false FY 0001725911 P5M P5Y 0001725911 2023-01-01 2023-12-31 0001725911 2023-06-30 0001725911 2024-04-15 0001725911 2023-12-31 0001725911 2022-12-31 0001725911 us-gaap:RelatedPartyMember 2023-12-31 0001725911 us-gaap:RelatedPartyMember 2022-12-31 0001725911 us-gaap:SeriesAPreferredStockMember 2023-12-31 0001725911 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001725911 2022-01-01 2022-12-31 0001725911 us-gaap:PreferredStockMember 2021-12-31 0001725911 us-gaap:CommonStockMember 2021-12-31 0001725911 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001725911 us-gaap:RetainedEarningsMember 2021-12-31 0001725911 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001725911 2021-12-31 0001725911 us-gaap:PreferredStockMember 2022-12-31 0001725911 us-gaap:CommonStockMember 2022-12-31 0001725911 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001725911 us-gaap:RetainedEarningsMember 2022-12-31 0001725911 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001725911 us-gaap:PreferredStockMember 2022-01-01 2022-12-31 0001725911 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001725911 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001725911 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001725911 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0001725911 us-gaap:PreferredStockMember 2023-01-01 2023-12-31 0001725911 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001725911 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001725911 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001725911 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001725911 us-gaap:PreferredStockMember 2023-12-31 0001725911 us-gaap:CommonStockMember 2023-12-31 0001725911 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001725911 us-gaap:RetainedEarningsMember 2023-12-31 0001725911 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001725911 NBND:OfficersAndDirectorsMember 2023-01-01 2023-12-31 0001725911 NBND:OfficersAndDirectorsMember 2023-12-31 0001725911 NBND:PaulAdlerMember 2018-06-12 2018-06-14 0001725911 srt:PresidentMember NBND:GlobalDiversifiedHoldingsIncMember 2018-11-25 2018-11-26 0001725911 2022-08-30 2022-08-31 0001725911 NBND:TwoThousandTwentyThreeCommonStockMember 2023-01-01 2023-12-31 0001725911 NBND:TwoThousandTwentyThreeCommonStockMember 2023-12-31 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember srt:DirectorMember 2022-01-01 2022-03-31 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:DirectorOneMember 2022-07-01 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:DirectorOneMember 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:DirectorTwoMember 2022-07-01 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:DirectorTwoMember 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:DirectorThreeMember 2022-07-01 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:DirectorThreeMember 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:ConsultantsAndInvestorRelationsFirmMember 2022-07-01 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember NBND:ConsultantsAndInvestorRelationsFirmMember 2022-09-30 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember srt:DirectorMember 2022-10-01 2022-12-31 0001725911 NBND:TwoThousandTwentyTwoCommonStockMember srt:DirectorMember 2022-12-31 0001725911 us-gaap:SeriesAPreferredStockMember 2020-02-24 0001725911 us-gaap:SeriesAPreferredStockMember 2020-02-23 2020-02-24 0001725911 us-gaap:SeriesAPreferredStockMember NBND:PaulAdlerMember 2020-02-23 2020-02-24 0001725911 NBND:PaulAdlerMember 2023-01-01 2023-12-31 0001725911 NBND:EngagementAgreementMember NBND:SpencerClarkeMember us-gaap:CommonStockMember 2022-11-14 0001725911 NBND:EngagementAgreementMember NBND:SpencerClarkeMember 2023-12-31 0001725911 NBND:InPlayCapitalIncMember 2022-08-30 2022-08-31 0001725911 NBND:PresidentAndDirectorMember 2023-04-10 0001725911 NBND:PresidentAndDirectorMember 2023-11-01 2023-11-30 0001725911 2021-10-01 0001725911 2021-09-28 2021-10-01 0001725911 NBND:FundBoxMember 2023-12-31 0001725911 NBND:FundBoxMember 2022-12-31 0001725911 NBND:DiagonalLendingMember 2023-12-31 0001725911 NBND:DiagonalLendingMember 2022-12-31 0001725911 NBND:OtherMember 2023-12-31 0001725911 NBND:OtherMember 2022-12-31 0001725911 NBND:CanCapitalMember 2023-12-31 0001725911 NBND:CanCapitalMember 2022-12-31 0001725911 NBND:CreditLineLoanBuilderMember 2023-12-31 0001725911 NBND:CreditLineLoanBuilderMember 2022-12-31 0001725911 NBND:WebsterBankMember 2023-12-31 0001725911 NBND:WebsterBankMember 2022-12-31 0001725911 NBND:CreditLineSterlingMember 2023-12-31 0001725911 NBND:FundBoxMember 2023-01-01 2023-12-31 0001725911 NBND:PrincipalLoanMember 2023-12-31 0001725911 NBND:PrincipalLoanMember 2023-01-01 2023-12-31 0001725911 NBND:SecuritiesPurchaseAgreementMember 2023-12-31 0001725911 NBND:SecuritiesPurchaseAgreementMember 2023-01-01 2023-12-31 0001725911 us-gaap:SubsequentEventMember NBND:EngagementAgreementMember NBND:SpencerClarkeLLCMember 2024-03-22 2024-03-22 0001725911 us-gaap:SubsequentEventMember NBND:SpencerClarkeLLCMember NBND:CovePurchaseAgreementMember 2024-03-22 2024-03-22 0001725911 us-gaap:SubsequentEventMember NBND:EngagementAgreementMember NBND:SpencerClarkeLLCMember 2024-03-22 0001725911 NBND:SecuritiesPurchaseAgreementMember NBND:DiagonalLLCMember 2023-09-30 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:FiveCustomerMember 2023-01-01 2023-09-30 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:FiveCustomerMember 2022-01-01 2022-09-30 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerAMember 2023-01-01 2023-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerAMember 2022-01-01 2022-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerBMember 2023-01-01 2023-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerBMember 2022-01-01 2022-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerCMember 2023-01-01 2023-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerCMember 2022-01-01 2022-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerDMember 2023-01-01 2023-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerDMember 2022-01-01 2022-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerEMember 2023-01-01 2023-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerEMember 2022-01-01 2022-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerMember 2023-01-01 2023-12-31 0001725911 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember NBND:CustomerMember 2022-01-01 2022-12-31 0001725911 us-gaap:SubsequentEventMember NBND:CovePurchaseAgreementMember NBND:TwoTrancheMember 2024-03-22 0001725911 NBND:CovePurchaseAgreementMember us-gaap:SubsequentEventMember NBND:FirstTranchesMember 2024-03-22 0001725911 NBND:FirstTrancheMember NBND:CovePurchaseAgreementMember us-gaap:SubsequentEventMember 2024-03-22 2024-03-22 0001725911 NBND:CovePurchaseAgreementMember NBND:SecondTrancheMember us-gaap:SubsequentEventMember 2024-03-22 2024-03-22 0001725911 NBND:CovePurchaseAgreementMember us-gaap:SubsequentEventMember 2024-03-22 2024-03-22 0001725911 NBND:CovePurchaseAgreementMember us-gaap:SubsequentEventMember 2024-03-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure utr:sqft

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2023

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                    

 

Commissions file number 000-55889

 

NETBRANDS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   82-3707673

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

4042 Austin Boulevard, Suite B

Island Park, New York 11558

(Address of principal executive offices, including zip code)

 

(800) 500-5996

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

  

Name of each exchange on which registered

None   N/A   N/A

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

 

Common Stock, $0.0001 par value per share

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

☐ Yes ☒ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☐   Smaller reporting company ☒
    Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $185,468 on June 30, 2023.

 

As of April 15, 2024, there were 17,360,756 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

 

 

NETBRANDS CORP.

FORM 10-K

ANNUAL REPORT

For the Fiscal Year Ended December 31, 2023

 

TABLE OF CONTENTS

 

    Page
  PART I  
Item 1. Business 4
Item 1A. Risk Factors 7
Item 1B. Unresolved Staff Comments 13
Item 1C. Cybersecurity 14
Item 2. Properties 14
Item 3. Legal Proceedings 14
Item 4. Mine Safety Disclosures 14
     
  PART II  
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15
Item 6. Reserved 15
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19
Item 8. Financial Statements and Supplementary Data 19
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 19
Item 9A. Controls and Procedures 19
Item 9B. Other Information 19
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 20
   
  PART III  
     
Item 10. Directors, Executive Officers, and Corporate Governance 21
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24
Item 13. Certain Relationships and Related Transactions, and Director Independence 25
Item 14. Principal Accounting Fees and Services 25
     
  PART IV  
     
Item 15. Exhibits, Financial Statement Schedules 26
Item 16. Form 10-K Summary 27
Signatures 28

 

2
 

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements. Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include without limitation, risks related to general economic and business conditions; our ability to continue as a going concern; our ability to obtain financing necessary to operate our business; our limited operating history; our ability to recruit and retain qualified personnel; our ability to manage any future growth; our ability to research and successfully develop our planned products; our ability to successfully complete potential acquisitions and collaborative arrangements; and changes in the political and regulatory environment and in business and fiscal conditions in the United States and overseas. These risks and others described under the section “Risk Factors” below are not exhaustive.

 

All forward-looking statements speak only as of the date of this Annual Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

 

All references in this Annual Report to the “Company”, “we”, “us”, or “our”, are to NetBrands Corp., a Delaware corporation, and its wholly-owned subsidiary, Global Diversified Holdings, Inc., described below.

 

3
 

 

PART I

 

Item 1. Business

 

Overview

 

NetBrands Corp. (the “Company”) was incorporated on December 1, 2017, as a Delaware corporation under the name “Dense Forest Acquisition Corporation.” On June 13, 2018, in anticipation of its acquisition of Global Diversified Holdings, Inc., a private New York snack and gourmet food company (“GDHI”), the Company changed its to “Global Diversified Marketing Group Inc.”

 

On November 26, 2018, the Company consummated the acquisition of GDHI (the “Acquisition”). Prior to the Acquisition, the Company had no business and no operations. Pursuant to the Acquisition, the Company acquired the operations and business plan of GDHI. As a result of the acquisition, GDHI became our wholly owned operating subsidiary, and we changed our business focus to the business of GDHI, which was to develop and market healthy snack foods.

 

On August 31, 2022, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of 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. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay. The Company intends to make additional acquisitions of e-commerce businesses and assets in an attempt to grow its digital business.

 

On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflects the planned expansion of the Company’s digital business. On July 31, 2023, the Company’s common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol “NBND.”

