Rocky Mountains Group Raises $48K in Ongoing Public Offering

TL;DR

**Rocky Mountains Group is a high-risk, early-stage financial literacy startup with minimal revenue and an ongoing public offering, making it a speculative bet.**

AI Summary

Rocky Mountains Group Ltd, a Nevada corporation incorporated on July 25, 2023, is a financial literacy seminar service provider based in Auckland, New Zealand. The company's sole service is the one-on-one Personal Financial Literacy (PFL) Seminar, which focuses on improving financial well-being for New Zealand individuals and families. As of May 31, 2025, the company has sold 3,200,000 shares at $0.015 per share through its Form S-1 public offering, raising approximately $48,000 in gross proceeds. The offering is ongoing, with total registered offering amount up to $120,000. Revenue is generated from a proposed flat fee of $5,000 per individual for the PFL Seminar. The company faces significant competition from larger financial institutions and plans to expand its marketing efforts beyond word-of-mouth, including webinars and social media campaigns. As of May 31, 2025, the company has two employees, including President Zonghan Wu, and plans to hire two more by the end of 2025.

Why It Matters

Rocky Mountains Group Ltd's 10-K reveals a nascent financial literacy venture in New Zealand, a market with identified gaps in financial knowledge according to the Commission for Financial Capability. For investors, the company's current reliance on a single service and a proposed $5,000 flat fee per seminar presents both a focused business model and concentration risk. Employees, currently only two, will see expansion plans with two additional hires by year-end 2025, signaling growth. Customers in New Zealand stand to benefit from independent financial education, a competitive advantage against firms selling proprietary products. The broader market will watch if this niche player can scale against established wealth management firms and banks.

Risk Assessment

Risk Level: high — The company is an early-stage entity incorporated on July 25, 2023, with limited operations and only two employees as of May 31, 2025. It has only raised approximately $48,000 in gross proceeds from its ongoing public offering, indicating a small capital base. The filing explicitly states, "We are a smaller reporting company... and are not required to provide the information under this item [Risk Factors]," which inherently signals higher risk due to lack of detailed risk disclosures.

Analyst Insight

Investors should approach Rocky Mountains Group Ltd with extreme caution, recognizing its early stage and limited financial data. Given the ongoing public offering aiming for $120,000, potential investors should scrutinize the use of proceeds and the company's ability to scale its single PFL Seminar service in a competitive market.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

N/A

total Assets

$48,000

total Debt

$0

net Income

$0

eps

$0.00

gross Margin

N/A

cash Position

$48,000

revenue Growth

N/A

Key Numbers

• $48,000 — Gross proceeds from public offering (Raised as of May 31, 2025, from 3,200,000 shares at $0.015 each.)
• $120,000 — Total S-1 offering amount (The maximum amount registered for the public offering.)
• 23,200,000 — Common Stock outstanding (Shares outstanding as of May 31, 2025.)
• 2 — Number of employees (As of May 31, 2025, including President Zonghan Wu.)
• $5,000 — Proposed PFL Seminar fee (Flat fee for one-on-one Personal Financial Literacy Seminar.)
• 2023-07-25 — Incorporation Date (Date Rocky Mountains Group Ltd was incorporated in Nevada.)
• 2025-03-06 — S-1 effectiveness date (Date the Form S-1 Registration Statement was declared effective.)

Key Players & Entities

• Rocky Mountains Group Ltd (company) — registrant issuer
• Zonghan Wu (person) — President, Secretary, Treasurer, CEO, and Director
• Nevada (regulator) — state of incorporation
• Securities and Exchange Commission (regulator) — filing authority
• New Zealand (company) — primary market for services
• $0.0001 (dollar_amount) — par value of common stock
• $2,000 (dollar_amount) — proceeds from initial stock issuance to Zonghan Wu
• $120,000 (dollar_amount) — total amount of S-1 registration offering
• $48,000 (dollar_amount) — gross proceeds raised from S-1 offering as of May 31, 2025
• $5,000 (dollar_amount) — proposed flat fee for one PFL Seminar

