Byrn Inc. Remains Dormant, Reports Zero Revenue and Mounting Deficit

Ticker: BRRN · Form: 10-Q · Filed: Oct 21, 2025 · CIK: 1397795

Sentiment: bearish

Topics: Shell Company, No Operations, Accumulated Deficit, Going Concern Risk, Related Party Transactions, Reverse Merger Target, Microcap

TL;DR

**BRRN is a zombie stock with no operations, burning cash on related party loans; avoid at all costs.**

AI Summary

Byrn, Inc. (BRRN) reported no revenue for the three and nine months ended September 30, 2025, continuing its dormant status. The company incurred a net loss of $3,700 for the three months ended September 30, 2025, a significant improvement from the $21,796 net loss in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $28,582, compared to $25,905 in the prior year. Total assets remain at $0, while total liabilities increased to $85,168 as of September 30, 2025, from $56,586 at December 31, 2024. This increase is primarily due to related party payables, which rose from $43,234 to $82,635, largely from interest-free demand loans from David Lazar. The company has an accumulated deficit of $117,550,693 and a working capital deficit of $85,168, raising substantial doubt about its ability to continue as a going concern. Management plans to explore business opportunities, including potential reverse mergers, and is currently funded by David Lazar.

Why It Matters

Byrn Inc.'s continued dormancy and lack of revenue signal a high-risk profile for investors, as the company relies entirely on related party funding to cover minimal administrative expenses. The substantial accumulated deficit of $117.55 million and working capital deficit of $85,168 indicate severe financial distress, making it highly speculative for new investors. For employees, there are none, and customers are non-existent given the lack of operations. In a competitive market, Byrn Inc. is not a player, existing solely as a shell company seeking a reverse merger, which offers no immediate value or competitive advantage.

Risk Assessment

Risk Level: high — The company has no operations or revenue, reporting $0 in total assets and an accumulated deficit of $117,550,693 as of September 30, 2025. Its working capital deficit of $85,168 and reliance on interest-free demand loans from related party David Lazar for funding indicate severe financial instability and raise substantial doubt about its ability to continue as a going concern.

Analyst Insight

Investors should avoid Byrn, Inc. (BRRN) due to its complete lack of operations, revenue, and significant accumulated deficit. The company is a shell seeking a reverse merger, a highly speculative endeavor with no guaranteed success. Capital is at extreme risk.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$0
total Debt
$85,168
net Income
$(3,700)
eps
$0.00
gross Margin
N/A
cash Position
$0
revenue Growth
N/A

Revenue Breakdown

SegmentRevenueGrowth
Total Revenue$0N/A

Key Numbers

Key Players & Entities

FAQ

What is Byrn Inc.'s current operational status?

Byrn Inc. has no current operations or revenue as of September 30, 2025. The company is considered a dormant shell and is in the process of developing a business plan, primarily seeking to acquire a business through a reverse merger.

How much revenue did Byrn Inc. generate in the last quarter?

Byrn Inc. generated $0 in revenue for the three months ended September 30, 2025, and also for the nine months ended September 30, 2025, consistent with its dormant status.

What is Byrn Inc.'s net loss for the nine months ended September 30, 2025?

Byrn Inc. reported a net loss of $28,582 for the nine months ended September 30, 2025, an increase from the $25,905 net loss reported for the same period in 2024.

Who is funding Byrn Inc.'s operations?

Byrn Inc. is currently being funded by David Lazar, the company's Court-appointed custodian, who extends interest-free demand loans to the company. Related party payables to Mr. Lazar totaled $82,635 as of September 30, 2025.

What is Byrn Inc.'s accumulated deficit?

As of September 30, 2025, Byrn Inc. had an accumulated deficit of $117,550,693, indicating significant historical losses since its inception.

Does Byrn Inc. have a going concern risk?

Yes, Byrn Inc. has a substantial doubt about its ability to continue as a going concern due to significant operating losses, an accumulated deficit of $117,550,693, and a working capital deficit of $85,168 as of September 30, 2025.

What are Byrn Inc.'s plans for future business operations?