 

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

 

Business

 

We are an early stage diversified holdings company which sells multiple products under common management with one of them a global multi-line consumer packaged goods (“CPG”) company with branded product lines in the food and snack industry. This division operates as marketer and distributor in the United States, Canada, and Europe. Another division is focused and involved in building and acquiring ecommerce assets as well as private businesses in various verticals with the goal of scaling them up and increasing revenue. Historically, the large majority of our sales have been through traditional brick-and-mortar methods. However, going forward, we intend to focus on growing our e-commerce business as well as maintaining the core business which in large part exists in brick and mortar. 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.

 

Packaged Goods

 

The Company is focused on developing and marketing products that appeal to consumers’ growing preference in the snack foods category. The Company is taking a major shift towards ecommerce development and acquisition of new ecommerce assets to diversify its business with an approximate 90/10 focus on ecommerce sales while still growing brick and mortar sales. As the Company identifies products that fit within its distribution channels, it will seek to enter into non-exclusive manufacturing and licensing agreements with such factories to manufacture products under the Company’s own trademarked brands for sale in the United States and/or global markets. Currently, the Company maintains six trademarks for its brands registered with the US Patent and Trademark Office. Each trademark covers numerous product lines with a variety of unique identifiers (known as SKUs) offered under the applicable brand name. The Company has non-contractual on-going relationships with a few Fortune 500 companies, including club and retail chain stores to whom the Company directly sells its products.

 

4
 

 

The Company sells its food and snack products directly in the United States and global markets through various distribution channels comprising specialty, grocery retailers, food-service distributors and direct store delivery (“DSD”), as well as the vending, pantry, and the micro-market segment. Our buyers typically represent recognized large retail chain stores. The products are then distributed by the chains to their local outlets. The Company seeks out and develops snacks and gourmet foods to brand under its trademarks based on market trends and input from the buyers as to consumer demand. The Company works closely with buyers to evaluate products with the intent to identify products that have likely customer demand. We recently re-branded and launched all new snack marketplace and will seek to gain market share in the ecommerce segment. Our re-branded website will serve as a snack marketplace which will carry its own branded products and other gourmet snacks and products.

 

We intend to develop additional gourmet foods and snack products under its trademarked brands and to expand the Company’s offering portfolio by identifying, producing, and marketing new products. Management believes that the strategy of acquiring small brands regional brands and adding these to the Company’s national distribution can prove beneficial for the Company.

 

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.

 

Vending Operations

 

In addition to placing its products with large retail specialty chains, the Company supplies products to vending channels throughout the United States through food service distributors. These vending machines are located in malls, service stations, and schools. The Company works with vending companies that have, in the aggregate, more than 100,000 machines nationwide. The Company supplies vending companies with products. The Company works directly with some vending companies and with others through its food service distributors. The broker pre-sells the products and the distributor services the accounts. When the distributor services the accounts, the distributor buys the product directly. Vending machine sales represent approximately one percent of our revenues.

 

E-Commerce Business

 

On August 31, 2022, the Company acquired from InPlay all of the assets relating to the online home fitness store known as “The Hula Fit,” including the Shopify Store and the TikTok, Facebook and Google ad accounts. The Company intends to make additional acquisitions of e-commerce businesses and assets in an attempt to grow its digital business.

 

Products and Trademarked Brands

 

The Company currently owns six trademark brands. Each brand encompasses numerous SKUs that are brought to the market from time to time. The Company produces its products primarily on an “on request” basis from its retail chain buyers for sale through such chains. The Company’s trademarks are listed below as follows:

 

Country  Mark  Status  Class   Serial Number   Registration Number   Registration Date  Owner Name  Expiration Date
USA  BISCOTTELLI  Live   030    86579810    4994327   3/28/2015  Paul Adler  3/27/25
USA  DOLCIBONO  Live   030    88639475    6078602   10/2/2019  Global Diversified Holdings, Inc.  10/1/29
USA  BONBONS DE PARIS  Live   030    87296805    544000   1/11/2017  Paul Adler  1/10/27
USA  FRUTTATA  Live   029    88519630    6171561   7/19/2019  Global Diversified Holdings, Inc.  7/18/29
USA  COCO BLISS  Live   030    87256922    5351910   12/5/2016  Paul Adler  12/4/26
USA  EZLYV  Live        97001930    6908603   8/30/2021  Global Diversified Holdings, Inc.  8/29/31

 

5
 

 

Retail Chain Buyers

 

The primary distribution of our products has been through specialty retail chains. We work with the buying office that determines placement for our products. The retail chain will then distribute the products to its retail outlets.

 

Our Strategy and Strengths

 

We believe a variety of favorable consumer trends, including a greater focus on health and wellness, increased consumption of smaller, more frequent meals throughout the day and a preference for convenient gourmet foods and snacks will continue to drive overall snacking growth within the overall market. Our Management believes that the Company’s products appeal to a wide range of consumers, including most age brackets. The young snackers, classified as those being between the ages of 18-34, tend to consume more snacks than average adults but the gourmet foods reach the broader adult market. The senior market tends to reduce snacks and gourmet foods. We expect to explore the development and acquisition of small regional brands and add them to the Company’s national distribution within the United States and globally.

 

We anticipate that our marketing strategy will use the internet and social media including Facebook, Instagram, and Twitter. Our distribution channels consist of retailers, distributors, online e-commerce, and vending companies. The Company’s marketing strategy is primarily targeted at vendors and retail chain stores.

  

The Company anticipates utilizing the following opportunities to further its marketing program, to obtain information to adjust and modify, as needed, the marketing program, and to create direct interest in its products:

 

Networking. Networking could be a low-cost but often effective means for us to generate partnerships and growth while bolstering personal commitments to the Company. Management will join wholesalers’ associations to network with other food manufacturers and distributors.

 

Trade Shows. The Company plans to attend trade shows and exhibitions related to the food manufacturing industry, such as SIAL, PLMA Amsterdam, Thaifex, Fancy Food, CIBUS, ISM, and ANUGA among others. Through attendance at conventions and trade shows, management remains knowledgeable and informed about advancements, trends, and issues of concern in the market. The Company will be pivoting in a different direction. E-commerce supplements and acquiring other e-commerce assets/or private business to be operating under a public setting.

 

Social Media and Food Blogging. The Company will manage its brands on social media sites, such as Facebook, Instagram, and Twitter. Twitter has proven an effective platform to conduct customer satisfaction surveys as well as solicit customer feedback.

 

The rise in popularity of the food blogging community has given consumers a massive platform on which to share their opinion and make their voices heard. This has led to a rise in consumer concerns about food, with increasing emphasis being placed on healthy eating and organic produce. The Company will use food blogging websites to promote its products and highlight benefits that appeal to a new generation of socially aware consumers.

 

Websites. A well-optimized website has been constructed, with proper site structure, page layout, and clear and easy navigation, along with targeted keywords embedded throughout the site to ensure prominent search engine placement and saturation. The Company’s websites are important marketing assets:

 

www.gdmginc.com,

www.dolcibono.com,

www.fruttatasnacks.com,

www.ezlyv.com

 

6
 

 

We anticipate that we will primarily target teens and adults up to age 65. The primary target market is “Young Snackers” that are 18-34 years old and tend to eat more snacks than other age groups. The trend of snacks between meals is especially strong with millennials and younger Americans. A quarter of American millennials, age 23 to 40, reported eating four or more times a day, compared to just 10% of Gen X and 9% of Baby Boomers. The Company believes that the senior age bracket (over 65) is not a strong snack market.

 

The Company use of co-packers for manufacturing and packaging of its products provides the most efficient and cost-effective means of operations for a small company like we are. It allows us to scale up and meet growing demand, without having to invest in our own industrial setting and without the high overhead costs of hiring salespeople as employees of the Company. The Company intends to employ this model strategy in the future and also to attract and retain an experienced sales team.

 

Competition

 

The snack food industry in the United States is very competitive, particularly in the savory and salty snack segment. In the United States, a study conducted and published by the Packaging Strategies magazine reported that snacks account for 51% of all food sales, and 92% of adults in the US have snacked within the last 24 hours.

 

The Company has observed an increased demand for “healthy” snacks. In the United States, companies are finding success in the “snackable” fruit and vegetable category, such as grapes or baby carrots.

 

A challenge facing entrants in the snack and gourmet food market is the dominance of leading snack food producers, particularly the industry leader PepsiCo. Large producers may experience a high degree of brand and consumer loyalty and typically possess sufficient capital to invest in extensive advertising and promotions to obtain a greater market share. Furthermore, companies such as PepsiCo often benefit from higher profit margins when compared with small- to medium-sized operators, enabling them to lower their product prices and to engage in price-based competition with competitors. Multinational producers may also experience lower per-unit costs due to economies of scale and scope.

 

Employees

 

The Company currently has one employee, its Chief Executive Officer.

 

Subsidiaries

 

The wholly-owned subsidiary, Global Diversified Holdings, Inc., is the Company’s only subsidiary.

 

Item 1A Risk Factors

 

Investing in our common stock involves a high degree of risk. Before investing in our common stock, you should carefully consider the risks described below, as well as the other information in this Annual Report, including our condensed consolidated financial statements and the related notes. In addition, we may face additional risks and uncertainties not currently known to us, or which as of the date of this registration statement we might not consider significant, which may adversely affect our business. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

 

Risks Related to our Business and Industry.

 

The Company depends on its President and Chief Financial Officer, to manage its business effectively and loss of the President and Chief Financial Officer could significantly impair the Company’s results.

 

The Company, through its subsidiary, has a developed track record of bringing successful new products to retail chain buyers for the placement and sale of the Company’s products. This track record has been developed by the President and Chief Financial Officer of the Company, Paul Adler, and his ability to locate and produce unique and quality snack and gourmet foods attractive to the buyer’s market. The loss of Mr. Adler as the Company’s President and Chief Financial Officer, or in active management of the Company, could have a significant negative impact of the operations of the Company. Such a loss could impact the production of the current product, the relationship with the retail chain stores and development of future products.

 

7
 

 

Our independent auditors have expressed their concern as to our ability to continue as a going concern.

 

On a consolidated basis, the Company has incurred significant operating losses since inception and has a working capital deficit and accrued liabilities. The consolidated financials have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. The Company’s existing operational cash flow may not be sufficient to fund presently anticipated operations, and the Company will need to raise additional funds through alternative sources of financing. There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding, if available, will be obtainable on terms acceptable to us. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with a consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern.

 

The gourmet and snack food markets are dominated by several large strong food producers.

 

A challenge facing potential new or expanding entrants in the market is the dominance of leading snack food producers, particularly industry leader PepsiCo. Large producers experience a high degree of brand and consumer loyalty and possess sufficient capital to invest in extensive advertising and promotions to obtain a greater market share. Furthermore, companies such as PepsiCo benefit from higher profit margins when compared with small- to medium-sized operators, enabling them to lower their product prices to engage in price-based competition with competitors. Multinational producers also experience lower per-unit costs due to economies of scale and scope. Although these factors do not prevent a prospect from entering the industry, they may hamper the success of new entrants.

