LTESF.OTC.PinkLeet INC

20-F: LEET Inc. Reports Reduced Net Loss, Revenue Growth in 2024

Sentiment:

Annual Report


LEET Inc. announced a significant reduction in net loss and strong revenue growth for the fiscal year ended December 31, 2024, driven by white label projects and cost efficiencies, despite ongoing going concern uncertainties.

Delay expectedThe company's ability to continue as a going concern is dependent on securing additional financing, with no assurance of success, which could delay or halt operations.Material weaknesses identified in internal control over financial reporting, including U.S. GAAP expertise, internal audit functions, period-end financial reporting controls, and reconciliation of related party/intercompany transactions, could delay accurate financial reporting or lead to misstatements if not remediated.
Capital raiseManagement believes the company is currently pursuing additional financing for its operations.There is no assurance that the company will be successful in securing sufficient funds to sustain operations.The company expects to continue to rely on cash generated through financing from existing shareholders and private placements of its securities.Future issuances of common stock or convertible securities may be required to finance development activities or acquisitions.
Better than expectedNet loss decreased by 98.5% from $1,403,447 in 2023 to $20,894 in 2024.Revenue increased by 125.3% from $317,413 in 2023 to $715,288 in 2024.Gross profit turned positive at $141,356 in 2024, compared to a gross loss of $325,903 in 2023.General and administrative expenses decreased significantly by 59.3% to $493,155 in 2024.

Summary

  • Revenue increased by 125.3% to $715,288 for the year ended December 31, 2024, from $317,413 in 2023, primarily due to white label projects with Smart Communications, Inc. and Matchroom Mini-app solutions.
  • Net loss decreased by 98.5% to $20,894 for the year ended December 31, 2024, from $1,403,447 in 2023, attributed to increased revenue, decreased general and administrative expenses, and lower cost of revenue.
  • The company achieved a gross profit of $141,356 in 2024, a significant improvement from a gross loss of $325,903 in 2023.
  • General and administrative expenses decreased by 59.3% to $493,155 in 2024, mainly from reductions in exhibition expenses, legal and professional fees, consultancy fees, and staff salaries.
  • As of December 31, 2024, the company had a working capital deficit of $4,161,517 and an accumulated deficit of $12,746,094, raising substantial doubt about its ability to continue as a going concern.
  • The company is currently pursuing additional financing for its operations, but there is no assurance of securing sufficient funds.
  • A legal proceeding in the Philippines resulted in a partial decision against the company on July 4, 2024, with a writ of execution ordered on January 14, 2025.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed filing. While the significant improvements in revenue growth and net loss reduction are positive, the persistent 'going concern' uncertainty, substantial working capital deficit, and reliance on future financing temper the overall sentiment.

Positives

  • Significant revenue growth of 125.3% in 2024, reaching $715,288, driven by successful white label projects.
  • Transition from a gross loss of $325,903 in 2023 to a gross profit of $141,356 in 2024.
  • Substantial reduction in net loss by 98.5% to $20,894 in 2024, indicating improved operational efficiency.
  • Effective cost control, with general and administrative expenses decreasing by 59.3% in 2024.
  • Successful white label partnerships launched with major telecommunication providers like Smart Communications (Philippines) and Axiata Group (Bangladesh, Cambodia, Indonesia, Malaysia).
  • Strategic focus on high-growth emerging markets and mobile-centric e-sports, leveraging mobile carrier networks.

Negatives

  • Ongoing substantial doubt about the company's ability to continue as a going concern due to significant operating losses and working capital deficiency.
  • Working capital deficit of $4,161,517 and accumulated deficit of $12,746,094 as of December 31, 2024.
  • Cash and cash equivalents of $33,248 as of December 31, 2024, are insufficient to fund operations for the next twelve months without additional financing.
  • Heavy reliance on continued financial support from existing stockholders and related parties.
  • Identified material weaknesses in internal control over financial reporting, including U.S. GAAP expertise, internal audit functions, period-end financial reporting controls, and reconciliation of related party/intercompany transactions.
  • A legal proceeding in the Philippines resulted in a partial decision against the company and a writ of execution order.
  • Significant concentration of revenue (98% from Customer A in 2024) and cost of revenue (99% from two suppliers in 2024).
  • High related party balances, with $3,311,732 due to related parties as of December 31, 2024, which are unsecured, non-interest bearing, and have no fixed repayment terms.
  • Reduction in full-time employees in Malaysia and Indonesia from 2022 to 2024.

