AGLY.OTC.PinkAtlantis Glory INC

10-Q: Atlantis Glory Reports Q1 2025 Loss, Remains Dormant

Sentiment:

Quarterly Report


Atlantis Glory Inc. (AGLY) reported a net loss of $8,954 for Q1 2025 with no revenue, continuing its dormant status and raising substantial doubt about its ability to continue as a going concern.

Capital raiseThe company states it may raise additional capital through the sale of its equity securities or borrowings from financial institutions and related parties.It explicitly mentions that if a reverse merger closes, it will likely need capital as a condition of closing.Future capital raises, especially in connection with a reverse merger, are expected to be 'very dilutive' to current shareholders.Additional issuances of equity or convertible debt securities are anticipated to result in dilution and may have rights, preferences, or privileges senior to common stock.
Worse than expectedThe company continues to report no revenue and has $0 cash, indicating a complete lack of operational activity and severe liquidity issues.Total liabilities and accumulated deficit have increased, worsening the company's financial position.Management explicitly states 'substantial doubt about the Company’s ability to continue as a going concern,' which is a critical red flag.The identified material weaknesses in internal controls over financial reporting indicate significant governance and operational deficiencies.

Summary

  • Atlantis Glory Inc. (AGLY) reported a net loss of $8,954 for the three months ended March 31, 2025, a slight decrease from $9,005 in the same period of 2024.
  • The company generated no revenue for both the three months ended March 31, 2025, and 2024.
  • General and administrative expenses were $8,954 for Q1 2025, down slightly from $9,005 in Q1 2024.
  • As of March 31, 2025, the company had $0 in cash and cash equivalents.
  • Total liabilities increased to $180,383 as of March 31, 2025, from $171,429 as of December 31, 2024.
  • The accumulated deficit grew to $1,116,162 as of March 31, 2025, from $1,107,208 as of December 31, 2024.
  • The company has negative working capital of $180,383 as of March 31, 2025.
  • Operations are entirely financed by proceeds from related parties, totaling $12,954 for Q1 2025.
  • The company has been dormant since May 14, 2020, and its future is dependent on securing a business combination, likely a reverse merger.

Sentiment

Score: 1

Explanation: The company is a dormant shell with no revenue, zero cash, increasing liabilities, and a growing accumulated deficit. It faces substantial doubt about its ability to continue as a going concern and relies entirely on related party financing. Significant internal control weaknesses are noted, and its future is highly speculative, dependent on a dilutive reverse merger. This indicates an extremely poor financial and operational state.

Positives

  • Net loss slightly decreased from $9,005 in Q1 2024 to $8,954 in Q1 2025.
  • General and administrative expenses saw a minor reduction.

Negatives

  • The company reported no revenue for the quarter, indicating a lack of ongoing business operations.
  • It has $0 cash and cash equivalents, highlighting severe liquidity issues.
  • Total liabilities increased to $180,383, primarily due to an increase in amounts due to a related party.
  • The accumulated deficit continues to grow, reaching $1,116,162.
  • The company has negative working capital of $180,383.
  • Management has identified substantial doubt about the company's ability to continue as a going concern.
  • The company is entirely dependent on continued financial support from stockholders or external financing, with no assurance of securing sufficient funds.
  • Internal controls over financial reporting were deemed not effective due to material weaknesses.

Risks

  • Limited management, labor, and financial resources.
  • Challenges in establishing and maintaining adequate internal controls.
  • Difficulty in developing and maintaining a market for its securities.
  • Uncertainty in obtaining financing on acceptable terms, if and when needed.
  • Continued negative effects of the coronavirus pandemic on the U.S. and global economies.
  • Risks inherent in acquiring financially unstable or early-stage entities.
  • Potential for acquiring a business in an industry with high risk or where management has limited experience.
  • Lack of diversification due to the likelihood of only one business combination, increasing investment risk.
  • Complexity and difficulty in investigating and analyzing potential business opportunities.
  • Insufficient working capital to fund operations for the next 12 months.
  • Significant dilution to current shareholders from future equity or convertible debt issuances, especially in a reverse merger.
  • Anticipated operating losses in the next 12 months, primarily from SEC reporting obligations.
  • Risks associated with early-stage development, including an evolving business model, revenue recognition, and growth management.

