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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

333-276934

Commission File Number:

PALISADES VENTURE, INC.

(Exact name of registrant as specified in its charter)

Wyoming		99-0991248
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

21200 Oxnard Street, #6630, Woodland Hills, CA		91367
(Address of principal executive offices)		(Zip Code)

(818) 465-1300

(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

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 ☐ No ☒

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 ☐ No ☒

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	☐
Non-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 September 15, 2025 there were 109,500,000 common shares issued and outstanding.

PART I - FINANCIAL INFORMATION

PALISADES VENTURE, INC.

FORM 10-Q

Three Month Period Ended March 31, 2025

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

Item 1	Financial Statements	3
	Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 (audited)	3
	Statements of Operations for the Three Months ended March 31, 2025 and 2024 (Unaudited)	4
	Statements of Changes in Stockholders’ Deficit for the Three ended September 30, 2024 and 2023 (Unaudited)	5
	Statements of Cash Flows for the Three Months ended March 31, 2025 and 2024 (Unaudited)	6
	Notes to the Financial Statements (Unaudited)	7

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4	Controls and Procedures	18

PART II. OTHER INFORMATION

Item 1	Legal Proceedings	19
Item 1A	Risk Factors	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3	Defaults upon Senior Securities	19
Item 4	Mine Safety Disclosures	19
Item 5	Other Information	19
Item 6	Exhibits	19

SIGNATURES		20

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PALISADES VENTURE, INC.

BALANCE SHEETS


	March 31, 2025 (Unaudited)			December 31, 2024

Assets

Current Assets
Cash	$	3,454		$	1,103
Receivables		11,126			10,615

Total Current Assets		14,580			11,718

Total Assets	$	14,580		$	11,718

Liabilities and Stockholders Equity

Current Liabilities
Accrued expenses	$	13,022		$	11,867
Accounts Payables		396			–
Related Party Payables		19,399			(337	)

Total Current Liabilities		32,817			11,530

Long term Note Payable		300,000			300,000
Convertible Note payable		39,000			39,000
Total Liabilities		371,817			350,530

Stockholders Equity
Common Stock, $.001 par value, 500,000,000 shares authorized, 100,000,000 and 100,000,000 shares issued and outstanding, respectively		100,000			100,000
Additional Paid in capital		7,167			42
Accumulated Deficit		(464,404	)		(438,854	)

Total Stockholders Equity		(357,237	)		(338,812	)

Total Liabilities and Stockholders Deficit	$	14,580		$	11,718

The accompanying notes are an integral part of these unaudited financial statements.

PALISADES VENTURE, INC.

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED


	March 31, 2025 (Unaudited)			March 31, 2024 (Unaudited)

Gross Revenue	$	51,101		$	47,996

Cost of Sales		8,196			7,866

Profit from Operations		42,905			40,130

Operating Expenses		60,175			23,695

Total Expenses		60,175			23,695

Profit/(Loss) from Operations		(17,270	)		16,435

Interest Expense		8,280			7,908

Provision for Income Tax		–			–

Net Profit	$	(25,550	)	$	8,527

Earnings per common share
Basic	$	0.00		$	0.00
Diluted	$	0.00		$	0.00

Weighted Average common shares outstanding
Basic		109,500,000			100,000,000
Diluted		109,500,000			100,000,000

The accompanying notes are an integral part of these unaudited financial statements.

PALISADES VENTURE, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025 (Unaudited) and MARCH 31, 2024 (Unaudited)


	Common Shares		Common		Additional Paid-in			Accumulated			Total
	Outstanding		Stock		Capital			Deficit			Equity
			$		$			$			$

Balance as at December 31, 2023		100,000,000		100,000		(28,458	)		(428,944	)		(357,402	)

Imputed Interest		–		–		7,125			–			7,125

Net income		–		–		–			8,527			8,527

Balance at March 31, 2024		100,000,000		100,000		(21,333	)		(420,417	)		(341,750	)




Beginning Balance, 12/31/2023		100,000,000		100,000		(28,458	)		(428,944	)		(357,402	)

Imputed Interest		–		–		28,500			–			28,500

Net Income		–		–		–			(9,910	)		(9,910	)

Ending Balance, 12/31/2024		100,000,000		100,000		42			(438,854	)		(338,812	)

Imputed Interest		–		–		7,125			–			7,125

Net Loss for the quarter		–		–		–			(25,550	)		(25,550	)

Balance as at March 31, 2025		100,000,000		100,000		7,167			(464,404	)		(357,237	)

The accompanying notes are an integral part of these unaudited financial statements.

