10-K: Greentech Innovations Reports Zero Revenue, Deepening Deficit in FY25
Annual Report
Greentech Innovations, Inc. reported no revenue for the fiscal year ended May 31, 2025, with a net loss of $60,650 and a significant working capital deficiency, raising substantial doubt about its ability to continue as a going concern.
Summary
- Reported no revenue for the fiscal years ended May 31, 2025, and May 31, 2024.
- Net loss decreased to $60,650 in FY2025 from $65,101 in FY2024.
- Operating expenses decreased by 12% to $31,099 in FY2025, primarily due to lower professional fees and general and administrative expenses.
- Working capital deficiency increased to $434,363 as of May 31, 2025, from $373,713 in the prior year.
- Accumulated deficit reached $39,149,633 as of May 31, 2025.
- The company has no cash and relies on director loans for operations.
- Substantial doubt exists about the company's ability to continue as a going concern, as highlighted by the independent auditor.
- The company's current business is described as the creation and development of utility/entertainment apps through its wholly-owned subsidiary, Analog Nest, and it also operates international online travel and hospitality web portals.
- Recently launched two additional travel sites, www.gohotelbookings.com and www.goflightsnow.com, to complement existing offerings.
- Plans to invest at least $100,000 USD in marketing to achieve 1 million new app installs or downloads in the next 12 months.
Sentiment
Score: 1
Explanation: The company exhibits severe financial distress with zero revenue, increasing working capital deficiency, and an accumulated deficit of over $39 million. The auditor's going concern warning, reliance on director loans, and significant corporate governance weaknesses contribute to an extremely negative outlook.
Positives
- Net loss decreased by 7% to $60,650 in FY2025 compared to $65,101 in FY2024.
- Operating expenses decreased by 12% ($4,370) in FY2025, primarily due to lower professional fees and general and administrative expenses.
- Successfully launched two additional travel booking websites, www.gohotelbookings.com and www.goflightsnow.com, expanding its 'Go Branding' suite.
- Analog Nest's apps have an aggregate of approximately nine million downloads globally, with some ranking within the top 1,000 of their categories in the US and top 10,000 overall on the Google Play Store.
- The company has implemented cybersecurity risk management procedures and has not identified any material cybersecurity incidents as of March 31, 2025.
Negatives
- Reported zero revenue for both the fiscal years ended May 31, 2025, and May 31, 2024.
- Incurred a net loss of $60,650 in FY2025, contributing to an accumulated deficit of $39,149,633.
- Working capital deficiency increased by $60,650 to $434,363 as of May 31, 2025.
- The company has no cash and is entirely dependent on financing from its director for operating expenses.
- Significant current liabilities include $129,402 in convertible notes and $169,341 in accrued interest, with the accrued interest exceeding the principal amount.
- Identified material weaknesses in internal control over financial reporting, including insufficient resources, inadequate segregation of duties, and lack of an audit committee or outside directors.
- The company's common shares are listed on the Pink Sheets of the OTC Markets, indicating a limited public market and potential for wide price fluctuations.
- The business description contains contradictions, stating the company disposed of its Analog Nest subsidiary in 2018, yet later describes Analog Nest as its 'wholly owned subsidiary' and its 'Current Business' in app development, while also stating in segment reporting that its 'single reporting segment' is international online travel and hospitality web portals.
Risks
- Going Concern Uncertainty: The company's ability to continue as a going concern is dependent on improving profitability and securing additional financial support from stockholders and lenders, given significant operating losses and a working capital deficiency.
- Reliance on External Funding: The company has historically relied on funds from stock sales and loans, and its failure to obtain future financing could have a material adverse effect.
- Highly Competitive Industry: The app industry has low barriers to entry and significant competition, and the company has limited experience in developing apps for mobile platforms. The online travel industry is also highly competitive.
- Regulatory Compliance: Subject to evolving and uncertain laws regarding consumer protection, intellectual property, and online service provider liability, particularly outside the United States.
- Cybersecurity Threats: Reliance on information technology systems makes the company vulnerable to cybersecurity incidents, despite implemented procedures.
