Palisades Venture posts loss, flags going concern risk

Palisades Venture, Inc. reported modest growth in its managed cloud and IT continuity business but remains loss‑making and highly leveraged.

Rhea-AI Filing Summary

Palisades Venture, Inc. reported modest growth in its managed cloud and IT continuity business but remains loss‑making and highly leveraged. For the six months ended June 30, 2026, revenue was $106,688 versus $101,075 a year earlier, while the net loss narrowed to $(38,691) from $(44,950).

The balance sheet is weak: total assets were $10,139 against total liabilities of $428,133, resulting in a stockholders’ deficit of $(417,994) and negative working capital of $(69,994). Operations consumed $(25,199) of cash in the period, funded mainly by $22,026 of related‑party advances and $4,000 of additional convertible debt.

The company discloses a going concern uncertainty due to accumulated deficits of $(560,786), recurring losses and limited cash of $1,733. It relies on a $300,000 related‑party note and a $48,000 convertible note that may convert into 2,500,000 shares. Management also reports that disclosure controls and procedures were not effective as of June 30, 2026.

Positive

• Net loss narrowed to $(38,691) for the six months ended June 30, 2026, from $(44,950) a year earlier, reflecting improved operating performance despite continued losses.
• Revenue increased to $106,688 for the six months ended June 30, 2026, compared with $101,075 for the same period in 2025, indicating modest top‑line growth.

Negative

• The company reports a going concern uncertainty, citing an accumulated deficit of $(560,786), negative working capital of $(69,994), and ongoing net losses.
• Disclosure controls and procedures were deemed not effective as of June 30, 2026, increasing risk around the reliability and timeliness of reported information.
• Stockholders’ deficit widened to $(417,994) at June 30, 2026, with total liabilities of $428,133 far exceeding the company’s $10,139 in assets.
• Operations used $(25,199) of cash in the first half of 2026, leaving only $1,733 in cash and reinforcing dependence on external and related‑party financing.

Filing Explained

Existing holders face conditional dilution from a $48,000 note convertible into 2,500,000 shares; replacement funding remains uncommitted.

This Form 10-Q is an unaudited quarterly report for the six months ended June 30, 2026; it leaves a convertible note outstanding rather than documenting a completed conversion, repayment, or share issuance.

The $48,000 Papiri note can convert into 2,500,000 common shares at $0.0096 per share within 60 days after the S-1 registration is filed; if conversion does not occur, repayment begins on the stated terms, with no payments due until that 60-day point.

As of August 4, 2026, 109,500,000 common shares were issued and outstanding; if the note converts, the additional shares would reduce existing holders’ percentage ownership, although the filing does not report that issuance.

For liquidity over the next 12 months, management identifies stock sales, a private placement, or an institutional lender as expected sources, but discloses no committed amount or completed financing from those sources; a private placement is a sale of securities to selected investors outside a public offering.

The named resolution point in Note 5 is the filing of the S-1 registration statement, because that filing starts the 60-day conversion or payment period described for the note.

Key Figures

Revenue (six months 2026): $106,688 Net loss (six months 2026): $(38,691) Total assets: $10,139 +5 more

8 metrics

Revenue (six months 2026) $106,688 Revenue for the six months ended June 30, 2026

Net loss (six months 2026) $(38,691) Net loss for the six months ended June 30, 2026

Total assets $10,139 Total assets as of June 30, 2026

Total liabilities $428,133 Total liabilities as of June 30, 2026

Stockholders’ deficit $(417,994) Total stockholders’ deficit as of June 30, 2026

Cash balance $1,733 Cash as of June 30, 2026

Convertible note balance $48,000 Convertible note principal outstanding at June 30, 2026

Shares outstanding 109,500,000 Common shares issued and outstanding as of June 30, 2026

Key Terms

going concern, imputed interest, convertible note, Net operating loss carryforward, +2 more

6 terms

going concern financial

"Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern."

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

imputed interest financial

"The Company used the stated rate of 9.5% as imputed interest rate, which was $14,250..."

convertible note financial

"On February 17, 2021 the Company... entered into a convertible note agreement with Mr. Robert Papiri..."

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

Net operating loss carryforward financial

"The Company has current net operating loss carryforward of $455,489 as of June 30, 2026..."

Net operating loss carryforward is a tax rule that lets a company apply past operating losses against future taxable profits, similar to carrying unused coupons forward to reduce later bills. It matters to investors because these carried losses can lower future tax bills, improve cash flow and reported earnings, and therefore increase the value of a company or change the attractiveness of mergers and investments.

valuation allowance financial

"At June 30, 2026, the Company provided a 100% valuation allowance for the deferred tax asset..."