 

In addition, many industry players have established relationships with downstream retailers, which may be difficult for new entrants to secure. Typically, supermarkets give companies with established brands the most optimal shelf space. Moreover, larger producers have established relationships with upstream suppliers, an advantage that new entrants may find difficult to replicate.

 

During the last two fiscal years the Company has had four to five major customers that accounted for between 92.6 - 99% of its sales.

 

Historically, the Company has relied on a small number of customers to generate a large portion of its revenue. In 2023, five customers accounted for approximately 99% of the Company’s revenue. In 2022, five customers accounted for approximately 92.6% of the Company’s revenues. The loss of any one of these customers would have a material adverse impact on our profitability and liquidity. Although we believe that we could locate replacement customers, the initial loss of such revenues could hamper on going production and distribution of the Company.

 

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results.

 

Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our financial condition and operating results. To manage our growth effectively, we must continually evaluate and evolve our business and manage our employees, operations, finances, technology and development, and capital investments efficiently. Our efficiency, productivity and the quality of our business may be adversely impacted if we fail to appropriately coordinate across our business operations. Additionally, rapid growth may place a strain on our resources, infrastructure, and ability to maintain the quality of our production. If and when our structure becomes more complex as we add additional staff, we will need to improve our operational, financial and management controls as well as our reporting systems and procedures. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating revenues.

 

8
 

 

As a food production company, all of our products must be compliant with regulations by the Food and Drug Administration, or FDA. Any non-compliance with the FDA could harm our business.

 

We must comply with various FDA rules and regulations, including those regarding product manufacturing, food safety, required testing and appropriate labeling of our products. While our products are in compliance with current regulations by the FDA, it is possible that regulations by the FDA and its interpretation thereof may change over time. As such, there is a risk that our products could become non-compliant with the FDA’s regulations and any such non-compliance could harm our business.

 

Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.

 

We regard our trademarks and other intellectual property rights as critical to our success and attempt to protect such intellectual property with registered and common law trademarks, restrictions on disclosure and other actions to prevent infringement. However, there can be no assurance that other third parties will not infringe or misappropriate our trademarks and similar proprietary rights. If we lose some or all of our intellectual property rights, our business may be materially adversely affected.

 

We may be subject to claims alleging the intellectual property subject to our licensing agreements is violating the intellectual property rights of others.

 

We may face significant expense and liability as a result of litigation or other proceedings relating to intellectual property rights of others. We could be required to participate in interference proceedings involving issued patents and pending applications of another entity. The cost to us of any such proceeding could be substantial. An adverse outcome in an interference proceeding could require us to cease using the technology, substantially modify it or to license rights from prevailing third parties. There is no guarantee that any prevailing owner of intellectual property would offer us a license so that we could continue to engage in our activities, or that such a license is made available to us, could be acquired on commercially acceptable terms. In addition, third parties may, in the future, assert other intellectual property infringement claims against us with respect to our services, technologies or other matters.

 

We may be subject to significant liability should the consumption of any of our products cause or be claimed to cause illness or physical harm.

 

We sell products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration, mislabeling and misbranding. Under certain circumstances, we may be required to, or may voluntarily, recall or withdraw products. Such withdrawal may negatively and significantly impact our sales and profitability for a period of time and could result in significant losses depending on the costs of the recall, the destruction of product inventory, product availability, competitive reaction and customer and consumer reaction. We may also be subject to claims or lawsuits resulting in liability for actual or claimed injuries, illness or death. Any of these events may result in a material adverse effect on our business. Even if a product liability claim or lawsuit is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image. Moreover, certain claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount that is required by our customers/retailers. However, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. A product liability judgment against us or a product recall could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

 

Limitations on director and officer liability and indemnification of our officers and directors by us may discourage stockholders from bringing suit against a director.

 

Our Certificate of Incorporation and Bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions.

 

9
 

 

We rely on information technology systems and could face cybersecurity risks.

 

We rely on information technologies and infrastructure to manage our business, including developing new business opportunities for our digital business. Malicious technology-related events, such as cyberattacks, computer hacking, computer viruses, ransomware, worms, and other destructive or disruptive software and other attempts to access confidential or personal data, denial of service attacks, and other malicious activities, are becoming increasingly diverse and sophisticated. These events are rising worldwide, highlighting the need for continual and effective cybersecurity awareness and education. We and our clients may become attractive targets of hackers, denial of service attacks, malicious code, phishing attacks, ransomware attacks, and other threat actors, which may result in security incidents, including unauthorized access, misuse, loss, corruption, inaccessibility of the data we use, or destruction of this data unavailability of services, or other adverse events. In the past, we have not faced cyber-attacks of this nature, but we may face such attacks in the future. We cannot guarantee that we will be able to prevent such attacks in the future. Efforts to develop, implement, and maintain security measures are costly, may not successfully prevent these events from occurring, and may require ongoing monitoring and updating as technologies and cyberattack techniques change frequently or are not recognized until they are successful.

  

Risks Related to Our Common Stock

 

The Company’s sole officer beneficially owns and will continue to own a majority of the Company’s common stock and, as a result, can exercise control over shareholder and corporate actions.

 

Paul Adler, the founder and President of the Company, is currently the beneficial owner of approximately 66.6% of the Company’s outstanding Common Stock, In addition, Mr. Adler owns 1,000 shares of Series A Super Voting Preferred Stock as such, he will have approximately 95.1% of the voting power in the Company and thus be able to control all matters requiring approval by shareholders, including the election of directors and approval of significant corporate transactions.

 

The Company has authorized the issuance of preferred stock with certain preferences.

 

The Company is authorized to issue up to 20,000,000 shares of $0.0001 par value preferred stock. The board of directors of the Company (the “Board”) has the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these rights may be superior to the rights of holders of the Shares. The Board may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the Board as a device to prevent a change in control of the Company. To the Company has designated 1,000,000 shares of Series A Super Voting Preferred Stock, each of which votes with the Common Stock and has 100,000 votes. Mr. Adler, our sole officer and a member of the Board, owns all the issued 1,000 shares of this class of preferred stock which gives him an additional 100,000,000 voting rights in any shareholder meeting.

 

Future capital raises may dilute our existing shareholders’ ownership, the value of their equity securities and/or have other adverse effects on our operations.

 

If we raise additional capital by issuing equity securities in connection with equity financings, our existing shareholder’ percentage ownership may decrease, and these shareholders may experience substantial dilution. If we raise additional funds by issuing debt instruments, these debt instruments could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our technologies or products, or to grant licenses on terms that are not favorable to us or could diminish the rights of our shareholders. Furthermore, if we offer to sell our shares of Common Stock in subsequent offerings for the purchase price that is less than the purchase price of shares of Common Stock offered pursuant to this Report, this may impact the value of equity securities of the shareholders that are purchasing our shares of Common Stock in the offering pursuant to this Report. In addition, the issuance of such additional shares may impact the ability of any investor to sell their shares once such shares are eligible for sale.

 

10
 

 

Our obligations to a noteholder are secured by a security interest in substantially all of our assets and a pledge of shares by our Paul Adler, the Company’s President, and a director of the Company, so if we default on those obligations, the noteholders could foreclose on, liquidate and/or take possession of our assets and/or Mr. Adler’s pledged shares.

 

On March 22, 2024, the Company entered into a Securities Purchase Agreement (the “Cove Purchase Agreement”) with Cove Funding LP, a Delaware limited partnership (“Cove Funding”), pursuant to which Cove Funding agreed to loan the Company up to $300,000, in two tranches (the “Cove Loan”), and the Company issued Cove Funding a 12% Senior Secured Convertible Promissory Note (the “Cove Note”) to evidence the Cove Loan, which matures on July 21, 2024. Simultaneously, to secure repayment of amounts due under the Cove Note, (a) the Company entered into a Security Agreement with Cove Funding (the “Cove Security Agreement”), pursuant to which Cove Funding was granted a first priority security interest in the Company’s assets, and (b) Paul Adler, the Company’s President, and a director of the Company, entered into a Pledge Agreement with Cove Funding (the “Cove Pledge Agreement”), pursuant to which Mr. Adler pledged 1,000 shares of the Company’s Class A Super Voting Preferred Stock and 11,568,843 shares of the Company’s common stock that he owns (collectively, the “Adler Shares”). As a result, if the Company defaults on its obligations under the Cove Note, Cove Funding could foreclose on their security interests and liquidate or take possession of some or all of the assets of the Company and/or the Adler Shares, which would harm our business, financial condition and results of operations and could require us to curtail, or even to cease our operations.

  

The Company’s election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

 

Pursuant to the JOBS Act, as an emerging growth company, the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

 

“Penny Stock” rules may make buying or selling our Common Stock difficult. Limitations upon Broker-Dealers Effecting Transactions in “Penny Stocks”

 

Trading in our Common Stock is subject to material limitations as a consequence of regulations which limit the activities of broker-dealers effecting transactions in “penny stocks.” Pursuant to Rule 3a51-1 under the Exchange Act, our Common Stock is a “penny stock” because it (i) is not listed on any national securities exchange (ii) has a market price of less than $5.00 per share, and (iii) its issuer (the Company) has net tangible assets less than $2,000,000 (if the issuer has been in business for at least three (3) years) or $5,000,000 (if the issuer has been in business for less than three (3) years).

 

Rule 15g-9 promulgated under the Exchange Act imposes limitations upon trading activities on “penny stocks”, which makes selling our Common Stock more difficult compared to selling securities which are not “penny stocks.” Rule 15a-9 restricts the solicitation of sales of “penny stocks” by broker-dealers unless the broker first (i) obtains from the purchaser information concerning his financial situation, investment experience and investment objectives, (ii) reasonably determines that the purchaser has sufficient knowledge and experience in financial matters that the person is capable of evaluating the risks of investing in “penny stocks”, and (iii) delivers and receives back from the purchaser a manually signed written statement acknowledging the purchaser’s investment experience and financial sophistication.

 

Rules 15g-2 through 15g-6 promulgated under the Exchange Act require broker-dealers who engage in transactions in “penny stocks” first to provide their customers with a series of disclosures and documents, including (i) a standardized risk disclosure document identifying the risks inherent in investing in “penny stocks”, (ii) all compensation received by the broker-dealer in connection with the transaction, (iii) current quotation prices and other relevant market data, and (iv) monthly account statements reflecting the fair market value of the securities.

 

There can be no assurance that any broker-dealer which initiates quotations for the Common Stock will continue to do so, and the loss of any such broker-dealer likely would have a material adverse effect on the market price of our Common Stock.