- Limited Public Market: Trading on the Pink Sheets is often thin and characterized by wide fluctuations, making it difficult for shareholders to sell shares.
- Limited Unissued Shares: The company has a limited number of unissued shares that can be issued in the future for sales to generate working capital.
- Internal Control Weaknesses: Material weaknesses in internal control over financial reporting increase the risk of financial misstatements.
Future Outlook
The company aims to target 1 million new app installs in the next 12 months with a marketing budget of at least $100,000 USD. It also hopes for a potential resumption of travel in the mid to long term to further grow its 'Go Branding' travel suite. The company intends to reinvest any future earnings into business operations rather than paying cash dividends.
Management Comments
- "We believe that the Apps have a solid reputation in the App Stores some Apps are within the top 1,000 of their categories in the US and also top 10,000 out of all apps on the Google Play Store."
- "We believe that our Apps are for most part unique with solid source codes."
- "We attempt to distinguish the Apps by providing prompt customer services."
- "Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company’s obligations as they become due."
- "Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future."
Industry Context
The company operates in two highly competitive sectors: mobile application development and online travel booking. The mobile app industry is characterized by low barriers to entry and intense competition from established companies and newcomers. The online travel sector is also competitive, with the company attempting to grow its 'Go Branding' suite amidst a potential resumption of travel. The company's strategy of relying on organic growth through app store rankings and cross-promotion, alongside a planned marketing spend for new installs, is a common approach in the app market, but its zero revenue indicates a struggle to monetize effectively in either industry.
Comparison to Industry Standards
- The company's zero revenue and significant accumulated deficit of over $39 million are far below industry standards for established companies in both the mobile app and online travel sectors, which typically generate substantial revenue and aim for profitability.
- The reliance on director loans for all operating expenses and the increasing working capital deficiency are indicative of a pre-revenue or distressed startup, not a stable operating entity.
- While some apps are highly ranked, the inability to translate downloads into revenue suggests a failure to monetize effectively, contrasting with successful app developers like Supercell (Clash of Clans) or King (Candy Crush) which generate billions.
- In the online travel industry, major players like Booking.com, Expedia, and Tripadvisor have robust revenue models and significant market share, making Greentech's nascent travel portals with no reported revenue highly uncompetitive.
- The identified material weaknesses in corporate governance and internal controls are below the standards expected of publicly traded companies, even smaller reporting companies, and could deter institutional investors.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Weakness | Material weaknesses in internal control over financial reporting were identified as of May 31, 2022, and persist through the current reporting period. These include insufficient resources, inadequate segregation of duties, and the lack of a functioning audit committee or outside directors. | May 31, 2022 | Increases the likelihood that material misstatements in financial statements will not be prevented or detected. |
| Audit Committee Structure | Does not have a formal Audit Committee; the Board of Directors performs some audit committee functions. | N/A | Results in ineffective oversight of internal controls and procedures. |
| Code of Ethics | Has not adopted a Code of Business Conduct and Ethics. | N/A | May expose the company to ethical risks and lack clear guidelines for employee conduct. |
Related Party Transactions
- The Director of the Company made advancements of $29,298 for operating expenses during the year ended May 31, 2025.
- The Director of the Company made advancements of $36,111 for operating expenses during the year ended May 31, 2024.
- As of May 31, 2025, the amount due to the director was $131,117, which is non-interest bearing and due on demand.
Stakeholder Impact
- Shareholders: Face significant risk of capital loss due to zero revenue, persistent losses, increasing working capital deficiency, and the going concern uncertainty. The stock trades on the Pink Sheets, indicating illiquidity and high volatility.
- Creditors: Face high risk due to the company's inability to generate revenue, substantial accumulated deficit, and reliance on director loans, making repayment of convertible notes and accrued interest highly uncertain.
- Employees/Consultants: Compensation may be in the form of shares or options due to limited cash resources, which carries high risk given the company's financial state.
- Customers (App Users/Travel Bookers): Potential for service disruption or lack of continued development if the company's financial situation does not improve.