A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.

disclosure controls and procedures financial

"Our CEO has evaluated the effectiveness of our disclosure controls and procedures..."

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Palisades Venture, Inc. (PVIT) perform financially for the six months ended June 30, 2026?

Palisades Venture reported revenue of $106,688 and a net loss of $(38,691) for the six months ended June 30, 2026, compared with revenue of $101,075 and a net loss of $(44,950) in the prior‑year period.

What is the financial position of PVIT as of June 30, 2026?

As of June 30, 2026, PVIT had total assets of $10,139 and total liabilities of $428,133, resulting in a stockholders’ deficit of $(417,994) and negative working capital of $(69,994).

Does Palisades Venture, Inc. (PVIT) face going concern risks?

Yes. Management states there is substantial doubt about PVIT’s ability to continue as a going concern, citing an accumulated deficit of $(560,786), recurring net losses, negative working capital, and limited cash resources.

How is PVIT funding its operations and what debt does it carry?

In the first half of 2026, PVIT funded operations with $22,026 of related‑party advances and $4,000 of new convertible debt. It carries a $300,000 related‑party note and a $48,000 convertible note that can convert into 2,500,000 common shares.

Are PVIT’s disclosure controls and procedures effective as of June 30, 2026?

No. PVIT’s management concluded that its disclosure controls and procedures were not effective as of June 30, 2026, potentially affecting the timeliness and completeness of information in its SEC reports.

How many shares of PVIT are outstanding and what is the share structure?

PVIT has authorized 500,000,000 common shares with par value $0.001. As of June 30, 2026, 109,500,000 common shares were issued and outstanding, and common stock on the balance sheet totaled $109,500.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

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 June 30, 2026

or

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

000-56786

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 August 4, 2026 there were 109,500,000 common shares issued and outstanding.

PALISADES VENTURE, INC.

FORM 10-Q

Six Month Period Ended June 30, 2026

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements	3
	Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025(audited)	3
	Statements of Operations for the Three and Six Months ended June 30, 2026 and 2025 (Unaudited)	4
	Statements of Changes in Stockholders’ Deficit for the Three and six months ended June 30, 2026 and 2025 (Unaudited)	5
	Statements of Cash Flows for the Six Months ended June 30, 2026 and 2025 (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	18
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	20
SIGNATURES		21

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

PALISADES VENTURE, INC.

BALANCE SHEETS

		June 30, 2026 (Unaudited)				December 31, 2025 (Audited)
Assets
Current Assets
Cash		$	1,733			$	906
Receivables			8,406				5,854
Total Current Assets			10,139				6,760
Total Assets		$	10,139			$	6,760
Liabilities and Stockholders Equity
Current Liabilities
Accrued expenses		$	19,665			$	16,587
Accounts Payables			3,561				4,845
Related Party Payables			56,907				34,881
Total Current Liabilities			80,133				56,313
Long term Note Payable			300,000				300,000
Convertible Note payable			48,000				44,000
Total Liabilities			428,133				400,313
Stockholders’ Equity
Common Stock, $0.001 par value, 500,000,000 shares authorized, 109,500,000 and 109,500,000 shares issued and outstanding, respectively			109,500				109,500
Additional Paid in capital			33,292				19,042
Accumulated Deficit			(560,786	)			(522,095	)
Total Stockholders’ Deficit			(417,994	)			(393,553	)
Total Liabilities and Stockholders’ Deficit		$	10,139			$	6,760

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

3

PALISADES VENTURE, INC.

STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTHS

ENDED JUNE 30, 2026 AND 2025

(Unaudited)

		For the Three Months Ended								For the Six Months Ended
		June 30, 2026				June 30, 2025				June 30, 2026				June 30, 2025
Gross Revenue		$	56,603			$	49,974			$	106,688			$	101,075
Cost of Sales			8,152				7,764				16,230				15,960
Gross Profit			48,451				42,210				90,458				85,115
Operating Expenses			61,512				53,330				112,321				113,505
Total Expenses			61,512				53,330				112,321				113,505
Profit/(Loss) from Operations			(13,061	)			(11,120	)			(21,863	)			(28,390	)
Interest Expense			8,448				8,280				16,828				16,560
Provision for Income Tax			–				–				–				–
Net Income/(loss)		$	(21,509	)		$	(19,400	)		$	(38,691	)		$	(44,950	)
Earnings Per Common Share
Basic		$	0.00			$	0.00			$	0.00			$	0.00
Diluted		$	0.00			$	0.00			$	0.00			$	0.00
Weighted Average Common Shares Outstanding
Basic			109,500,000				109,500,000				109,500,000				109,500,000
Diluted			109,500,000				100,000,000				109,500,000				100,000,000

