Sprout Tiny Homes : STHI Q2 2022 Disclosure Statement

SPROUT TINY HOMES, INC.

A Colorado Corporation

822 Hays Circle

Longmont, CO 80504

________________________________

Phone: 720.810.4228

Email: info@sproutinghomes.com Website: http://sprouttinyhomes.com SIC: 1522 - Residential construction, misc.

Quarterly Report and

Disclosure Statement

For the Period Ending June 30, 2022

(the "Reporting Period")

As of June 30, 2022, the number of shares outstanding of our Common Stock was:

99,924,718

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

83,997,290

Information Provided Pursuant to Rule 15c2-11 of the Securities and

Exchange Act of 1934, as Amended

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):

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

reporting period:

Indicate by check mark whether a Change in Control of the company has occurred over this

reporting period:

Part A General Company Information

The legal name of the Company is Sprout Tiny Homes, Inc. See Item 3 for the names of predecessor companies.

The Company executive office is located at 822 Hays, Longmont, CO 80504. The Company vacated its 45,000 sq. ft. manufacturing facility in September 2020. The Company also moved manufacturing equipment, delivery equipment and tools associated with the manufacturing of its homes, into moveable storage containers. The Company's contact information is: Phone: 720.810.4228; Email:info@sprouttinyhomes.com; Website: http://sprouttinyhomes.com.

Corporate History

On February 26, 2015, we were incorporated as a Delaware corporation named "Sprout Tiny Homes (DE), Inc." On February 27, 2015, RG America, Inc., a Nevada corporation, merged into its wholly owned Delaware subsidiary, RG America Merger Corp. This moved RG America, Inc.'s state of incorporation from Nevada to Delaware. On March 5, 2015, RG America Merger Corp. merged into its wholly owned Delaware subsidiary RG America (DE), Inc. ("RG Delaware") as part of a Delaware Section 251(g) holding company reorganization. Sprout Tiny Homes (DE), Inc. was designated as the public holding company and RG Delaware became its wholly owned subsidiary, with all the assets and liabilities of the pre-existing insurance related business of RG America Inc. Under the plan of merger, each shareholder of RG Merger Corp. received shares of stock of Sprout Tiny Homes (DE), Inc. on a one-for-one basis. On March 19, 2015, Sprout Tiny Homes (DE), Inc. changed its domicile to Colorado; as part of this process our corporate name changed to Sprout Tiny Homes, Inc., a Colorado corporation. On March 27, 2015, a 1 for 150 reverse split was approved by the Company's Board of Directors and a majority of the voting power of its shareholders.

The above corporate actions were approved by the Company's Board of Directors and a majority of the voting power of the Company's stockholders. These corporate actions required approval by FINRA, which was granted on April 20, 2015, effective April 21, 2015. The Company's new trading symbol, "STHI," became effective 20 business days later.

On April 22, 2015, the Company acquired Sprout Tiny Homes, LLC, a Colorado limited liability company. We issued 35,000,000 shares of common stock to Rod Stambaugh as the purchase price for Sprout Tiny Homes, LLC.

Part B Share Structure

The Company has two classes of stock (common and preferred). Under the Articles of Incorporation of the Company, the authorized capital stock of the Company consists of 300,000,000 shares of common stock, $0.001 par value (the "Common Stock"), and 35,000,000 shares of Preferred Stock (the "Preferred Stock"), $0.001 par value, of which 1,000,000 are designated Series A preferred stock. No shares of the Company's capital stock are redeemable.

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1. Par or Stated Value for each class of outstanding securities:

Common Stock

The common stock shall have unlimited voting rights. Each share of Common Stock shall entitle the holder thereof to one vote on each matter submitted to a vote of holders of Common Stock.

Subject to the prior rights and preferences of the Preferred Stock set forth in any resolution or resolutions providing for the issue of a series of Preferred Stock, and to the extent permitted by the laws of the State of Incorporation, the holders of Common Stock shall be entitled to receive such cash dividends as may be declared and made payable by the Board.

After payment shall have been made in full to the holders of any series of Preferred Stock having preferred liquidation rights, upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the corporation, the remaining net assets and funds of the corporation shall be distributed among the holders of the Common Stock according to their respective shares.

Preferred Stock

We are authorized to issue 35,000,000 preferred stock, par value $0.001. We currently have one series of Preferred stock outstanding, our Series A Convertible Preferred Stock. On November 25, 2015, our Board of Directors approved the designation of 1,000,000 preferred shares of Series A Convertible Preferred Stock, par value $0.001. The rights of both classes of stock is outlined below.

The rights and preferences of Series A are set forth in our Articles of Incorporation as filed with the Secretary of State of Colorado. The Series A Convertible Preferred Stock are not entitled to receive dividends. The holders of each share of Series A Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after issuance of such share into 100 shares of common stock. Each share of Series A Convertible Preferred Stock shall be entitled to 100 votes on any matter brought before our common stockholders. The Series A Convertible Preferred Stock is not redeemable. The Company may not take any of the following actions without the approval of a majority of the holders of the outstanding Series A Convertible Preferred Stock: (i) effect a sale of all or substantially all of our assets or which results in the holders of our capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the our capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series A Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series A Convertible Preferred Stock, (iv) authorize the issuance of securities having a preference over or on par with the Series A Convertible Preferred Stock, or (v) effectuate a forward or reverse stock split or dividend of the Corporation's common stock.

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*As of January 6, 2020, the 1,000,000 shares of Preferred stock were tendered back to the Company by Rod Stambaugh as part of his resignation as CEO. There are currently no shares of Preferred Stock outstanding and no beneficial shareholders of preferred stock.

Sprout Tiny Homes is a leading designer, developer and manufacturer of high-quality, Zero Energy Ready Homes with chemical free interiors. Sprout Tiny Homes is a DOE Zero Energy Ready Home Partner with a unique and experienced team to scale production of high-quality tiny homes with useful design, personality and chemical free interiors in mind. From our streamlined manufacturing facility to our network of innovative vendors, HVAC, furniture and high-tech features, we are the most innovative manufacturer of tiny homes on wheels and modular homes on foundations. Sprout homes are built with modern building practices and focuses exclusively on building commercial grade homes to satisfy the growing demand of affordable housing communities, employee housing, overnight hotel / resort markets and homes for disabled and exceptional people. Sprout homes are built with structural insulated panels resulting in stronger, greener and straighter homes that are highly energy efficient and feature chemical free interiors to encourage healthy living lifestyles. Using sustainable building materials where possible and pushing the boundaries of design and energy efficiency are key attributes of Sprout homes. Further, Sprout Tiny Homes is proud to meet the ANSI-119.5 safety standards in all homes that we build. This standard requires that all models meet or exceed more than 500 building and safety standards. We pride ourselves on being able to deliver high quality tiny

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