Management intends to explore and identify viable business opportunities within the U.S., including seeking to acquire a business in a reverse merger, asset purchase, or similar transaction.

How many shares of common stock does Byrn Inc. have outstanding?

As of September 30, 2025, Byrn Inc. had 419,984,423 shares of Common Stock issued and outstanding, with 500,000,000 shares authorized.

Who is the controlling shareholder of Byrn Inc.?

FiveT Capital Holding AG became the controlling shareholder on September 23, 2020, after acquiring 10,000,000 shares of Series A Convertible Preferred Stock, which carry approximately 50.2% of the voting rights on a fully-diluted basis.

What was the purpose of Byrn Inc.'s name change in 2020?

On November 24, 2020, the company changed its name from Quture International, Inc. to Born, Inc. (and later to Byrn Inc. in 2024) in anticipation of entering into a new line of business operations.

Risk Factors

Industry Context

Byrn, Inc. was originally intended to be an emerging healthcare knowledge solution company. However, the company has been dormant and has not generated revenue. The current focus appears to be on exploring new business opportunities, potentially through a reverse merger, rather than operating within its original healthcare IT sector.

Regulatory Implications

As a publicly traded company, Byrn, Inc. is subject to SEC reporting requirements. The company's dormant status and lack of operations, coupled with significant related party debt and going concern issues, may attract scrutiny from regulators regarding its financial reporting and future viability.

What Investors Should Do

  1. Monitor future filings for any announced business combination or merger activity.
  2. Assess the terms and financing of any proposed reverse merger.
  3. Evaluate the financial stability and funding sources of any potential merger partner.
  4. Understand the voting rights associated with preferred stock.

Key Dates

Glossary

Accumulated Deficit
The total cumulative net losses of a company that have not been offset by net income. (Highlights Byrn, Inc.'s significant historical unprofitability, standing at $117,550,693.)
Related Party Payables
Amounts owed to individuals or entities that have a close relationship with the company, such as major shareholders or management. (A significant portion of Byrn, Inc.'s liabilities ($82,635) are owed to David Lazar, indicating reliance on related party financing.)
Going Concern
The assumption that a company will continue to operate for the foreseeable future without the threat of liquidation. (The company's financial condition raises substantial doubt about its ability to continue as a going concern.)
Working Capital Deficit
Occurs when a company's current liabilities exceed its current assets, indicating a potential short-term liquidity problem. (Byrn, Inc. has a working capital deficit of $85,168, signaling immediate liquidity concerns.)
Super-voting Rights
Preferred stock that carries voting rights disproportionately greater than common stock, allowing holders to exert significant control. (The 10,000,000 preferred shares held by FiveT Capital Holding AG have super-voting rights, making them a controlling shareholder.)
Reverse Merger
A transaction where a private company acquires a public shell company, thereby becoming a publicly traded company without a traditional IPO. (Management is exploring this as a potential strategy to revive the company's business operations.)

Year-Over-Year Comparison

Compared to the prior year's comparable period, Byrn, Inc. has shown an improvement in its net loss for the three months ended September 30, 2025 ($3,700) versus the same period in 2024 ($21,796). However, for the nine-month period, the net loss has increased from $25,905 in 2024 to $28,582 in 2025. Total liabilities have significantly increased from $56,586 at the end of 2024 to $85,168 as of September 30, 2025, primarily due to a rise in related party payables. The company's assets remain at $0, and it continues to face substantial going concern risks.

Filing Stats: 4,599 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2025-10-21 16:05:37

Filing Documents

– FINANCIAL INFORMATION

Part I – FINANCIAL INFORMATION 1 Item 1.

Financial Statements (unaudited)

Financial Statements (unaudited) 2 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 12 Item 4.

Controls and Procedures

Controls and Procedures 12

– OTHER INFORMATION

Part II – OTHER INFORMATION 14 Item 1.

Legal Proceedings

Legal Proceedings 14 Item 1A.

