BORN INC. Item 1.01 Entry into Material Definitive Agreement
OnFebruary 16, 2021 ,Born, Inc. (the "Company") entered into a share exchange agreement (the "Share Exchange Agreement") withAlkeon Creators, Inc. ("Alkeon"), aUnited Kingdom corporation. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Alkeon was exchanged for 406,646,919 shares of common stock of the Company. The former stockholders of Alkeon acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Alkeon is the accounting acquirer.
Immediately after completion of such share exchange on
Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the "Exchange Act") and Alkeon is now a wholly-owned subsidiary.
On
Also on
On
OnFebruary 16, 2021 , Mr.Wieland Kreuder stepped down as the sole officer and director of the Company and Mr.Jean Christophe Chopin was appointed as the sole officer and director.
Item 2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01 above, onFebruary 16, 2021 , we acquired all the issued and outstanding shares of Alkeon pursuant to the Share Exchange Agreement and Alkeon became our wholly owned subsidiary. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Alkeon is considered the acquirer for accounting and financial reporting purposes.
As a result of the acquisition of all the issued and outstanding shares of Alkeon, we have now assumed Alkeon's business operations as our own.
2
FORM 10 DISCLOSURE
As mentioned in Item 1.01, on February 16, 2021 , the Company effectively
acquired Alkeon in a Reverse Merger business combination transaction and of
which the Company was a shell company prior to such acquisition is now entering
into a business combination, other than a business combination with a shell
company, as those terms are defined in Rule 12b-2 under the Exchange Act,
according to Item 2.01(f) of Form 8-K, the registrant is required to disclose
the information that would be required if the registrant were filing a general
form for registration of securities under the Exchange Act on Form 10.
We hereby provide below information that would be included in a Form 10
registration statement.
Description of Business
Corporate History
Born, Inc. f/k/a "Quture International, Inc. ("Born", or the "Company"), is aNevada corporation, was formed inApril 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. OnAugust 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
OnDecember 27, 2019 ,Custodian Ventures, LLC , an entity controlled byDavid Lazar , was appointed by theNevada Court as the custodian of Quture. OnDecember 31, 2019 ,Mr. Lazar became the only Director and Officer of the Company also acting as its President, Treasurer, and Secretary.
On
On
OnSeptember 23, 2020 , as a result of a private transaction, 10,000,000 shares of Series A Convertible Preferred Stock,$0.001 par value per share (the "Shares") of the Company were transferred fromCustodian Ventures, LLC (the "Seller") toFiveT Capital Holding AG (the "Purchaser"). As a result, the Purchaser became an approximately 50.2% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company and became the controlling shareholder. In connection with the transaction,David Lazar released the Company from all debts owed to him and/or the Seller. OnSeptember 23, 2020 , the existing director and officer resigned immediately. Accordingly,David Lazar , serving as a director and an officer, ceased to be the Company's Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director. At the effective date of the transfer, Mr.Wieland Kreuder consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors of the Company. OnNovember 24, 2020 ,Quture International, Inc. amended its articles of incorporation to change its name toBorn Inc. (the "Name Change"). The change was made in anticipation of entering into a new line of business operations. . . .
Item 3.02 Unregistered Sales of
Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
OnSeptember 23, 2020 , as a result of a private transaction, 10,000,000 shares of Series A Convertible Preferred Stock,$0.001 par value per share (the "Shares") of the Company, were transferred fromCustodian Ventures, LLC (the "Seller") toFiveT Capital Holding AG (the "Purchaser"). As a result, the Purchaser became an approximately 50.2% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid for the Shares was$265,000 . The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction,David Lazar released the Company from all debts owed to him and/or the Seller. 23 OnFebruary 8, 2021 , the Company entered into a share exchange agreement (the "Share Exchange Agreement") withAlkeon Creators, Inc. ("Alkeon"), aUnited Kingdom corporation. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Alkeon was exchanged for 406,646,919 shares of common stock of the Company. The former stockholders of Alkeon acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. As a result of the Share Exchange AgreementJean Christophe Chopin became a 53.5% holder of the voting rights of the Company, and became the controlling shareholder. Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnSeptember 23, 2020 , the existing director and officer resigned immediately. Accordingly,David Lazar , serving as a director and an officer, ceased to be the Company's Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Mr.Wieland Kreuder consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. Mr.Wieland Kreuder , age 46, has worked atFiveT Capital Holding AG ,Zurich , for thirteen years. He was an Executive Vice President fromOctober 2007 toApril 2014 , and a Director fromMay 2014 to the present.Mr. Kreuder was an equity specialist trader at Baader Bank AG,Munich , fromApril 2004 toSeptember 2007 . He has aMaster Degree in Economics from theUniversity of Hohenheim . OnFebruary 16, 2021 , in conjunction with the Share Exchange Agreement,Wieland Kreuder resigned from all of his positions and appointedJean Christophe Chopin as the sole officer and director.
