahhal
	Chief<br> Financial Officer

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as part of the Report.