Video River Networks, Inc 10-K for FY2023

Video River Networks, Inc. (NIHK)

10-K 2024-04-17 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Video River Networks, Inc filed this 10-K on April 17, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $664.61K; down 82.8% from $3.87M a year earlier
Net income: $496.03K; down 35.3% from net income of $767.12K a year earlier
Diluted EPS: $0.00; down 35.7% from $0.00 a year earlier

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370 Amapola Ave., Suite 200A
Torrance, California		90501
(Address of principal executive offices)		(Zip Code)

		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	21
Item 2	Properties	44
Item 3	Legal Proceedings	44
Item 4	Mine Safety Disclosures.	44

	PART II
Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	45
Item 6	Selected Financial Data	47
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	47
Item 8	Financial Statements and Supplementary Data	62
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	65
Item 9A	Controls and Procedures	65
Item 9B	Other Information	66

	PART III
Item 10	Directors and Executive Officers and Corporate Governance	67
Item 11	Executive Compensation	70
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72
Item 13	Certain Relationships and Related Transactions, and Director Independence	73
Item 14	Principal Accountant Fees and Services	76

	PART IV
Item 15	Exhibits and Financial Statement Schedules	76
Signatures		77
Exhibit		76

	●	investing in and operating a wide range of businesses;

	●	growing brands through repositioning, increasing household penetration and geographic expansion; expanding into new distribution channels, such as e-Commerce, in an increasingly omni-channel world;

	●	identifying lessons learned and applying solutions across product portfolios and channels;

	●	sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;

	●	developing relationships with sellers, financing providers, advisors and target management teams; and

	●	executing transformational transactions in a wide range of businesses under varying economic and financial market conditions.

	●	directly identifying potentially attractive undervalued situations through primary research into EV industries and companies;

	●	receiving information from our management team’s global contacts about a potentially attractive situation;

	●	leads from investment bankers and advisors regarding businesses seeking a combination or added value that matches our strengths; and

	●	inbound opportunities from a company or existing stakeholders seeking a combination, including corporate divestitures.

	●	have potential for significant growth, or can act as an attractive EV acquisition platform, following our initial EV Business acquisition;

	●	have demonstrated market segment, category and/or cost leadership and would benefit from our extensive network and insights;

	●	provide operational platform and/or infrastructure for variety of EV models and/or services, with the potential for revenue, market share, footprint and/or distribution improvements;

	●	are at the forefront of EV evolution around changing consumer trends;

	●	offer marketing, pricing and product mix optimization opportunities across distribution channels;

	●	are fundamentally sound companies that could be underperforming their potential and/or offer compelling value;

	●	offer the opportunity for our management team to partner with established target management teams or business owners to achieve long-term strategic and operational excellence, or, in some cases, where our access to accomplished executives and the skills of the management of identified targets warrants replacing or supplementing existing management;

	●	exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and

	●	will offer an attractive risk-adjusted return for our shareholders.

	●	*Owning Specialized Real Estate Properties and Assets for Income.* We intend to primarily acquire economic development real estates, and multifamily housing properties. We expect to hold acquired properties for investment and to generate stable and increasing rental income from leasing these properties to licensed growers.

	●	*Owning Specialized Real Estate Properties and Assets for Appreciation.* We intend to primarily lease our acquired properties under long-term, triple-net leases. However, from time to time, we may elect to sell one or more properties if we believe it to be in the best interests of our stockholders. Accordingly, we will seek to acquire properties that we believe also have potential for long-term appreciation in value.

	●	*Affordable Housing.* Our motto is: “acquire distressed/troubled properties, secure generous government subsidies, empower low-income families, and generate above-market returns to investors.”

	●	*Preserving Financial Flexibility on our Balance Sheet.* We intend to maintain a conservative capital structure, in order to provide us flexibility in financing our growth initiatives.

●	Major metropolitan areas that have regional population in excess of one million;

●	Constraints on new supply driven by: (i) low availability of developable land sites where competing housing could be economically built; (ii) political growth barriers, such as protected land, urban growth boundaries, and potential lengthy and expensive development permit processes; and (iii) natural limitations to development, such as mountains or waterways;

●	Rental demand enhanced by affordability of rents relative to costs of for-sale housing; and

●	Housing demand based on job growth, proximity to jobs, high median incomes and the quality of life including related commuting factors.

●	Property Management – Oversee delivery and quality of the housing provided to our tenants and manage the properties financial performance.

●	Capital Preservation – The Company’s asset management services are responsible for the planning, budgeting and completion of major capital improvement projects at the Company’s multifamily properties.

●	Business Planning and Control – Comprehensive business plans are implemented in conjunction with significant investment decisions. These plans include benchmarks for future financial performance based on collaborative discussions between on-site managers, the operations leadership team, and senior management.

●	Development and Redevelopment – The Company focuses on acquiring and developing apartment multifamily properties in supply constrained markets, and redeveloping its existing multifamily properties to improve the financial and physical aspects of the Company’s multifamily properties.

