Palisades Venture Swings to Loss Amid Rising Costs, Going Concern Warning

Palisades Venture Inc. 10-K Filing Summary
FieldDetail
CompanyPalisades Venture Inc.
Form Type10-K
Filed DateAug 20, 2025
Risk Levelhigh
Pages15
Reading Time18 min
Key Dollar Amounts$300,000, $1.07 b, $700 million, $1 billion, $1,103
Sentimentbearish

Sentiment: bearish

Topics: Cloud Computing, Cybersecurity, Going Concern, Small Cap, IT Services, Financial Instability, Emerging Growth Company

TL;DR

**Palisades Venture is a speculative bet with a 'going concern' warning and minimal cash, making it a high-risk play for any investor.**

AI Summary

Palisades Venture Inc., a datacenter and computer storage company, reported a revenue increase to $178,853 for the year ended December 31, 2024, up from $147,095 in 2023, primarily due to increased IT consulting work. However, the company posted a net loss of $(9,910) in 2024, a significant decline from a net profit of $12,161 in 2023. This loss was driven by a substantial increase in general and administrative expenses, which rose by $52,922 to $115,755 in 2024, mainly due to higher legal, professional, and audit fees. The company's cash balance was a mere $1,103 as of December 31, 2024, and it relies on borrowings from its Chairman, who has no legal obligation to provide funds. The independent registered public accountants issued a 'going concern' opinion, indicating substantial doubt about the company's ability to continue operations for the next twelve months without additional capital. Palisades Venture Inc. operates in cloud computing, IT business continuity, disaster recovery, and cybersecurity, leveraging assets from Landmark PMG LLC (d/b/a 4Service Cloud Tech) and Riteman.

Why It Matters

Palisades Venture Inc.'s shift from profit to a net loss of $(9,910) in 2024, coupled with a 'going concern' opinion from its auditors, signals severe financial instability for investors. The company's reliance on its Chairman for funding, without a formal commitment, creates significant uncertainty for its future operations and ability to compete in the robust cloud computing and cybersecurity markets against established players like Cisco and Microsoft. Employees face job insecurity given the company's stated intention to use consultants rather than full-time staff. Customers of 4Service Cloud Tech and Riteman may question the long-term viability of their service provider, potentially impacting market share in a competitive landscape where business continuity is paramount.

Risk Assessment

Risk Level: high — The company received a 'going concern' opinion from its independent registered public accountants, indicating substantial doubt about its ability to continue as an ongoing business for the next twelve months. This is evidenced by a cash balance of only $1,103 as of December 31, 2024, accumulated losses of $(438,648), and a net loss of $(9,910) for the year ended December 31, 2024. Furthermore, the company relies on non-committed borrowings from its Chairman for liquidity.

Analyst Insight

Investors should avoid Palisades Venture Inc. given the 'going concern' warning, minimal cash reserves of $1,103, and reliance on uncommitted related-party funding. The company's negative net profit of $(9,910) in 2024 and accumulated losses of $(438,648) suggest a highly unstable financial position with significant operational risks.

Financial Highlights

debt To Equity
N/A
revenue
$178,853
operating Margin
N/A
total Assets
N/A
total Debt
N/A
net Income
$(9,910)
eps
N/A
gross Margin
N/A
cash Position
$1,103
revenue Growth
+21.6%

Revenue Breakdown

SegmentRevenueGrowth
IT Consulting$178,853+21.6%

Key Numbers

  • $178,853 — Revenue for 2024 (Increased from $147,095 in 2023 due to IT consulting work.)
  • $(9,910) — Net Profit/(Loss) for 2024 (Significant decline from $12,161 net profit in 2023.)
  • $1,103 — Cash Balance as of Dec 31, 2024 (Insufficient to fund operations, leading to 'going concern' opinion.)
  • $115,755 — General and Administrative Expenses for 2024 (Increased by $52,922 from $63,985 in 2023, mainly due to legal and audit fees.)
  • $(438,648) — Accumulated Losses as of Dec 31, 2024 (Indicates significant historical financial challenges.)
  • $395 — Positive Working Capital as of Dec 31, 2024 (Extremely low, contributing to 'going concern' doubt.)
  • $(12,324) — Net Cash Used in Operating Activities for 2024 (Negative cash flow from core operations.)
  • 109,500,000 — Common Shares Issued and Outstanding as of Aug 20, 2025 (Reflects the total shares.)
  • $0 — Market Value of Non-Affiliate Common Equity as of June 30, 2024 (Indicates no public trading or market value.)
  • $300,000 — Cash paid for Landmark PMG LLC assets in 2021 (Part of the initial asset acquisition.)