 

11
 

 

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

 

In addition to the “penny stock” rules described below, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

Because our Common Stock is deemed a low-priced “penny stock,” it will be cumbersome for brokers and dealers to trade in our Common Stock, making the market for our Common Stock less liquid and negatively affect the price of our stock.

 

We will be subject to certain provisions of the Exchange Act, commonly referred to as the “penny stock” rules as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Since our stock is deemed to be a penny stock, trading is subject to additional sales practice requirements of broker-dealers. These require a broker-dealer to:

 

  ● Deliver to the customer, and obtain a written receipt for, a disclosure document;
  ● Disclose certain price information about the stock;
  ● Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
  ● Send monthly statements to customers with market and price information about the penny stock; and
  ● In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

 

Consequently, penny stock rules and FINRA rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our Common Stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

 

We are an “emerging growth company” under the JOBS Act of 2012 and a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies, our Common Stock may be less attractive to investors.

 

We are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period to comply with new or revised accounting standards.

 

12
 

 

We will remain an “emerging growth company” until the earlier of (i) the last day of the year following the fifth anniversary of the date of the completion of our initial public offering, (ii) the last day of the year in which we have total annual gross revenue of at least $1.07 billion, (iii) the last day of the year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period..

 

Even after we no longer qualify as an “emerging growth company,” we may still qualify as a “smaller reporting company,” which would allow us to continue to take advantage of many of the same exemptions from disclosure requirements, including, among other things, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, presenting only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and reduced disclosure obligations regarding executive compensation in this Report and our periodic reports and proxy statements.

 

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

 

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

 

Since we are traded on the OTC Pink Market, an active, liquid trading market for our Common Stock may not develop or be sustained. If and when an active market develops the price of our common stock may be volatile.

 

Presently, our Common Stock is traded on the OTC Pink Market. There is a very limited trading in our stock and there is no assurance that an active market will develop. In the absence of an active trading market, investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of our Common Stock may be limited, and a lack of visibility for shares of our Common Stock may have a depressive effect on the market price for shares of our Common Stock. The lack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares.

 

Trading in stocks quoted on the OTC Pink Market is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our Common stock. Moreover, the OTC Pink Market is not a stock exchange and is not an established market, and trading of Securities is often more sporadic than the trading of securities listed on a national stock exchange like the NYSE. Accordingly, you may have difficulty reselling any shares of Common Stock.

 

Item 1B. Unresolved Staff Comments

 

None

 

13
 

 

Item 1C Cybersecurity

 

Our Board of Directors is responsible for exercising oversight of management’s identification and management of, and planning for, risks from cybersecurity threats.

 

We are developing processes, that seek to assess, identify, and manage material risks from cybersecurity threats to the IT systems and information that we use or will use, transmit, receive, and maintain. The processes for assessing, identifying, and managing material risks from cybersecurity threats include our efforts to identify the relevant assets that could be affected, determine possible threat sources and threat events, assess threats based on their potential likelihood and impact, and identify controls that are in place or necessary to manage and/or mitigate such risks.

 

We have not experienced any material cybersecurity incidents, and the expenses incurred from any security incidents have been immaterial. However, as discussed under “Risk Factors” in Part I, Item 1A of this Annual Report, cybersecurity threats pose multiple and potentially material risks to us, including potentially to our results of operations and financial condition. We rely extensively on information technology systems and could face cybersecurity risk. As cybersecurity threats become more frequent, sophisticated, and coordinated, it is reasonably likely that we may expend greater resources to continue to modify and enhance protective measures against such security risks.

 

Item 2. Properties

 

The Company does not own real properties. The Company has one lease. The Company leases approximately 1,500 square feet of office space at 4042 Austin Boulevard, Suite B, Island Park, New York 11558. On October 1, 2021, the Company entered into a 60-month lease for $20,976 per year for the first two years, with 3% annual escalation clauses for the last three years of the lease. The lease contains one five-year renewal option.

  

Item 3. Legal Proceedings

 

On January 10, 2024, a lawsuit was commenced against the Company by 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), in the Circuit Court of Fairfax County, Virginia (the “Action”), seeking to recover $151,325.08 of outstanding indebtedness due under an unsecured convertible promissory note (the “1800 Diagonal Note”). As of January 10, 2024, the Company acknowledged the outstanding indebtedness under the 1800 Diagonal Note, and agreed to pay 1800 Diagonal (a) $5,000 on each of March 1, 2024, April 1, 2024, and May 1, 2024, and (b) $7,500 on June 1, 2024, and the 1st day of each successive month thereafter until the indebtedness is paid in full (anticipated to span approximately 18 months). Provided that all payments are timely made, 1800 Diagonal agreed to forbear and not (a) prosecute the Action, or (b) convert all or any part of the outstanding and unpaid amount of the 1800 Diagonal Note into shares of the Company’s common stock. Any payment not timely received shall constitute a default, and upon such default 1800 Diagonal’s forbearance shall immediately be vacated and 1800 Diagonal shall be free, without restriction, to pursue the Action.

 

Other than as set forth above, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

14
 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our Common Stock is currently quoted on the OTC Pink marketplace of OTC Markets Group, Inc., an inter-dealer quotation system, under the symbol “NBND.” However, there is currently only a limited trading market for our Common Stock and there is no assurance that a regular trading market will ever develop.

 

On April 10, 2024, the last reported closing price of our Common Stock was $0.10 per share.

 

Holders

 

As of April 12, 2024, there were 34 shareholders of record of our Common Stock.

 

Dividends

 

We have never declared or paid any cash dividends on our common stock. We intend to retain future earnings, if any, to finance the expansion of our business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

There were no sales of equity securities during the period covered by this Annual Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We do not presently maintain any equity compensation plans and have not maintained any such plans since our inception.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None.

 

Item 6.  

 

[Reserved]

  

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview and Recent Developments

 

The Company was incorporated in the State of Delaware on December 1, 2017, under the name “Dense Forest Acquisition Corporation.” The Company was incorporated on December 1, 2017 as a Delaware corporation under the name “Dense Forest Acquisition Corporation,” Prior to the acquisition of GDHI as a subsidiary, the Company had no operations other than the administrative operations involved with the change in control. The information discussed herein below reflects the results of the Company’s subsidiary, GDHI, an operating company in the snack and gourmet food production, marketing, and distribution industry.

 

15
 

 

Recent Developments

 

Purchase Agreement with 1800 Diagonal

 

On June 6, 2023, the Company entered into a securities purchase agreement (the “1800 Purchase Agreement”) with 1800 Diagonal, pursuant to which the Company issued the 1800 Diagonal Note. The 1800 Diagonal Note has a principal balance of $117,320, and a stated maturity date of April 15, 2024. A one-time interest charge of 13%, or $15,251, was applied on the date of issuance and was immediately expensed. The 1800 Diagonal Note provides that the interest and outstanding principal shall be paid in nine payments, each in the amount of $14,730.11 (a total payback to 1800 Diagonal of $132,571), starting on July 15, 2023, with eight subsequent payments due each month thereafter.

 

The Company did not make payments when required under the 1800 Diagonal Note, resulting in a default and the commencement of the Action by 1800 Diagonal seeking to recover $151,325.08 of outstanding indebtedness due under the 1800 Diagonal Note. As of January 10, 2024, the Company acknowledged the outstanding indebtedness under the 1800 Diagonal Note, and agreed to pay 1800 Diagonal (a) $5,000 on each of March 1, 2024, April 1, 2024, and May 1, 2024, and (b) $7,500 on June 1, 2024, and the 1st day of each successive month thereafter until the indebtedness is paid in full (anticipated to span approximately 18 months). Provided that all payments are timely made, 1800 Diagonal agreed to forbear and not (a) prosecute the Action, or (b) convert all or any part of the outstanding and unpaid amount of the 1800 Diagonal Note into shares of the Company’s common stock. Any payment not timely received shall constitute a default, and upon such default 1800 Diagonal’s forbearance shall immediately be vacated and 1800 Diagonal shall be free, without restriction, to pursue the Action.

 

Purchase Agreement with Cove Funding

 

On March 22, 2024, the Company entered into the Cove Purchase Agreement with Cove Funding, pursuant to which Cove Funding agreed to extend the Cove Loan to the Company in the amount of up to $300,000, in two tranches. On March 22, 2024, the Company issued the Cove Note to Cove Funding in the principal amount of $187,777, evidencing the First Tranche of the Cove Loan. The Company received net proceeds of $150,000 (after deducting a 5% commitment fee, a 5% diligence fee, and Cove Funding’s fees and expenses related to the transaction, including attorney’s fees). The difference between the amount of the First Tranche and $300,000 (less a 5% commitment fee, a 5% diligence fee, and Cove Funding’s fees and expenses related to the transaction, including attorney’s fees) may be funded in a second tranche (the “Second Tranche” and, together with the First Tranche, the “Principal Amount”), upon the Company’s written request, and subject to certain conditions.

 

The Cove Note has a stated maturity date of July 22, 2024 (as such date may be extended by the parties, the “Maturity Date”), and an interest rate of 12% per annum, which begins to accrue on the First Tranche on the Closing Date and will begin to accrue on the Second Tranche if and when such amount is funded by Cove Funding. Any Principal Amount that is not paid when due will bear interest at a rate of the lesser of (a) 24% per annum, or (b) the maximum amount permitted by law. The Cove Convertible Note may not be prepaid in whole or in part, except as otherwise set forth in the Cove Note. Pursuant to the terms of Cove Note, if the Cove Loan is not repaid on or before the Maturity Date, the Company is required to issue Cove Funding shares of its Common Stock, on a monthly basis (subject to a 4.99% beneficial ownership limitation), with a value of 16.67% of the principal amount of the Cove Loan outstanding as of each issuance date, plus a commitment fee equal to 5% of such outstanding principal amount, until the Cove Loan is repaid in full (collectively, the “Penalty Shares”). In addition, commencing on the Maturity Date, Cove Funding may (subject to a 4.99% beneficial ownership limitation) convert amounts due under the Cove Note into shares of the Company’s Common Stock (collectively, the “Conversion Shares”) at a conversion price equal to the lesser of (a) $0.07, or (b) the five-trading day closing price average immediately prior to the conversion date. The number of Conversion Shares issuable upon conversion of the Cove Note will be subject to adjustment from time-to-time in the event of any combination, extraordinary distribution, dilutive issuance, or similar event. Upon the occurrence of an event of default under the Cove Note, 125% of the amounts due under the Cove Note will become immediately due and payable. In addition, as long as the Company has any obligations outstanding under the Cove Note, the Company may not (among other things), without Cove Funding’s written consent, incur any senior or pari passu indebtedness, sell a significant amount of the Company’s assets, or issue equity securities in an amount greater than 10% of the Company’s outstanding Common Stock, subject to certain exceptions.

