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Groovy Company, Inc. disclosed multiple governance and accounting changes. The board dismissed its former independent auditor, Olayinka Oyebola & Co., on August 13, 2025 after the SEC, pursuant to Rule 102(e), suspended the firm and its managing partner from practicing before the Commission and final consent judgments imposed civil penalties of $100,000 each. The former auditor’s reports on 2023 and 2024 contained going concern language but no other qualifications, and the company reports no disagreements or reportable events under Regulation S-K.
From August 13, 2025 until engaging Boladale Lawal & Co. on May 10, 2026, the company had no independent registered public accounting firm; during this period it filed several unaudited Form 10-Qs and an unaudited Form 10-K for 2025 prepared solely by management. The new auditor will re-audit 2024 and audit 2025 under a $30,000-per-year engagement. Separately, effective May 1, 2026, CEO and director Berj Abajian, Chief Legal Officer Jeffrey D. Turner, and Vice President John Morgan departed; co-founder and CTO Franjose “Frank” Yglesias became Interim CEO under an existing employment agreement with a $150,000 annual base salary. On April 14, 2026, Articles of Amendment cut authorized common stock from 20,000,000,000 to 100,000,000 shares and restructured 1,700,000,000 authorized preferred shares across three series, leaving 1,800,000,000 total authorized shares. The company also relocated its principal executive offices to Atlanta, Georgia.
Groovy Company, Inc. reports 2025 results centered on its OTCM Protocol blockchain platform while warning of going concern risks. Revenue was $211,877 with a net income of $7,449,800, driven almost entirely by a non-recurring $7,809,856 gain on a share purchase agreement with Pineapple Express Cannabis Company.
The OTCM Protocol software platform is recorded as an intangible asset at $19,510,400 and represents nearly all of the company’s $19,772,032 in total assets. Cash at year-end was only $77, and management cites its minimal cash, limited operating history, and operating loss of $357,386 (excluding the non-recurring gain) as reasons for substantial doubt about the company’s ability to continue as a going concern.
The company is developing a Solana-based Layer-2 tokenization platform that has processed over $7,000,000 in beta liquidity and is estimated 67% complete. It plans a $20,000,000 Regulation D Rule 506(c) Security Token Offering and projects SOL staking income of $480,000 to $640,000 annually, but these plans are not yet realized.
Groovy’s common stock, 7,384,006 shares outstanding as of March 10, 2026, is quoted on the restricted Expert Market after loss of Rule 15c2-11 eligibility, limiting retail trading access. The company’s capital structure includes multiple large preferred stock authorizations and a control block of Series A Preferred Stock held by three founders. The 2025 financial statements are unaudited and prepared by management without an independent registered public accounting firm.