UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
Commission File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number)
______________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 3, 2026 there were common shares issued and outstanding.
PALISADES VENTURE, INC.
FORM 10-Q
Nine Month Period Ended September 30, 2026
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
PALISADES VENTURE, INC.
BALANCE SHEETS
| September 30, 2026 (Unaudited) | December 31, (Audited) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Receivables | ||||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders Equity | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Accounts Payables | ||||||||
| Related Party Payables | ||||||||
| Total Current Liabilities | ||||||||
| Long term Note Payable | ||||||||
| Convertible Note payable | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common Stock, $ par value, shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional Paid in capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
PALISADES VENTURE, INC.
STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2026 AND 2025
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Gross Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Profit/(Loss) from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest Expense | ||||||||||||||||
| Provision for Income Tax | ||||||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Earnings Per Common Share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Weighted Average Common Shares Outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
PALISADES VENTURE, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED September 30, 2026 and September 30, 2025
(Unaudited)
| Common Shares Outstanding | Common Stock | Additional Paid in Capital | Retained Earnings | Total equity | ||||||||||||||||
| Balance as at December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed Interest through 9.30.25 | – | |||||||||||||||||||
| Net Loss for the nine month period | – | ( | ) | ( | ) | |||||||||||||||
| Shares issued | ( | ) | ||||||||||||||||||
| Balance as at September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed Interest for three months ended 12.31.2025 | – | |||||||||||||||||||
| Net loss for the three months ended 12.31.2025 | – | ( | ) | ( | ) | |||||||||||||||
| Balance as at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed Interest for the nine months ended 9.30.2026 | – | |||||||||||||||||||
| Net loss for the nine months ended 9.30.2026 | – | ( | ) | ( | ) | |||||||||||||||
| Balance as at September 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
PALISADES VENTURE, INC.
STATEMENTS OF CASH FLOWS
| For the Nine | For the Nine | |||||||
| Months ended | Months ended | |||||||
| September 30, 2026 | September 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income/loss to net cash provided by (used in) operating activities | ||||||||
| Imputed Interest | ||||||||
| Changes in Assets and Liabilities | ||||||||
| Accounts Receivable | ( | ) | ||||||
| Accounts Payable | ( | ) | ||||||
| Accrued Expenses | ||||||||
| Net cash Provided by (used) in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Related Party Advances | ||||||||
| Issuance of Common Stock | ||||||||
| Borrowings on debt | ||||||||
| Net cash Provided by (used in) Financing Activities | ||||||||
| Net Change in Cash | ( | ) | ||||||
| Cash at beginning of the period | ||||||||
| Cash at end of the Period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Interest Paid | $ | $ | ||||||
| Income Taxes Paid | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
PALISADES VENTURE, INC.
Notes to the Unaudited Financial Statements
NOTE 1 – NATURE OF 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 sophisticated cloud infrastructure built on state of the art technology and 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 offers 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.
NOTE 2 – SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES
Revenue Recognition
Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
| · | identification of the contract, or contracts, with a customer; | |
| · | identification of the performance obligations in the contract; | |
| · | determination of the transaction price; | |
| · | allocation of the transaction price to the performance obligations in the contract; and | |
| · | recognition of revenue when, or as, we satisfy a performance obligation. |
Company recognizes revenues based on monthly fees for services provided to customers as well as additional hourly work performed per customer’s request in addition to the Monthly Recurring Charges. Customers typically pay on Net 30 Days terms. All customers pay Monthly Recurring charges based on the resources utilized such as the number of Licenses for Microsoft Windows users, and server utilization.
| 7 |
In addition, if a customer requests additional services such as adding/deleting users, updating their personal computers, synchronizing data between their cell phone and servers, solving issues with other applications they use internally or additional such services. The Company provides these services at a rate of $145 per hour.
The total revenue
is net of loyalty discounts given to nine customers totaling $
Segment Reporting
We operate in a operating segment and a reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding how to allocate resources and in assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the level. Since we operate in one operating segment, all required financial segment information is presented in the financial statements.