Next Steps
- Continue development of its international online travel and hospitality web portals.
- Target 1 million new app installs in the next 12 months with a marketing budget of at least $100,000 USD using Google's Universal app campaigns.
- Management plans to use third-party specialists for accounting and finance, increase independent reconciliations, and may consider appointing outside directors and audit committee members to address internal control weaknesses.
- Seek additional financing from shareholders, external fund providers, or through future public/private offerings of stock or loans.
- Reinvest any future earnings into business operations.
Key Dates
| Date | Description |
|---|---|
| 2013-04-20 | Company incorporated in Nevada as UpperSolution.com. |
| 2017-09-08 | Analog Nest Technologies, Inc. incorporated in Nevada. |
| 2017-12-01 | Analog Nest acquired various utility/entertainment apps. |
| 2018-01-10 | Company acquired 100% of Analog Nest Technologies, Inc. shares. |
| 2018-12-01 | Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. |
| 2019-06-01 | Company issued convertible notes to three unaffiliated parties for an aggregate amount of $81,859. |
| 2019-06-26 | Majority stockholders and board approved name change to Startech Labs, Inc. and a 95-for-1 reverse stock split. |
| 2019-07-17 | Name change to Startech Labs, Inc. and reverse stock split became effective. |
| 2019-08-31 | Company issued a convertible note of $14,717 to an unaffiliated party. |
| 2019-11-30 | Company issued a convertible note of $8,789 to an unaffiliated party. |
| 2020-01-03 | Company amended a convertible note of $25,000 issued on June 1, 2019. |
| 2020-02-17 | Amended convertible note sold to two unaffiliated parties. |
| 2020-02-29 | Company issued a convertible note of $4,956 to an unaffiliated party. |
| 2020-05-31 | Company issued a convertible note of $3,350 to an unaffiliated party. |
| 2020-06-01 | Principal of $11,000 from convertible notes converted for 5,500,000 shares of common stock. |
| 2020-08-31 | Company issued a convertible note of $16,632 to an unaffiliated party. |
| 2020-11-30 | Company issued a convertible note of $7,400 to an unaffiliated party. |
| 2021-01-16 | Company acquired travel booking websites and mobile apps. |
| 2021-02-28 | Company issued a convertible note of $2,700 to an unaffiliated party. |
| 2024-05-31 | Fiscal year end. |
| 2024-08-04 | Number of shareholders of record and shares outstanding reported. |
| 2024-11-30 | Aggregate market value of common stock held by non-affiliates was $45,593. |
| 2025-03-31 | No material cybersecurity incidents identified as of this date. |
| 2025-04-25 | Majority stockholders and board approved name change to Greentech Innovations, Inc. and a 100-for-1 reverse stock split, effective on this date. |
| 2025-05-31 | Fiscal year end. |
| 2025-08-03 | 606,475 shares of common stock outstanding. |
| 2025-08-29 | Date of signing of the annual report. |
Recommendation
strong sellGreentech Innovations, Inc. presents an extremely high-risk investment profile. The company has reported zero revenue for two consecutive fiscal years, indicating a complete failure to generate income from its stated business activities (mobile apps and travel portals). It operates with a substantial and growing accumulated deficit of over $39 million and an increasing working capital deficiency, leading to an explicit 'going concern' warning from its auditor. The company is entirely dependent on its director for financing operating expenses, which is unsustainable. Furthermore, significant material weaknesses in internal controls and corporate governance raise serious concerns about financial reporting reliability and oversight. The stock trades on the illiquid Pink Sheets. Given these severe fundamental issues, a seasoned investor would likely recommend a strong sell, as the company faces an existential threat without a clear path to profitability or sustainable funding.
Keywords
Greentech Innovations, 10-K, SEC Filing, Financial Report, Net Loss, Working Capital Deficiency, Going Concern, Mobile Apps, Travel Booking, Analog Nest Technologies, Online Travel, App Development, OTC Markets, Pink Sheets, Corporate Governance, Related Party Transactions, Convertible Notes, Cybersecurity Risk
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.