Key Players & Entities

  • Palisades Venture Inc. (company) — registrant
  • Landmark PMG LLC (company) — subsidiary whose assets were absorbed
  • 4Service Cloud Tech (company) — d/b/a of Landmark PMG LLC and business continuity solutions provider
  • CorpTech Holding Inc. (company) — parent company of Landmark PMG LLC
  • Riteman (company) — managed services provider
  • Chairman (person) — source of company's borrowed funds
  • SEC (regulator) — U.S. Securities and Exchange Commission
  • Cisco (company) — hardware/software provider utilized by 4Service
  • Microsoft (company) — hardware/software provider utilized by 4Service
  • PCAOB Auditor ID: 7002 (company) — independent registered public accounting firm

FAQ

What is Palisades Venture Inc.'s primary business?

Palisades Venture Inc. is a datacenter and computer storage company based in the US, engaged in cloud computing, IT business continuity, disaster recovery, and cybersecurity services. It absorbed the assets of Landmark PMG LLC (d/b/a 4Service Cloud Tech) in 2021.

Why did Palisades Venture Inc. report a net loss in 2024?

Palisades Venture Inc. reported a net loss of $(9,910) in 2024, a significant drop from a $12,161 net profit in 2023. This was primarily due to a substantial increase in general and administrative expenses, which rose by $52,922 to $115,755, driven by higher legal, professional, and audit fees.

What is the significance of the 'going concern' opinion for Palisades Venture Inc.?

The 'going concern' opinion from independent registered public accountants for Palisades Venture Inc. means there is substantial doubt about the company's ability to continue as an ongoing business for the next twelve months. This is due to its minimal cash balance of $1,103, accumulated losses of $(438,648), and reliance on uncommitted related-party borrowings.

How does Palisades Venture Inc. fund its operations?

Palisades Venture Inc. primarily funds its operations through borrowings from its Chairman. However, the Chairman has no commitment, arrangement, or legal obligation to advance or loan funds to the company, creating significant financial uncertainty.

What were Palisades Venture Inc.'s revenues in 2024 compared to 2023?

Palisades Venture Inc.'s revenue for the year ended December 31, 2024, was $178,853, an increase from $147,095 for the year ended December 31, 2023. This increase was mainly attributed to a rise in IT consulting work.

Does Palisades Venture Inc. have any full-time employees?

No, Palisades Venture Inc. does not anticipate engaging any full-time employees. Management expects to use consultants, attorneys, and accountants as necessary, addressing the need for employees in connection with specific business opportunities.

What are the cybersecurity risks for Palisades Venture Inc.?

Palisades Venture Inc. acknowledges that identifying, detecting, preventing, and remediating IT security vulnerabilities is costly and time-consuming. The company states it lacks the manpower, expertise, or financial resources to effectively manage these risks, and cannot guarantee it will not be damaged by cybersecurity exploitation.

Is Palisades Venture Inc. an 'emerging growth company'?

Yes, Palisades Venture Inc. qualifies as an 'emerging growth company' under the JOBS Act. This allows it to take advantage of reduced reporting burdens, such as only two years of audited financial statements and an exemption from auditor attestation for internal control over financial reporting.

What is Palisades Venture Inc.'s market value of common equity?

As of the last business day of its most recently completed second fiscal quarter (June 30, 2024), the aggregate market value of the voting and non-voting common equity held by non-affiliates of Palisades Venture Inc. was $0, indicating no public trading or market valuation.