Accounts Receivable
Accounts receivable consist primarily of trade receivables.
The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based
on historical collection experience, current economic and market conditions and a review of the current status of each customer’s
trade accounts receivable. The Company does not perform a credit check on new customers but typically will start a new client on pay upfront
for the initial on-boarding and first month and gradually move them to Net 15 days after 3 -6 months and then Net 30 days. The allowance
for doubtful trade receivables was $
Basis of Presentation
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”).
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were
The Company records stock-based compensation in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for stock-based compensation in accordance with the provision of ASC 505-50, Equity Based Payments to Non-Employees, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest.
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.
| 8 |
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1 - Quoted market prices available in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The Company’s financial instruments are consisted principally of accrued expenses, short term debt, and long term debt. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature.
Income Tax Provision
The Company follows ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
Prior to July 27, 2021, Landmark was an LLC and taxed as a pass through entity. Palisades is a C Corp and taxed as such and that from inception forward for Palisades and from acquisition of Landmark forward all amounts are taxed as a C corp.
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Deferred Tax asset | $ | ( | ) | $ | ( | ) | ||
| Tax Effect (Benefit) of operating loss carryforwards | ||||||||
| Tax expense/(benefit) for continuing operations | $ | $ | ||||||
The Company has current net operating loss carryforward
of $
| 9 |
Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The components of deferred income tax assets are as follows:
| September 30 | ||||||||
| 2026 | 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss | $ | ( | ) | $ | ( | ) | ||
| Valuation allowance | ||||||||
| Net deferred asset | $ | $ | ||||||
At September 30, 2026, the Company provided a 100% valuation allowance for the deferred tax asset because it could not be determined whether it was more likely than not that the deferred tax asset/(liability) would be realized.
On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the, change was signed into law.
The Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were potentially dilutive common shares outstanding for the nine months ended September 30, 2026, and 2025.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The accompanying unaudited financial statements have
been prepared assuming that the Company will continue 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 unaudited financial statements,
as of September 30, 2026, the Company has retained losses of $(
| 10 |
The Company is attempting to expand operations and generate additional revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds. The unaudited financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
The amount owed to Mr. Rechtman by the Company as
at September 30, 2026, was $
On July 27th, 2021 Palisades purchased
the assets of Landmark LLC from CorpTech Holding Inc. Mr. Rechtman - our CEO, owns 68% of our Company as well as 90% of CorpTech Holding
Inc., while CorpTech and its shareholders, other than Orie Rechtman, owns 25% of our Company. Palisades paid for this purchase as follows:
25,000,000 shares of Palisades shares and $
The due date of this note is
On February 2, 2023 the Company entered into a Service
Level Agreement with CorpTech Holding where CorpTech will provide the Company with technical support and hosting of servers. The Company
is paying CorpTech $
On January 1, 2025, Mr. Orie Rechtman agreed and signed
a compensation package with the Company. The compensation agreement is for a period of five years at a salary of $
| 11 |
RELATED PARTY NOTE AND INTEREST
| Corptech Holdings, Inc. | Issuance Date | Maturity date | Amount | Interest Rate | ||||||||
| DETAIL | $ | |||||||||||
| Imputed interest addition | ||||||||||||
| Total Interest | ||||||||||||
| Note | Interest | Imputed Interest | ||||||||||
| Balance as at December 31, 2024 | ||||||||||||
| Interest for the 9 months ended 9.30.2025 | ||||||||||||
| Imputed Interest for the 9 months ended 9.30.2025 | ||||||||||||
| Balance as at September 30, 2025 | $ | $ | ||||||||||
| Interest for the 3 months ended 12.31.2025 | ||||||||||||
| Imputed Interest for the 3 months ended 12.31.2025 | ||||||||||||
| Balance as at December 30, 2025 | $ | $ | ||||||||||
| Interest for 9 months ended 9.30.2026 | ||||||||||||
| Imputed Interest for 9 months ended 9.30.2026 | ||||||||||||
| Balance as at September 30, 2026 | $ | $ | ||||||||||
NOTE 5 – CONVERTIBLE NOTE
On February 17, 2021 the Company (Palisades Venture
Inc.) and Rechtman entered into a convertible note agreement with Mr. Robert Papiri in the amount of $
| 12 |
This note can convert to 2,500,000 shares of common stock of Palisades Venture, Inc. with conversion price of $0.0096 per share within 60 days following the filing of the S-1 registration. If Papiri does not convert, the loan is repaid over 18 months with minimum payments of $1,000 per month and a balloon at the end of the period. No payments are due until 60 days after the filing of the registration statement. The interest rate on this note is 8% per annum. Any balance of interest due at the time of conversion may also be converted under the same terms as the capital portion of the note.
