NetBrands Corp.
For the period ended Dec 31, 2024. Filed Apr 24, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 24, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-15.
0001493152-24-014612
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-04-24.
0001641172-25-006029
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 45 previous paragraphs and 43 current paragraphs.
32 unchanged; 11 reworded; 0 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Removed paragraphs (2)
Previous report
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.
Previous report
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.
Reworded paragraphs (11)
Previous wording
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%.
Current wording
We did not generate any revenue in 2024 compared to sales of $644,535 for the year ended December 31, 2023, a decrease of $644,535, or 100%.
Previous wording
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
Current wording
We lost all of our revenue in 2024 compared to 2023 due to the supplier bottlenecking our production of products in 2023 and eventually interrupting our supply completely in 2024 which caused revenue loss issues., Also Significant loss of revenue on another product with eight SKUs that was produced in Russia that was no longer available to us due to ongoing war between Russia and Ukraine which precluded us from getting the product due to the origin of production in Russia and acceptance in USA. 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 completely impaired and we may become insolvent. We are currently identifying potential targets which may or may not become a revenue generating sources.
Previous wording
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.
Current wording
Operating expenses for the year ended December 31, 2024, were $798,089, compared to $915,295 for the year ended December 31, 2023. Operating expenses consisted of accrued payroll and taxes, legal and professional fees, rent and selling, general and administrative expenses. Operating expenses included $425,138 and $164,500 in non-cash stock- based compensation for years ended December 31, 2024 and 2023, respectively. Excluding this stock-based compensation in both periods, operating expenses were $372,951 and $915,485, for periods ended December 31, 2024 and 2023, respectively. Excluding stock-based compensation in both periods the decrease in operating expenses in 2024 compared to 2023 is attributable to lower expenses in all categories due to lack of sales volume and a significant decrease of $394,000 in officer compensation and other payroll expenses.
Previous wording
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.
Current wording
Other expense is comprised solely of interest expense. Other expense was $487,217 for the year ended December 31, 2024, compared to $406,046 in other expense during the year ended December 31, 2023, as a result of higher levels of borrowings due to the loss of liquidity from operating activities.
Previous wording
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.
Current wording
As a result of the foregoing, we recorded a net loss of $1,285,306 or $0.06 per share for year ended December 31, 2024, compared to a loss of $1,321,340 or $0.08 per share for the year ended December 31, 2023.
Previous wording
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.
Current wording
As of December 31, 2024, we had cash of $-0-, as compared to $1,013 as of December 31, 2023. Net cash used in operating activities for the year ended December 31, 2024, was $182,119, compared to $430,093 for the year ended December 31, 2023.
Previous wording
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.
Current wording
Cash flows used in investing activities was $-0- for the year ended December 31, 2024 and the year ended December 31, 2023.
Previous wording
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.
Current wording
Cash flows from financing activities was $181,107 for the year ended December 31, 2024, compared to $376,921 during the year ended December 31, 2023. The decrease is primarily attributable to approximately $220,000 provided by notes payable we obtained during the year ended December 31, 2023.
Previous wording
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 forworking capital and general corporate purposes.
Current wording
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.
Previous wording
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.
Current wording
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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.
Previous wording
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.
Current wording
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, 2024, the Company had a net loss of $31,236.968 and had a stockholder’s deficit of $2,374,910.