What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-11 compared with 2021-03-12 · 137 added, 134 removed, 33 unchanged (89% of the section changed)

Risk Factors.

You should carefully consider the following risk factors relating to our business

and the additional information in our other reports that we file with the SEC.

The Company may be classified as an inadvertent investment company if we

acquire investment securities in excess of 40% of our total assets.

The Company is not engaged in the business of investing,

reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities.

However, under the

Investment Company Act, a company may fall within the scope of being an “inadvertent investment company”

under section

3(a)(1)(C) of such Act if the value of its investment securities (as defined in the Investment Company Act) is more than 40% of

its total assets (exclusive of government securities and cash and certain cash equivalents).

If the Company was required to register as an “investment

company”

under the Investment Company Act, applicable restrictions could make it impractical for the Company to continue

its business as contemplated and could have a material adverse effect on us.

The Investment Company Act and the rules thereunder contain

detailed requirements for the organization and operation of investment companies.

You should carefully consider the following risk factors relating to

our business and the additional information in our other reports that we file with the SEC.

The Company may be classified as an inadvertent investment company

if we acquire investment securities in excess of 40% of our total assets.

The Company is not engaged in the business of

investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities.

However, under

the Investment Company Act, a company may fall within the scope of being an “inadvertent investment company” under section

3(a)(1)(C) of such Act if the value of its investment securities (as defined in the Investment Company Act) is more than 40% of its total

assets (exclusive of government securities and cash and certain cash equivalents).

If the Company was required to register as

an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for the Company

to continue its business as contemplated and could have a material adverse effect on us.

The Investment Company Act and the rules thereunder

contain detailed requirements for the organization and operation of investment companies.

If we were required to register under the Investment

Company Act, applicable restrictions and other requirements could have a material adverse effect on us.

In the event that we were

to be required to register as an investment company under the Investment Company Act, we would be forced to comply with substantive

requirements under the Act, including:

In the event that we were to be

required to register as an investment company under the Investment Company Act, we would be forced to comply with substantive requirements

under the Act, including:

limitations on our ability to borrow;

1 unchanged sentence

limitations on the issuance of debt and equity securities,

restrictions on acquisitions of interests in partner companies;

restrictions on acquisitions of interests in partner

prohibitions on transactions with affiliates;

prohibitions on the issuance of options and other limitations on our ability to compensate key

prohibitions on the issuance of options and other

limitations on our ability to compensate key employees;

certain governance requirements,

restrictions on specific investments;

reporting, record-keeping, voting and proxy disclosure requirements.

In the event that we were to be deemed to be an investment

company subject to registration as such under the Investment Company Act, compliance costs and burdens upon us may increase and

the additional requirements may constrain our ability to conduct business, which may adversely affect our business, results of

operations or financial condition.

reporting, record-keeping, voting and proxy disclosure

requirements.

In the event that we were to be deemed to be an

investment company subject to registration as such under the Investment Company Act, compliance costs and burdens upon us may increase

and the additional requirements may constrain our ability to conduct business, which may adversely affect our business, results of operations

or financial condition.

The Company is a shell company under the federal securities laws.

The Company has no or nominal operations.

Rule 405 of the Securities Act and Exchange Act Rule 12b-2, a shell company is defined as a registrant that has no or nominal

to Rule 405 of the Securities Act and Exchange Act Rule 12b-2, a shell company is defined as a registrant that has no or nominal

operations, and either:

1 unchanged sentence

assets consisting solely of cash and cash equivalents;

assets consisting of any amount of cash and cash equivalents and nominal other assets.

Our consolidated balance sheet reflects that after closing,

our assets consist primarily of cash and cash equivalents.

assets consisting of any amount of cash and cash

equivalents and nominal other assets.

Our consolidated balance sheet reflects that after

closing, our assets consist primarily of cash and cash equivalents.

Accordingly, we are a shell company.

Applicable securities rules prohibit

shell companies from using a Form S-8 registration statement to register securities pursuant to employee compensation plans and

from utilizing Form S-3 for the registration of securities for so long as the Company is a shell company and for 12 months

Additionally, Form 8-K requires shell companies to provide

more detailed disclosure upon completion of a transaction that causes it to cease being a shell company.

