Signature Holdings' Losses Mount Amidst Ownership Shift
| Field | Detail |
|---|---|
| Company | Signature Holdings Corp |
| Form Type | 10-Q |
| Filed Date | Dec 5, 2025 |
| Risk Level | high |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $2,500 |
| Sentiment | bearish |
Sentiment: bearish
Topics: Shell Company, Going Concern, Net Loss, Change of Control, Pre-revenue, M&A Target, High Risk
TL;DR
**Signature Holdings is a cash-burning shell company with a new owner; avoid until they actually acquire an operating business.**
AI Summary
Signature Holdings Corporation reported no revenue for the three and nine months ended September 30, 2025, consistent with the prior year. The company incurred a net loss of $15,017 for the three months ended September 30, 2025, a significant increase from the $2,595 net loss in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $33,701, up from $17,306 in 2024. General and administrative expenses were the sole expense, rising to $33,701 for the nine months ended September 30, 2025, from $17,306 in the prior year. A significant change in control occurred on July 21, 2025, when Gregory Aurre III sold 820,000 shares of common stock to Intaurelius LLC, making Intaurelius the controlling stockholder with approximately 83.1% ownership. This transaction led to a new Board of Directors and officers, including Brad G. Gunn as CEO. The company's total liabilities increased substantially to $6,567 as of September 30, 2025, from $1,416 at December 31, 2024, primarily due to a $5,667 'Due to related party' balance. The company continues to operate at a deficit, with an accumulated deficit of $267,290 as of September 30, 2025, and faces substantial doubt about its ability to continue as a going concern without securing additional capital or completing a business combination.
Why It Matters
This filing reveals Signature Holdings is a pre-revenue shell company with significant operational losses and a 'going concern' warning, making it a high-risk investment. The recent change in control to Intaurelius LLC and new CEO Brad G. Gunn signals a potential strategic shift, but without an active business, investors are betting purely on future M&A success. Employees are non-existent as the company has no operations, and customers are not impacted. The broader market implications are minimal given its shell status, but it highlights the speculative nature of such entities in the M&A space, especially with increased general and administrative expenses and a growing accumulated deficit.
Risk Assessment
Risk Level: high — The company reported no revenue for the three and nine months ended September 30, 2025, and incurred net losses of $15,017 and $33,701, respectively. Management explicitly states that the company's liquidity condition raises 'substantial doubt about the Company's ability to continue as a going concern' through the next twelve months, citing dependence on raising capital and closing a business combination.
Analyst Insight
Investors should avoid Signature Holdings until it successfully completes an initial business combination and demonstrates a viable operating model with revenue generation. The current financial state, marked by increasing losses and a going concern warning, indicates extreme speculative risk.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $0
- operating Margin
- N/A
- total Assets
- $800
- total Debt
- $6,567
- net Income
- $(33,701)
- eps
- $(0.03)
- gross Margin
- N/A
- cash Position
- $50
- revenue Growth
- 0.0%
Revenue Breakdown
| Segment | Revenue | Growth |
|---|---|---|
| Total Revenue | $0 | 0.0% |
Key Numbers
- $0 — Revenue (No revenue generated for the three and nine months ended September 30, 2025)
- $(15,017) — Net Loss (3 months) (Increased from $(2,595) in Q3 2024)
- $(33,701) — Net Loss (9 months) (Increased from $(17,306) in the first nine months of 2024)
- $6,567 — Total Liabilities (Increased from $1,416 at December 31, 2024)
- $5,667 — Due to related party (New liability as of September 30, 2025)
- $(5,767) — Total Stockholders' Deficit (Worsened from $(1,116) at December 31, 2024)
- 83.1% — Intaurelius LLC Ownership (Controlling stake after stock purchase on July 21, 2025)
- 2,899,465 — Shares Outstanding (As of November 21, 2025)
Key Players & Entities
- Signature Holdings Corporation (company) — Registrant
- Intaurelius LLC (company) — Controlling stockholder, holding 83.1% of voting securities
- Brad G. Gunn (person) — Chief Executive Officer and Director of Signature Holdings
- Gregory Aurre III (person) — Former President of Signature Holdings, sold 820,000 shares
- $15,017 (dollar_amount) — Net loss for the three months ended September 30, 2025
- $33,701 (dollar_amount) — Net loss for the nine months ended September 30, 2025
- $5,667 (dollar_amount) — Amount due to related party as of September 30, 2025
- $267,290 (dollar_amount) — Accumulated deficit as of September 30, 2025
- Delaware (regulator) — State of incorporation
- SEC (regulator) — Securities and Exchange Commission
FAQ
What is Signature Holdings Corporation's current revenue status?
Signature Holdings Corporation reported no revenue for both the three and nine months ended September 30, 2025, consistent with the prior year. The company has not commenced any operations and will not generate operating revenues until after completing an initial business combination.
Who is the new CEO of Signature Holdings Corporation?