 

16
 

 

In order to further induce Cove Funding to make the Cove Loan to the Company, (a) the Company entered into the Cove Security Agreement with Cove Funding, pursuant to which Cove Funding was granted a first priority security interest in the Company’s assets, and (b) Paul Adler, the Company’s Chief Executive Officer, and a director of the Company, entered into the Cove Pledge Agreement with Cove Funding, pursuant to which Mr. Adler pledged the Adler Shares.

 

Addendum to the Engagement Agreement with Spencer Clarke

 

On March 22, 2024, the Company and Spencer Clarke, LLC (“Spencer Clarke”) executed an addendum to their engagement agreement for investment banking related services, dated November 14, 2022 (the “Engagement Agreement”), pursuant to which the term of the Engagement Agreement was further extended to June 21, 2024, as such term may be further extended pursuant to the terms and conditions of the Engagement Agreement.

 

In addition, in connection with the closing of the Cove Loan, the Company (a) paid Spencer Clarke a cash fee of $25,000 (for up to $300,000 raised in the financing), and (b) issued Spencer Clarke a Common Stock Purchase Warrant (the “Warrant”) to purchase 814,285 shares of the Company’s Common Stock (for up to $300,000 raised in the financing) (the “Warrant Shares”). The Warrant is exercisable for a term of five years from the date of issuance. The Warrant has an exercise price of $0.07 per share, subject to adjustment. The Warrant may be exercised for cash, or on a cashless basis. Spencer Clarke may not exercise the Warrant with respect to any number of shares that would cause it to beneficially own in excess of 9.99% of the Company’s number of issued and outstanding shares of Common Stock, waivable upon 61 days’ prior notice to the Company. The exercise price of the Warrant is subject to adjustment for subdivision or consolidation of the Company’s shares, or other dilutive issuances. Spencer Clarke has piggyback registration rights with respect to the Warrant Shares.

 

Loans from an Officer

 

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. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. The due date of this loan has been extended to July 9, 2024. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date.

 

As of April 8, 2024, Mr. Adler had advanced an additional $54,728.99 to the Company, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, are due and payable on July 9. 2024, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date.

 

Discussion of the Years Ended 2023 and 2022

 

Revenues and Cost of Sales

 

Sales for the year ended December 31, 2023, were $644,535, compared to sales of $1,643,138 for the year ended December 31, 2022, a decrease of $998,603, or 60.8%.

 

We incurred a significant loss of revenue in 2023 compared to 2022 due to the supply, shipping and logistic issues, transitioning from a public warehouse to our own warehousing facility, and the significant loss of revenue on a product with eight SKUs that was produced in Russia that is no longer available to us. Without having an adequate amount of inventory on hand to fulfill existing and future orders, and our lack of sufficient liquidity, our ability to conduct future business with our customers is impaired

 

Historically, the Company has relied on a small number of customers to generate a large portion of its revenue. In 2023, five customers accounted for approximately 99% of the Company’s revenues. In 2022, five customers accounted for approximately 92.3% of the Company’s revenues. Loss of any one of these customers would have a material adverse impact on the Company’s profitability and liquidity.

 

For the year ended December 31, 2023, gross profit was $164,690, or 25.6% of revenue, compared to gross profit of $407,610, or 24.8 % of revenue, for the year ended December 31, 2022. The decrease in gross profit was attributable to lower sales volumes.

 

Operating expenses

 

Operating expenses for the year ended December 31, 2023, were $1,079,985, compared to $1,474,405 for the year ended December 31, 2022. Operating expenses consisted of payroll and taxes, legal and professional fees, rent and selling, general and administrative expenses. Operating expenses included $164,500 and $227,361 in non-cash stock- based compensation for years ended December 31, 2023 and 2022, respectively. Excluding this stock-based compensation in both periods, operating expenses were $915,485 and $1,247,044, for periods ended December 31, 2023 and 2022, respectively. Excluding stock-based compensation in both periods the decrease in operating expenses in 2023 compared to 2022 is attributable to lower expenses in all categories due to lower volume and a significant decrease of $252,297 in officer compensation and other payroll expense.

 

17
 

 

Other income and (expense)

 

Other expense is comprised solely of interest expense. Other expense was $406,046 for the year ended December 31, 2023, compared to $19,867 in other expense during the year ended December 31, 2022, as a result of higher levels of borrowings due to the loss of liquidity from operating activities.

 

Net loss

 

As a result of the foregoing, we recorded a net loss of $1,321,341 or $(0.08) per share for year ended December 31, 2023, compared to a loss of $1,086,662 or $(0.07) per share for the year ended December 31, 2022.

 

Liquidity and Capital Resources

 

As of December 31, 2023, we had cash of $1,013, as compared to $54,185 as of December 31, 2022. Net cash used in operating activities for the year ended December 31, 2023, was $430,093, compared to $436,645 for the year ended December 31, 2022.

 

Cash flows used in investing activities was $-0- for the year ended December 31, 2023, compared to $50,000 used to purchase intangible assets in 2022.

 

Cash flows from financing activities was $376,921 for the year ended December 31, 2023, compared to $228,257 during the year ended December 31, 2022. The increase is primarily attributable to $178,729 provided by notes payable extended by the Company’s CEO.

 

Since our inception through December 31, 2023, we have funded our operations, principally with the issuance of equity and debt.

 

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. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. The due date of this loan has been extended to July 9, 2024. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date. As of April 8, 2024, Mr. Adler had advanced an additional $54,728 to the Company on the same terms.

 

On June 6, 2023, in connection with entering into the 1800 Purchase Agreement with 1800 Diagonal, and the issuance of the Note to 1800 Diagonal, the Company received the net proceeds of $100,000. The Company used the net proceeds for working capital and general corporate purposes.

 

On March 22, 2024, in connection with entering into the Cove Purchase Agreement with Cove Funding, and the issuance of the Cove Note to Cove Funding, the Company received net proceeds of $150,000 from the Cove Loan. The Company plans to use the net proceeds for working capital and general corporate purposes.

 

Seasonality

 

The Company’s business is not subject to seasonality.

 

Off-Balance Sheet Arrangements.

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

18
 

 

Critical Accounting Policies

 

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Going Concern

 

There is substantial doubt about the Company continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. For the period ended December 31, 2023, the Company had a net loss of $1,321,341 and had a stockholder’s deficit of $1,867,795.

 

The consolidated financials have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. If the Company is in fact unable to continue as a going concern, the shareholders may lose some or all of their investment in the Company.

 

Item 7A Quantitative and Qualitative Disclosures About Market Risks

 

As a smaller reporting company, we are not required to provide this information.

 

Item 8. Financial Statements and Supplementary Data

 

The information for this Item 8 is included following the “Index to Financial Statements” on page F-1 of this Annual Report.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

There were no disagreements with the Company’s accountants on accounting or financial disclosure for the period covered by this report.

 

Item 9A. Controls and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year under the supervision and with the participation of the Company’s principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, the principal officer believes that the Company’s disclosure controls and procedures are effective in gathering, analyzing, and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized, and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company. Management has determined that disclosure controls and procedures were effective as of December 31, 2023.

 

19
 

 

Management’s Report of Internal Control over Financial Reporting

 

The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s sole officer, its president, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023, based on those criteria. A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

 

BF Borgers CPA PC., Lakewood, Colorado, the independent registered public accounting firm of the Company, has not issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as no such report is required for a smaller reporting company.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information

 

Not applicable.

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

Not applicable.

 

20
 

 

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance

 

Officers and Directors

 

The Directors and Officers of the Company are as follows:

 

Name   Age   Position   Director/Executive Officer Since
             

Paul Adler 

   47   President, Chief Financial Officer, Secretary, Treasurer, Director   June 13, 2018
             
James Curtis Donegan   66   Director   February 24, 2021
             
Michael Cascione(1)   64   Director   February 24, 2021
             
Sandra G. Williams   78   Director   February 24, 2021
             
David Natan   70   Director   February 24, 2021

 

 

  (1) On April 8, 2024, Michael Cascione resigned as a member of the Company’s Board of Directors.

 

Officers and Directors of Global Diversified Holdings, Inc. (“GDHI”)

 

The Company’s operating subsidiary, GDHI, has a separate board of directors from the Company which consists of:

 

Name   Position
     
Paul Adler   President, Secretary, CFO, Director

 

The Company is authorized to have at least one director but no more than five. Each of the Company’s directors serves for a term of one year or until a successor is elected and qualified. Set forth below is a brief description of the background and business experience of our executive officers and directors.

 

Paul Adler

 

President, Secretary, Chief Financial Officer and a Director of the Company.

 

Paul Adler was appointed as a member of the Board on June 13, 2018. He has over a decade of experience in food manufacturing and marketing industries having served as a board member in two food manufacturing companies. In 2012, Mr. Adler established Fruttata Brand, a line of freeze-dried healthy fruit snacks, under the corporate umbrella of Global Diversified Holdings, Inc., the subsidiary of the Company. Since 2012, Mr. Adler has worked with Global Diversified Holdings Inc., our subsidiary, in which he currently serves as a director, President, Chief Financial Officer and Secretary, to continue its development as a manufacturer, marketer and supplier of unique products. Mr. Adler has extensive knowledge of day-to-day business operations ranging from Wall Street companies to running a private company and has been successful at establishing long-lasting business relationships throughout his career. Mr. Adler’s extensive experience in the industry led to the decision to appoint him to the board of directors.

 

James Curtis Donegan has 30 years sales and marketing experience in the food industry. Mr. Donegan’s has been the principal of Crestview Consultants since 2006 serving various food industry clients. Prior thereto he worked for many food industry companies including P&G from 1979 to 1981, Pepsi from 1981 to 1983, Ragu Foods – Unilever from 1983 to 1989, McCain Elio’s Foods from 1989 to 1992 and others. Mr. Donegan’s experience in the food industry led to the decision to appoint him to the board of directors.

 

21
 

 

Sandra G. Williams has been a consultant to a New York City sportswear and dress manufacturer since May 2018. Prior thereto was at TJX Corporation in various capacities from 2000 to 2018. Mrs. William’s experience led to the decision to appoint her to the board of directors.