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

4

PALISADES VENTURE, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED June 30, 2026 and June 30, 2025

(Unaudited)

		Common Shares Outstanding				Common Stock				Additional Paid in Capital				Retained Earnings				Total equity
Balance as at December 31, 2024			100,000,000			$	100,000			$	42			$	(438,854	)		$	(338,812	)
Imputed Interest			–				–				14,250				–				14,250
Net Loss for the six month period			–				–				–				(44,950	)			(44,950	)
Shares issued			9,500,000				9,500				(9,500	)			–				–
Balance as at June 30, 2025			109,500,000			$	109,500			$	4,792			$	(483,804	)		$	(369,512	)
Imputed Interest for six months ended 12.31.2025			–				–				14,250				–				14,250
Net loss for the six months ended 12.31.2025			–				–				–				(38,291	)			(38,291	)
Balance as at December 31, 2025			109,500,000			$	109,500			$	19,042			$	(522,095	)		$	(393,553	)
Imputed Interest for the six months ended 6.30.2026			–				–				14,250				–				14,250
Net loss for the six months ended 6.30.2026			–				–				–				(38,691	)			(38,691	)
Balance as at June 30, 2026			109,500,000			$	109,500			$	33,292			$	(560,786	)		$	(417,994	)

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

5

PALISADES VENTURE, INC.

STATEMENTS OF CASH FLOWS

		For the six				For the six
		Months ended				months ended
		June 30, 2026				June 30, 2025
		(Unaudited)				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$	(38,691	)		$	(44,950	)
Adjustments to reconcile net income/loss to net cash provided by (used in) operating activities
Imputed Interest			14,250				4,750
Changes in Assets and Liabilities
Accounts Receivable			(2,552	)			3,910
Accounts Payable			(1,284	)			396
Accrued Expenses			3,078				2,310
Net cash Provided by (used) in Operating Activities			(25,199	)			(33,584	)
CASH FLOWS FROM FINANCING ACTIVITIES
Related Party Advances			22,026				24,233
Issuance of Common Stock			–				9,500
Borrowings on debt			4,000				–
Net cash Provided by (used in) Financing Activities			26,026				33,733
Net Change in Cash			827				149
Cash at beginning of the period			906				1,103
Cash at end of the Period		$	1,733			$	1,252
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 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 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, 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.

The total revenue is net of loyalty discounts given to nine customers totaling $39,783

Segment Reporting

We operate in a single operating segment and a single 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 $0 as of June 30, 2026 and 2025 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 six months ended June 30, 2026, and 2025.

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.

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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.

Schedule of tax expense benefit
		June 30,
		2026				2025
Deferred Tax asset		$	(103,080	)		$	(87,983	)
Tax Effect (Benefit) of operating loss carryforwards			103,080				87,983
Tax expense/(benefit) for continuing operations		$	–			$	–

The Company has current net operating loss carryforward of $455,489 as of June 30, 2026, to offset future taxable income, which expire beginning 2029.

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:

Schedule of components of deferred income tax assets
		June 30
		2026				2025
Deferred tax assets:
Net operating loss		$	(455,489	)		$	(377,203	)
Valuation allowance			455,489				377,203
Net deferred asset		$	–			$	–

At June 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 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 six months ended June 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.

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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 $(560,786) and negative working capital of $(69,994) as of June 30, 2026. For the six months ended June 30, 2026, the Company had a net loss of $(38,691) and for the six months ended June 30, 2025 the Company had a loss of $(44,950). 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 owed to Mr. Rechtman by the Company as at June 30, 2026, was $56,907 and as of December 31, 2025 was $34,881. Funds were previously advanced by Mr. Rechtman to support the company during shortages of cash. As of June 30, 2025, the Company owed Mr. Rechtman $23,896.

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 $14,250 and $14,250 for the six months ended June 30, 2026, and 2025, respectively. As of June 30, 2026, and 2025, 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 year ended December 31, 2025 the Company incurred $30,000 expenses related to this agreement and $15,000 for the six months ended June 30, 2026 and for the six months ended June 30, 2025.

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 expenses, and life insurance.

