BRRN.OTC.PinkByrn, INC

10-K: Born, Inc. Files Form 10-K Annual Report for the Year Ended December 31, 2023

Sentiment:

Annual Report


Born, Inc., a dormant shell company, files its annual report on Form 10-K, highlighting its financial status and future plans to explore business opportunities.

Capital raiseThe Company will need to raise additional funds and is currently exploring alternative sources of financing.The Company is currently being funded by David Lazar who is extending interest free demand loans to the Company.Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans.
Worse than expectedThe company's auditor has expressed substantial doubt about its ability to continue as a going concern.The company incurred a net loss of $21,221 for the year ended December 31, 2023.The company has a working capital deficit of $30,117 as of December 31, 2023.

Summary

  • Born, Inc., formerly Quture International, Inc., filed its annual report on Form 10-K for the year ended December 31, 2023.
  • The company was initially formed in April 2011 as a healthcare knowledge solution provider but has since become a dormant shell.
  • During the period from March 22, 2013, through December 26, 2019, the Company was dormant.
  • Custodian Ventures, LLC, controlled by David Lazar, was appointed as custodian in December 2019, and Mr. Lazar became the sole director and officer.
  • A share exchange agreement with Alkeon Creators, Inc. in February 2021 was later voided, contributing to the company's dormant status.
  • As of January 6, 2025, the company had 419,984,423 shares of common stock issued and outstanding.
  • The company has no operations or revenue as of the date of this report and is exploring potential business opportunities, including a reverse merger.
  • The company's independent auditor's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern.
  • The company incurred a net loss of $21,221 for the year ended December 31, 2023, and $4,752 for the year ended December 31, 2022.
  • The company had a working capital deficit of $30,117 as of December 31, 2023.
  • David Lazar, the company's CEO, CFO, and Chairman, certified the report in compliance with the Sarbanes-Oxley Act.

Sentiment

Score: 2

Explanation: The document paints a negative picture due to the company's dormant status, financial losses, and auditor's concerns about its ability to continue as a going concern. While management is exploring opportunities, the overall outlook is uncertain.

Positives

  • Management intends to explore and identify viable business opportunities within the U.S., including seeking to acquire a business in a reverse merger.
  • David Lazar released the Company from all debts owed to him and/or the Seller in 2020.
  • The company has access to the U.S. capital markets.

Negatives

  • The company is a dormant shell company with no operations or revenue.
  • The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
  • The company incurred a net loss of $21,221 for the year ended December 31, 2023.
  • The company has a working capital deficit of $30,117 as of December 31, 2023.
  • The company has a significant accumulated deficit of $(117,477,124) as of December 31, 2023.
  • The company has no formal employment agreement with David Lazar, who is its sole employee, director or officer.

Risks

  • The company's ability to identify and implement a viable business plan may be hindered by risks and uncertainties beyond its control, including the effects of the coronavirus pandemic.
  • The company may only be able to effect one business combination due to its limited capital, posing a substantial risk.
  • Additional financing may not be available on acceptable terms, or at all.
  • The company anticipates incurring operating losses in the next 12 months.
  • The company's prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of development.

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. The company will need to raise additional funds and is currently exploring alternative sources of financing.

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.
  • Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits.

Industry Context

As a dormant shell company, Born, Inc.'s activities are primarily focused on identifying and pursuing potential business combinations, which is a common strategy for companies seeking to revitalize their operations and access capital markets. The company's focus on a reverse merger aligns with this trend, as it allows for a quicker and potentially less expensive path to becoming an operating entity.

Comparison to Industry Standards

  • It is difficult to compare Born, Inc.'s financial results to industry standards due to its status as a dormant shell company.
  • However, the company's negative working capital and accumulated deficit are indicative of its financial distress and lack of operational activity.
  • Companies in similar situations often face challenges in attracting investors and securing financing, as they lack a proven track record and established business model.
  • Comparable companies might include other publicly traded shell companies or companies undergoing restructuring or turnaround efforts.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
President, CEO, Treasurer, CFO, Secretary, Sole DirectorUnknownDavid LazarJuly, 2023Custodian Ventures, LLC was appointed as custodian.

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

  • Mr. Lazar, the Companys Court-appointed custodian is considered a related party.
  • During the year ended December 31, 2023 he extended 15,677 in interest free demand loans to the Company.

Stakeholder Impact

  • Shareholders face significant risks due to the company's financial instability and uncertain future.
  • Employees are limited to the sole director and officer, David Lazar.
  • The company's dormant status impacts customers and suppliers, as it has no active business operations.
  • Creditors face uncertainty regarding the company's ability to repay its debts.

Next Steps

  • Management intends to explore and identify viable business opportunities within the U.S.
  • The company will need to raise additional funds and is currently exploring alternative sources of financing.
  • The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent expertise.

Key Dates

DateDescription
April 2011Born, Inc. was formed as Quture International, Inc.
August 10, 2011Shareholders voted to increase authorized shares of capital stock.
March 22, 2013The Company was dormant.
December 26, 2019The Company was dormant.
December 27, 2019Custodian Ventures, LLC was appointed as custodian.
December 31, 2019Mr. Lazar became the only Director and Officer of the Company.
February 02, 2020The Companys Board of Directors changed the fiscal year end from April 30 to December 31.
April 5, 2020Mr. Lazar was granted preferred shares with super-voting rights.
September 10, 2020The company filed a Certificate of Designation changing the conversion and voting rights of the Companys Series A preferred stock.
September 23, 2020Shares of Series A Convertible Preferred Stock were transferred to FiveT Capital Holding AG.
November 24, 2020Quture International, Inc. amended its articles of incorporation to change its name to Born, Inc.
December 1, 2020FINRA declared the Name Change and the Reverse effective.
February 2, 2021The Company changed its fiscal year end to December 31.
February 16, 2021Born, Inc. entered into a share exchange agreement with Alkeon Creators, Inc.
July 6, 2023David Lazar has been CEO and Chairman of the Company since July 6. 2023.
July 22, 2024The company had 100 holders of record of its common stock.
January 6, 2025The Registrant had 419,984,423 shares of Common Stock issued and outstanding.

Keywords

dormant shell, reverse merger, custodianship, financial statements, going concern, Form 10-K, David Lazar, Born, Inc., healthcare, business opportunities

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