 

David Natan currently serves as President and Chief Executive Officer of Natan & Associates, LLC, a consulting firm offering chief financial officer services to public and private companies in a variety of industries, since 2007. From February 2010 to May 2020, Mr. Natan served as Chief Executive Officer of ForceField Energy, Inc. (OTCMKTS: FNRG), a company focused on the solar industry and LED lighting products. From February 2002 to November 2007, Mr. Natan served as Executive Vice President of Reporting and Chief Financial Officer of PharmaNet Development Group, Inc., a drug development services company, and, from June 1995 to February 2002, as Chief Financial Officer and Vice President of Global Technovations, Inc., a manufacturer and marketer of oil analysis instruments and speakers and speaker components. Prior to that, Mr. Natan served in various roles of increasing responsibility with Deloitte & Touche LLP, a global consulting firm. and serves as a member of the Board of Directors and Chair of the Audit Committee of the Board of Directors of Sunshine Biopharma, Inc. (Nasdaq: “SBFM”) a pharmaceutical and nutritional supplement company, since February 2022. On August 15, 2022 Mr. Natan became an independent Director of Titan Pharmaceuticals, Inc. (Nasdaq: “TTNP”) where he serves as Chair of the Audit Committee.. Previously, Mr. Natan served as Chairman of the Board of Directors of ForceField Energy, Inc., from April 2015 to May 2020, and as a member of the Board of Directors of Global Technovations, Inc., from December 1999 to December 2001. Mr. Natan holds a B.A. in Economics from Boston University.

 

Director Independence

 

With the exception of Paul Adler, our Board has determined that all of our directors are independent, as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). In assessing the independence of the directors, the Board considers any transactions, relationships and arrangements between our Company and our independent directors or their affiliated companies. This review is based primarily on responses of the directors to questions in a director and officer questionnaire regarding employment, business, familial, compensation and other relationships with our Company or our management.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by the Board.

 

Committees of the Board

 

The Company established its Audit Committee on April 5, 2021. The Audit Committee will (a) assist the Board in fulfilling its oversight of: (i) the quality and integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements relating to the Company’s financial statements and related disclosures; (iii) the qualifications and independence of the Company’s independent auditors; and (iv) the performance of the Company’s independent auditors; and (b) prepares any reports that the rules of the SEC require be included in the Company’s annual proxy statement. We appointed our new director, David Natan, as a member of the Audit Committee. Our Board may designate from among its members to appoint additional members to the Audit Committee in the future. We have not adopted a written audit committee charter at this time.

 

22
 

 

Other than the audit committee, the Company currently does not have any other committees, nor does the Company have a written nominating, compensation or audit committee charter. The Board believes that it is not necessary to have such committees, at this time, because they can adequately perform the functions of such committees. However, the Board may establish such committees in the near future upon the Board’s determination.

 

The Company does not currently have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Board believe that, given the stage of the Company’s development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. The Company does not currently have any specific or minimum criteria for the election of nominees to the Board and does not have any specific process or procedure for evaluating such nominees. The Board will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with the Board may do so by directing a written request addressed to our President and Director, at the address appearing on the first page of this filing.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers, other than one of our advisors, Anthony Cascione, who is the son of Michael Cascione, a director.

 

Certain Legal Proceedings

 

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

 

Oversight

 

Effective risk oversight is an important priority of the Company. Because risks are considered in virtually every business decision, the Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

 

Corporate Governance

 

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so. Prior to the establishment of an audit committee, our Board was responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. With the establishment of the audit committee, the audit committee will perform this and other functions, assisting the Board in fulfilling its oversight responsibilities.

 

Code of Ethics

 

Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to the directors, officers and employees of the Company. We have filed a copy of our Code as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023. Our Code may be reviewed by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code will be provided without charge upon request from us.

 

 

23
 

 

Item 11. Executive Compensation

 

Summary Compensation

 

Name and principal position  Year  Compensation ($)   Bonus ($)   Stock awards ($)   Option awards ($)   Nonequity incentive plan compensation ($)   Nonqualified deferred compensation earnings ($)   Total
($)		 
(a)  (b)   (c)    (d)    (e)    (f)    (g)    (h)      
Paul Adler                              
CEO,  2023   183,826                             183,286(1)
President  2022   394,000                             394,000 

 

  (1) $32,288 of this amount has been deferred and is unpaid as of April 10, 2024

 

No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us for the benefit of our employees. We had no outstanding equity awards as of the date of this Report.

 

There were no outstanding equity awards made to any officers or directors as of December 31, 2023.

 

Employment Agreements, Termination of Employment, Change-in-Control Arrangements

 

The Company has not entered into any employment agreements with any officers or key personnel. The Company does not have any change-in-control agreements with any of its executive officers.

  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (1)

 

The following table lists, as of April 10, 2024, the number of shares of Common Stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each of our directors (iii) each of our Named Executive Officers and (iv) all executive officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. The Company does not have any compensation plans. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each shareholder’s address is c/o NetBrands Corp. 4042 Austin Boulevard, Suite B, Island Park, New York 11558.

 

The percentages below are calculated based on 17,360,756 shares of Common Stock issued and outstanding as of April 12, 2024.

 

Name and Position  Shares Owned   Percent of Class 
         
Paul Adler President, CFO, Director   11,568,843(1)   

66.6

%(1)
James Curtis Donegan, Director   125,000     *  
Sandra G. Williams, Director   100,000     *  
David Natan, Director   550,000    3.2 %
           
All Officers and Directors as a Group (5 person)   12,343,843    71.1%

 

* Less than 1%

 

(1) Includes 650,000 shares held by Mr. Adler’s spouse. Mr. Adler has pledged 11,568,843 of these shares to further secure the Company’s obligations under the Cove Note.

 

24
 

 

The following table sets forth as of the date of this Annual Report, each person known by the Company to be an officer or director of the Company or a beneficial owner of five percent or more of the Company’s Series A Super Voting Preferred Stock.

 

Name and Position  Shares Owned   Percent of Class 
         
Paul Adler, President, CEO and Director   1,000(1)   100%

 

Each share of Series A Preferred votes with the Common Stock and has 100,000 votes. Accordingly, Mr. Adler has an additional 100,000,000 votes in addition to his 11,568,843 shares of Common Stock and together has an aggregate of 111,568,643 voting share equivalents equaling more than 95.1% of the voting power of our stock.

 

  (1) Mr. Adler has pledged these shares to further secure the Company’s obligations under the Cove Note.

  

Item 13. Certain Relationships and Related Transactions and Director Independence

 

The following is a description of transactions since January 1, 2022 to which we have been a party, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

 

During the years ended December 31, 2023 and 2022, the Company paid an annual salary to Paul Adler, the Company’s Chief Financial Officer and President, in the amount of $183,826 (of which $32,288 was deferred and is unpaid) and $394,000, respectively, for the services provided to the Company by Mr. Adler.

 

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. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9, 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. The due date of this loan has been further extended to July 9, 2024. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date.

 

Item 14. Principal Accounting Fees and Services. Audit Fees

 

The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

 

   December 31, 2023   December 31, 2022 
Audit-Related Fees  $71,500    49,500 

 

The Company does not currently have an audit committee serving and as a result, its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.

 

25
 

 

PART IV

 

Item 15. Exhibits, Financial Statements, Schedules

 

EXHIBITS:

 

2.1   Asset Purchase Agreement, dated August 31, 2022, by and between the Company and InPlay Capital Inc. (incorporated by reference to Exhibit 2.1 of the Company’s current report on form 8-K filed with the Securities and Exchange Commission on September 6, 2022)
     
3.1   Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form 10-12G, filed with the Securities and Exchange Commission on January 19, 2018)
     
3.2   Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on January 19, 2018)
     
3.3   Sample stock certificate (filed as exhibit to the Form 10-12G filed 1-19-2018)
     
3.4   Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.4 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2019)
     
3.5   Certificate of Designations, Preferences, and Rights of Series A Super Voting Preferred Stock, dated February 24, 2020 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2020)
     
3.6    Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.6 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 4, 2023)
     
4.1   Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April
     
4.2   Promissory Note, dated June 6, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2023)
     
4.3   Promissory Note, dated March 22, 2024, issued to Cove Funding LP (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2024)
     
4.4   Common Stock Purchase Warrant, dated March 22, 2024, issued to Spencer Clarke, LLC(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2024)
     
10.1   Agreement and Plan of Reorganization by and among the Company, Global Diversified Holdings, Inc., and the sole shareholder of Global Diversified Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission dated December 3, 2018)
     
10.2   Securities Purchase Agreement, dated June 6, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2023)
     
10.3   Securities Purchase Agreement, dated March 22, 2024, by and between the Company and Cove Funding LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2024)

 

26
 

 

10.4   Security Agreement, dated March 22, 2024, by and between the Company and Cove Funding LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2024)
     
10.5   Pledge Agreement, dated March 22, 2024, by and between Paul Adler and Cove Funding LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2024)
     
10.6   Engagement Agreement, dated November 14, 2022, between Global Diversified Marketing Inc. and Spencer Clarke, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2022)
     
10.7   Addendum to Engagement Agreement, dated March 22, 2024 by and between the Company and Spencer Clarke (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2024)
     
21.1   Subsidiaries of the Registrant (incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 1, 2021 filed with the Securities and Exchange Commission on March 14, 2022)
     
31.1*   Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Schema Document
101.CAL* Inline XBRL Calculation Linkbase Document
101.LAB* Inline XBRL Label Linkbase Document
101.PRE* Inline XBRL Presentation Linkbase Document
101.DEF* Inline XBRL Definition Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith

 

ITEM 16. FORM 10–K SUMMARY

 

None.

 

27
 

 

NETBRADS CORP.