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RELATED PARTY NOTE AND INTEREST

Schedule of 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%

		Note				Interest				Imputed Interest
Balance as at December 31, 2024		$	300,000			$	5,145			$	97,759
Interest for 6 months ended June 30, 2025							750
Imputed interest											14,250
Balance as at June 30, 2025			300,000				5,895				112,009
Interest							750
Imputed Interest											14,250
Balance as at December 31, 2025			300,000				6,645				126,259
Interest for 6 months ended June 30, 2026							750
Imputed interest											14,250
Balance as at June 30, 2026		$	300,000.00			$	7,395			$	140,509

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 S-1 registration. To date Papiri has advanced $48,000 against this note. In the year ended December 31, 2025 and 2024 $5,000 and $15,000 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. The full schedule of notes is listed below. In April 2026 Mr. Papiri advanced an additional $4,000 with the same terms.

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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

Schedule of convertible note and interest

Robert Papiri

Issuance Date

Date of revision

Maturity date

Amount

Interest Rate

Details

February 17, 2021

March 1, 2023

February 17, 2023

$

24,000

8%

July 7, 2024

N/A

January 8, 2025

$

5,000

8%

October 7, 2024

N/A

October 7, 2025

$

10,000

8%

September 11, 2025

N/A

September 11, 2026

$

5,000

8%

April 13, 2026

N/A

April 13, 2027

$

4,000

8%

		Note				Interest
Balance as at December 31, 2024		$	39,000			$	6,721
Interest for 6 months ended June 30, 2025							1,560
Balance at June 30, 2025			39,000				8,281
Additions			5,000
Interest for 6 months ended December 31, 2025							1,660
Balance as at December 31, 2025		$	44,000			$	9,941
Additions-April 13			4,000
Interest for 6 months ended June 30, 2026							1,828
Balance As at June 30, 2026		$	48,000			$	11,769

INTEREST EXPENSE

Schedule of interest expense
		Robert Papiri				Corptech Holdings, Inc.				TOTAL
Six Months Ended June 30, 2026		$	1,828			$	15,000			$	16,828
Six Months Ended June 30, 2025		$	1,560			$	15,000			$	16,560

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NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

The Company’s equity structure from July 23, 2021, through June 30, 2026, is as follows:

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

Total Shares outstanding as of June 30, 2026, is 109,500,000.

NOTE 7 – SUBSEQUENT EVENTS

There were no material subsequent events to report.

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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.

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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 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.

Results of Operations for the three Months Ended June 30, 2026 as compared to the three Months Ended June 30, 2025,

Revenue

Revenue for the three months ended June 30, 2026, was $56,603 compared to $49,974 for the three months ended June 30, 2025.

Cost of sales

Cost of sales for the three months ended June 30, 2026, was $8,152 compared to $7,764 for the three months ended June 30, 2025.

Operating expenses

Operating expenses were $61,512 for the three months ended June 30, 2026, compared to $53,330 for the three months ended June 30, 2025, an increase of $8,182. The increase was mainly due to higher overheads for head office costs.

Interest expense

For the three months ended June 30, 2026, and 2025, we had interest expense of $8,448 and $8,280 respectively.

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Net Income

Net loss for the three months ended June 30, 2026, was $(21,509) compared to a net loss of $(19,400) for the three months ended June 30, 2025. The higher net loss is due to higher overhead costs.

Results of Operations for the Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025

Revenue

Revenue for the six months ended June 30, 2026, was $106,688 compared to $101,075 for the six months ended June 30, 2025.

Cost of sales

Cost of sales for the six months ended June 30, 2026, was $16,230 compared to $15,960 for the six months ended June 30, 2025.

Operating expenses

Operating expenses were $112,321 for the six months ended June 30, 2026, compared to $113,305 for the six months ended June 30, 2025.

Interest expense

For the three months ended June 30, 2026 and 2025, we had interest expense of $16,828 and $16,560 respectively.

Net Income

Net loss for the six months ended June 30, 2026, was $(38,691) compared to a net loss of $(44,950) for the six months ended June 30, 2025. The reduction in the loss for the period is primarily due to increased sales 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 $(560,786) as of June 30, 2026. For the six months ended June 30, 2026, the Company had a net loss of $(38,691) and $(44,950) for the six months ended June 30, 2025. We used cash of $(25,199) 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 $(25,199) during the six months ended June 30, 2026, compared to net cash provided of $(33,584) in the six months ended June 30, 2025.

Net cash provided in financing activities was $26,026 for the six months ended June 30, 2026, and used $33,733 for the six months ended June 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.

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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 June 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 six months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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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 six months ended June 30, 2026, 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.

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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)

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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: August 4, 2026	By:	/s/ Orie Rechtman
		Orie Rechtman President and Chairman (Principal Executive Officer)

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