FAQ

Risk Factors

• Limited Operating History and Profitability Concerns [high — financial]: The company was incorporated on July 25, 2023, and has a limited operating history. As of May 31, 2025, the company has raised approximately $48,000 in gross proceeds from its public offering, with a proposed seminar fee of $5,000 per individual. There is a significant risk that the company may not achieve profitability given its early stage and reliance on a single service offering.
• Intense Competition [high — market]: Rocky Mountains Group Ltd faces significant competition from larger, established financial institutions in New Zealand. These competitors likely have greater resources, brand recognition, and existing customer bases, making it challenging for the company to gain market share.
• Dependence on Key Personnel [medium — operational]: The company currently has only two employees, including President Zonghan Wu. Future growth plans include hiring two more employees by the end of 2025. This small team size creates a high dependence on key individuals, and any departure could significantly disrupt operations.
• Reliance on Public Offering Proceeds [high — financial]: The company has raised approximately $48,000 from its public offering as of May 31, 2025, with a total registered offering amount of up to $120,000. This capital is crucial for operations and expansion, and any failure to fully realize the offering could severely impact the company's financial stability.
• Marketing and Customer Acquisition Challenges [medium — market]: The company's current marketing strategy relies heavily on word-of-mouth. While plans include expanding to webinars and social media, there is a risk that these new efforts may not be effective in attracting a sufficient number of clients to meet revenue targets, especially against established competitors.
• Nevada Incorporation vs. New Zealand Operations [low — regulatory]: The company is incorporated in Nevada, USA, but operates solely in Auckland, New Zealand. This dual jurisdiction may present complex regulatory and compliance challenges, including differing legal frameworks and reporting requirements, which could increase operational costs and risks.

Industry Context

The financial literacy and advisory services sector in New Zealand is competitive, with established banks, independent financial advisors, and online platforms offering a range of services. Rocky Mountains Group Ltd aims to differentiate itself through personalized, one-on-one seminars, but faces challenges in gaining traction against larger, more recognized entities.

Regulatory Implications

As a Nevada-incorporated entity operating in New Zealand, Rocky Mountains Group Ltd must navigate both U.S. SEC regulations for its public offering and New Zealand financial services regulations. Compliance with these diverse regulatory frameworks is critical to avoid penalties and maintain operational legitimacy.

What Investors Should Do

1. Monitor revenue generation and client acquisition closely.
2. Assess the effectiveness of expanded marketing strategies.
3. Evaluate the company's ability to scale its operations.
4. Track the progress and completion of the public offering.

Key Dates

• 2023-07-25: Incorporation Date — Marks the legal establishment of Rocky Mountains Group Ltd.
• 2025-03-06: S-1 Effectiveness Date — Allows the company to commence its public offering and raise capital.
• 2025-05-31: Reporting Period End Date — Provides a snapshot of the company's financial position and operational status.

Glossary

Form S-1

The initial registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer their securities to the public. (This is the document through which Rocky Mountains Group Ltd is conducting its public offering and raising capital.)

Personal Financial Literacy (PFL) Seminar

A one-on-one seminar service offered by the company aimed at improving individuals' and families' financial well-being. (This is the company's sole revenue-generating product.)

Gross Proceeds

The total amount of money raised from selling securities before deducting any expenses or fees. (Indicates the initial capital raised from the public offering, which was $48,000 as of May 31, 2025.)

Common Stock

A class of stock that typically carries voting rights and represents ownership in a corporation. (The company has sold 3,200,000 shares of common stock as part of its public offering.)

Year-Over-Year Comparison

As this is the initial 10-K filing for Rocky Mountains Group Ltd, there are no prior year filings to compare against. Key metrics such as revenue, net income, and margins are not yet established. The primary focus is on the initial capital raise of $48,000 from the public offering and the foundational business model centered around the PFL Seminar.

