10-Q: Groove Botanicals Reports Q2 2023 Results Amidst Going Concern Doubts
Quarterly Report
Groove Botanicals reports a net loss of $104,551 for the six months ended September 30, 2023, while facing substantial doubts about its ability to continue as a going concern.
Summary
- Groove Botanicals, a publicly quoted independent oil and gas producer, reported its financial results for the quarter ended September 30, 2023.
- The company incurred a net loss of $27,406 for the three months ended September 30, 2023, compared to a net loss of $101,601 for the same period in 2022.
- For the six months ended September 30, 2023, the net loss was $104,551, compared to a net loss of $77,856 for the same period in 2022.
- The company's operating expenses for the three months ended September 30, 2023, were $24,906, a decrease from $45,497 in the same period of 2022.
- Operating expenses for the six months ended September 30, 2023, totaled $99,551, compared to $86,650 in the same period of 2022.
- The company's accumulated deficit was $34,630,434 as of September 30, 2023.
- Groove Botanicals had a working capital deficit of $639,072 as of September 30, 2023.
- The company's cash and cash equivalents were $2,846 as of September 30, 2023.
- The company is exploring a new business model focused on EV battery technologies and seeking grants to commercialize these technologies.
- The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
Sentiment
Score: 2
Explanation: The document paints a very negative picture due to the company's significant losses, going concern issues, and internal control weaknesses. The shift to a new business model is a positive, but the company's current financial state and lack of resources make it a high-risk investment.
Positives
- The company's operating expenses decreased for the three months ended September 30, 2023, compared to the same period in 2022.
- Legal fees were substantially decreased for both the three and six month periods ended September 30, 2023, compared to the same periods in 2022.
- The company is exploring a new business model in the EV battery technology sector.
Negatives
- The company has incurred recurring net losses since its inception.
- The company has a significant accumulated deficit of $34,630,434.
- The company has a working capital deficit of $639,072.
- The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
- The company is dependent on its controlling shareholder for funding.
- The company has limited cash resources with only $2,846 in cash and cash equivalents.
- The company does not currently own any patents or technologies related to the EV battery industry.
- The company's disclosure controls and procedures were not effective as of September 30, 2023.
- The company's internal control over financial reporting was not effective as of September 30, 2023 due to material weaknesses.
Risks
- The company's ability to continue as a going concern is highly dependent on raising additional capital.
- The company's new business model in EV battery technology is not guaranteed to be successful.
- The company faces risks related to acquiring patents and technologies in the EV battery sector.
- The company's dependence on its controlling shareholder for funding poses a risk.
- The company's lack of effective disclosure controls and internal control over financial reporting could lead to misstatements.
- The company's limited cash resources could hinder its ability to operate.
- The company's ability to raise additional capital is not guaranteed.
- The company's lack of segregation of duties due to a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements is a risk.
- The company's lack of sufficient documented financial closing policies and procedures is 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 based on growth strategies. The company intends to meet cash requirements through a combination of debt and equity financing.
Management Comments
- Management believes that the outcome of any legal proceedings will not have a material adverse effect on its financial position or results of operations.
- Management is committed to maintaining a strong internal control environment and allocating the necessary resources to remediate the identified material weaknesses.
- Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of the Company's common stock.
Industry Context
The company's shift towards EV battery technology reflects a broader trend in the energy sector towards sustainable and renewable energy sources. However, the company's lack of existing patents or technology in this area puts it at a disadvantage compared to established players in the EV battery market.
Comparison to Industry Standards
- Groove Botanicals' financial performance is significantly weaker than many of its peers in the oil and gas industry, which typically generate revenue and profits.
- The company's transition to EV battery technology is a departure from its historical focus, making direct comparisons to industry standards difficult.
- The company's lack of revenue and significant losses are not typical for established companies in either the oil and gas or EV battery sectors.
- The company's reliance on related party funding and its going concern issues are not common among publicly traded companies.
- The company's internal control weaknesses are a significant concern and are not in line with industry best practices for financial reporting.
Related Party Transactions
- The company had related party payables of $368,442 as of September 30, 2023.
- The company received a loan from a related party in the amount of $125,000 on June 3, 2022.
- The company accrues $4,000 monthly in wages payable to its CEO, Kent Rodriguez.
Stakeholder Impact
- Shareholders face significant risk due to the company's going concern issues and financial losses.
- Employees are at risk due to the company's financial instability.
- Creditors face uncertainty regarding the company's ability to repay its debts.
- Suppliers may be hesitant to engage with the company due to its financial situation.
Next Steps
- The company plans to assemble a portfolio of early-stage EV Battery Technologies.
- The company plans to seek grants from the State of Minnesota Department of Economic Development.
- The company plans to identify corporate partners to commercialize these technologies.
- The company plans to raise additional capital through debt and equity financing.
Key Dates
| Date | Description |
|---|---|
| 2005-07-22 | The Board of Directors and a majority of the Company's shareholders approved an amendment to our Articles of Incorporation to change the Company's name to Avalon Oil & Gas, Inc. |
| 2012-07-23 | The reverse stock split was effective. |
| 2012-09-28 | Special meeting of Avalon's shareholders approved an amendment to the Company's Articles of Incorporation. |
| 2013-04-10 | Amendment filed with the Nevada Secretary of State to increase authorized shares to 200,000,000. |
| 2018-01-30 | Convertible Promissory Note issued to a third party. |
| 2018-05-14 | The Corporation changed our name from Avalon Oil and Gas, Inc., to Groove Botanicals, Inc. |
| 2020-04-01 | Employment agreement with CEO Kent Rodriguez began. |
| 2021-03-05 | Convertible Promissory Note issued by management to a third party. |
| 2021-06-03 | Settlement agreement reached regarding convertible debt. |
| 2021-07-23 | Convertible promissory note issued in exchange for professional and legal services. |
| 2021-10-01 | Convertible promissory note issued in exchange for $50,000. |
| 2022-03-07 | Convertible promissory note issued in exchange for consulting services. |
| 2022-04-08 | Company issued 500,000 shares of common stock. |
| 2022-06-03 | Company received a loan from a related party in the amount of $125,000. |
| 2023-01-23 | Company and convertible note holders mutually agreed to settle outstanding convertible notes. |
| 2023-03-28 | Company and convertible promissory note holder mutually agreed to settle the outstanding convertible note issued on March 23, 2021. |
| 2023-04-15 | Company issued 1,000,000 shares of common stock in exchange for consulting services. |
| 2023-09-14 | Company filed a Form 10 with the Securities and Exchange Commission. |
| 2023-09-30 | End of the quarterly period covered by the report. |
| 2023-11-13 | Form 10 with the Securities and Exchange Commission became effective. |
| 2023-12-26 | Company transferred $40,000 to Robert Hymers III to settle convertible notes. |
| 2024-01-10 | 58,643,062 shares of common stock were issued and outstanding. |
| 2024-01-11 | Date of the report. |
Keywords
EV Battery Technology, Going Concern, Financial Results, Net Loss, Operating Expenses, Capital Raise, Convertible Debt, Working Capital, Accumulated Deficit, Internal Controls
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