BRRN.OTC.PinkByrn, INC

10-KT: Born, Inc. Files Form 10-KT for Transition Period Ending December 31, 2020, Outlines Dormant Status and Future Plans

Sentiment:

Annual Report


Born, Inc., formerly Quture International, files its Form 10-KT for the transition period from May 1, 2020, to December 31, 2020, reporting a dormant status and outlining plans to explore business opportunities.

Capital raiseThe company 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.Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities.If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition.Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders.
Worse than expectedThe company has no operations or revenue.The company's auditor has expressed substantial doubt about its ability to continue as a going concern.The company has a working capital deficit and negative shareholders equity.

Summary

  • Born, Inc., formerly Quture International, filed a Form 10-KT for the transition period from May 1, 2020, to December 31, 2020.
  • The company was initially formed in April 2011 as a healthcare knowledge solution provider.
  • From March 22, 2013, to December 26, 2019, the company was dormant.
  • In December 2019, Custodian Ventures, LLC, controlled by David Lazar, was appointed as custodian, and Mr. Lazar became the sole director and officer.
  • In September 2020, FiveT Capital Holding AG acquired a controlling interest (approximately 50.2%) in the company.
  • The company changed its name to Born, Inc. in November 2020 and implemented a 1-for-1,000 reverse stock split, reducing authorized shares from 2,500,000,000 to 500,000,000.
  • A share exchange agreement with Alkeon Creators, Inc. in February 2021 was later voided.
  • The company remained a dormant shell from February 2021 through July 2023 when it went into custodianship.
  • As of the report date, the company has no operations or revenue and is developing a business plan, intending to explore business opportunities, including a potential reverse merger.
  • The company faces risks and uncertainties, including the impact of the coronavirus pandemic.
  • As of July 22, 2024, the company had 419,984,423 shares of common stock issued and outstanding and 100 holders of record.
  • The company has not paid any dividends since incorporation and does not anticipate doing so in the foreseeable future.
  • The company's independent auditor's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 2

Explanation: The sentiment is very negative due to the company's dormant status, lack of revenue, significant accumulated deficit, and the auditor's doubt about its ability to continue as a going concern. While the company is exploring new business opportunities, the risks and uncertainties are substantial.

Positives

  • The company is actively seeking new business opportunities, including a potential reverse merger.
  • New management is in place to guide the company's future direction.
  • The company has a plan to explore and identify viable business opportunities within the U.S.

Negatives

  • The company has been dormant for a significant period.
  • The company has no current operations or revenue.
  • The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
  • The company has a working capital deficit of $5,803 as of December 31, 2020.
  • The company has a negative shareholders equity of $29,782,799 as of December 31, 2020.

Risks

  • The company's ability to implement a viable business plan may be hindered by risks and uncertainties, including the continued negative effects of the coronavirus pandemic.
  • The company may face difficulties in identifying and consummating a suitable business combination.
  • The company's limited capital resources may restrict its ability to diversify and offset potential losses.
  • 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.
  • The company does not have sufficient working capital to fund its operations over the next 12 months.

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's ability to effectively identify, develop, and implement a viable plan for its business may be hindered by risks and uncertainties which are beyond its control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.

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 plans to pursue a reverse merger, its future is highly dependent on identifying a suitable target and securing necessary financing. The company's previous focus on healthcare knowledge solutions is not mentioned in the context of its future plans, suggesting a potential shift in industry focus.

Comparison to Industry Standards

  • It is difficult to compare Born, Inc.'s results to industry standards due to its dormant status and lack of operations.
  • Many shell companies seek to merge with private entities to gain a public listing, but the success of these ventures varies widely.
  • The company's auditor's expression of substantial doubt about its ability to continue as a going concern is a significant concern and is not typical for companies with ongoing operations and revenue generation.
  • Comparable companies would be other dormant shell companies seeking reverse mergers, but their financial situations and future prospects would depend on the specific circumstances of each case.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
President, CEO, CFO, Treasurer, Secretary, sole DirectorDavid LazarJean Christophe ChopinDecember 31, 2020Transfer of controlling interest and 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

  • Mr. Lazar, the Companys Court-appointed custodian was considered a related party.
  • During the year ended April 30, 2020, he extended $42,560 in interest free demand loans to the Company.

Stakeholder Impact

  • Shareholders face significant risk due to the company's financial condition and uncertain future.
  • Employees (if any) may be impacted by the company's restructuring and potential business combination.
  • Creditors face uncertainty regarding the company's ability to repay its debts.

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 develop and implement a viable business plan.
  • 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

DateDescription
April 2011Born, Inc. (f/k/a Quture International, Inc.) was formed.
August 10, 2011Shareholders voted to amend the Articles of Incorporation to increase authorized shares.
March 22, 2013Company entered a period of dormancy.
December 26, 2019End of the company's dormancy period.
December 27, 2019Custodian Ventures, LLC was appointed as custodian.
December 31, 2019David Lazar became the sole director and officer.
April 5, 2020Mr. Lazar was granted preferred shares with super-voting rights.
September 10, 2020Certificate of Designation was filed, changing conversion and voting rights of Series A preferred stock.
September 23, 2020FiveT Capital Holding AG acquired a controlling interest.
November 24, 2020Company amended its articles of incorporation to change its name to Born, Inc. and implement a reverse stock split.
December 1, 2020FINRA declared the Name Change and the Reverse effective.
December 31, 2020End of the transition period covered by the report.
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 22, 2024As of this date, the company had 100 holders of record of its common stock.
December 17, 2024Date through which management evaluated subsequent events.
December 18, 2024Date of the Independent Registered Public Accounting Firm's report.
December 19, 2024Date of the report.

Keywords

dormant shell, reverse merger, business opportunities, custodianship, recapitalization, going concern, financial statements, Form 10-KT, Born, Inc., Quture International

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