	●	Class B or better properties that offer significant potential for capital appreciation through repositioning or rehabilitating the asset to drive rental growth;

	●	properties available at opportunistic prices providing an opportunity for a significant appreciation in value; and

	●	development of Class A properties in markets where we believe we can generate significant returns from the operation and if appropriate, sale of the development.

	●	current market price for an asset compared to projected economics for that asset;

	●	potential increases in new construction in the market area;

	●	areas with low job growth prospects;

	●	markets where we do not intend to establish a long-term concentration; and

	●	operating efficiencies.

	●	Competitors may develop alternatives that render our products redundant or unnecessary;

	●	We may not obtain and maintain sufficient protection of our electric vehicles models;

	●	Our electric vehicles products may not become widely accepted by consumers and merchants; and

	●	We may not be able to raise sufficient additional funds to fully implement our business plan and grow our business.

	●	Our Auditor has expressed substantial doubt as to our ability to continue as a going concern.

	●	Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

	●	Our revenues will be dependent upon acceptance of our Electric Vehicle brand/models and product line by consumers and distributors. The failure of such acceptance will cause us to curtail or cease operations.

	●	We cannot be certain that we will obtain patents for our product line or that such patents will protect us. Infringement or misappropriation claims (or claims for indemnification resulting from such claims) against us may be asserted or prosecuted, regardless of their merit, and any such assertions or prosecutions may adversely affect our business and/or our operating results.

	●	The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders.

	●	Our stock is thinly traded, sale of your holding may take a considerable amount of time.

	●	A requirement to have only two years of audited financial statements and only two years of related MD&A;

	●	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);

	●	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

	●	No non-binding advisory votes on executive compensation or golden parachute arrangements.

	●	the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the electric or plug-in hybrid vehicle industry as demand for such cells increases;

	●	disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and

	●	an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells.

	●	perceptions about electric vehicle quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles;

	●	perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology, including vehicle electronics and regenerative braking systems, such as the possible perception that Toyota’s recent vehicle recalls may be attributable to these systems;

	●	the limited range over which electric vehicles may be driven on a single battery charge;

	●	the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge;

	●	concerns about electric grid capacity and reliability, which could derail our past and present efforts to promote electric vehicles as a practical solution to vehicles which require gasoline;

	●	the availability of alternative fuel vehicles, including plug-in hybrid electric vehicles;

	●	improvements in the fuel economy of the internal combustion engine;

	●	the availability of service for electric vehicles;

	●	consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

	●	the environmental consciousness of consumers;

	●	volatility in the cost of oil and gasoline;

	●	consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries;

	●	government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

	●	access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric vehicle;

	●	the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles;

	●	perceptions about and the actual cost of alternative fuel; and

	●	macroeconomic factors.

●	changes in the general or local economic climate, including layoffs, plant closings, industry slowdowns, relocations of significant local employers and other events negatively impacting local employment rates and wages and the local economy;

●	local economic conditions in which the multifamily properties are located, such as oversupply of housing or a reduction in demand for rental housing;

●	the attractiveness and desirability of our multifamily properties to tenants, including, without limitation, our technology offerings and our ability to identify and cost effectively implement new, relevant technologies, and to keep up with constantly changing consumer demand for the latest innovations;

●	inflationary environments in which the costs to operate and maintain multifamily properties increase at a rate greater than our ability to increase rents, or deflationary environments where we may be exposed to declining rents more quickly under our short-term leases;

●	competition from other available housing alternatives;

●	changes in rent control or stabilization laws or other laws regulating housing;

●	the Company’s ability to provide for adequate maintenance and insurance;

●	declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants;

●	tenants’ perceptions of the safety, convenience and attractiveness of our multifamily properties and the neighborhoods where they are located; and

●	changes in interest rates and availability of financing.

●	funds may be expended and management’s time devoted to projects that may not be completed on time or at all;

●	construction costs of a project may exceed original estimates possibly making the project economically unfeasible;

●	projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortage, or environmental remediation;

●	occupancy rates and rents at a completed project may be less than anticipated;

●	expenses at completed development or redevelopment projects may be higher than anticipated, including, without limitation, due to costs of environmental remediation or increased costs for labor, materials and leasing;

●	we may be unable to obtain, or experience a delay in obtaining, necessary zoning, occupancy, or other required governmental or third party permits and authorizations, which could result in increased costs or delay or abandonment of opportunities;

●	we may be unable to obtain financing with favorable terms, or at all, for the proposed development or redevelopment of a community, which may cause us to delay or abandon an opportunity; and

●	we may incur liabilities to third parties during the development process, for example, in connection with managing existing improvements on the site prior to tenant terminations and demolition (such as commercial space) or in connection with providing services to third parties (such as the construction of shared infrastructure or other improvements.)