Risks

  • May not have sufficient capital to achieve growth strategy.
  • May not develop product and service offerings in a manner that enables profitability and meets customer requirements.
  • Growth strategy may not be successful.
  • Operating results may fluctuate significantly relative to revenues.
  • History of net losses and may incur substantial net losses in the future, potentially not achieving profitability.
  • Operating losses and working capital deficiency raise substantial doubt about the ability to continue as a going concern, risking loss of entire investment.
  • Increasing competition within the emerging e-sports industry from companies with greater financial and other resources.
  • Operating results may fluctuate due to changes in demand, sales cycles, customer retention, price/product competition, and industry consolidation.
  • Economic conditions in certain international markets could adversely affect demand for products and services.
  • The e-sports industry is sensitive to external pressures such as prize pools, introduction of new games/consoles/technologies, and consumer preferences.
  • Failure to keep pace with changing industry technology and consumer preferences could lead to a competitive disadvantage.
  • Subject to various federal, state, local, and international laws and regulations, with potential for litigation, regulatory action, and penalties for non-compliance.
  • Failure to attract and retain executive officers and other key personnel could materially adversely affect financial performance.
  • The market price of common stock is volatile and may continue to fluctuate significantly, resulting in substantial losses for stockholders.
  • Future sales of common stock could cause dilution, and the perception of such sales could cause the stock price to decline.
  • Regulation of 'penny stocks' applies, which has historically suffered from patterns of fraud and abuse.
  • The company is under no obligation to take steps to reduce the risk of being classified as a Passive Foreign Investment Company (PFIC), and its PFIC status depends on the market price of its Ordinary Shares.

Future Outlook

The company expects revenues to grow in 2025 onwards, particularly through mobile carrier partnerships and its subscription model, in line with user growth and platform deliverables. Strategic expansion plans include covering Southeast Asia and parts of South Asia (Malaysia, Philippines, Indonesia, Bangladesh, Sri Lanka, Cambodia) within the next 5 months, and incorporating Vietnam, Nepal, Middle East, and African markets into the platform within 24 months (2024-2025).

Management Comments

  • We expect to incur increased costs to implement our business plan and increase revenues, such as costs relating to expanding our subscribers growth.
  • If our revenues do not increase to offset these additional expenses, or if we experience unexpected increases in operating expenses, we will continue to incur significant losses, and will not become profitable.
  • Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain its operations. In the absence of such financing, our business will likely fail.
  • Management will strive within the confines of practical limitations to prevent the described patterns [of penny stock fraud and abuse] from being established with respect to the Company's securities.
  • We are committed to ongoing innovation and product development to maintain our competitive advantage and meet the evolving needs of our customers.
  • We believe that sustained investment in R&D is critical to our future growth and to meeting our customers evolving needs.
  • Management believes that despite our material weaknesses, our consolidated financial statements for the years ended December 31, 2024 and 2023 are fairly stated, in all material respects, in accordance with the U.S. GAAP.

Industry Context

StockSavvy.ai notes that LEET Inc. operates in the rapidly growing e-sports industry, particularly focusing on emerging markets in Asia. The strategy of partnering with telecommunication companies to leverage their infrastructure for mobile e-sports solutions aligns with broader industry trends where telcos seek new revenue streams beyond traditional services. The emphasis on white-label solutions and subscription models positions LEET to capitalize on the increasing mobile-centric gaming population in these regions, differentiating it from competitors focused on established Western markets or single-area platforms.

