10-K/A: Santo Mining Corp. Files Amended 10-K/A Report, Focusing on Blockchain and Cannabis Industry Platform

Santo Mining Corp., now Groovy Company, Inc., files an amendment to its 2024 annual report to include Inline XBRL, highlighting its shift towards blockchain technology and the cannabis industry with its Groovy Platform as a Service (PaaS).

Summary

• Santo Mining Corp., now known as Groovy Company, Inc., filed an amendment to its annual report on Form 10-K/A for the fiscal year ended December 31, 2024, primarily to include Inline XBRL.
• The company's focus has shifted to blockchain technology and the cannabis industry, with its Groovy Platform as a Service (PaaS) designed to provide transparency, security, and efficiency throughout the cannabis supply chain.
• The Groovy platform utilizes NFT-based QR codes to verify the authenticity and origin of cannabis products.
• The company has three subsidiaries: BlackFlamingo Ventures, LLC, Santo Blockchain Labs Corp., and Santo Blockchain Labs of Colombia S.A.S.
• The company generated $3,600 in revenues for the year ended December 31, 2024, from a single customer for technical support.
• Total operating expenses for the year ended December 31, 2024, were $699,791.
• The company sustained a net loss of $2,099,230 for the year ended December 31, 2024, and has accumulated losses totaling $11,339,099.
• The company's ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until it becomes profitable.
• As of April 15, 2025, the Company had 18,436,585,961 outstanding shares of common stock.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While there's innovation in blockchain and cannabis, the financial losses and going concern uncertainty weigh heavily, resulting in a slightly negative outlook.

Positives

• The company is focusing on the growing cannabis industry with its Groovy Platform as a Service (PaaS).
• The Groovy platform utilizes NFT-based QR codes to verify the authenticity and origin of cannabis products, combating counterfeiting.
• The company is developing a Geno-NFT Library to empower growers and ensure they receive fair compensation for their genetic contributions.
• The company is integrating Inter-Blockchain Communication (IBC) protocol into its centralized layer-1 blockchain to ensure future interoperability.

Negatives

• The company sustained a net loss of $2,099,230 for the year ended December 31, 2024, and has accumulated losses totaling $11,339,099.
• The company's ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until it becomes profitable.
• All convertible notes payable are in default as of December 31, 2024.
• The company has a working capital deficit of $8,416,777 as of December 31, 2024.

Risks

• The company has a limited operating history.
• Cannabis is illegal under federal law, posing risks of criminal liability and asset forfeiture.
• There are conflicts in federal and state regulations related to cannabis.
• The company may face banking difficulties due to the federal illegality of cannabis.
• The company is dependent on management, key personnel, and consultants to execute its business plan.
• The company is subject to income taxes as well as non-income-based taxes.
• The company's ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of its digital assets.
• The company is not subject to Sarbanes-Oxley regulations and lacks the financial controls and safeguards required of public companies.
• The company may fail to meet its publicly announced guidance or other expectations about its business, which could cause its stock price to decline.
• Transactions relating to the company's convertible notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of its common stock.
• The company may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt its business and management.
• The company's platform may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams.
• The company is susceptible to changes in employment laws and regulations or to changes in employment classifications by government agencies.
• The company depends on third-party providers for internet, other communication infrastructures and data management systems upon which its operations critically rely.
• The company's operations could be adversely affected by events outside of its control, such as natural disasters, wars, or health epidemics.
• If the company fails to develop, maintain, and enhance its brand and reputation, its business, operating results, and financial condition may be adversely affected.

Future Outlook

The company anticipates requiring a minimum of $350,000 in funding to sustain operations for the next 12 months, commencing 01/01/2025, and its ability to achieve full deployment within twelve months is contingent upon securing the necessary funding.

Management Comments

• At Groovy, our mission is to Save Lives using our Groovy (PaaS) and it extends beyond mere product verification.
• We are driven by a profound commitment to safeguarding consumers well-being and fostering trust within the cannabis industry.
• By ensuring the authenticity and traceability of cannabis products, we empower consumers to make informed decisions about their health and wellness.

Industry Context

The company is positioning itself within the growing cannabis industry by providing a blockchain-based platform for transparency, security, and efficiency throughout the supply chain.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or comparable companies.
• However, the focus on blockchain technology and NFT applications aligns with emerging trends in supply chain management and product authentication, as seen in companies like OriginTrail and VeChain in other sectors.
• The emphasis on data analytics and consumer engagement is also consistent with strategies employed by leading cannabis retailers and brands to enhance customer loyalty and optimize marketing efforts.

Legal Proceedings

• George Kuper, a former employee, filed a complaint against TransferLedger Co., resulting in a default judgment in favor of Mr. Kuper in the amount of $521,256, plus attorneys fees and costs.

Related Party Transactions

• The company executed employment and board of director agreements with its key employees, the controlling shareholders, who are its officers and directors of the Company.
• Mr. Franjose Yglesias agreed to accept the Company's common stock for the forgiveness of $480,800 in accrued compensation.
• The company has relied on advances from the Chief Executive Officers until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing.

Stakeholder Impact

• Shareholders face risks due to the company's financial losses and dependence on future funding.
• Employees' compensation is tied to the company's financial performance and ability to raise capital.
• Customers in the cannabis industry could benefit from the Groovy platform's transparency and product authentication features.
• Creditors face risks due to the company's default on convertible notes and working capital deficit.

Next Steps

• The company plans to raise capital to implement its strategy.
• The company will continue developing and enhancing the Groovy platform.
• The company will focus on building a trusted ecosystem and fostering collaboration within the cannabis industry.

Key Dates

Keywords

blockchain, cannabis, NFT, Groovy Platform, PaaS, cryptocurrency, financials, 10-K, Santo Mining