Jean Christophe Chopin , age 56 is a serial entrepreneur and pioneer of the design led lifestyle.Jean Christophe Chopin founded BORN in 2016 to bring together his many years of experience and investment in the world of premium brands and digital. As one of the pioneers in digital commerce, he created his first company at the age of 17. After several years spent in the US he returned toEurope at the age of 26 and began successfully distributing financial and insurance products, first through Minitel and later internationally through the Internet. In 1996,Mr. Chopin completed a merger with E*Trade and expanded E*Trade into six European countries. In 1999, he sold his 75% stake of this E*Trade venture to the E*Trade Group Inc. . In 2004, he did the same with Verisign Inc. and built a Joint Venture for Verisign Europe for online payments.
Item 5.06 Change in Shell Company Status
Prior to the Share Exchange, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, we have ceased to be a shell company. The information contained in this Report constitutes the current "Form 10 information" necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired
The audited financial statements of Alkeon as ofDecember 31, 2019 and 2018 and unaudited financial statements of Alkeon as for the nine months endedSeptember 30, 2020 are appended to this report beginning on page 29.
Item 9.01 (b) Pro forma financial information . The pro forma financial information required by this Item 9.01(b) is below.
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Pro Forma Combined Financial Statements
The following pro forma balance sheet has been derived from the balance sheet of
Born Inc. at September 30, 2020 , and adjusts such information to give the effect
of the acquisition of Alkeon Creators Inc. , a United Kingdom corporation, as if
the acquisition had occurred at January 1, 2019 . The following pro forma EPS
statement has been derived from the income statement of Alkeon Creators Inc. and
adjusts such information to give the effect that the acquisition by Born Inc. at
January 1, 2019 and September 30, 2020 , respectively. The pro forma balance
sheet and EPS statement is presented for informational purposes only and does
not purport to be indicative of the financial condition that would have resulted
if the acquisition had been consummated at September 30, 2020 or January 1 ,
2019.
25
BORN INC. AND ALKEON CREATORS, INC
UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
Born Inc.
f/k/a
Quture Alkeon
International Creators, Inc.
September 30 September 30
2020(a) 2020(a) Adjustments (b) Consolidated
Revenue $ - $ 709,040 $ 709,040
Cost of goods sold 770 770
Gross profit - 708,270 708,270
Operating Expenses:Administraive expense -related party 21,013,932 21,013,932 Selling, general & administrative 77,686 77,686 Depreciation 1,689 1,689 Travel and entertainment (1,883 ) (1,883 ) Professional fees 13,008 13,008 Consulting fees 1,588,184 1,588,184 Related party rent expense 21,013,932 45,000 21,058,932 Total operating expenses (21,013,932 ) 1,723,684 (19,290,248 ) Income (loss) from operations (21,013,932 ) (1,015,414 ) (22,029,346 ) Other income (expense) Interest (expense) (104,533 ) (104,533 )
Gain from the extinguishment of debt 2,450,605 - 2,450,605 Other income (expense) net 2,450,605 (104,533 ) 2,346,072 Income (loss) before provision for income taxes (18,563,327 ) (1,119,947 ) (19,683,274 ) Provision (credit) for income tax - - - Net income (loss)$ (18,563,327 ) $ (1,119,947 ) $ (19,683,274 ) Basic and diluted earnings(loss) per common share$ (7.47 ) $ (0.24 )$ (7.92 ) Weighted average number of shares outstanding 2,486,076 4,600,000 (4,600,000 ) 2,486,076 - Comprehensive loss: - Net income (loss)$ (18,563,327 ) $ (1,119,947 ) $ (19,683,274 ) Foreign currency translation adjustment - 134,552 134,552 Comprehensive income (loss)$ (18,563,327 ) $ (985,395 ) $ (19,548,722 ) 26 BORN INC. AND ALKEON CREATORS, INC UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEETS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 Born Inc. f/k/a Quture Alkeon International Creators, Inc. September 30 September 30 2020(a) 2020(a) Adjustments (b) Consolidated ASSETS Current assets Cash and cash equivalents $ -$ 3,688,024 $ 3,688,024 Accounts receivable 5,544 5,544 Other receivable 10,515 10,515 Total current assets 3,704,083 3,704,083 Trademark 460,289 460,289 Office equipment 4,068 4,068 Total Assets$ 4,168,441 4,168,441