Comparison to Industry Standards

  • The e-sports market is projected by experts to triple by 2025, indicating a high-growth environment for companies like LEET Inc. to expand within.
  • Successful competitors typically have better networking or deep integrations with game developers mainly in the US, which LEET Inc. aims to counter by focusing on emerging markets and mobile carrier networks.
  • The company's strategy to partner with telcos to provide fast end-to-end branded e-sports solutions at competitive costs is a direct response to the telco industry's stagnant revenue growth and shrinking margins, aiming to monetize their infrastructure, a trend seen with OTT services like Netflix and Amazon Prime.
  • The e-sports industry has historically been sensitive to external pressures such as prize pools and new game introductions, requiring continuous innovation and capital, which LEET Inc. acknowledges as a challenge given its early-stage nature.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Non-Executive DirectorElaine Binti LockmanN/AAfter December 31, 2023 and before December 31, 2024Not explicitly stated, but she is not listed as a director as of December 31, 2024, having been on the board in 2023.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Audit Committee CompositionAs of December 31, 2024, the audit committee consists solely of Mr. Dai Song. Previously, as of December 31, 2023 and 2022, it included Mr. Dai Song and Ms. Elain Lockman.After December 31, 2023 and before December 31, 2024Reduced independence and oversight capacity with a single member, especially given Mr. Song's role as Interim CEO and major shareholder. This raises concerns about the effectiveness of financial reporting oversight.
Internal Control Over Financial ReportingManagement identified material weaknesses as of December 31, 2022, related to U.S. GAAP expertise of internal accounting staff and interim CFO, internal audit functions, lack of sufficient period-end financial reporting controls, and lack of sufficient reconciliation for related party and intercompany transactions. Consequently, disclosure controls and procedures were not effective as of December 31, 2022.As of December 31, 2022 (identified)Indicates a high risk of material misstatement in financial statements not being prevented or detected timely. Management is implementing remediation steps, but the weaknesses were still present as of December 31, 2022, and the disclosure controls were not effective as of December 31, 2022.
Code of EthicsThe company has not adopted a Code of Ethics, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002.N/ALack of a formal code of ethics may expose the company to increased ethical and compliance risks, potentially impacting investor confidence and regulatory scrutiny. Management anticipates adopting one once in a position to do so.

Legal Proceedings

  • Currently involved in one legal proceeding in the Philippines at the National Labor Relations Commission (NLRC) with a former employee.
  • On July 4, 2024, the NLRC rendered its decision partially against the Company.
  • On January 14, 2025, the NLRC ordered a writ of execution to be issued against the Company.
  • Management does not believe that any claims exist where the outcome of such matters would have a material adverse effect on operations.

Related Party Transactions

  • As of December 31, 2024, total amounts due to related parties (Porta Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Leet Entertainment Group Limited) were $3,311,732, an increase from $2,629,435 in 2023.
  • Mr. Song, the director and major shareholder, is also the major shareholder of Porta Capital, Bru Haas (B), Bru Haas, Tila Network, and Porta Network.
  • Advances from related companies and to Mr. Song are unsecured, non-interest bearing, and have no fixed terms of repayment.
  • Significant transactions with related parties in 2024 include $35,985 for research and development consulting fees to Porta Capital, $353,722 for platform server rental to Porta Capital, Bru Haas (B), and Clicque, and $215,998 for network bandwidth expense to Bru Haas (B).
  • The company utilized rent-free office space owned by Mr. Song, with a fair market value of RM1,500 per month.

Stakeholder Impact

  • Shareholders face potential for substantial losses due to volatile stock price, dilution from future capital raises, and the 'going concern' uncertainty. The company does not expect to pay dividends in the foreseeable future.
  • Employees have seen a reduction in full-time staff in Malaysia and Indonesia, though the company plans to recruit for expansion.
  • Customers may benefit from enhanced white label platforms and expanded e-sports offerings, but could be impacted by fluctuations in demand and competition.
  • Creditors face risks due to the company's working capital deficit, going concern uncertainties, and significant amounts due to related parties.
  • Management bears increased responsibility for addressing internal control weaknesses and securing necessary financing for continued operations and growth.

Next Steps

  • Continue focus on B2B model with mobile network operators within Southeast Asia, South Asia, and other continents to extend Maverick product offerings via a white label model (2024-2025).
  • Telco subscribers will subscribe to data packages that offer a tournament pass or ticket granting users to compete in a series of tournaments on the platform.
  • Matchroom will continue to focus on providing e-sports managed services to partners through telco partnerships.
  • Continuous development and enhancements of the white label product, Maverick, with the latest and relevant features and functionalities.
  • Focus on providing business, technical, and operations managed services to telco partners to ensure professional tournament and platform management.
  • Build further revenue enhancement features as part of the platform, such as onboarding of games, e-commerce, and content.
  • Cover Southeast Asia and parts of South Asia (Malaysia, Philippines, Indonesia, Bangladesh, Sri Lanka, Cambodia) within the next 5 months.
  • Incorporate Vietnam, Nepal, Middle East, and African markets into the platform within 24 months (2024-2025).
  • Enhance the current platform to enable deep linking with mobile carriers.
  • Launch a redemption and e-commerce platform.
  • Enhance current e-sports tools and services, gamifications, and user experience.
  • Implement multi-language and geographical-led content management.
  • Develop Software Development Kits (SDKs) for better onboarding of game developers and tournament operators.
  • Develop customer engagement and community management tools for better customer experience.
  • Recruit computer gaming employees, consultants, and executives to lead localized teams across the region, especially in the Philippines, Indonesia, and South Asia.
  • Expand development and operations team to cater to more tournaments, including automations, data mining, customer retentions, and userbase monetization strategies.
  • Remediate material weaknesses in internal control over financial reporting by expanding and improving control processes on period-end transaction monitoring and recording, engaging US GAAP experts, and regularly reviewing and reconciling related party and intercompany transactions.