Brad G. Gunn was appointed as the new Chief Executive Officer and Director of Signature Holdings Corporation on July 21, 2025, following the change in control where Intaurelius LLC became the controlling stockholder.
What is the primary risk identified in Signature Holdings Corporation's 10-Q filing?
The primary risk identified is the company's ability to continue as a going concern. Management explicitly states that the company's liquidity condition, characterized by increasing net losses and dependence on external capital, raises substantial doubt about its ability to meet future obligations.
How did the ownership structure of Signature Holdings Corporation change recently?
On July 21, 2025, Gregory Aurre III sold 820,000 shares of Signature Holdings' common stock to Intaurelius LLC. This transaction resulted in Intaurelius LLC becoming the controlling stockholder, holding approximately 83.1% of the issued and outstanding voting securities.
What were Signature Holdings Corporation's net losses for the nine months ended September 30, 2025?
For the nine months ended September 30, 2025, Signature Holdings Corporation reported a net loss of $33,701. This represents an increase from the net loss of $17,306 reported for the same period in 2024.
What is the purpose of Signature Holdings Corporation?
Signature Holdings Corporation was organized to provide counseling in mergers and acquisitions and to effect a business combination, such as a merger, capital stock exchange, or asset acquisition, with one or more businesses. To date, its efforts have been limited to organizational activities and identifying a target company.
What is the impact of the Inflation Reduction Act of 2022 on Signature Holdings Corporation?
As of September 30, 2025, the Inflation Reduction Act of 2022's tax provisions, including the 1% excise tax on stock repurchases, have been determined to have no impact on Signature Holdings Corporation's fiscal 2025 tax provision. The company will continue to monitor for updates and guidance.
What are the total liabilities for Signature Holdings Corporation as of September 30, 2025?
As of September 30, 2025, Signature Holdings Corporation's total liabilities were $6,567. This is a significant increase from $1,416 at December 31, 2024, primarily driven by a $5,667 'Due to related party' balance.
Is Signature Holdings Corporation considered an 'emerging growth company'?
Yes, Signature Holdings Corporation is an 'emerging growth company' as defined by the JOBS Act. It has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, meaning it will adopt new standards at the same time as private companies.
What is the company's strategy to address its 'going concern' issue?
The company intends to raise capital through issuances of additional equity and debt, and by pursuing mergers and business combinations. However, there are no assurances that it will be able to raise such capital on acceptable terms or at all.
Risk Factors
- Going Concern Uncertainty [high — financial]: The company has an accumulated deficit of $267,290 as of September 30, 2025, and incurred net losses of $15,017 and $33,701 for the three and nine months ended September 30, 2025, respectively. Without securing additional capital or completing a business combination, there is substantial doubt about its ability to continue as a going concern.
- Increasing Liabilities [medium — financial]: Total liabilities increased substantially to $6,567 as of September 30, 2025, from $1,416 at December 31, 2024. This increase is primarily driven by a new 'Due to related party' balance of $5,667.
- Dependence on General and Administrative Expenses [medium — operational]: General and administrative expenses are the company's sole reported expense. These expenses rose significantly to $33,701 for the nine months ended September 30, 2025, from $17,306 in the prior year, contributing to the widening net loss.
- Change of Control Implications [medium — regulatory]: A significant change in control occurred on July 21, 2025, with Intaurelius LLC acquiring approximately 83.1% ownership. This led to a new Board of Directors and officers, which could introduce new strategic directions or operational challenges.
- Negative Stockholders' Equity [medium — financial]: The company has a total stockholders' deficit of $(5,767) as of September 30, 2025, which has worsened from $(1,116) at December 31, 2024, indicating liabilities exceed assets.
Industry Context
Signature Holdings Corporation operates in an undefined industry, as the 10-Q does not specify its business activities. The company's current financial state, characterized by zero revenue and increasing losses, suggests it is either in a pre-revenue startup phase or facing significant operational challenges. Without a defined industry, it's difficult to assess competitive pressures or specific market trends.
Regulatory Implications
The significant change in control on July 21, 2025, may trigger reporting requirements with regulatory bodies depending on the nature of the company's business and the jurisdictions involved. The company's financial condition, including the substantial doubt about its going concern status, could also attract scrutiny from regulators if it operates in a regulated sector.
What Investors Should Do
- Monitor for capital infusion or business combination announcements.
- Investigate the nature of the 'Due to related party' liability.
- Seek clarification on the company's business strategy and revenue generation plans.
- Evaluate the impact of the new controlling stockholder and management team.
Key Dates
- 2025-07-21: Gregory Aurre III sold 820,000 shares to Intaurelius LLC — Intaurelius LLC became the controlling stockholder with 83.1% ownership, leading to a change in control, board, and officers.
- 2025-09-30: End of the third quarter and nine-month period — Financial results for the period show no revenue, increased net loss, and a substantial rise in liabilities, highlighting ongoing financial challenges.
- 2024-12-31: End of fiscal year 2024 — Provided the baseline for comparison, showing significantly lower liabilities ($1,416) and a smaller accumulated deficit compared to September 30, 2025.
