What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-11-12 compared with 2021-08-11 · 82 added, 88 removed, 30 unchanged (85% of the section changed)

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

Cautionary Statement Regarding Forward-Looking Statements

Cautionary Statement Regarding Forward-Looking

This report contains “forward-looking statements”

9 unchanged sentences

as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

Factors that may cause actual results to differ from those results

expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report on Form 10-K

for the year ended December 31, 2020 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March

These forward-looking statements generally relate to our plans,

objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions

and other statements that are not historical facts.

These statements are based upon our opinions and estimates as of the date

they are made.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, such

forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause

actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed

or implied by the forward-looking statements.

While we cannot assess the future impact that any of these differences could

have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the

differences could be significant.

You are cautioned not to unduly rely on such forward-looking statements when evaluating the information

presented in this report and you are urged to consider all such risks and uncertainties.

In light of the uncertainty inherent in

such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will

Factors that may cause actual results to differ

from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual

Report on Form 10-K for the year ended December 31, 2020 filed by the Company with the Securities and Exchange Commission (the “SEC”)

on March 12, 2021.

These forward-looking statements generally relate

to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives,

intentions, assumptions and other statements that are not historical facts.

These statements are based upon our opinions and

estimates as of the date they are made.

Although we believe that the expectations reflected in these forward-looking statements

are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control,

which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected,

expected, expressed or implied by the forward-looking statements.

While we cannot assess the future impact that any of these

differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our

common stock, the differences could be significant.

You are cautioned not to unduly rely on such forward-looking statements when evaluating

the information presented in this report and you are urged to consider all such risks and uncertainties.

In light of the uncertainty

inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking

matters will be achieved.

General Overview

The Company is a “shell company”, as defined in

Rule 12b-2 of the Exchange Act.

Because we are a shell company, our stockholders are unable to utilize Rule 144 to sell “restricted

stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible to utilize registration

statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter.

As a consequence,

among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming and may make our

securities less attractive to investors.

The Company’s Board

of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses.

The Company is a “shell company”,

as defined in Rule 12b-2 of the Exchange Act.

Because we are a shell company, our stockholders are unable to utilize Rule 144

to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible

to utilize registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter.

a consequence, among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming

and may make our securities less attractive to investors.

The Company’s

Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses.

we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves

7 unchanged sentences

Results of operations

Three months ended June 30, 2021 compared to the three months ended June 30,

For the three months ended June 30, 2021, the Company had a

loss from operations before income taxes of $293,000 compared to a loss from operations before income taxes of $346,000 for the three

months ended June 30, 2020.

The decreased loss before income taxes of $53,000 was primarily

the result of a decrease in Other operating expenses of $46,000 and decrease in Compensation and benefits of $8,000, offset by a decrease

in Interest and other income of $1,000.

Three months ended September 30, 2021 compared to the three months

ended September 30, 2020

For the three months ended September 30, 2021,

the Company had a loss from operations before income taxes of $298,000 compared to a loss from operations before income taxes of $47,000

for the three months ended September 30, 2020.

The increased loss before income taxes of

$251,000 was primarily as a result of a decrease in Interest and other income for the three months ended on September 30, 2021 mainly

due to the sale of the Company’s former ticker symbol (WISH) for consideration of $250,000 during the quarter ended September 30,

Compensation and benefits

For the three months ended June 30, 2021, Compensation and benefits

were $118,000 as compared to $126,000 for the three months ended June 30, 2020.

The decreased Compensation and benefits of $8,000 was primarily

the result of a decrease in the health plan and medical expense for the three months ended June 30, 2021 in comparison to the three months

ended June 30, 2020.

For the three months ended September 30, 2021,

Compensation and benefits were $111,000 as compared to $105,000 for the three months ended September 30, 2020.

Other operating expenses

For the three months ended June 30, 2021, Other operating expenses

were $175,000 as compared to $221,000 for the three months ended June 30, 2020.

The decreased operating expenses of $46,000 were primarily

the result of decreased insurance expenses of $8,000, decreased professional fees of $54,000, offset by increased other expenses of $16,000.

For the three months ended June 30,

2021, the Company recorded income tax expense from operations of approximately $1,000, which represents minimum state taxes.

No tax benefit

has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2021 and 2020, due to a full valuation allowance

to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

For the six months ended June 30, 2021, the Company had a loss

from operations before income taxes of $542,000 compared to a loss from operations of $664,000 for the six months ended June 30, 2020.

