NetBrands Corp. Files 2023 Annual Report (10-K)

TL;DR

<b>NetBrands Corp. has submitted its 2023 10-K annual report, detailing financial performance and corporate structure.</b>

AI Summary

NetBrands Corp. (NBND) filed a Annual Report (10-K) with the SEC on April 15, 2024. NetBrands Corp. filed its 10-K annual report for the fiscal year ending December 31, 2023. The company was formerly known as Global Diversified Marketing Group Inc. and Dense Forest Acquisition Corp. The filing includes financial data for the fiscal years 2023, 2022, and 2021. Key financial statement components like Preferred Stock, Common Stock, Additional Paid-In Capital, Retained Earnings, and Accumulated Other Comprehensive Income are detailed for these periods. Information regarding officers and directors, including specific members and their roles, is provided for the 2023 fiscal year.

Why It Matters

For investors and stakeholders tracking NetBrands Corp., this filing contains several important signals. This filing provides a comprehensive overview of NetBrands Corp.'s financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. The historical financial data presented allows for trend analysis and comparison against previous years, aiding in the evaluation of the company's growth trajectory and stability.

Risk Assessment

Risk Level: low — NetBrands Corp. shows low risk based on this filing. The filing is a standard 10-K, which is a routine annual disclosure for public companies and does not inherently contain new, significant risks beyond those typically associated with operating a business.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to understand NetBrands Corp.'s financial position and potential challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-04-15 — Filing Date (Date the 10-K was filed)
• 2023 — Fiscal Year (Primary year for financial data)
• 2022 — Fiscal Year (Comparative year for financial data)
• 2021 — Fiscal Year (Comparative year for financial data)

Key Players & Entities

• NetBrands Corp. (company) — Filer name
• Global Diversified Marketing Group Inc. (company) — Former company name
• Dense Forest Acquisition Corp (company) — Former company name
• DE (jurisdiction) — State of incorporation
• NY (jurisdiction) — State of business address
• Paul Adler (person) — Officer/Director mentioned
• Global Diversified Holdings Inc (company) — Related entity mentioned

FAQ

Industry Context

NetBrands Corp. operates within the Bakery Products industry (SIC 2050).

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit annual reports.

What Investors Should Do

1. Analyze the financial statements for revenue, net income, and balance sheet items for fiscal years 2023, 2022, and 2021.
2. Review any disclosed executive compensation details and related party transactions.
3. Examine the risk factors section for potential operational, financial, or market risks identified by the company.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-15: Filing Date — Date NetBrands Corp. submitted its 10-K to the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for NetBrands Corp. under its current structure and name, following previous name changes.

Key Financial Figures

• $0.0001 — g) of the Exchange Act: Common Stock, $0.0001 par value per share (Title of class)
• $50,000 — le ad accounts, for a purchase price of $50,000. Paul Adler, the sole executive officer

Filing Documents

• form10-k.htm (10-K) — 782KB
• ex31-1.htm (EX-31.1) — 12KB
• ex32-1.htm (EX-32.1) — 6KB
• 0001493152-24-014612.txt (&nbsp;) — 3392KB
• nbnd-20231231.xsd (EX-101.SCH) — 23KB
• nbnd-20231231_cal.xml (EX-101.CAL) — 34KB
• nbnd-20231231_def.xml (EX-101.DEF) — 128KB
• nbnd-20231231_lab.xml (EX-101.LAB) — 226KB
• nbnd-20231231_pre.xml (EX-101.PRE) — 187KB
• form10-k_htm.xml (XML) — 328KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 13 Item 1C. Cybersecurity 14 Item 2.

Properties

Properties 14 Item 3.

Legal Proceedings

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 19 Item 8.

Financial Statements and Supplementary Data

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

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

Executive Compensation 24 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

Signatures 28 2 FORWARD-LOOKING 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 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

Business

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

Business

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

Business

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 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 C

View Full Filing

View this 10-K filing on SEC EDGAR