●	the economic climate, which may be adversely impacted by a reduction in jobs or income levels, industry slowdowns, changing demographics and other factors;

●	local conditions, such as oversupply of, or reduced demand for, apartment homes;

●	declines in household formation or employment or lack of employment growth;

●	rent control or stabilization laws, or other laws regulating rental housing, which could prevent the Company from raising rents to offset increases in operating costs, or the inability or unwillingness of tenants to pay rent increases;

●	competition from other available apartments and other housing alternatives and changes in market rental rates;

●	economic conditions that could cause an increase in our operating expenses, including increases in property taxes, utilities and routine maintenance; and

●	regional specific acts of nature (e.g., earthquakes, fires, floods, etc.).

	●	our ability to continue to attract clients for our services and products;

	●	the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses, operations and infrastructure;

	●	our focus on long-term goals over short-term results;

	●	the results of our investments in high risk products;

	●	general economic conditions and those economic conditions specific to our industries;

	●	changes in business cycles that affect the markets in which we sell our products and services; and

	●	geopolitical events such as war, threat of war or terrorist actions.

	●	the number and characteristics of investments or products that we pursue;

	●	our potential need to expand operations, including the hiring of additional employees;

	●	the costs of licensing, acquiring or investing in complimentary businesses, products and technologies;

	●	the effect of any competing technological or market developments;

	●	the need to implement additional internal systems and infrastructure, including financial and reporting systems; and

	●	the economic and other terms, timing of and success of our co-branding, licensing, collaboration or marketing relationships into which we have entered or may enter in the future.

	●	increased expenses due to transaction and integration costs;

	●	potential liabilities of the acquired businesses;

	●	potential adverse tax and accounting effects of the acquisitions;

	●	diversion of capital and other resources from our existing businesses;

	●	diversion of our management’s attention during the acquisition process and any transition periods;

	●	loss of key employees of the acquired businesses following the acquisition; and

	●	inaccurate budgets and projected financial statements due to inaccurate valuation assessments of the acquired businesses.

	●	construction costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project less profitable;

	●	permitting or construction delays, which may result in increased project costs, as well as deferred revenue;

	●	unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable;

	●	claims for warranty, product liability and construction defects after a property has been built;

	●	health and safety incidents and site accidents;

	●	poor performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we rely;

	●	unforeseen engineering, environmental or geological problems, which may result in delays or increased costs;

	●	labor stoppages, slowdowns or interruptions;

	●	liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings; and

	●	weather-related and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.

	●	our cash flow may be insufficient to meet our required principal and interest payments;

	●	we may be unable to borrow additional funds as needed or on favorable terms, or at all;

	●	we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

	●	to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

	●	we may be forced to dispose of one or more of the properties that we expect to acquire, possibly on disadvantageous terms;

	●	we may default on our obligations or violate restrictive covenants, in which case the lenders may accelerate these debt obligations; and

	●	our default under any loan with cross default provisions could result in a default on other indebtedness.

	●	the election or removal of directors;

	●	the amendment of our charter, except that our board of directors may amend our charter without stockholder approval to:

	●	change our name;

	●	change the name or other designation or the par value of any class or series of stock and the aggregate par value of our stock;

	●	increase or decrease the aggregate number of shares of stock that we have the authority to issue;

	●	increase or decrease the number of our shares of any class or series of stock that we have the authority to issue; and

	●	effect certain reverse stock splits;

	●	our liquidation and dissolution; and

	●	our being a party to a merger, consolidation, sale or other disposition of all or substantially all of our assets or statutory share exchange.

	●	our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects;

	●	changes in government policies, regulations or laws;

	●	our ability to make acquisitions on preferable terms or at all;

	●	the performance of our current properties and additional properties that we acquire;

	●	equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;

	●	actual or anticipated accounting problems;

	●	changes in market valuations of similar companies;

	●	adverse market reaction to any increased indebtedness we may incur in the future;

	●	interest rate changes;

	●	additions to or departures of our senior management team;

	●	speculation in the press or investment community or negative press in general;

	●	our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

	●	refusal of securities clearing firms to accept deposits of our securities;

	●	the realization of any of the other risk factors presented in this report;

	●	actions by institutional stockholders;

	●	price and volume fluctuations in the stock market generally; and

	●	market and economic conditions generally, including the current state of the credit and capital markets and the market and economic conditions.

	●	that a broker or dealer approve a person’s account for transactions in penny stocks, and

	●	the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

	●	sets forth the basis on which the broker or dealer made the suitability determination, and

	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

	●	1% of the total number of securities of the same class then outstanding (shares of common stock as of the date of this Report); or

	●	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

	●	provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

	●	using a significant portion of our available cash;

	●	issuing equity securities, which would dilute current stockholders’ percentage ownership;

	●	incurring substantial debt;

	●	incurring or assuming contingent liabilities, known or unknown;

	●	incurring amortization expenses related to intangibles; and

	●	incurring large accounting write-offs or impairments.

Fiscal Year Ended on December 31, 2023	High Bid		Low Bid
1 ^st Quarter		0.0100		0.0710
2 ^nd Quarter		0.0140		0.0060
3 ^rd Quarter		0.0089		0.0023
4 ^th Quarter		0.0150		0.0052