10-K: Byrn Inc. Reports Dormant Status in 10-K Filing, Eyes Future Business Opportunities

Byrn Inc., a dormant shell company, filed its annual report on Form 10-K, outlining its current state and future plans to explore potential business opportunities.

Summary

• Byrn Inc., formerly Quture International, is a Nevada corporation initially formed in April 2011 to develop healthcare knowledge solutions.
• The company has been largely dormant, particularly between March 2013 and December 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.
• As of December 31, 2024, the company remains a dormant shell with no ongoing business operations or revenue.
• Management intends to explore and identify viable business opportunities within the U.S., potentially through a reverse merger or acquisition.
• The company's independent auditor has expressed substantial doubt about its ability to continue as a going concern.
• As of April 15, 2025, the company had 419,984,423 shares of common stock issued and outstanding.
• The aggregate market value of voting and non-voting common equity held by non-affiliates as of June 30, 2024, was $-0-.

Sentiment

Score: 3

Explanation: The sentiment is low due to the company's dormant status, negative financial metrics, and the auditor's doubt about its ability to continue as a going concern. However, the management's efforts to seek new business opportunities provide a slight positive offset.

Positives

• Management is actively seeking new business opportunities, including potential acquisitions or reverse mergers.
• David Lazar forgave $18,518 in related party debt he had incurred.
• The company's disclosure controls and procedures were deemed effective as of December 31, 2024.

Negatives

• The company is currently a dormant shell with no revenue or ongoing business operations.
• The auditor has expressed substantial doubt about the company's ability to continue as a going concern.
• The company has a significant accumulated deficit of $117,522,111 as of December 31, 2024.
• The company reported a net loss of $44,987 for the year ended December 31, 2024.
• The company has a working capital deficit of $56,586 as of December 31, 2024.

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 to investors.
• The company's management has limited experience in some industries, which could impact its ability to properly assess risks.
• The company's internal controls over financial reporting may not prevent or detect misstatements due to inherent limitations.

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

The announcement reflects the challenges faced by shell companies seeking to identify and execute successful business combinations, particularly in the current economic climate. The company's strategy of seeking a reverse merger is a common approach for such entities to gain access to operating businesses and potentially revitalize their stock.

Comparison to Industry Standards

• It is difficult to compare Byrn Inc.'s performance to industry standards due to its dormant status.
• However, many shell companies on the OTC markets face similar challenges in identifying and acquiring viable businesses.
• The company's reliance on a reverse merger strategy is a common approach, but the success rate of such transactions can vary widely.
• Companies like Titan Pharmaceuticals, Inc. (TTNP) and Minim, Inc. (MINM), where David Lazar has held leadership positions, may provide some context for his management style and potential strategies, but their specific situations and industries differ significantly from Byrn Inc.'s current state.

Legal Proceedings

• There are no pending legal proceedings to which the company is a party.

Related Party Transactions

• Mr. Lazar, the company's Court-appointed custodian, is considered a related party.
• During the year ended December 31, 2024, he extended $45,565 in interest-free demand loans to the company.
• Mr. Lazar forgave $18,518 in related party debt he had incurred.

Stakeholder Impact

• Shareholders face significant risks due to the company's dormant status and financial challenges.
• The company's ability to secure new business opportunities will directly impact shareholder value.
• Employees, customers, suppliers, and creditors are not currently impacted due to the company's lack of operations, but this could change if the company successfully acquires a new business.

Next Steps

• Management intends to explore and identify viable business opportunities within the U.S.
• The company will continue to seek potential acquisitions or reverse mergers.
• 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, acquisition, going concern, financial statements, Byrn Inc., David Lazar, custodianship