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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2026
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2026. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

Use of estimates

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 may differ from those estimates.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. The Company had no cash equivalents as of September 30, 2026 and December 31, 2025.

 

Concentrations of Credit Risk

Concentrations of Credit Risk

 

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts.

 

Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

 

Net income (loss) per common share is computed pursuant to ASC 260-10-45, Earnings per Share—Overall—Other Presentation Matters. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. As of September 30, 2026 and 2025, the Company had no potentially dilutive shares of common stock. Additionally, diluted amounts, if any, are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

 

Stock-based Compensation

Stock-based Compensation

 

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

 

 

Revenue Recognition

Revenue Recognition

 

The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company generates revenues from brokering financing transactions, mainly senior debt on Commercial Real Estate (CRE) transactions. Success fee revenue is recognized when the related transaction closes, which is generally the same day the cash is received. Securitization revenue is received and recognized after a short delay after a deal closes. In most cases, securitization revenue is received 30 to 45 days after closing of the transaction. The Company does not recognize this revenue until earned. For certain types of loans, mainly securitized Commercial Mortgage-Backed Securities loans (CMBS) loans, revenues are also earned after the transaction closing based on the successful securitization of the loan into bonds. For the three and nine months ended September 30, 2026, we recognized $545,362 and $1,973,362 of securitization fees, respectively. For the three and nine months ended September 30, 2026, we recognized $497,288 and $2,330,713 of success fees, respectively. For the three and nine months ended September 30, 2025, we recognized $0 and $689,000 of securitization fees, respectively. For the three and nine months ended September 30, 2025, we recognized $324,600 and $1,122,975 of success fees, respectively.

 

We have no contracts with either Barclays or SB Norcross LLC. This is the nature of this business. The Company relies on large transactions to generate significant revenue. Revenues fluctuate from one month to another, which is a normal course of this business. The revenues depend on the deal flow. On our vendor/lender front, our deal sources change based on who is active at a certain time. This is determined by which lender wants more business and which lender can price deal more competitively. It also depends on each lender’s credit appetite at any given point of time. They tend to change from one quarter to another. In absence of Barclays, we can easily pivot and find another lender, who is Barclays’ competitor to do business with.

 

For the three months ended September 30, 2026, the Company recognized 30.7%, 30.7%, 21.6% and 14.4% of its revenue from its top four customers, respectively.

 

For the nine months ended September 30, 2026, the Company recognized 38.4% and 11.6% of its revenue from its top two customers, respectively.

 

For the three months ended September 30, 2025, the Company recognized 36%, 23.7%, 16.9% and 16% of its revenue from its top four customers, respectively.

 

For the nine months ended September 30, 2025, the Company recognized 15% of its revenue from its top one customer.

 

Cost of Revenue

Cost of Revenue

 

Cost of revenue includes commission expense incurred during the period.

 

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable and Allowance for Credit Losses

 

The Company evaluates the collectability of its accounts receivable based on a number of factors, including customer-specific information, historical collection experience, the aging of receivables, and current and expected economic conditions. When the Company becomes aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the receivable to the amount expected to be collected.

 

The Company accounts for credit losses in accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments — Credit Losses, which requires the use of the Current Expected Credit Loss (“CECL”) model. Under this model, the Company estimates lifetime expected credit losses upon initial recognition of financial assets measured at amortized cost, including accounts receivable, and updates those estimates at each reporting period.

 

 

The allowance for credit losses is determined using a combination of historical loss rates, aging analysis, customer-specific risk characteristics, and forward-looking information, including macroeconomic factors such as industry conditions and economic trends. Financial assets with similar risk characteristics are evaluated collectively.

 

The allowance represents management’s best estimate of the amount of receivables that will not be collected over the contractual life of the asset. The carrying value of accounts receivable, net of the allowance for credit losses, reflects the amount the Company expects to collect. Changes in the allowance are recorded in the statements of operations as credit loss expense.

 

Draws Against Commissions

Draws Against Commissions

 

Draws against commissions are payments made to originators, brokers or salespeople that are the procuring cause for bringing in a transaction for financing, in lieu of future commissions to be received. This acts as an unsecured working capital loan paid to the salespeople until the actual commission is earned and/or received. Draws against commissions are non-interest bearing.

 

The Company evaluates the collectability of these receivables on an individual basis when specific risk factors are identified. In estimating the need for an allowance for credit losses, the Company considers a combination of historical loss experience, the aging of outstanding balances, the extent to which draws are expected to be repaid through future earned commissions, current economic conditions, and reasonable and supportable forecasts.

 

Given that draws are typically recovered through commissions earned on originated transactions, the Company also evaluates the underlying pipeline of transactions, historical conversion rates of such transactions into funded deals, and the ongoing relationship with the applicable salesperson. At each reporting date, the Company records an allowance for the lifetime expected credit losses on its draw balances. The Company writes off balances when they are deemed uncollectible, such as when a salesperson is no longer affiliated with the Company or when expected future commissions are insufficient to cover outstanding draws. As of September 30, 2026 and December 31, 2025, the Company had no reserve against its draw balances. During the three months ended September 30, 2026, the Company wrote off $59,503 of draws against commissions that were determined to be uncollectible, consisting of a $50,489 balance due from a former originator, which included $40,391 that had been reserved as of June 30, 2026, and $9,014 of draw balances due from other originators. As the write-offs exceeded the existing reserve, the Company recognized bad debt expense of $19,112 during the three months ended September 30, 2026, consisting of the remaining $10,098 balance due from the former originator and the $9,014 of other write-offs. For the nine months ended September 30, 2026, total write-offs and bad debt expense were each $59,503, of which $40,391 of bad debt expense was recognized during the three months ended June 30, 2026. The following table presents the activity in the allowance for credit losses on draws against commissions:

 

  

Three Months Ended

September 30, 2026

  

Nine Months Ended

September 30, 2026

 
Beginning balance  $40,391   $— 
Provision for credit losses   19,112    59,503 
Write-offs   (59,503)   (59,503)
Recoveries   —    — 
Ending balance  $—   $— 

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public business entities to disclose, in the notes to the financial statements, specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption presented on the face of the income statement. In January 2025, the FASB issued ASU 2025-01, which clarified that ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statement disclosures.

 

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.