PALISADES VENTURE, INC.

STATEMENTS OF CASH FLOWS


	For The Three Months			For The Three Months
	March 31, 2025 (Unaudited)			March 31, 2024 (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net profit/(Loss)	$	(25,550	)	$	8,527

Adjustments to reconcile net income/loss to net cash used in operating activities
Imputed Interest		7,125			7,125
Changes in Assets and Liabilities
Accounts Receivable		(511	)		(5,783	)
Accounts Payable		396			(2,467	)
Accrued Expenses		1,155			783
Net cash Provided by (used) in Operating Activities		(17,385	)		8,185

CASH FLOWS FROM FINANCING ACTIVITIES
Related Party Advances		19,736			(17,120	)
Borrowings on debt		–			6,500
Net cash Provided by (used in) Financing Activities		19,736			(10,620	)

Net Change in Cash		2,351			(2,435	)
Cash at beginning of the Year		1,103			4,207
Cash at end of the Year	$	3,454		$	1,772

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid	$	–		$	–
Income Taxes Paid	$	–		$	–

The accompanying notes are an integral part of these financial statements.

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 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.

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.

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, issues solving issues with other applications they use internally or additional such services, the Company will provide these services at a rate of $145 per hour.

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 performs 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 $0 as of March 31, 2025 and 2024 respectively, as we believe all of our receivables are fully collectable.

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 no cash equivalents for the quarters ended March 31, 2025 and 2024.

Stock-based Compensation

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.

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 follow 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 a 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.

Schedule of tax expense benefit
	March 31,
	2025			2024
Deferred Tax asset	$	(95,533	)	$	(79,176	)
Tax Effect (Benefit) of operating loss carryforwards		95,553			79,176
Tax expense/(benefit) for continuing operations	$	–		$	–

The Company has current net operating loss carryforward of $422,634 as of September 30, 2024, to offset future taxable income, which expire beginning 2029.

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:


	March 31,
	2025			2024
Deferred tax assets:
Net operating loss	$	(464,404	)	$	(339,408	)
Valuation allowance		464,404			339,408
Net deferred asset	$	–		$	–

At March 31, 2025, 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 income (loss) per common share

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 no potentially dilutive common shares outstanding for the quarters ended March 31, 2025 and 2024.

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, the Company has retained losses of $(464,404) and negative working capital of $(18,237) as of March 31, 2025. For the quarters ended March 31, 2025, the Company had a net loss of $(25,550) and for the quarter ended March 31, 2024 the Company had a profit of $8,527 Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern.

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 Mr. Rechtman owed to the Company in the year ended December 31, 2024 was $339. Funds were previously advanced by Mr. Rechtman to support the company during a shortage of cash due partially to lower revenues and also the remaining impact of the Covid pandemic. As of March 31, 2025 the Company owes Mr. Rechtman $19,399.

On July 27^th, 2021 Palisades purchased the assets of Landmark LLC from CorpTech Holding Inc. Mr. Rechtman - our CEO, owns 75% of our Company as well as 90% of CorpTech Holding Inc., while CorpTech owns 25% of our Company. Palisades paid for this purchase as follows: 25,000,000 shares of Palisades shares and $300,000 promissory note with terms including no payments for 5 years, $5,000 monthly payments for additional 5 years and a balloon payment at the end of the 10 years for all remaining balance. Palisades may prepay the note with no penalty at any time.

The due date of this note is July 31, 2031. The interest rate of the non-convertible note is 0.5%. The Company used the stated rate of 9.5% as imputed interest rate, which was $7,125 and $7,125 for the quarter ended March 31, 2025 and 2024, respectively. As of March 31, 2025, and 2024, the balance of the debt was $300,000.

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 $2,500 a month for these services. In the period ended December 31, 2024 the Company incurred $30,000 of expenses related to this agreement and $7,500 for the quarter ended March 31, 2025 and for the three months ended March 31, 2024.

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 $12,000 per month. If any amount is due and unpaid under this agreement that amount will accrue interest at the rate of 5% per annum due and payable within five years of the date it became due. In addition to this compensation various expenses are paid by the company and are a part of Mr. Rechtman’s compensation, including auto expense, life insurance and health insurance costs.