Future Outlook

The company has no current operations or revenue and intends to explore and identify business opportunities, including potential acquisitions through reverse mergers or asset purchases. Management anticipates incurring costs related to investigating business combinations and SEC reporting. Due to limited capital, the company expects to effect only one business combination, which will likely be highly dilutive to current shareholders and require additional capital. Operating losses are expected to continue in the next 12 months, primarily due to SEC reporting obligations. The company's ability to continue as a going concern is dependent on securing additional financing.

Management Comments

  • "Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass."
  • "Our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements."
  • "The Company has been dormant since May 14, 2020."
  • "Receiver David Lazar saw no possibility of recovering any assets located in China and accessing any information of subsidiaries. The subsidiaries in China were deconsolidated."
  • "The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report."
  • "Management intends to explore and identify business opportunities, including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction."
  • "Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital."
  • "As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination."
  • "Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future."
  • "Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months."
  • "If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue."
  • "In connection with a reverse merger, we will be required to issue a controlling block of our securities to the targets shareholders which will be very dilutive."
  • "Management believes the existing stockholders will provide the additional cash to meet with the Companys obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations."
  • "Our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses: The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources; The Company does not have an independent board of directors or an audit committee; The Company does not have written documentation of our internal control policies and procedures."
  • "We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition."

Industry Context

Atlantis Glory Inc. operates as a dormant shell company, a common structure used for reverse mergers or acquisitions. Its current state reflects a lack of active business operations, placing it within the speculative segment of the market where value is derived from the potential for a future business combination rather than current performance. The company's history, including a receivership and deconsolidation of prior business units, is typical of distressed or non-operational entities seeking a new strategic direction.

Comparison to Industry Standards

  • As a dormant shell company with no revenue and minimal operations, Atlantis Glory Inc. does not have comparable financial performance to active operating companies in any specific industry.
  • Its financial metrics, such as zero revenue and negative working capital, are typical of shell companies that exist primarily for the purpose of facilitating a reverse merger or acquisition.
  • The reliance on related party financing for all operational cash needs is a common characteristic of shell companies that lack independent revenue streams or access to traditional capital markets.
  • The identified material weaknesses in internal controls (lack of segregation of duties, no independent board/audit committee, no written policies) are significant deficiencies that would be unacceptable for an actively operating, well-governed public company, but are not uncommon for smaller, non-operating entities with limited resources.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
President, Chief Executive Officer, Secretary, Treasurer, DirectorMs. CHENG, Sau HeungMr. YUM Edward Liang Hsien2024-11-15Resignation of previous officer and appointment of new officer.
Chief Financial OfficerMr. YUM Edward Liang Hsien2024-11-15Appointment of new officer to the role.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Material Weakness in Internal ControlThe company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.2025-03-31Significantly impairs the reliability of financial reporting and increases the risk of error or fraud. Management plans to address this post-merger.
Material Weakness in Internal ControlThe company does not have an independent board of directors or an audit committee.2025-03-31Lacks independent oversight crucial for corporate governance, financial reporting integrity, and risk management. Management plans to address this post-merger.
Material Weakness in Internal ControlThe company does not have written documentation of its internal control policies and procedures.2025-03-31Hindered ability to ensure consistent application of controls, train personnel, and demonstrate compliance. Management plans to address this post-merger.

Legal Proceedings

  • The company is not aware of any threatened or pending litigation that would have a material, adverse effect on the company.
  • An Order barring unasserted claims and terminating receivership (Clark County, Nevada, Case Number: A-21-827642-F) was issued, barring claimants and creditors from presenting claims and debts against the company which arose on or before the date of the Order.