What are the critical accounting policies identified by Palisades Venture Inc.'s auditors?

The critical accounting policies identified by Palisades Venture Inc.'s auditors for its 2024 financial statements are Revenue, Improper Revenue Recognition, Management Override of Controls, and Going Concern. These policies involve significant judgment and are crucial to the portrayal of the company's financial condition.

Risk Factors

  • Going Concern Uncertainty [high — financial]: The company has a cash balance of $1,103 as of December 31, 2024, and accumulated losses of $(438,648). Net cash used in operating activities was $(12,324) for 2024. The independent registered public accountants issued a 'going concern' opinion due to substantial doubt about the company's ability to continue operations for the next twelve months without additional capital.
  • Reliance on Chairman's Funding [high — financial]: The company relies on funds borrowed from its Chairman, who has no legal obligation to provide future funding. This borrowing is non-interest-bearing, unsecured, and due on demand, creating significant financial dependency.
  • Limited Operations and Staffing [medium — operational]: The company expects to use consultants, attorneys, and accountants as necessary and does not anticipate engaging full-time employees. This limited operational structure may hinder scalability and responsiveness.
  • Increased Legal and Professional Fees [medium — legal]: General and administrative expenses rose by $52,922 to $115,755 in 2024, primarily due to higher legal, professional, and audit fees. This significant increase impacts profitability and cash flow.
  • Lack of Public Market Value [low — market]: The market value of non-affiliate common equity was $0 as of June 30, 2024, indicating no public trading or market valuation for the company's shares.

Industry Context

Palisades Venture Inc. operates in the datacenter, computer storage, cloud computing, IT business continuity, disaster recovery, and cybersecurity sectors. This is a highly competitive and rapidly evolving industry driven by technological advancements and increasing demand for data management and security solutions. Key players include established tech giants and specialized service providers, making differentiation and cost-efficiency critical for success.

Regulatory Implications

As an 'emerging growth company,' Palisades Venture Inc. benefits from reduced SEC reporting requirements. However, the 'going concern' opinion issued by its auditors triggers significant scrutiny and potential regulatory attention regarding its financial stability and disclosure practices.

What Investors Should Do

  1. Avoid Investment
  2. Monitor for Capital Infusion
  3. Review Legal and Professional Fee Drivers

Key Dates

  • 2021-07-27: Asset Purchase Agreement — Acquisition of assets from Landmark PMG LLC (d/b/a 4Service Cloud Tech) for 25,000,000 shares and $300,000, forming the basis of the company.
  • 2024-12-31: Year-End Financial Reporting — Reported revenue of $178,853, a net loss of $(9,910), and a cash balance of $1,103, highlighting significant financial challenges and a 'going concern' opinion.
  • 2025-08-20: Independent Auditor's Report Date — The auditors issued their report for the year ended December 31, 2024, confirming the 'going concern' opinion.

Glossary

Going Concern
An accounting principle that assumes a company will continue to operate for the foreseeable future. A 'going concern' opinion from auditors indicates substantial doubt about this assumption. (The company received a 'going concern' opinion, signaling severe financial distress and potential inability to continue operations.)
Emerging Growth Company
A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. These companies are eligible for certain regulatory and reporting exemptions. (Palisades Venture Inc. qualifies as an emerging growth company, allowing for reduced reporting requirements, but this status does not mitigate its severe financial issues.)
Asset Purchase Agreement
A contract detailing the purchase of specific assets from one company by another. (This agreement in 2021 was crucial for the formation of Palisades Venture Inc. by acquiring assets from Landmark PMG LLC.)
General and Administrative Expenses
Costs incurred for the overall management and operation of a business, not directly tied to the production of goods or services. (These expenses increased significantly by $52,922 to $115,755 in 2024, largely due to legal and audit fees, heavily impacting the company's net loss.)

Year-Over-Year Comparison

Revenue for the year ended December 31, 2024, increased by 21.6% to $178,853, primarily driven by IT consulting work, compared to $147,095 in 2023. However, this revenue growth was overshadowed by a significant deterioration in profitability, with the company swinging from a net profit of $12,161 in 2023 to a net loss of $(9,910) in 2024. This decline was largely due to a substantial $52,922 increase in general and administrative expenses, particularly legal and audit fees, which has led to a critical 'going concern' opinion from auditors, a risk not as pronounced in the prior year's filing.