 

FINANCIAL STATEMENTS

DECEMBER 31, 2023

 

TABLE OF CONTENTS

 

Reports of Independent Registered Public Accounting Firm F-2
   
Condensed Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3
   
Condensed Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 F-4
   
Condensed Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2023 and 2022 F-5
   
Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-6
   
Notes to the Condensed Consolidated Financial Statements F-7 - F-13

 

F-1
 

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of NetBrands Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of NetBrands Corp. as of December 31, 2023 and 2022, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/S/ BF Borgers CPA PC (PCAOB ID 5041)

 

We have served as the Company’s auditor since 2017

Lakewood, CO

April 12, 2024

 

F-2
 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Balance Sheets

 

   December 31,   December 31, 
   2023   2022 
         
ASSETS          
Current assets:          
Cash and cash equivalents  $1,013   $54,185 
Accounts receivable   5,353    63,904 
Prepaid expenses   -    51,500 
Inventory   6,114    237,523 
Other assets   999    999 
Total current assets   13,479    408,111 
Property and equipment, net   -    277 
Operating lease right of use assets   -    570,446 
Other assets   1,600    1,600 
Total assets  $15,079   $980,434 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable and accrued expense  $710,824    325,374 
Current portion of operating lease payable   -    112,666 
Notes payable -related party   178,729    - 
Loans payable   493,321    271,096 
Total current liabilities   1,382,874    709,135 
Government loans payable   500,000    524,033 
Lease liabilities   -    458,218 
Total liabilities   1,882,874    1,691,386 
           
Commitments and contingencies   -    - 
           
Stockholders’ (Deficit):          
           
Preferred stock, Series A $0.0001 par value, 1,000,000 shares authorized, 1,000 issued and outstanding   -    - 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 16,610,756 and 15,635,756 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively   1,661    1,564 
Additional paid-in capital   28,080,311    27,915,909 
Accumulated deficit   (29,951,662)   (28,630,321)
Accumulated other comprehensive income   1,895    1,895 
Total stockholders’ (deficit)   (1,867,795)   (710,953)
Total liabilities and (deficit)  $15,079   $980,434 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-3
 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Statements of Operations

 

   Year Ended   Year Ended 
   December 31,   December 31, 
   2023   2022 
Sales, net  $644,535   $1,643,138 
Cost of goods sold   479,845    1,235,528 
Gross margin   164,690    407,610 
Operating expenses:          
Payroll and taxes   438,684    690,981 
Legal and professional fees   216,192    282,494 
Rent   177,327    135,331 
Selling, general and administrative and expenses   247,782    315,599 
Impairment of intangible assets   -    50,000 
Total operating expenses   1,079,985    1,474,405 
Loss from operations   (915,295)   (1,066,794)
Other (expense)          
Interest expense   (406,046)   (19,867)
Total other (expense)   (406,046)   (19,867)
Loss before income taxes   (1,321,341)   (1,086,662)
Provision for income taxes (benefit)   -    - 
Net loss   (1,321,341)  $(1,086,662)
           
Basic and diluted (loss) per common share  $(0.08)  $(0.07)
           
Weighted-average number of common shares outstanding:          
Basic and diluted   16,100,893    15,104,914 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-4
 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

 

   Shares   Value   Shares   Value   Capital   Deficit   Income(Loss)   Equity 
                           Accumulated     
                   Additional       Other   Total 
   Preferred Stock   Common Stock   Paid-in   Accumulated   Comprehensive   Stockholders’ 
   Shares   Value   Shares   Value   Capital   Deficit   Income(Loss)  

Deficit

 
Balance, December 31, 2021   1,000   $-    14,473,256   $1,447   $27,688,665   $(27,543,659)  $1,895   $          148,349 
                                         
Common stock issued for services            1,162,500    117    227,244              227,361 
                                         
Net loss        -                   (1,086,662)   -    (1,086,662)
                                         
Balance, December 31, 2022   1,000   $-    15,635,756   $1,564   $27,915,909   $(28,630,321)  $1,895   $(710,953)

 

                           Accumulated     
                   Additional       Other   Total 
   Preferred Stock   Common Stock   Paid-in   Accumulated   Comprehensive   Stockholders’ 
   Shares   Value   Shares   Value   Capital   Deficit   Income(Loss)  

Deficit

 
Balance, December 31, 2022   1,000   $-    15,635,756   $1,564   $27,915,909   $(28,630,321)  $1,895   $          (710,953)
                                         
Common stock issued for services            975,000    98    164,403              164,500 
                                         
Net loss        -                   (1,321,341)   -    (1,321,341)
                                         
Balance, December 31, 2023   1,000   $-    16,610,756   $1,661   $28,080,311   $(29,951,662)  $1,895   $(1,867,795)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-5
 

 

NetBrands Corp.

Formerly Known as Global Diversified Marketing Group Inc.

Condensed Consolidated Statements of Cash Flows

 

   Year Ended   Year Ended 
   December 31,   December 31, 
   2023   2022 
Cash flows from operating activities          
Net (loss)  $(1,321,341)  $(1,086,662)
Adjustments to reconcile net loss to cash used in operating activities:          
Depreciation   277    556 
Stock based compensation   164,500    227,361 
Impairment of intangible assets   -    50,000 
Changes in operating assets and liabilities:          
Accounts receivable   58,551    110,675 
Prepaid expenses   51,500    484 
Right of use assets-net   (438)   438 
Inventory   231,409    426,814 
Accounts payable and accrued expenses   385,449    (166,310)
Net cash (used in) operating activities   (430,093)   (436,645)
           
Cash flows from investing activities:          
Purchase of intangible assets   -    (50,000)
Net cash (used in) investing activities   -    (50,000)
           
Cash flows from financing activities          
Notes payable related parties   178,729    - 
Increase in loans payable, net   222,225    233,289 
Payments on government loans   (24,033)   (5,032)
Net cash provided by (used in) financing activities   376,921    228,257 
           
Net increase (decrease) in cash and cash equivalents   (53,172)   (258,388)
Cash and cash equivalents at beginning of the year   54,185    312,574 
Cash and cash equivalents at end of the year  $1,013   $54,185 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

F-6
 

 

NETBRANDS CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

NetBrands Corp., formerly known as Global Diversified Marketing Group Inc. (“NetBrands” or the “Company”), was incorporated as Dense Forest Acquisition Corporation, in Delaware on December 1, 2017, and changed its name on June 13, 2018, as part of a change in control. As part of the change in control, its then officers and directors resigned and contributed back to the Company 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and appointed new officers and directors. On June 14, 2018, the new management of the Company issued 12,500,000 shares of its common stock to Paul Adler, the then president of the Company.

 

On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and its activity for the years 2022 and 2021 is reflected in these condensed financial statements along with the expenses of the Company.

 

Prior to the acquisition of GDHI, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017.

 

On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of 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. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay.

 

On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflects the planned expansion of the Company’s digital business. On July 31, 2023, the Company’s common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol “NBND.”

 

Basis of Presentation

 

The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Certain prior year amounts have been reclassified to conform to the presentation in the current year. The Company has adopted a December 31 year-end.

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Diversified Holdings, Inc. All intercompany accounts and transactions have been eliminated in consolidation. 

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these condensed consolidated financial statements.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

 

F-7
 

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This Section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the years ended December 31, 2023 and December 31,2022 stock-based compensation was $164,500. and $227,361, respectively.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On December 31, 2023 and 2022, the Company had $1,013 and $54,185 of cash and cash equivalents.

 

Accounts Receivable

 

Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful accounts are provided against accounts receivable for amounts management believes may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The Company factors certain of its receivables to improve its cash flow.

 

Bad debt expense for the years ended December 31, 2023, and 2022 was $-0- and $-0-, respectively; the allowance for doubtful accounts on December 31, 2023, and 2022 was $0.

 

Inventory

 

Inventory, which is comprised of snack food products and packaging supplies is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. The Company does not carry any raw materials.

 

The Company evaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on December 31, 2023 and December 30, 2022, and determined that no write-down was required.

 

Property and Equipment

 

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred.

 

Revenue Recognition

 

The Company recognizes revenue from product sales when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Typically, the Company receives a detailed purchase order from large retailers that specify the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes, the Company has met its performance obligation and recognizes revenue.

 

Advertising and Marketing Costs

 

The Company’s policy regarding advertising and marketing is to record the expense when incurred. The Company incurred advertising and marketing expenses of $94,124 and $48,926 during the years ended December 31, 2023, and 2022, respectively.

 

F-8
 

 

Impairment of Long-Lived Assets

 

The Company continually monitors events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

 

Intangible Assets

 

Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter.

 

The Company performs an annual impairment assessment for intangible assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount.

 

Determining the fair value of intangible assets is judgmental in nature and requires the use of significant estimates and assumptions.

 

On September 30, 2022, the Company conducted an impairment analysis and determined that our purchase of Hula Fit was fully impaired. As a result, the Company recorded an impairment loss of $50,000 for the year ended December 31, 2022.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

The Company’s income tax returns are open for examination for up to the past three years under the statute of limitations. There are no tax returns currently under examination.

 

Leases

 

The majority of our lease obligations are real estate operating leases from which the Company conducts its business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

 

Leases with an initial term of 12 months or less, or that are on a month-to-month basis are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

 

Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term.

 

As of December 31, 2023 we had $0 in right of use assets, $0 in short term operating lease payables and $0 in long-term lease liabilities.

 

Comprehensive Income

 

The Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. During the year ended December 31, 2023, the Company had a balance of $1,895 in accumulated other comprehensive income on its balance sheet which arose from an unrealized gain due to foreign currency fluctuations in prior years.

 

F-9
 

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. As of December 31, 2023, the Company had no dilutive instruments that could increase the number of shares if exercised or converted.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

 

NOTE 2 – GOING CONCERN

 

As of December 31, 2023, the Company had cash and cash equivalents of $1,013, negative working capital of $1,369,395, and had an accumulated deficit of $29,951,662. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financials have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. The Company is seeking new sources of financing to fund its operations. There can be no assurances that the Company will be able to secure financing. If the Company is unable to secure financing it will have a material adverse impact and may not enable the Company to continue as a going concern. As a result the shareholders may lose some or all of their investment in the Company.

 

NOTE 3 – CAPITAL STOCK

 

The Company has authorized 100,000,000 shares of common stock, $0.0001 par value per share. The Company had 16,610,756 and 15,635,756 shares of common stock issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.

 

2023 Common Stock Issuances for Services

 

During the year ended December 31, 2023, the Company issued 975,000 shares for services valued at $164,450, or $0.17 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.

 

2022 Common Stock Issuances for Services

 

During the three months ended March 31, 2022, the Company issued 15,000 shares of its common stock for services, which were valued at $4,515. All issuances made by the Company are valued based upon the closing trading price of the Company’s common stock on the date when the board of directors authorizes and approves the issuance of such shares.

 

During the three months ended September 30, 2022, the Company issued an aggregate of (a) 250,000 shares of common stock to the members of the Company’s board of directors, valued at $0.18 per share, and (b) 350,000 shares of common stock to the members of its board of directors in lieu of cash payments, valued at $0.21 per share. The Company also issued 20,000 shares of common stock to a service provider, valued at $0.106 per share.

 

During the three months ended September 30, 2022, the Company issued an aggregate of 427,500 shares of common stock to consultants and to an investor relations firm, valued at an average of approximately $0.20 per share.

 

During the three months ended December 31, 2022, the Company issued 100,000 shares of common stock to a member of the Company’s board of directors valued at $0.151 per share.

 

Preferred Stock

 

The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. The A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the Company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Company’s affairs for the foreseeable future.

 

As a result of the issuance of the A Stock with super-voting rights giving him an aggregate of 100,000,000 votes, combined with the shares of common stock he holds, Mr. Adler has effective voting control of approximately 97% of the Company.

 

F-10
 

 

Warrants

 

On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”).

