10-K: NetBrands Corp. Reports Significant Revenue Drop and Net Loss in 2024 Annual Report
Annual Results
NetBrands Corp.'s 2024 annual report reveals a substantial revenue decrease and a net loss, raising concerns about the company's ability to continue as a going concern.
Summary
- NetBrands Corp. reported no revenue for the year ended December 31, 2024, compared to $644,535 in 2023, a 100% decrease.
- The company attributes the revenue loss to supplier issues and the unavailability of a product previously sourced from Russia.
- Operating expenses for 2024 were $798,089, including $425,138 in non-cash stock-based compensation.
- The company recorded a net loss of $1,285,306, or $0.06 per share, for the year ended December 31, 2024, compared to a loss of $1,321,340, or $0.08 per share, in 2023.
- As of December 31, 2024, the company had no cash and a working capital deficit of $1,876,508.
- The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.
- The company is seeking new sources of financing to fund its operations.
- The company is shifting its focus towards e-commerce development and acquisition of new e-commerce assets.
Sentiment
Score: 3
Explanation: The document presents a negative outlook due to significant revenue decline, net losses, and concerns about the company's ability to continue as a going concern. While the company is attempting to address these challenges, the overall sentiment is pessimistic.
Positives
- The company is actively seeking new sources of financing to address its financial challenges.
- The company is pivoting towards e-commerce to diversify its business and increase revenue.
- Operating expenses decreased in 2024 compared to 2023, excluding stock-based compensation, due to lower expenses in various categories.
Negatives
- The company experienced a complete loss of revenue in 2024.
- The company reported a significant net loss of $1,285,306 for 2024.
- The company has a substantial working capital deficit of $1,876,508 as of December 31, 2024.
- The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
- The company is facing a lawsuit from 1800 Diagonal Lending LLC to recover $151,325.08 of outstanding indebtedness.
Risks
- The company's ability to continue as a going concern is uncertain due to its financial condition.
- The company's dependence on its President and Chief Financial Officer poses a risk to its operations.
- The company faces intense competition in the snack food market from larger, more established companies.
- The company's failure to manage its growth effectively could negatively impact its financial condition.
- The company's reliance on information technology systems exposes it to cybersecurity risks.
- The company's sole officer beneficially owns a majority of the company's common stock, which could lead to control over shareholder and corporate actions.
- Future capital raises may dilute existing shareholders' ownership.
Future Outlook
The company intends to make additional acquisitions of e-commerce businesses and assets in an attempt to grow its digital business and is seeking new sources of financing to fund its operations.
Management Comments
- The Company's management believes that the strategy of acquiring small brands regional distribution brands and acquiring more e-commerce brand assets will diversify its current business and increase its business operation results.
- The Companys management believes that the strategy of acquiring small brands regional brands and adding these to the Companys national distribution can prove beneficial for the Company.
Industry Context
The snack food industry is highly competitive, with dominant players like PepsiCo. The company faces challenges in securing shelf space and competing on price with larger producers. The company is attempting to pivot to e-commerce to address these challenges.
Comparison to Industry Standards
- It is difficult to compare NetBrands Corp. to industry standards due to its small size and unique business model.
- Larger companies like PepsiCo benefit from economies of scale and established relationships with retailers, which NetBrands Corp. lacks.
- The company's shift towards e-commerce aligns with broader industry trends, but its success will depend on its ability to effectively compete in the online marketplace.
Legal Proceedings
- A lawsuit was commenced against the company by 1800 Diagonal Lending LLC to recover $151,325.08 of outstanding indebtedness.
Related Party Transactions
- On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (InPlay), pursuant to which the Company purchased from InPlay all of the assets used in the operation its business relating to the online home fitness store known as The Hula Fit, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $ 50,000 .
- On April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $ 124,000 , at an interest rate of 14.9 % per annum.
- On August 29, 2024, the Company had outstanding loan balances and accrued interest totaling $ 178,729 due to Mr. Adler, its Chairman and CEO. Effective August 29, 2024, Mr. Adler agreed to convert all of his loan balance and accrued interest into shares of the Companys Common Stock, at a conversion price of $ 0.072 per share, which was equivalent to the closing price of the Companys common stock of $ 0.072 on August 29, 2024.
Stakeholder Impact
- Shareholders face the risk of losing their investment due to the company's financial difficulties.
- Employees may be affected by potential cost-cutting measures or business restructuring.
- Customers may experience disruptions in product availability due to supply chain issues.
- Creditors face the risk of non-payment due to the company's financial constraints.
Next Steps
- The company intends to make additional acquisitions of e-commerce businesses and assets.
- The company is seeking new sources of financing to fund its operations.
- The company will continue to evaluate and evolve its business to manage its growth effectively.
Key Dates
| Date | Description |
|---|---|
| 2017-12-01 | NetBrands Corp. was incorporated as Dense Forest Acquisition Corporation. |
| 2018-06-13 | The company changed its name to Global Diversified Marketing Group Inc. |
| 2018-11-26 | The company consummated the acquisition of Global Diversified Holdings, Inc. (GDHI). |
| 2020-02-24 | The Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock. |
| 2021-10-01 | The Company entered into a 60-month lease for office space. |
| 2022-08-31 | The company entered into an asset purchase agreement with InPlay Capital Inc. |
| 2022-11-14 | The Company, entered into an engagement agreement with Spencer Clarke, LLC. |
| 2023-03-29 | The company filed an amendment to its Certificate of Incorporation effecting the change of the company's name to NetBrands Corp. |
| 2023-04-10 | Paul Adler made a loan to the company in the amount of $124,000. |
| 2023-06-06 | The company entered into a securities purchase agreement with 1800 Diagonal Lending LLC. |
| 2023-07-31 | The company's common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol NBND. |
| 2024-01-10 | A lawsuit was commenced against the company by 1800 Diagonal Lending LLC. |
| 2024-03-22 | The company entered into the Cove Purchase Agreement with Cove Funding. |
| 2024-08-29 | Mr. Adler agreed to convert all of his loan balance and accrued interest into shares of the Company's Common Stock. |
| 2024-12-31 | End of the fiscal year. |
| 2025-04-08 | The company entered into a Securities Purchase Agreement (SPA) with Trillium Partners, LP. |
| 2025-04-24 | Date of the audit report. |
Keywords
NetBrands Corp, financial results, annual report, revenue, net loss, going concern, e-commerce, snack food, debt, financing
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