Filing Stats: 4,540 words · 18 min read · ~15 pages · Grade level 14.9 · Accepted 2025-08-20 15:53:56

Key Financial Figures

  • $300,000 — ares of our restricted common stock and $300,000, through an Asset Purchase Agreement, d
  • $1.07 b — annual gross revenue equals or exceeds $1.07 billion, (ii) the date that we become a "
  • $700 million — that is held by non-affiliates exceeds $700 million as of the last business day of our most
  • $1 billion — date on which we have issued more than $1 billion in non-convertible debt during the prec
  • $1,103 — nd uncertainties. Our cash balance was $1,103 as of December 31, 2024. We believe our
  • $395 — r draw, and positive working capital of $395 as of December 31, 2024, and a cash flo
  • $178,853 — or the year ended December 31, 2024 was $178,853 compared to $147,095 for the year ended
  • $147,095 — ember 31, 2024 was $178,853 compared to $147,095 for the year ended December 31, 2023. T
  • $41,000 — or the year ended December 31, 2024 was $41,000 compared to $39,612 for the year ended
  • $39,612 — cember 31, 2024 was $41,000 compared to $39,612 for the year ended December 31, 2022. T
  • $115,755 — eneral and administrative expenses were $115,755 for the year ended December 31, 2024, c
  • $63,985 — ar ended December 31, 2024, compared to $63,985 for the year ended December 31, 2023, a
  • $52,922 m — ended December 31, 2023, an increase of $52,922 mainly due to increased costs of legal an
  • $12,161 — ember 31, 2024 was $(9,910) compared to $12,161 for the year ended December 31, 2023.
  • $438,854 — the Company has a retained deficit of ($438,854) and positive working capital of $286 a

Filing Documents

Financial Statements

Financial Statements For the Fiscal Year Ended December 31, 2024 and 31 December, 2023 TABLE OF CONTENTS Page PART I Item 1.

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 2 Item 1B. Unresolved Staff Comments 2 Item 1C. Cybersecurity 2 Item 2.

Properties

Properties 2 Item 3.

Legal Proceedings

Legal Proceedings 2 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 3 Item 6.

Selected Financial Data

Selected Financial Data 3 Item 7.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 3 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 5 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 6 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 7 Item 9A.

Controls and Procedures

Controls and Procedures 7 Item 9B. Other Information 8 PART III Item 10. Directors, Executive Officers and Corporate Governance 9 Item 11.

Executive Compensation

Executive Compensation 10 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11 Item 13. Certain Relationships and Related Transactions, and Director Independence 11 Item 14. Principal Accounting Fees and Services 1 1 PART IV Item 15. Exhibits, Financial Statement Schedules 12 Item 16. Form 10-K Summary 12

Signatures

Signatures 13 i PART I

Business

Item 1. Business Palisades Venture, Inc., is a datacenter and computer storage company based in the US. The Company was formed in 2021 primarily to absorb the assets of Landmark PMG LLC (d/b/a 4Service Cloud Tech) – one of the subsidiaries of CorpTech Holding Inc., for 25,000,000 shares of our restricted common stock and $300,000, through an Asset Purchase Agreement, dated July 27, 2021. The Company is engaged in the cloud computing segment of the technology sector as well as IT business continuity, disaster recovery and Cyber Security. In the past 10 years, 4Service Cloud Tech and Riteman have provided corporate clients with an array of managed technology services in data protection, cyber security and business continuation with real time disaster recovery solutions. Since 2011, the company implemented secured cloud computing solutions and today 4Service is considered to have a implemented based on existing top manufacturers and providers of hardware and software solutions, such as Cisco, Checkpoint, Dell, HP, EMC2, VMWare and Microsoft. 4Service is a business continuity solutions provider that specializes in cloud computing and disaster recovery services. 4Service offer a 3-Tier approach to our disaster recovery strategy and our private managed cloud computing offering is comprised of the best-in-class of industry leading equipment and software solutions. Utilizing the newest desktop and server virtualization technologies, our cloud computing solution allows any organization, regardless of size, to gain a world-class infrastructure and dramatically cut its IT costs across the board. Riteman is a managed services provider specializing in high-end technical and professional services with a focus on infrastructure virtualization. IT@Once offers a full array of IT solutions and has a proven track record in deploying, implementing, and managing on-premise and cloud virtualized environments. Employees Management of the Company expect to use consultants, attorn