CONVERTIBLE NOTE AND INTEREST
| Robert Papiri | Issuance Date | Date of revision | Maturity date | Amount | Interest Rate | |||||||||||
| Details | $ | |||||||||||||||
| N/A | $ | |||||||||||||||
| N/A | $ | |||||||||||||||
| N/A | $ | |||||||||||||||
| N/A | $ | |||||||||||||||
| Note | Interest | |||||||
| Balance as at December 31, 2024 | ||||||||
| Additions | ||||||||
| Interest for 9 months ended 9.30.2026 | ||||||||
| Balance as at September 30, 2025 | $ | $ | ||||||
| Additions | ||||||||
| Interest for 3 months ended 12.31.2026 | ||||||||
| Balances as at December 31, 2025 | $ | |||||||
| Additions | ||||||||
| Interest for 9 months ended 9.30.2026 | ||||||||
| Balance as at September 30, 2026 | $ | $ | ||||||
INTEREST EXPENSE
| Robert Papiri | Corptech Holdings, Inc. | TOTAL | ||||||||||
| Nine Months Ended September 30, 2026 | $ | $ | $ | |||||||||
| Nine Months Ended September 30, 2025 | $ | $ | $ | |||||||||
| 13 |
NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)
The Company’s equity structure from July 23, 2021, through September 30, 2026, is as follows:
The company has authorized shares of common stock par value $.
Total Shares outstanding as of September 30, 2026, is .
NOTE 7 – SUBSEQUENT EVENTS
There were no material subsequent events to report.
| 14 |
FORWARD-LOOKING STATEMENTS
This quarterly report on form 10-Q (the “Quarterly Report”) of Palisades Venture, Inc. (“the Company”, “we”, “us”) contains forward-looking statements, which can be identified by the use of words such as such “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “would,” “should,” “could” or “may,” and words of similar meaning. These forward-looking statements include, but are not limited to:
| · | statements of our goals, intentions and expectations; | |
| · | statements regarding our business plans, prospects, growth and operating strategies; | |
| · | statements regarding the quality of our loan and investment portfolios; and | |
| · | estimates of our risks and future costs and benefits. |
These forward-looking statements are based on the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, you should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Quarterly Report.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
| · | general economic conditions, either nationally or in our market area that are worse than expected; | |
| · | our ability to access cost-effective funding; | |
| · | our ability to implement and change our business strategies; | |
| · | adverse changes in the securities markets; | |
| · | our ability to enter new markets successfully and capitalize on growth opportunities; | |
| · | our ability to retain key employees; | |
| · | material weakness or significant deficiency in our internal controls over financial reporting; and |
Our results may be materially different from those indicated by these forward-looking statements. Given these uncertainties, readers of this quarterly report are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
Item 1.01
Material Events.
FINRA processed and cleared the sponsoring market makers Form 211 filing in July 2026 allowing that market maker to initiate proprietary quotations, assuming the ongoing regulatory conditions are met and DTC eligibility is obtained. Currently the Company is waiting for DTC eligibility approval.
| 15 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
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 sophisticated cloud infrastructure built on state of the art technology and 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.