The decreased loss before income taxes of $122,000 was

primarily the result of a decrease in Compensation and benefits of $35,000 and a decrease in Other operating expenses of $94,000, offset

by a decrease in Interest and other income of $7,000.

For the three months ended September 30, 2021,

Other operating expenses were $187,000 as compared to $193,000 for the three months ended September 30, 2020.

The decreased operating expenses of $6,000 were

primarily the result of decreased professional fees of $5,000, decreased other expenses of $4,000, offset by increased insurance expenses

For the three months

ended September 30, 2021, the Company recorded income tax expense from operations of approximately $1,000, which represents minimum state

No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020,

due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Nine months ended September 30, 2021 compared to the nine months

ended September 30, 2020

For the nine months ended September 30, 2021,

the Company had a loss from operations before income taxes of $840,000 compared to a loss from operations of $711,000 for the nine months

ended September 30, 2020.

The increased loss before income taxes of

$129,000 was the result of a decrease in Interest and other income of $258,000, primarily as the result of the sale of the Company’s

former ticker symbol (WISH) for consideration of $250,000 in 2020, offset by decreased Compensation and benefits of $29,000, and other

operating expenses of $100,000.

Compensation and benefits

For the six months ended June 30, 2021, Compensation and benefits

were $224,000 as compared to $259,000 for the six months ended June 30, 2020.

The decreased Compensation and benefits of $35,000 is as the

result of a decrease in the health plan expense and salary expense for the six months ended June 30, 2021 in comparison to the six months

ended June 30, 2020.

For the nine months ended September 30, 2021,

Compensation and benefits were $335,000 as compared to $364,000 for the nine months ended September 30, 2020.

The decreased Compensation

and benefits of $29,000 was primarily the result of a decrease in the health plan expense and salary expense for the nine months ended

September 30, 2021 in comparison to the nine months ended September 30, 2020.

Other operating expenses

For the six months ended June 30, 2021, Other operating expenses

were $371,000 as compared to $465,000 for the six months ended June 30, 2020.

The decreased operating expenses of $94,000 were primarily

the result of decreased insurance expenses of $16,000, decreased professional fees of $77,000, and decreased other expenses of $1,000.

Interest and other income

For the six months ended June 30, 2021, Interest and other income

was $53,000 as compared to $60,000 for the six months ended June 30, 2020.

The decreased interest and other income of $7,000 was primarily

the result of decreased interest and gain on investments of $60,000, offset by increased extinguishment of debt of $53,000.

For the six months ended June 30, 2021,

the Company recorded income tax expense from operations of approximately $1,000, which represents minimum state taxes.

No tax benefit

has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2021 and 2020, due to a full valuation allowance

to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

For the nine months ended September 30, 2021,

Other operating expenses were $558,000 as compared to $658,000 for the nine months ended September 30, 2020.

The decreased operating expenses of $100,000 were

primarily the result of decreased professional fees of $82,000, decreased insurance expense of $13,500, and decreased other expenses of

For the nine months ended

September 30, 2021, the Company recorded income tax expense from operations of approximately $2,000, which represents minimum state taxes.

No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due

to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Financial condition

Liquidity and Capital Resources

At June 30, 2021, the Company had cash and cash equivalents

totaling $5,877,000, which it intends to use to acquire interests in one or more operating businesses,

to fund the Company’s general and administrative expenses, and the directors will also consider alternatives for distributing some

or all of its cash and cash equivalents to stockholders.

The Company believes that its working capital is sufficient to support

its operating requirements through August 11, 2022.

Cash equivalents represent short-term, highly liquid investments,

which are readily convertible to cash and have maturities of three months or less at time of purchase.

Please refer to note 4 for valuation

on Investments.

The decrease in cash and cash equivalents of $592,000 for the

quarter ended June 30, 2021 was the result of $592,000 used in operating activities.

At September 30, 2021, the Company had cash and

cash equivalents totaling $5,634,000, which it intends to use to acquire interests in one or more

operating businesses, to fund the Company’s general and administrative expenses, and the directors will also consider alternatives

for distributing some or all of its cash and cash equivalents to stockholders.

The Company believes that its working capital is sufficient

to support its operating requirements through November 2022.

Cash equivalents represent short-term, highly

liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase.

to note 4 for valuation on Investments.

The decrease in cash and cash equivalents of $835,000

for the quarter ended September 30, 2021 was primarily the result of $835,000 used in operating activities.

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis