A Delaware C-Corp, an Israeli founder, a holding company,
a $171,900 shareholder loan, and exactly $555.64 in the bank.
EIN: 30-0959251 | DE File #: 6167933 | Tax Year: Jan 1 – Dec 31, 2025
Before we look at the numbers, let's meet the players.
A Delaware C-Corporation incorporated September 29, 2016. Originally a tech/telecom entity, now repositioned as a limited-purpose U.S. collection agent for Etsion Brands. Registered agent: Harvard Business Services in Lewes, DE.
EIN: 30-0959251 | DE File #: 6167933
98.5% shareholder, sole officer (President), sole director. Israeli citizen, lives in Tel Aviv. The man behind the curtain — and the person signing this tax return.
Israeli company (co. 517176301) owned by Yohay. In June 2025, the shareholder loan was assigned from Yohay personally to Etsion Brands. Also became Queskr's principal under an Agency Agreement.
1.5% shareholder. No active role. Holds 83,700 of the 5,580,000 issued shares.
How an Israeli holding company uses a Delaware corporation as its U.S. arm.
Etsion Brands sells products globally (watches, design services). For U.S. customers, payments flow through Queskr — a U.S. entity with a U.S. bank account, a Shopify integration, and U.S. payment processing. Queskr collects, keeps a small fee, and remits the rest.
| Platform fee (Queskr) | 0.25% |
| Service fee (5% total, split 50/50) | 2.50% |
| Queskr's total revenue share | 2.75% |
But here's the thing: This arrangement was formalized in June 2025, and zero actual customer transactions occurred in 2025. The two Shopify deposits ($19.27 + $4.47) were owner test transactions. So for 2025, the arrangement exists on paper but generated $0 revenue.
The month everything changed — on paper.
Queskr appointed as limited-purpose collection agent for Etsion Brands.
The $171,900 shareholder loan transferred from Yohay Etsion (personal) to Etsion Brands Ltd (company). Same debt, new creditor.
Etsion Brands reimburses Queskr for U.S. vendor costs at cost.
Defines the 2.75% collection fee for Queskr (0.25% platform + half of 5% service fee).
Why this matters for the IRS: These agreements create reportable related-party transactions under IRC §6038A. The loan assignment means we need two Form 5472s this year instead of one.
Every dollar that moved in 2025. It's a short story.
| Date | Description | Amount | Why It's Not Revenue |
|---|---|---|---|
| Jun 30 | Wise Inc — Refund | $31.00 | Refund Nets to $0 (offsets Jun 23 debit) |
| Sep 9 | Shopify payout | $19.27 | Owner Test Not a real sale |
| Dec 17 | Shopify payout | $4.47 | Owner Test Not a real sale |
| Expense | Monthly | Annual | Category |
|---|---|---|---|
| BofA monthly service fee | $16.00 | $192.00 | Bank charges |
| Google Cloud charge | $0.13 | $1.56 | Internet services |
| Total Deductible | $193.56 |
Form 1120, Page 1 — the headline numbers.
| Line 1a — Gross receipts or sales | $0 |
| Lines 2–10 — Everything else | $0 |
| Line 11 — Total income | $0 |
| Lines 12–25 — Specific categories | $0 |
| Line 26 — Other deductions Statement attached | $194 |
| Line 27 — Total deductions | $194 |
| Line 28 — Taxable income before NOL | ($194) |
| Line 29a — NOL deduction | $0 |
| Line 30 — Taxable income | ($194) |
| Line 31 — Total tax | $0 |
| Line 35 — Amount owed | $0 |
Translation: "Dear IRS, we had no income, spent $194 on bank fees and cloud hosting, lost another $194, and owe you nothing."
Ten years of losses, patiently waiting for future income to offset.
| Year | Loss | Type | Status |
|---|---|---|---|
| 2016 | $26 | 20-year | Expires 2036 |
| 2017 | $9,814 | 20-year | Expires 2037 |
| 2018 | $35,621 | Indefinite (TCJA) | No expiry |
| 2019 | $28,683 | Indefinite | No expiry |
| 2020 | $48,361 | Indefinite | No expiry |
| 2021 | $38,378 | Indefinite | No expiry |
| 2022 | $7,941 | Indefinite | No expiry |
| 2023 | $1,295 | Indefinite | No expiry |
| 2024 | $386 | Indefinite | No expiry |
| 2025 | $194 | Indefinite | New this year |
| Total NOL Carryforward to 2026 | $170,699 | ||
What this means: When Queskr starts earning revenue through the Agency Agreement, the first ~$170K of taxable income will be sheltered by these accumulated losses. Post-TCJA NOLs can offset up to 80% of taxable income in any given year. Pre-TCJA NOLs ($9,840) have expiry dates but can offset 100%.
Schedule L — a company with $556 in cash and $171,900 in debt.
| Begin | End | |
|---|---|---|
| Cash (BofA) | $725 | $556 |
| Total Assets | $725 | $556 |
| Begin | End | |
|---|---|---|
| Shareholder loan | $171,900 | $171,900 |
| Additional paid-in capital | $112 | $112 |
| Retained earnings | ($171,287) | ($171,456) |
| Total L + SE | $725 | $556 |
The $171,900 didn't change in amount, but the holder changed:
Same debt, same terms, same amount — just a different creditor. This is why we file two Form 5472s.
The shareholder who held the loan, then gave it away.
| Name | Queskr Inc. |
| EIN | 30-0959251 |
| Address | 16192 Coastal Highway, Lewes, DE 19958 |
| Total assets | $556 |
| Business activity | 517000 — Telecommunications |
| Forms 5472 filed | 2 |
Yohay Etsion, Meitav 5, Apt 165, Tel Aviv 6789804, Israel
Citizenship: Israel | Reference ID: yohayetsion
| Line 9 — Amounts borrowed (beginning) | $171,900 |
| Line 9b — Amounts borrowed (ending) | $0 |
| Line 25 — Other amounts paid (loan assignment out) | $171,900 |
Translation: "The loan started at $171,900. It ended at $0 because it was assigned to Etsion Brands on June 21."
The holding company that received the loan and signed the Agency Agreement.
Etsion Brands Ltd (Co. 517176301)
Address: [Israel registered address]
Relationship: Related to 25% foreign shareholder
Etsion Brands is related via Yohay's ownership of both entities. It's not itself a shareholder of Queskr.
| Line 22 — Amounts loaned (beginning) | $0 |
| Line 22b — Amounts loaned (ending) | $171,900 |
| Line 12 — Other amounts received (loan assignment in) | $171,900 |
| Agency agreement receipts | $0 |
| Remittances to Etsion Brands | $0 |
Translation: "Etsion Brands received the $171,900 loan via assignment. The Agency Agreement exists but generated $0 activity."
Already filed and paid. One less thing to worry about.
| Filing date | January 15, 2026 | Before Mar 1 deadline |
| Paid via | Mastercard ...4256 | Through HBS (Order #CART1027043) |
| Shares reported | 5,580,000 issued | Of 10,000,000 authorized |
| Gross assets | $556 | As of Dec 31, 2025 |
| Tax method | Authorized Shares | $400 tax + $50 filing fee |
Note: This $489 was NOT paid from Queskr's bank account (no debit appears in the 2025 statements). It was paid by Yohay personally via credit card through HBS. Under cash-basis accounting, it's not deductible on Queskr's 2025 return.
32 questions the IRS asks every corporation. Here are the important ones.
| # | Question (simplified) | Answer |
|---|---|---|
| 1 | Accounting method | Cash |
| 2a | Business activity code | 517000 |
| 4a | Entity owns 20%+ of your stock? | No |
| 4b | Individual owns 20%+ of your stock? | Yes |
| 7 | Foreign person owns 25%+ of stock? | Yes |
| (a) Percentage owned | 98.5% | |
| (b) Owner's country | Israel | |
| (c) Number of Forms 5472 | 2 | |
| 10 | Number of shareholders | 2 |
| 12 | NOL carryover from prior years | $170,505 |
| 13 | Total receipts AND total assets < $250K? | Yes |
Question 13 = "Yes" means Schedules L, M-1, M-2 are optional. But we complete them anyway for balance sheet continuity and 5472 context.
Everything that goes in the envelope to Kansas City.
| # | Document | Pages | Status |
|---|---|---|---|
| 1 | Form 1120 (all 6 pages) | 6 | Building |
| 2 | Form 5472 #1 (Yohay Etsion) | 2 | Building |
| 3 | Form 5472 #2 (Etsion Brands Ltd) | 2 | Building |
| 4 | Other Deductions Statement | 1 | Building |
| 5 | NOL Carryover Schedule | 1 | Building |
| 6 | Schedule G (Form 1120) | 1 | Building |
| Mail to | Dept. of the Treasury, IRS, Kansas City, MO 64999-0012 |
| Method | Certified Mail + Return Receipt (same as 2024) |
| Signed by | Yohay Etsion, President |
| Deadline | April 15, 2026 |
| Tax owed | $0 |
Heads up: The 2024 return was sent from Israel and confirmed delivered to Kansas City, MO 64999 on Feb 25, 2025 (USPS tracking 9214 8902 3589 0900 0030 5128 28). Plan the same for 2025.
What could go wrong, and what it would cost.
Filing two 5472s correctly is critical. Each incomplete, inaccurate, or late Form 5472 carries a $25,000 penalty under IRC §6038A(d). That's $50,000 potential exposure for a company with $556 in the bank.
The $171,900 has been reported as a loan since inception. The IRS could challenge this as equity (no formal loan agreement, no interest payments, no maturity date). If recharacterized, it could trigger deemed dividend treatment. Mitigation: consistent reporting and the June 2025 Loan Assignment Deed helps establish the debt nature.
| Late filing | Low risk — We have until April 15 |
| Tax underpayment | N/A — $0 tax owed |
| DE franchise tax | Done — Paid Jan 10, 2026 |
| Revenue classification | Low risk — $0 is defensible |
Continuity check — making sure the numbers flow.
| Item | 2024 | 2025 | Change |
|---|---|---|---|
| Revenue | $0 | $0 | — |
| Total deductions | $386 | $194 | -$192 |
| Net loss | ($386) | ($194) | Smaller loss |
| Total tax | $0 | $0 | — |
| Total assets | $725 | $556 | -$169 |
| NOL carryforward | $170,505 | $170,699 | +$194 |
| Forms 5472 | 1 | 2 | +1 |
| Shareholder loan | $171,900 | $171,900 | — |
The $192 deduction decrease is because 2024 had $180 in accounting fees (Mike Pine's last year) plus $12 in advertising. In 2025, no CPA was used and there was no advertising spend — just the recurring bank fees and cloud hosting.
Here's the whole story in one slide.
Queskr Inc. is a Delaware C-Corp with an Israeli founder (Yohay Etsion, 98.5%).
In 2025, it earned $0 in revenue and spent $194 on bank fees and cloud hosting.
In June 2025, the founder formalized Queskr's role as a U.S. collection agent for his Israeli holding company (Etsion Brands) and transferred a $171,900 shareholder loan from himself to the holding company.
This triggers two Form 5472s (one for Yohay, one for Etsion Brands) on top of the Form 1120.
The company has $170,699 in accumulated NOLs ready to shelter future income, and $0 tax due.
Delaware franchise tax is already paid ($489). The federal return goes to Kansas City, MO by April 15, 2026.
Prepared February 19, 2026 | EIN: 30-0959251
Source: 12 monthly BofA statements, 2024 tax return, signed 2024 Form 5472,
DE franchise tax report, HBS receipt, USPS delivery confirmation