Key Dates

DateDescription
2013-07-02Incorporated as Jam Run Acquisition Corporation in Delaware.
2019-01-01Launched commercial service (Matchroom) in Malaysia.
2020-11-18Acquisition of Leet Technology Limited (LTL) closed; ceased being a shell company.
2021-07-29Ganesha Karuppiaya appointed Independent Director, resigned as CTO.
2021-08-23Elaine Binti Lockman appointed Non-Executive Director.
2021-11-17Daniel Pacheco appointed permanent Chief Technology Officer.
2022-02-15Leet Entertainment Group Limited transferred all shares of Leet Entertainment Sdn. Bhd to the Company.
2022-04-04Company sold all shares in Leet Technology Limited to Mr. Song for $10,000 as part of corporate restructuring.
2022-07-22Board approved purchase of Mr. Song's shares in LEET Inc. for $1, making LEET Inc. a wholly owned subsidiary.
2022-09-30Issued 5,898,256 Series B Convertible Preferred Stock to related parties in exchange for debt.
2022-11-03Mutually agreed to terminate agreements with Lincoln Park Capital Fund, LLC.
2022-11-04Entered Securities Purchase Agreement with 1800 Diagonal Lending LLC for a convertible note of $113,300.
2022-12-01Acquired Leet Technology (BD) Ltd. as a direct majority-owned subsidiary.
2023-01-11Completed merger with LEET US, with Leet Inc. becoming the surviving entity and successor issuer.
2023-02-131,003,378 shares of restricted common stock returned for cancellation from Lincoln Park Capital Fund, LLC.
2023-06-07Song Dai appointed Interim Chief Executive Officer.
2023-06-15800,000 shares of restricted common stock returned for cancellation.
2023-06-19Jayaisvaran A/L Muruhan appointed Interim Chief Financial Officer.
2023-08-04Date for share ownership information.
2023-11-04Maturity Date for the convertible note issued to 1800 Diagonal Lending LLC.
2023-11-16Received Notice of Decision from the NLRC ordering payment of $3,152 USD to a former employee.
2023-11-30Complainant submitted a Memorandum of Appeal to the NLRC.
2023-12-11Company submitted Reply to the Memorandum of Appeal.
2024-07-04The NLRC rendered its decision partially in favor of the Complainant in the legal proceeding.
2024-12-31Fiscal year end for the report.
2025-01-14The NLRC ordered a writ of execution to be issued against the Company.
2025-04-29FINRA approved corporate action, transitioning the company to the reporting regime applicable to foreign private issuers.
2026-02-12Date the financial statements were issued.
2026-02-13Date of filing and certifications for the annual report.

Recommendation

hold

While LEET Inc. demonstrated impressive revenue growth and a substantial reduction in net loss for 2024, indicating operational improvements, the persistent 'going concern' warning and significant working capital deficit present considerable financial instability. The heavy reliance on related party financing and identified material weaknesses in internal controls add layers of risk. The strategic focus on emerging e-sports markets is promising, but the execution risk and need for external capital remain high. A 'hold' recommendation is appropriate for investors who are already exposed, awaiting further evidence of sustained profitability and resolution of the going concern issues, while new investors should exercise extreme caution due to the high risk profile.

Keywords

eSports, gaming platform, Matchroom.net, white label solutions, telecommunications partnerships, Southeast Asia, financial results, net loss reduction, revenue growth, going concern, SEC filing, 20-F, LEET Inc., LTESF, mobile gaming, emerging markets

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