Related Party Transactions

  • As of March 31, 2025, there was an amount of $173,983 due to a related party.
  • Mr. YUM Edward Liang Hsien, the current CEO, CFO, and Director, is the Managing Director of the related party providing these loans.
  • Proceeds from related parties were the sole source of cash provided by financing activities for the three months ended March 31, 2025 ($12,954) and 2024 ($13,005).

Stakeholder Impact

  • **Shareholders:** Face significant dilution risk from future capital raises and a potential reverse merger. The company's going concern risk and lack of operations pose a high risk to investment value.
  • **Creditors:** The company has increasing liabilities, primarily to a related party, and its ability to repay debts is dependent on future financing or a successful business combination.
  • **Employees:** The company is dormant with no active operations, implying minimal or no direct impact on employees beyond the single officer.

Next Steps

  • Management intends to explore and identify business opportunities, including potential acquisitions of operating entities through reverse mergers, asset purchases, or similar transactions.
  • The company plans to incur costs related to investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition.
  • Upon completion of a reverse merger or similar business acquisition, the company plans to rectify internal control weaknesses by implementing an independent board of directors, establishing written policies and procedures, and hiring additional accounting personnel.

Key Dates

DateDescription
2014-04-02Shenzhen Shengshi Elevator Co., Ltd. incorporated under PRC laws.
2016-03-31Galem Group, Inc. incorporated in Nevada.
2018-07-13Sichuan Shengshi Elevator Technology Co., Ltd. incorporated under PRC laws.
2018-09-18Shengshi Shengshun (Hong Kong) Co., Ltd. established in Hong Kong.
2018-10-19Shengshi International Holdings Co., Ltd. incorporated in Cayman Islands.
2018-11-08Shengshi Yinghe (Shenzhen) Technology Co. Ltd. established as a wholly foreign owned enterprise in PRC.
2019-09-05Galem Group Inc. changed its name to Shengshi Elevator International Holding Group Inc.
2019-09-30Shengshi Holding entered into a share exchange agreement with Shengshi International, resulting in former Shengshi International stockholders acquiring a majority of Shengshi Holding common stock.
2020-05-14The company became dormant.
2021-05-18David Lazar appointed receiver of the company in Clark County, Nevada.
2021-07-28Company designated 10,000,000 shares of Series A Preferred Stock, awarded to Custodian Ventures (managed by David Lazar) for judgment satisfaction and services.
2021-09-08Order barring unasserted claims and terminating receivership issued in Clark County, Nevada.
2021-12-22Stock Purchase Agreement entered into between NYJJ (Hong Kong) Limited and Atlantis Glory Company Limited, resulting in Atlantis Glory Company Limited becoming the controlling shareholder.
2022-01-03David Lazar resigned as officer and director; Ms. CHENG, Sau Heung appointed new President, CEO, Secretary, Treasurer, and Director, effective January 5, 2022.
2022-03-28Shengshi Elevator International Holding Group, Inc. amended its articles of incorporation, changing its name to Atlantis Glory Inc.
2023-02-28Company changed its stock ticker symbol from SSDT to AGLY.
2024-11-15Ms. CHENG, Sau Heung resigned; Mr. YUM Edward Liang Hsien appointed new President, Secretary, Treasurer, CEO, CFO, and Director.
2025-03-31End of the quarterly period covered by this report.
2025-08-21Date of filing of this Quarterly Report on Form 10-Q.

Recommendation

strong sell

Atlantis Glory Inc. is a dormant shell company with no revenue, zero cash, and a substantial accumulated deficit. It explicitly states 'substantial doubt about its ability to continue as a going concern' and relies entirely on related party financing. The company has significant material weaknesses in its internal controls. Its entire future hinges on a highly speculative and potentially very dilutive reverse merger. There is no fundamental business activity to support its valuation, and the risks of investing in such a vehicle are extremely high, making it unsuitable for most investors.

Keywords

Shell company, Reverse merger, Dormant company, SEC filing, 10-Q, Financial distress, Going concern, Corporate governance, Liquidity, Accumulated deficit, Related party financing

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