Risk Factors

Risk Factors 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Mine Safety Disclosures 14 Item 5. Other Information 14 Item 6. Exhibits 15

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Information contained in this quarterly report on Form 10-Q contains "forward-looking statements." These forward-looking statements are contained principally in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations," and are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking or achievements to be materially different from future results, performance, or achievements expressed or implied by any forward-looking resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obliga

Financial Statements

Item 1. Financial Statements. Index to Financial Statements Page

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS: Balance Sheets, September 30, 2025 (unaudited), and December 31, 2024 3 Unaudited Statements of Operations for the Three and Nine Months Ended September 30, 2025, and 2024 4 Unaudited Statements of Changes in Stockholders' Deficit for the Three and Nine Months Ended September 30, 2025, and 2024 5 Unaudited Statements of Cash Flows for the Nine Months Ended September 30, 2025, and 2024 6 Notes to the Unaudited Interim Financial Statements 7 2 BYRN INC. BALANCE SHEETS September 30, December 31, 2025 2024 (Unaudited) ASSETS Total Assets $ - $ - LIABILITIES & STOCKHOLDERS' DEFICIT Accounts payable $ 2,533 $ 13,352 Related party payables 82,635 43,234 Current liabilities 85,168 56,586 Total liabilities 85,168 56,586 Stockholders' Deficit Preferred stock, par value $ 0.001 , 10,000,000 shares authorized, 10,000,000 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively 10,000 10,000 Common stock, par value $ 0.001 , 500,000,000 shares authorized, 419,984,423 shares issued and outstanding of shares as of September 30, 2025, and December 31, 2024 419,985 419,985 Additional paid in capital 117,035,540 117,035,540 Accumulated deficit ( 117,550,693 ) ( 117,522,111 ) Total Stockholders' (Deficit) ( 85,168 ) ( 56,586 ) Total Liabilities and Stockholders' Deficit $ - $ - The accompanying notes are an integral part of these unaudited financial statements. 3 BYRN INC. (Unaudited) Three months Ended September 30, 2025 Three months Ended September 30, 2024 Nine months Ended September 30, 2025 Nine months Ended September 30, 2024 Revenue $ - $ - $ - $ - Operating Expenses: Administrative expenses -related party 3,700 21,796 28,582 25,905 Total operating expenses 3,700 21,796 28,582 25,905 Loss from operations ( 3,700 ) ( 21,796 ) ( 28,582 ) ( 25,905 ) Other (expense) net - - -

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Byrn Inc. f/k/a "Byrn, Inc. ("Byrn", "we", "us", or, the "Company"), is a Nevada corporation, formed in April 2011 to become an emerging healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical performance and outcomes. The Company developed medical software with tools and analytics intended to reduce costs while improving clinical performance, outcomes, predictive insight, and evidence-based best clinical processes. On August 10, 2011, holders of a majority of the Registrant's outstanding Common Stock voted to amend the Registrant's Articles of Incorporation to increase the number of its authorized shares of capital stock from 900,000,000 shares to 2,510,000,000 par value $ 0.001 shares (the "Amendment") of which (a) 2,500,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred stock. During the period from March 22, 2013, through December 26, 2019, the Company was dormant. On December 27, 2019, Custodian Ventures, LLC, an entity controlled by David Lazar, was appointed by the Nevada Court as the custodian of Byrn. On December 31, 2019, Mr. Lazar became the only Director and Officer of the Company also acting as its President, Treasurer, and Secretary. On April 5, 2020, the Company granted Mr. Lazar 10,000,000 preferred shares with super-voting rights of 21,000,000,000 common shares. On September 10, 2020, the Company filed a Certificate of Designation with the State of Nevada changing the conversion and voting rights of the Company's Series A preferred stock, $ .001 par value per share to 250 for each one (1) share of Series A preferred stock. On September 23, 2020, as a result of a private transaction, 10,000,000 shares of Series A Convertible Preferred Stock, $ 0.

Financial Statements

Financial Statements The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements at and as of December 31, 2024 filed with the SEC on April 15, 2025. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2025, and December 31, 2024, the Company's cash equivalents totaled $-0- and $-0- respectively. Stock-based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognize

Management's Discussion and Analysis

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Organizational History of the Company and Overview No Current Operations Plan of Operation The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report. 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. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business. Given our limited capital resources, we 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. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets. As of the date of this Report, our man

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