10-K: Born, Inc. Files Form 10-K for Year Ended December 31, 2021, Revealing Dormant Status and Ongoing Search for Business Opportunities

Born, Inc.'s 2021 10-K filing indicates the company remains a dormant shell, actively seeking a viable business opportunity, including a potential reverse merger.

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 company control and a reverse stock split.
• A share exchange agreement with Alkeon Creators, Inc. in February 2021 was later voided, resulting in a goodwill impairment of $87,670,010.
• As of December 31, 2021, the company had no operations or revenue and is actively seeking a business opportunity, including a potential reverse merger.
• The company's independent auditor has expressed substantial doubt about its ability to continue as a going concern.
• The company had a net loss of $87,668,351 for the year ended December 31, 2021.
• As of December 27, 2024, the Registrant had 419,984,423 shares of Common Stock issued and outstanding.
• The company's management is responsible for establishing and maintaining adequate internal control over financial reporting.

Sentiment

Score: 2

Explanation: The sentiment is very negative due to the company's dormant status, significant losses, auditor's going concern warning, and the voided share exchange agreement. While management is seeking opportunities, the risks are substantial.

Positives

• Management is actively seeking viable business opportunities, including a potential reverse merger.
• The company has a new management team in place.
• The company is exploring alternative sources of financing.

Negatives

• The company is currently a dormant shell with no operations or revenue.
• The company has incurred significant operating losses and has a substantial accumulated deficit.
• Auditors have expressed substantial doubt about the company's ability to continue as a going concern.
• The company has a working capital deficit of $4,144 as of December 31, 2021.
• A previous share exchange agreement was voided, resulting in a significant goodwill impairment.

Risks

• The company's ability to identify and implement a viable business plan is subject to risks and uncertainties, including the effects 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 to investors.
• The company may effect a business combination with an entity in an industry characterized by a high level of risk or in which management has limited experience.
• The company anticipates incurring operating losses in the next 12 months.
• The company's internal controls over financial reporting may not prevent or detect misstatements.

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.
• 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

Given the company's dormant status and search for a reverse merger target, it is operating in a space with many firms seeking business opportunities at discounted rates. The company will face competition in identifying and securing a suitable target.

Comparison to Industry Standards

• It is difficult to compare Born, Inc. to industry standards due to its dormant status.
• Many shell companies seek reverse mergers, but the success rate is highly variable and dependent on the quality of the acquired business.
• Companies like Vaxil Bio Ltd. and Pacifico Minerals Ltd. have successfully completed reverse mergers, but their subsequent performance varies widely.
• The high goodwill impairment suggests a previous overvaluation of the Alkeon Creators, Inc. transaction, which is a negative signal.

Related Party Transactions

• Mr. Lazar, the Companys Court-appointed custodian was considered a related party.
• During the year ended December 31, 2020, he extended $42,560 in interest free demand loans to the Company.

Stakeholder Impact

• Shareholders face significant risks due to the company's financial condition and lack of operations.
• Employees are limited to the sole director and officer, Jean Christophe Chopin.
• Creditors face uncertainty regarding the company's ability to repay debts.

Next Steps

• Management intends to explore and identify viable business opportunities within the U.S.
• The company will seek to acquire a business in a reverse merger, asset purchase, or similar transaction.
• Management intends to fund working capital requirements through a combination of existing funds and future issuances of debt or equity securities.

Key Dates

Keywords

dormant shell, reverse merger, business acquisition, goodwill impairment, going concern, financial statements, Form 10-K, Born, Inc., Alkeon Creators, custodianship