Glossary
- Accumulated deficit
- The cumulative net losses of a company since its inception that have not been offset by net income. (Indicates the company's historical unprofitability, with a current deficit of $267,290 as of September 30, 2025.)
- Due to related party
- An amount owed by the company to individuals or entities that have a close relationship with the company, such as major shareholders or management. (Represents a significant new liability of $5,667 as of September 30, 2025, contributing to the overall increase in total liabilities.)
- Going concern
- The assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. (The company faces substantial doubt about its ability to continue as a going concern, necessitating additional capital or a business combination.)
- Stockholders' deficit
- Occurs when a company's total liabilities exceed its total assets, resulting in a negative equity position. (Signature Holdings Corp has a stockholders' deficit of $(5,767) as of September 30, 2025, indicating its liabilities outweigh its assets.)
Year-Over-Year Comparison
Compared to the prior year's nine-month period ended September 30, 2024, Signature Holdings Corporation has seen a significant deterioration in its financial performance. Revenue remains at $0, but the net loss has nearly doubled, increasing from $17,306 to $33,701. This widening loss is primarily driven by a substantial increase in general and administrative expenses, which rose from $17,306 to $33,701. Total liabilities have also surged from $1,416 at the end of 2024 to $6,567 as of September 30, 2025, largely due to a new $5,667 'Due to related party' balance. The company's financial position is precarious, with a worsening stockholders' deficit and substantial doubt about its ability to continue as a going concern.
Filing Stats: 4,563 words · 18 min read · ~15 pages · Grade level 15.7 · Accepted 2025-12-05 12:29:47
Key Financial Figures
- $2,500 — whereby the Company would compensate CE $2,500 per month in exchange for services rece
Filing Documents
- shc10q093025.htm (10-Q) — 288KB
- exhibit311.htm (EX-31) — 5KB
- exhibit312.htm (EX-31) — 5KB
- exhibit32.htm (EX-32) — 4KB
- 0001515971-25-000103.txt ( ) — 1634KB
- shc-20250930.xsd (EX-101.SCH) — 13KB
- shc-20250930_cal.xml (EX-101.CAL) — 16KB
- shc-20250930_def.xml (EX-101.DEF) — 30KB
- shc-20250930_lab.xml (EX-101.LAB) — 151KB
- shc-20250930_pre.xml (EX-101.PRE) — 118KB
- shc10q093025_htm.xml (XML) — 119KB
– FINANCIAL INFORMATION
PART I. – FINANCIAL INFORMATION Item 1.
Financial Statements and Supplementary Data
Financial Statements and Supplementary Data 3 Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 3 Condensed Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited) 4 Condensed Statements of Changes in Stockholders' Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited) 5 Condensed Statements of Changes in Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited) 6 Notes to the Condensed Financial Statements (Unaudited) 7-10 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 13 Item 4.
Controls and Procedures
Controls and Procedures 13
– OTHER INFORMATION
PART II – OTHER INFORMATION 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 14 2
FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
Financial Statements and Supplementary Data
Item 1. Financial Statements and Supplementary Data SIGNATURE HOLDINGS CORPORATION CONDENSED BALANCE SHEETS September 30, December 31, 2025 2024 (Unaudited) Assets Cash and cash equivalents $ 50 $ — Prepaid expenses 750 300 Total assets $ 800 $ 300 Liabilities and stockholders' equity (deficit) Accounts payable $ 900 $ 1,416 Due to related party 5,667 — Total liabilities 6,567 1,416 Commitments and contingencies (Note 6) Stockholders' equity (deficit) Common stock, $ 0.001 par value, 10,000,000 shares authorized, 986,400 shares issued and outstanding 986 986 Additional paid-in capital 260,537 231,487 Accumulated deficit ( 267,290 ) ( 233,589 ) Total stockholders' equity (deficit) ( 5,767 ) ( 1,116 ) Total liabilities and stockholders' equity (deficit) $ 800 $ 300 The accompanying notes are an integral part of these unaudited condensed financial statements 3 SIGNATURE HOLDINGS CORPORATION CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenue $ — $ — $ — $ — Expenses: General and administrative 15,017 2,595 33,701 17,306 Loss before provision for income tax ( 15,017 ) ( 2,595 ) ( 33,701 ) ( 17,306 ) Income tax expenses — — — — Net loss $ ( 15,017 ) $ ( 2,595 ) $ ( 33,701 ) $ ( 17,306 ) Loss per share Basic and diluted $ ( 0.02 ) $ ( 0.00 ) $ ( 0.03 ) $ ( 0.02 ) Weighted average number of shares outstanding, basic and diluted 986,400 986,400 986,400 986,400 The accompanying notes are an integral part of these unaudited condensed financial statements 4 SIGNATURE HOLDINGS CORPORATION CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) For the Three Months Ending September 30, 2025 Common Stock Additional Accumulated Total stockholders' Shares Amount paid-in capital deficit equity (deficit) Balance at
Management's
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations References to "we," "us,