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities Accounts payable $ -$ 325,997 325,997 Accrued expenses 123,875 123,875 Accounts payable related parties 68,403 68,403 Convertible notes 200,000 200,000 Notes payable related party 5,411,138 5,411,138 Total current liabilities - 6,129,414 6,129,414 Total Liabilities - 6,129,414 6,129,414 Commitments and contingencies - - Stockholders' Equity Preferred stock,$0.0001 par value, 000 shares authorized, 000 shares issued and outstanding as ofDecember 31, 2018 and December 31, 2018, respectively 10,000 - 10,000 Common stock,$0.0001 par value; 500,000,000 shares authorized, 2,486,076 issued and outstanding as of September 30, 2020 2,486 460 (460 ) 2,486 Additional paid in capital 26,513,076 4,237,468 460 30,751,004 Retained earnings (deficit) (26,525,561 ) (6,338,291 ) (32,863,852 ) Accumulated other comprehensive income (loss) - 139,390 139,390 Total Stockholders' Equity (Deficit) - (1,960,973 ) (1,960,973 ) Total Liabilities and Stockholders' (Equity) $ -$ 4,168,441 4,168,441 27 BORN INC. AND ALKEON CREATORS, INC UNAUDITED PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2019 Born Inc. f/k/a Quture Alkeon International Creators, Inc. December 31, December 31, 2019 (a) 2019 (a) Adjustments (b) Consolidated Revenue $ -$ 482,766 $ 482,766 COGS - 3,037 3,037 Gross profit - 479,729 479,729 - Operating Expenses: - Selling, general & administrative 42,560 603,339 645,899 Amortization - - Depreciation 2,577 2,577 Travel and entertainment 38,796 38,796 Professional fees 14,825 14,825 Consulting fees 737,351 737,351 Related party rent expense 70,500 70,500 Related party consulting expense 12,783 12,783 Total operating expenses 42,560 1,480,171 1,522,731 Income (loss) from operations (42,560 ) (1,000,443 ) (1,043,003 ) Other income (expense) Interest (expense) - (308 ) (308 ) Finance charges - (25,999 ) (25,999 ) Other income - - - Other income (expense) net - (26,308 ) (26,308 ) Income (loss) before provision for income taxes (42,560 ) (1,026,750 ) (1,069,310 ) Provision (credit) for income tax -
- -
Net income (loss) (42,560 ) (1,026,750 ) (1,069,310 )
-
Basic and diluted earnings(loss) per
common share $ (0.02 ) $ (0.22 ) $ (0.24 )
Weighted average number of shares
outstanding 2,486,076 4,600,000 $ (4,600,000 ) 2,486,076
-
Comprehensive loss: -
Net income (loss) $ (42,560 ) $ (1,026,750 ) $ (1,069,310 )
Foreign currency translation adjustment - (173,210 ) (173,210 )
Comprehensive income (loss) $ (42,560 ) $ (1,199,960 ) $ (1,242,520 ) (a)
and one shareholder before and after the date of transfer. As a result the
Company adopted the guidance in ASC 805-50-05-5 for the transfer of net
assets between entities under common control to apply a method similar to the
pooling-of-interests-method. Under the method the financial statements of the
Company shall report results of operations for the period in which the
transfer occurs as though the transfer of the net assets had occurred at the
beginning of the period. Results of operations for the period will thus
comprise both those of the previously separate entities combined from the
beginning of the period to the date the transfer is completed and those of
the combined operations from that date to the end of the period. Similarly,
the Company shall present the statements of financial position and other
financial information presented as of the beginning of the period as though
the assets and liabilities had been transferred at that date. Financial
statements and financial information presented for prior years also shall
be retrospectively adjusted to furnish comparative information
(b) To reclass equity accounts and share accounts to those ofBorn, Inc.
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Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets ofAlkeon Creators, Inc. as ofDecember 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted inthe United States .
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with thePublic Company Accounting Oversight Board (United States ) ("PCAOB") and are required to be independent with respect to the Company in accordance with theU.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /S/ BF Borgers CPA PC BF Borgers CPA PC
We have served as the Company's auditor since 2020
February 16, 2021 . . .
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