Results of Operations for the three Months Ended September 30, 2026 as compared to the three Months Ended September 30, 2025
Revenue
Revenue for the three months ended September 30, 2026, was $48,243 compared to $49,216 for the three months ended September 30, 2025.
Cost of sales
Cost of sales for the three months ended September 30, 2026, was $7,711 compared to $7,500 for the three months ended September 30, 2025.
Operating expenses
Operating expenses were $54,879 for the three months ended September 30, 2026, compared to $68,514 for the three months ended September 30, 2025, a reduction of $13,635. The decrease was mainly due to lower overheads at the head office level.
Interest expense
For the three months ended September 30, 2026, and 2025, we had interest expense of $8,460 and $8,280 respectively.
Net Income
Net loss for the three months ended September 30, 2026, was $(22,807) compared to a net loss of $(35,078) for the three months ended September 30, 2025. The lower net loss is due to lower overhead costs.
| 16 |
Results of Operations for the Nine Months Ended September 30, 2026 as Compared to the Nine Months Ended September 30, 2025
Revenue
Revenue for the nine months ended September 30, 2026, was $154,931 compared to $150,291 for the nine months ended September 30, 2025.
Cost of sales
Cost of sales for the nine months ended September 30, 2026, was $23,941 compared to $23,460 for the nine months ended September 30, 2025.
Operating expenses
Operating expenses were $167,200 for the nine months ended September 30, 2026, compared to $182,019 for the nine months ended September 30, 2025.The reduction in operating expense of $14,819 was primarily due to lower head office overheads.
Interest expense
For the nine months ended September 30, 2026 and 2025, we had interest expense of $25,288 and $24,840 respectively.
Net Income
Net loss for the nine months ended September 30, 2026, was $(61,498) compared to a net loss of $(80,028) for the nine months ended September 30, 2025. The reduction in the loss for the period is primarily due to a reduction in head office costs during the period.
LIQUIDITY AND CAPITAL RESOURCES
The accompanying unaudited financial statements have been prepared assuming that the Company will continue 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 unaudited financial statements, the Company has an accumulated deficit of $(583,593) as of September 30, 2026. For the nine months ended September 30, 2026, the Company had a net loss of $(61,498) and $(80,028) for the nine months ended September 30, 2025. We used cash of $(37,440) in operating activities. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities was $(37,440) during the nine months ended September 30, 2026, compared to net cash used of $(55,148) in the nine months ended September 30, 2025.
Net cash provided in financing activities was $36,679 for the nine months ended September 30, 2026, and cash provided of $57,793 for the nine months ended September 30, 2025.
Over the next twelve months, we expect our principal source of liquidity will be raised from the sale of stock, a private placement offering or from an institutional lender.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout management’s Discussion and Analysis or Plan of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
| 17 |
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
This item is not applicable as we are currently considered a smaller reporting company.
Item 4. Controls and Procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms, and that such information is accumulated and communicated to our management, including our Chairman, Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Disclosure Controls
In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, Company management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Evaluation of Disclosure Controls and Procedures
Our CEO has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on the evaluation, they have concluded that our disclosure controls and procedures may not be effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings and ensuring that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting
Such officers also confirmed that there was no change in our internal control over financial reporting during the nine months ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 18 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
During the nine months ended September
30, 2026, no director or officer of the Company
Item 6. Exhibits.
The following exhibits are filed as part of this Quarterly Report.
| Exhibit Number | Description | |
| 10.1 | Compensation Agreement for Mr. Rechtman, Chief Executive Officer (incorporated by reference from Form 10-K, filed on March 18, 2026) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Taxonomy Extension Schema Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 19 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
| Palisades Ventures, Inc. | ||
| Dated: November 3, 2026 | By: | /s/ Orie Rechtman |
|
Orie Rechtman President and Chairman (Principal Executive Officer) | ||
| 20 |