10-K: Groove Botanicals Inc. Reports Fiscal Year 2024 Results, Navigates Going Concern Challenges
Annual Results
Groove Botanicals Inc. reports a net loss for fiscal year 2024 and expresses substantial doubt about its ability to continue as a going concern while pursuing a new business model in EV battery technology.
Summary
- Groove Botanicals Inc. reported a net loss of $202,089 for the fiscal year ended March 31, 2024, compared to a net loss of $120,726 in the previous year.
- The company's total operating expenses increased to $266,581 in 2024 from $175,514 in 2023, primarily due to higher consulting and legal expenses.
- The company has an accumulated deficit of $34,847,277 as of March 31, 2024, raising substantial doubt about its ability to continue as a going concern.
- Groove Botanicals is shifting its focus to assembling a portfolio of early-stage EV battery technologies from universities in Norway, Sweden, and Finland.
- The company anticipates capital needs between $500,000 and $5,000,000 to support its growth strategies.
- The company has not generated any revenue since its inception and does not expect to generate revenue from product sales in the near future.
- The company's cash balance was $1,688 as of March 31, 2024.
Sentiment
Score: 3
Explanation: The document highlights significant financial challenges, including a substantial net loss, accumulated deficit, and going concern issues. While there is a strategic shift to a promising sector, the current financial state and operational weaknesses overshadow any positive outlook.
Positives
- The company is actively pursuing a new business model in the EV battery technology sector, which has high growth potential.
- The company is seeking grants from the State of Minnesota Department of Economic Development to support its new business model.
- The company has identified potential technologies from universities in Norway, Sweden, and Finland.
Negatives
- The company has incurred recurring net losses since its inception.
- The company has a significant accumulated deficit of $34,847,277.
- The company has not generated any revenue since its inception.
- The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
- The company's disclosure controls and procedures were deemed ineffective as of March 31, 2024.
- The company has material weaknesses in its internal control over financial reporting due to inadequate segregation of duties and lack of an audit committee with a financial expert.
Risks
- The company's ability to continue as a going concern is in doubt due to recurring losses and limited capital.
- The company's success depends on its ability to acquire, license, and commercialize EV battery technologies.
- The company faces significant competition in the green energy market.
- The company's internal controls over financial reporting are not effective.
- The company may not be able to secure the necessary funding to execute its business plan.
- The company's reliance on a single full-time employee and consultants poses a risk.
Future Outlook
The company plans to assemble a portfolio of early-stage EV battery technologies and seek grants to commercialize these technologies. The company anticipates capital needs between $500,000 and $5,000,000.
Management Comments
- Management believes that the technologies available in the specialized energy industry present a stable business model with high growth potential.
- Management is actively working towards an impactful acquisition in the EV battery space.
Industry Context
The company is entering the highly competitive green energy market, which is characterized by many large and small companies. The company is focusing on early-stage EV battery technologies, which is a growing area within the industry.
Comparison to Industry Standards
- The company's lack of revenue and significant accumulated deficit are not in line with industry standards for established companies.
- The company's transition to EV battery technology is similar to other small companies trying to capitalize on the growing demand for green energy solutions.
- The company's reliance on a single full-time employee and consultants is not typical for companies in the technology sector.
- The company's financial position is significantly weaker than established players in the EV battery market, such as Tesla, Panasonic, and LG Chem, which have substantial revenue and resources.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Douglas Barton | NA | 2024-07-29 | Resignation |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Auditor Change | The company dismissed BF Borgers CPA PC and appointed M.S. Madhava Rao, Chartered Accountant as its new independent registered public accounting firm. | 2024-06-13 | The change was due to BF Borgers being banned from appearing or practicing before the SEC. |
Related Party Transactions
- The company had a related party payable of $453,057 outstanding as of March 31, 2024.
- The company accrues $48,000 of wages payable annually to its CEO, Kent Rodriguez.
- The company accrued $40,000 in preferred dividends from the Series A preferred shares to Mr. Kent Rodriguez.
- The company accrued $178,468 in preferred dividends from the Series B preferred shares.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial instability and going concern issues.
- Employees are at risk due to the company's financial challenges and potential for restructuring.
- Creditors face uncertainty regarding the company's ability to repay its debts.
- Customers are not currently impacted as the company has no products or services.
Next Steps
- The company plans to assemble a portfolio of early-stage EV battery technologies.
- The company will seek grants from the State of Minnesota Department of Economic Development.
- The company will identify corporate partners to commercialize its technologies.
- The company will focus on raising equity or debt financing.
Key Dates
| Date | Description |
|---|---|
| 1991-04-25 | Groove Botanicals Inc. was originally incorporated as Snow Runner (USA), Inc. |
| 2018-05-14 | The company changed its name from Avalon Oil and Gas, Inc. to Groove Botanicals, Inc. |
| 2021-08-02 | The company filed a Form 15-12B to suspend its duty to file reports. |
| 2023-09-14 | The company filed a registration statement on Form 10-12g. |
| 2023-11-08 | The company's registration statement on Form 10-12g was deemed effective by the SEC. |
| 2024-03-31 | End of the fiscal year for which results are reported. |
| 2024-05-08 | The company dismissed BF Borgers CPA PC as its independent registered public accounting firm. |
| 2024-06-13 | The company appointed M.S. Madhava Rao, Chartered Accountant as its new independent registered public accounting firm. |
| 2024-07-29 | Douglas Barton resigned from the company's board of directors. |
| 2024-07-30 | The company extended the employment contract of CEO Kent Rodriguez for a further two years. |
| 2024-08-15 | Date of the filing of the Annual Report on Form 10-K. |
Keywords
EV Battery Technology, Going Concern, Financial Results, Net Loss, Operating Expenses, Capital Raise, Internal Controls, Green Energy, Accumulated Deficit, Convertible Debt
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