Risk Factors

Item 1A. Risk Factors We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments Not applicable.

Cybersecurity

Item 1C. Cybersecurity Cybersecurity Risk Management, Strategy, and Governance The identification, detection, prevention and remediation of known or potential IT security vulnerabilities, including those arising from third-party hackers, hardware or software, is extremely costly and time consuming. The Company does not have the manpower, expertise or financial resources to effectively identify, detect, prevent or remediate cybersecurity risks. No assurance or guarantee whatsoever can be given that the Company will not be damaged by the exploitation of its cybersecurity vulnerabilities. During the year ended December 31, 2024, we did no t identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, we may not be aware of all vulnerabilities or might not accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks.

Properties

Item 2. Properties We currently do not own or rent any property.

Legal Proceedings

Item 3. Legal Proceedings Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this year-end report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties. 2 PART II

Market for Registrant's Common Equity,

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares are currently not quoted on any exchange. As of December 31, 2024, no shares of our common stock have been traded. Number of Holders As of December 31, 2024, 100,000,000 shares of common stock were issued and outstanding. Dividends No cash dividends have been paid on our shares of common stock to date. Purchase of our Equity Securities by Officers and Directors None. Other Stockholder Matters Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Selected Financial Data

Item 6. Selected Financial Data Not applicable.

Management's Discussion and Analysis

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Financial Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Statement, including information with respect to our plans and strategy for our business and related financing, includes

forward-looking statements that involve risks and uncertainties

forward-looking statements that involve risks and uncertainties. Our cash balance was $1,103 as of December 31, 2024. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have where necessary been utilizing funds borrowed from our Chairman. The Chairman has no commitment, arrangement or legal obligation to advance or loan funds to the company. The borrowing is non-interest-bearing, unsecured, and due on demand. 3 Our independent registered public accountants have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. The accompanying financial statements have been prepared assuming that the Company continues as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has accumulated losses of $(438,648) net of owner draw, and positive working capital of $395 as of December 31, 2024, and a cash flows from operating activities of $(12,324) for the year ended December 31, 2024. Due to these conditions, it raises substantial doubt about its ability to continue as a going concern. We are an "emerging growth company" as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden pa

Quantitative and Qualitative Disclosures

Item 7A. Quantitative and Qualitative Disclosures about Market Risk Not applicable to smaller reporting companies. 5

Financial Statements and Supplementary

Item 8. Financial Statements and Supplementary Data Reports of Independent Registered Public Accounting Firm (PCAOB Auditor ID: 7002 ) F-1 Balance Sheets as of December 31, 2024 and 2023 F-4 F-5 F-6 F-7 Notes to the Financial Statements F-8 6 Reports of Independent Registered Public Accounting Firms August 20, 2025 To the Board of Directors of Palisades Venture, Inc. In connection with our audits of the financial standards require that we provide you with the following information related to our audits. Significant and Critical Accounting Policies and Practices Management is responsible for the selection and use of appropriate accounting policies. In accordance with the terms of our engagement letter, we will advise management about the appropriateness of accounting policies and their application. The Company's significant accounting policies are disclosed in the notes to the financial accounting policies was not changed during 2024. We noted no transactions entered into by the Company during the year for which accounting policies are controversial or for which there is a lack of authoritative guidance or consensus or diversity in practice. Critical accounting policies and practices are those that are both (1) most important to the portrayal of the Company's financial condition and results and (2) require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates abo

View Full Filing

View this 10-K filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.