10-K: Born, Inc. Files 10-K: Company Remains Dormant, Seeks New Business Opportunities
Annual Report (Form 10-K)
Born, Inc.'s 2022 10-K filing reveals the company remains a dormant shell, actively seeking a reverse merger or acquisition to revitalize its operations.
Summary
- Born, Inc., formerly Quture International, is a Nevada corporation initially focused on healthcare knowledge solutions.
- The company has been largely dormant, with periods of inactivity between 2013 and 2019, and again from February 2021 through July 2023.
- In 2020, there were changes in share structure and control, including a reverse stock split and a name change.
- A share exchange agreement with Alkeon Creators, Inc. in 2021 was later voided.
- As of December 31, 2022, the company had no revenue and is exploring business opportunities, including a potential reverse merger.
- The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
- The company had a net loss of $4,752 for the year ended December 31, 2022, and an accumulated deficit of $117,455,902.
- As of January 3, 2025, the company had 419,984,423 shares of common stock issued and outstanding.
- The company's common stock is not quoted on any exchange.
Sentiment
Score: 3
Explanation: The sentiment is low due to the company's dormant status, negative equity, auditor's concerns about going concern, and reliance on potential future capital raises. However, the active pursuit of new business opportunities provides a slight positive offset.
Positives
- Management is actively seeking new business opportunities, including a potential reverse merger.
- The company has a history of adapting its business focus, indicating a willingness to evolve.
Negatives
- The company is currently a dormant shell with no ongoing operations or revenue.
- The company has a significant accumulated deficit of $117,455,902 as of December 31, 2022.
- The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
- The company's common stock is not quoted on any exchange.
Risks
- The company's ability to identify and implement a viable business plan is subject to risks and uncertainties, including the impact of the coronavirus pandemic.
- The company may face challenges in securing financing on acceptable terms.
- The company's lack of diversification poses a substantial risk.
- The company anticipates incurring operating losses in the next 12 months.
- The company's management has limited experience in some industries it may consider for a business combination.
Future Outlook
Management intends to explore and identify viable business opportunities within the U.S., including seeking to acquire a business in a reverse merger.
Management Comments
- Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase, or similar transaction.
- Management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete.
Industry Context
Given the company's dormant status and stated intention to seek a reverse merger, this announcement is relevant to the market for shell companies and distressed asset acquisitions.
Comparison to Industry Standards
- It is difficult to compare Born, Inc.'s performance to industry standards due to its dormant status.
- Many shell companies are used to acquire private companies looking to go public without a traditional IPO.
- The success of a reverse merger depends heavily on the acquired company's performance and the management team's ability to execute its business plan.
- Comparable companies would be other publicly traded shell companies, but their financial situations vary widely depending on their history and intended acquisition targets.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President, CEO, Treasurer, CFO, Secretary, sole Director | David Lazar | Jean Christophe Chopin | December 31, 2020 | Resignation of previous officer |
Legal Proceedings
- On January 14, 2024, the Eight Judicial District Court, pursuant to Case A-23-871046B, issued an Order Barring Unasserted Claims against Born, Inc.
Related Party Transactions
- The Company is currently being funded by David Lazar who is extending interest free demand loans to the Company.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial condition and reliance on future capital raises.
- Employees (currently only one) are subject to job insecurity given the company's dormant status.
- The company's creditors face uncertainty regarding repayment given the company's financial condition.
Next Steps
- The company intends to explore and identify business opportunities within the U.S.
- The company intends to seek to acquire a business in a reverse merger.
- The company intends to fund its working capital requirements through a combination of existing funds and future issuances of debt or equity securities.
Key Dates
| Date | Description |
|---|---|
| April 2011 | Born, Inc. was formed as Quture International, Inc. |
| August 10, 2011 | Shareholders voted to increase authorized shares of capital stock. |
| March 22, 2013 | Company became dormant. |
| December 26, 2019 | Company was dormant. |
| December 27, 2019 | Custodian Ventures, LLC appointed as custodian. |
| December 31, 2019 | David Lazar became the sole Director and Officer. |
| April 5, 2020 | Mr. Lazar granted preferred shares with super-voting rights. |
| September 10, 2020 | Certificate of Designation filed, changing conversion and voting rights of Series A preferred stock. |
| September 23, 2020 | Shares of Series A Convertible Preferred Stock transferred to FiveT Capital Holding AG; David Lazar resigned. |
| November 24, 2020 | Company name changed to Born, Inc.; reverse stock split implemented. |
| December 1, 2020 | FINRA declared the Name Change and the Reverse effective. |
| February 2, 2021 | Company changed its fiscal year end to December 31. |
| February 16, 2021 | Share exchange agreement with Alkeon Creators, Inc. |
| February 2021 | Transaction with Alkeon was voided and written off. |
| July 2023 | Company went into custodianship. |
| January 1, 2025 | Auditor's report date. |
| January 3, 2025 | Date of report and signature. |
Keywords
dormant shell, reverse merger, acquisition, financial statements, going concern, 10-K, Born, Inc., healthcare, business opportunities
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