Key Financial Figures

• $0 — " refers to the common stock, par value $0.0001, of the Company; "U.S. dollar,"
• $0.0001 — shares of restricted common stock, with $0.0001 per share, to Mr. Zonghan Wu in conside
• $2,000 — , to Mr. Zonghan Wu in consideration of $2,000. The $2,000 in proceeds went to the Com
• $120,000 — offering by the Company amounted up to $120,000 to Securities & Exchange Commission ("S
• $0.015 — ate, 3,200,000 shares have been sold at $0.015 per share, raising approximately $48,00
• $48,000 — $0.015 per share, raising approximately $48,000 in gross proceeds. The offering remains
• $5,000 — lat fee, which is currently proposed as $5,000 for one individual. Marketing We be
• $5.00 — ty that has a market price of less than $5.00 per share. Our Common Stock, when and i
• $1,000,000 — enerally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 i
• $200,000 — $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together wit
• $300,000 — mes exceeding $200,000 individually, or $300,000, together with their spouse). For tra

Filing Documents

• form10-k.htm (10-K) — 728KB
• ex31-1.htm (EX-31.1) — 17KB
• ex32-1.htm (EX-32.1) — 9KB
• form10-k_001.jpg (GRAPHIC) — 52KB
• 0001641172-25-023354.txt ( ) — 3760KB
• rmgl-20250531.xsd (EX-101.SCH) — 25KB
• rmgl-20250531_cal.xml (EX-101.CAL) — 35KB
• rmgl-20250531_def.xml (EX-101.DEF) — 82KB
• rmgl-20250531_lab.xml (EX-101.LAB) — 226KB
• rmgl-20250531_pre.xml (EX-101.PRE) — 196KB
• form10-k_htm.xml (XML) — 491KB

Business

Business 4-8 Item 1A.

Risk Factors

Risk Factors 9 Item 1B. Unresolved Staff Comments 9 Item 1C. Cybersecurity 9 Item 2. Description of property 9 Item 3.

Legal Proceedings

Legal Proceedings 9 Item 4. Mine Safety Disclosures 9 PART II Item 5. Market for Common Equity and Related Stockholder Matters 10-11 Item 6.

Selected Financial Data

Selected Financial Data 11 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 11-14 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 14 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 14 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14 Item 9A.

Controls and Procedures

Controls and Procedures 14-16 Item 9B. Other Information 16 PART III Item 10. Directors, Executive Officers and Corporate Governance 17-19 Item 11.

Executive Compensation

Executive Compensation 19 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 20 Item 13. Certain Relationships and Related Transaction, Director Independence 20-21 Item 14. Principal Accounting Fees and Services 21 PART IV Item 15. Exhibits and Financial Statement Schedules 22 Item 16. Form 10-K Summary 22

SIGNATURES

SIGNATURES 23 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as "anticipate," "expect," "intend," "plan," "believe," "foresee," "estimate" and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following: The availability and adequacy of our cash flow to meet our requirements; Economic, competitive, demographic, business and other conditions in our local and regional markets; Changes or developments in laws, regulations or taxes in our industry; Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; Competition in our industry; The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; Changes in our business strategy, capital improvements or development plans; The availability of additional capital to support capital improvements and development; and Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report

CYBERSECURITY

ITEM 1C. CYBERSECURITY Risk management and strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. Managing Material Risks & Integrated Overall Risk Management We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs. Oversee Third-Party Risk Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the system and organization controls (SOC) reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial year ended December 31, 2024. We will continue to monitor and assess our cybersecurity risk management program as well as invest in and seek to improve such systems and processes as appropriate. If we were to experience a material cybersecurity incident in the future, such an incident may have a material effect, including on our operations, business strategy, operating results, or financial

, Item 1A of this Annual Report on Form 10-K

Part I, Item 1A of this Annual Report on Form 10-K. Governance Our board of directors is responsible for monitoring and assessing strategic risk exposure. Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Audit Committee. Our executive management team informs our Audit Committee on cybersecurity risks on a regular basis, at least once per year. The Audit Committee is primarily responsible for assisting our board of directors in fulfilling its ultimate oversight responsibilities relating to risk assessment and management, including relating to cybersecurity and other information technology risks. The Audit Committee oversees management's implementation of our cybersecurity risk management program, including processes and policies for determining risk tolerance, and reviews management's strategies for adequately mitigating and managing identified risks, including risks relating to cybersecurity threats. Our cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration with our IT team and reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by our group. ITEM 2. DESCRIPTION OF PROPERTY We do not own any real estate or other properties. Our office is located at E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand. We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it. ITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our

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