 

In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $0.0001 per share, and (b) upon the closing of a financing of over $1,000,000 in value, which has not occurred as of the date of this Quarterly Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing 3% of the Company’s total issued and outstanding shares of common stock as of the Execution Date.

 

The 310,715 warrants outstanding as of December 31, 2023 are exercisable for a term of five years from the date of issuance and have an exercise price of $0.001 per share, subject to adjustment. As of December 31, 2023, these warrants had an intrinsic value of approximately $22,500.

 

NOTE 4 – 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. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay. The assets were recorded as intangible assets on the Company’s balance sheet then impaired for the full amount 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. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, which date has been extended to October 9, 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. If repaid in shares of common stock, the number of shares to be issued were to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date. In addition to providing additional financing to the Company, Mr. Adler has foregone his biweekly salary for the last sixteen pay periods. The Company has accrued this amount due to Mr. Adler. In November 2023, Mr. Adler extended the maturity date of the loan for six months to April 9, 2024.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company has one lease. The Company leases approximately 1,500 square feet of office space at 4042 Austin Boulevard, Suite B, Island Park, New York on a month to month basis. On October 1, 2021, the Company entered into a 60-month lease for $20,976 per year for the first two years, with 3% annual escalation clauses for the last three years of the lease. The lease contains one five-year renewal option. Management believes that its present office facilities are adequate for its corporate needs.

 

NOTE 6 – LOANS PAYABLE

 

The Company’s subsidiary had various loans outstanding on December 31, 2023 and December 31, 2022. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments. Except for Loan Builder, all of these notes were in default as of April 1, 2024.

 

           
Fundbox (c)  $66,960   $50,964 
Diagonal Lending (e)   100,841    - 
Other   

22,091

    

-

 
Can Capital (d)   144,437    - 
Credit Line – Loan Builder(b)   55,200    144,746 
Credit Line – Webster Bank(a)   103,792    75,656 
Total loans payable  $493,321   $271,096 

 

(a) The maximum borrowing level under this unsecured facility is $100,000 at an interest rate of 2.5% over prime. This facility has no fixed maturity date.
(b) The maximum borrowing level on this facility is $150,000 with a fixed interest rate of 10%. This facility has no fixed maturity date.
(c) The interest rate on this facility is 40% with a one-year maturity date of December 31, 2023.
(d) The principal loan is for $150,000 with weekly loan payments due of $2,558 over a 78-month period. The effective interest rate on this loan amounts to approximately 67%
(e) On June 6, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), pursuant to which the Company issued to 1800 Diagonal an unsecured promissory note in the principal amount of $117,320 (the “Note”). The net proceeds received by the Company were $100,000, after deducting an original issue discount in the amount of $12,570 and $4,750 for 1800 Diagonal’s legal fees, which were immediately expensed. The Company intends to use the net proceeds for working capital and general corporate purposes.

 

F-11
 

 

The Note has a principal balance of $117,320, and a stated maturity date of April 15, 2024. A one-time interest charge of 13%, or $15,251, was applied on the date of issuance and was immediately expensed. Interest and outstanding principal shall be paid in nine payments, each in the amount of $14,730.11 (a total payback to 1800 Diagonal of $132,571). The first payment was due July 15, 2023, with eight subsequent payments due each month thereafter. The Note may not otherwise be prepaid in whole or in part. In the event the Company fails to pay any amount when due under the Note, the interest rate will increase to 22%. Upon the occurrence and during the continuation of any event of default under the Note (“Event of Default”), the Note will become immediately due and payable and the Company is required to pay to 1800 Diagonal an amount equal to 150% times the sum of (a) the then outstanding principal amount of the Note, plus (b) any accrued and unpaid interest on the unpaid principal amount of this Note, plus (c) default interest, if any, plus (d) any other amounts owed to the 1800 Diagonal pursuant to the Note. Following any Event of Default, 1800 Diagonal may convert any amount due under the Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to 75% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date (representing a discount rate of 25% to market); provided, however, that 1800 Diagonal may not convert any portion of the Note that would cause it, together with its affiliates, to beneficially own in excess of 4.99% of the Company’s common stock. The Company has agreed to reserve from its authorized and unissued common stock four times the number of shares that are actually issuable upon full conversion of the Note to provide for the issuance of the Conversion Shares. The conversion price and number of shares of the Company’s common stock issuable upon conversion of the Note will be subject to adjustment from time to time in the event of any combinations, recapitalization, reclassifications, extraordinary distribution, or similar event.

 

This Note was treated as a Promissory Note and no derivative liability was recorded because the conversion feature of the Note only is effective in the event of a default. Since the Company has never defaulted on a liability that conversion was not deemed to probable.

 

Government loans payable

 

As of December 31, 2023 and December 31, 2022, the Company had $500,000 and $524,033, respectively, in government EIDL loans outstanding related to Covid-19. These loans are repayable over a 30-year period with an interest rate of 3.75%.

 

NOTE 7 – CONCENTRATIONS

 

The Company does substantially all of its business with five customers. These customers accounted for 100% and 91% of revenues for the nine months ended September 30, 2023, and 2022, respectively.

 

   2023   ,2022 
Customer A   27%   33%
Customer B   24%   25%
Customer C       24%   13%
Customer D   16%   13%
Customer E   8%   9%
Total   99%   93%

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, to the date these condensed consolidated financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these condensed consolidated financial statements except as follows:

 

Purchase Agreement with Cove Funding

 

On March 22, 2024, the Company entered into the Cove Purchase Agreement with Cove Funding, pursuant to which Cove Funding agreed to extend the Cove Loan to the Company in the amount of up to $300,000, in two tranches. On March 22, 2024, the Company issued the Cove Note to Cove Funding in the principal amount of $187,777, evidencing the First Tranche of the Cove Loan. The Company received net proceeds of $150,000 (after deducting a 5% commitment fee, a 5% diligence fee, and Cove Funding’s fees and expenses related to the transaction, including attorney’s fees). The difference between the amount of the First Tranche and $300,000 (less a 5% commitment fee, a 5% diligence fee, and Cove Funding’s fees and expenses related to the transaction, including attorney’s fees) may be funded in a second tranche (the “Second Tranche” and, together with the First Tranche, the “Principal Amount”), upon the Company’s written request, and subject to certain conditions.

 

F-12
 

 

The Cove Note has a stated maturity date of July 22, 2024 (as such date may be extended by the parties, the “Maturity Date”), and an interest rate of 12% per annum, which begins to accrue on the First Tranche on the Closing Date and will begin to accrue on the Second Tranche if and when such amount is funded by Cove Funding. Any Principal Amount that is not paid when due will bear interest at a rate of the lesser of (a) 24% per annum, or (b) the maximum amount permitted by law. The Cove Convertible Note may not be prepaid in whole or in part, except as otherwise set forth in the Cove Note. Pursuant to the terms of Cove Note, if the Cove Loan is not repaid on or before the Maturity Date, the Company is required to issue Cove Funding shares of its Common Stock, on a monthly basis (subject to a 4.99% beneficial ownership limitation), with a value of 16.67% of the principal amount of the Cove Loan outstanding as of each issuance date, plus a commitment fee equal to 5% of such outstanding principal amount, until the Cove Loan is repaid in full (collectively, the “Penalty Shares”). In addition, commencing on the Maturity Date, Cove Funding may (subject to a 4.99% beneficial ownership limitation) convert amounts due under the Cove Note into shares of the Company’s Common Stock (collectively, the “Conversion Shares”) at a conversion price equal to the lesser of (a) $0.07, or (b) the five-trading day closing price average immediately prior to the conversion date. The number of Conversion Shares issuable upon conversion of the Cove Note will be subject to adjustment from time-to-time in the event of any combination, extraordinary distribution, dilutive issuance, or similar event. Upon the occurrence of an event of default under the Cove Note, 125% of the amounts due under the Cove Note will become immediately due and payable. In addition, as long as the Company has any obligations outstanding under the Cove Note, the Company may not (among other things), without Cove Funding’s written consent, incur any senior or pari passu indebtedness, sell a significant amount of the Company’s assets, or issue equity securities in an amount greater than 10% of the Company’s outstanding Common Stock, subject to certain exceptions.

 

In order to further induce Cove Funding to make the Cove Loan to the Company, (a) the Company entered into the Cove Security Agreement with Cove Funding, pursuant to which Cove Funding was granted a first priority security interest in the Company’s assets, and (b) Paul Adler, the Company’s Chief Executive Officer, and a director of the Company, entered into the Cove Pledge Agreement with Cove Funding, pursuant to which Mr. Adler pledged the Adler Shares.

 

Addendum to the Engagement Agreement with Spencer Clarke

 

On March 22, 2024, the Company and Spencer Clarke, LLC (“Spencer Clarke”) executed an addendum to their engagement agreement for investment banking related services, dated November 14, 2022 (the “Engagement Agreement”), pursuant to which the term of the Engagement Agreement was further extended to June 21, 2024, as such term may be further extended pursuant to the terms and conditions of the Engagement Agreement.

 

In addition, in connection with the closing of the Cove Loan, the Company (a) paid Spencer Clarke a cash fee of $25,000 (for up to $300,000 raised in the financing), and (b) issued Spencer Clarke a Common Stock Purchase Warrant (the “Warrant”) to purchase 814,285 shares of the Company’s Common Stock (for up to $300,000 raised in the financing) (the “Warrant Shares”). The Warrant is exercisable for a term of five years from the date of issuance. The Warrant has an exercise price of $0.07 per share, subject to adjustment. The Warrant may be exercised for cash, or on a cashless basis. Spencer Clarke may not exercise the Warrant with respect to any number of shares that would cause it to beneficially own in excess of 9.99% of the Company’s number of issued and outstanding shares of Common Stock, waivable upon 61 days’ prior notice to the Company. The exercise price of the Warrant is subject to adjustment for subdivision or consolidation of the Company’s shares, or other dilutive issuances. Spencer Clarke has piggyback registration rights with respect to the Warrant Shares.

 

F-13
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    NETBRANDS CORP.
       
Dated:  April 15, 2024 By: /s/ Paul Adler
      Paul Adler
      President (principal executive officer)
       
Dated: April 15, 2024 By: /s/ Paul Adler
     

Paul Adler

      Chief Financial Officer (principal financial and accounting officer)

 

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Capacity   Date
         
/s/ Paul Adler   President, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer and Principal Financial and Accounting Officer)  

 

 

 

April 15, 2024

Paul Adler        
         
/s/ James Curtis Donegan   Director   April 15, 2024
James Curtis Donegan        
         
/s/ Sandra G. Williams   Director   April 15, 2024
Sandra G. Williams        
         
/s/ David Natan   Director   April 15, 2024
David Natan        

 

28