RELATED PARTY NOTE AND INTEREST

Corptech Holdings, Inc.

Issuance Date

Maturity date

Amount

Interest Rate

DETAIL

27-Jul-21

25-Jul-31

300,000

0.50%

Imputed interest addition

9.50%

Total Interest

10%

					Imputed
	Note		Interest		Interest

Balance as at December 31, 2023	$	300,000	$	3,645	$	69,259

Interest		–		375		–

Imputed Interest		–		–		7,125

Balance as at March 31, 2024		300,000		4,020		76,384

Interest		–		1,125		–

Imputed interest		–		–		21,375

Balance as at December 31, 2024		300,000		5,145		97,759

Interest		–		375		–

Imputed Interest		–		–		7,125

Balance as at March 31, 2025	$	300,000	$	5,520	$	104,884

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 $24,000 and an interest rate of 8% per annum. $4,000 was the remaining balance from an older note Papiri provided and the remaining amount was to provide the company the financial help to complete and pay for the costs associated with the S1 registration. To date Papiri has advanced $39,000 against this note. In the year ended December 31, 2024 and 2023 $22,500 and $2,500 were advanced respectively. The note was revised On March 1, 2023 with a maturity date of June 1, 2025 and an interest rate of 8% per annum.

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

February 17, 2021

March 1, 2023

June 1, 2025

24,000

Details

July 7, 2024

N/A

January 8, 2025

5,000

	Note		Interest

Balance as at December 31, 2023	$	16,500		4,604

Additions		6,500		–

Repayments		–		–

Interest		–		408

Balance as at March 31, 2024	$	23,000	$	5,012

Additions		16,000		–

Interest		–		1,709

Balance as at December 31, 2024	$	39,000	$	6,721

Additions		–		–

Interest		–		1,155

Balance as at March 31, 2025	$	39,000	$	7,876

INTEREST EXPENSE

Schedule of interest expense
	Robert Papiri		Corptech Holdings, Inc.		TOTAL
Three Months Ended March 31, 2025	$	1,155	$	7,125	$	8,280
Three Months Ended March 31, 2024	$	408	$	7,125	$	7,523

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company’s equity structure from July 23, 2021 through March 31, 2025 is as follows:

The company has authorized 500,000,000 shares of common stock par value $0.001.

Total Shares outstanding 100,000,000.

NOTE 7 – SUBSEQUENT EVENTS

In June 2025, an additional 9,500,000 shares were issued to various consultants that assisted in the preparation of the S-1 registration.

The Company now has 109,500,000 shares issued and outstanding.

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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The Company is engaged in the cloud computing segment of the technology sector as well as IT business continuity, disaster recovery and Cyber Security.

Results of Operations for the three Months Ended March 31, 2025 as compared to the three Months Ended March 31, 2024,

Revenue

Revenue for the three months ended March 31, 2025 was $51,101 compared to $47,996 for the three months ended March 31, 2024.

Cost of sales

Cost of sales for the three months ended March 31, 2025 was $8,196 compared to $7,866 for the period ended March 31, 2024.

Operating expenses

Operating expenses were $60,175 for the three months ended March 31, 2025, compared to $23,695 for the three months ended March 31, 2024, an increase of $33,480. The increase was mainly due to greater overheads for head office costs related to the completion of the S 1 registration statement, audit costs in addition to the salary of $36,000 paid to Mr. Rechtman, the CEO of the Company.

Interest expense

For the three months ended March 31, 2025 and 2024, we had interest expense of $8,280 and $7,908 respectively.

Net Income

Net loss for the three months ended March 31, 2025 was $(25,550) compared to a profit of $8,527 for the three months ended March 31, 2024. The net loss is due to higher overhead costs including a salary for the Company’s CEO of $12,000 per month.

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 $(461,404) as of March 31, 2025. For the three months ended March 31, 2025, the Company had a net loss of $25,550. We used $14,385 cash 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 $(17,385) during the three months ended March 31, 2025, compared to $8,185 provided in the three months ended March 31, 2024.

Net cash provided in financing activities was $19,736 for the three months ended March 31, 2025 and used $(10,620) for the three months ended March 31, 2024..

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.

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 March 31, 2025.

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 March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed as part of this Quarterly Report.

Exhibit		Description

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		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)*

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: September 15, 2025	By:	/s/ Orie Rechtman
		Orie Rechtman President and Chairman (Principal Executive Officer)

Palisades Venture Inc. 10-Q