To the extent that we

acquire a business in the future, we must file a current report on Form 8-K containing the financial and other information required

shell companies from using a Form S-8 registration statement to register securities pursuant to employee compensation plans and from utilizing

Form S-3 for the registration of securities for so long as the Company is a shell company and for 12 months thereafter.

Additionally, Form 8-K requires shell companies

to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company.

To the extent that

we acquire a business in the future, we must file a current report on Form 8-K containing the financial and other information required

in a registration statement on Form 10 within four business days following completion of such a transaction.

To assist the SEC in the identification of shell companies,

we are required to check a box on our quarterly reports on Form 10-Q and our annual reports on Form 10-K indicating that we are

a shell company.

Since we are required to comply with additional disclosure

because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease

being a shell company.

In addition, under Rule 144 of the Securities Act, a holder of restricted securities of a “shell

company”

is not allowed to resell their securities in reliance upon Rule 144.

Preclusion from any prospective purchase

using the exemptions from registration afforded by Rule 144 may make it more difficult for us to sell equity securities in

the future and the inability to utilize registration statements on Forms S-8 and S-3 would likely increase our cost to register

securities in the future.

Additionally, the loss of the use of Rule 144 and Forms S-3 and S-8 may make investments in our securities

less attractive to investors and may make the offering and sale of our securities to employees, directors and others under compensatory

arrangements more expensive and less attractive to recipients.

Unless we select a particular industry or target business

with which to complete a business combination, you will be unable to ascertain the risks of the industry or business in which we

may ultimately operate.

The Company may develop or acquire a majority interest

or at least a controlling interest (as defined for purposes of the Investment Company Act) in a company (or companies) with principal

To assist the SEC in the identification of shell

companies, we are required to check a box on our quarterly reports on Form 10-Q and our annual reports on Form 10-K indicating that we

are a shell company.

Since we are required to comply with additional

disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to

cease being a shell company.

In addition, under Rule 144 of the Securities Act, a holder of restricted securities of a “shell

company” is not allowed to resell their securities in reliance upon Rule 144.

Preclusion from any prospective purchase using

the exemptions from registration afforded by Rule 144 may make it more difficult for us to sell equity securities in the future and

the inability to utilize registration statements on Forms S-8 and S-3 would likely increase our cost to register securities in the future.

Additionally, the loss of the use of Rule 144 and Forms S-3 and S-8 may make investments in our securities less attractive to investors

and may make the offering and sale of our securities to employees, directors and others under compensatory arrangements more expensive

and less attractive to recipients.

Unless we select a particular industry or target

business with which to complete a business combination, you will be unable to ascertain the risks of the industry or business in which

we may ultimately operate.

The Company may develop or acquire a majority

interest or at least a controlling interest (as defined for purposes of the Investment Company Act) in a company (or companies) with principal

business operations in an industry that we believe will provide attractive opportunities for growth.

We are not limited to any

particular industry or type of business.

Accordingly, there is no current basis for you to evaluate the possible risks of the particular

industry in which we may ultimately operate.

Although we will evaluate the risks inherent in a particular target business, we cannot

assure you that all of the significant risks present in that target business will be properly assessed.

Even if we properly assess

those risks, some of them may be outside of our control or ability to affect.

We are not limited to any particular

industry or type of business.

Accordingly, there is no current basis for you to evaluate the possible risks of the particular industry

in which we may ultimately operate.

Although we will evaluate the risks inherent in a particular target business, we cannot assure you

that all of the significant risks present in that target business will be properly assessed.

Even if we properly assess those risks, some

of them may be outside of our control or ability to affect.

Resources will be expended in researching potential

acquisitions that might not be consummated.

The investigation of target businesses and the negotiation,

drafting and execution of relevant agreements, disclosure documents, and other instruments will require substantial management

The investigation of target businesses and the

negotiation, drafting and execution of relevant agreements, disclosure documents, and other instruments will require substantial management

time and attention in addition to costs for accountants, attorneys and others.

If a decision is made not to complete a specific

business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.

even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for

any number of reasons including those beyond our control.

There can be no guarantee that we will quickly identify

a potential target business or complete a business combination.

The process to identify potential acquisition targets,

to investigate and evaluate the future business prospects thereof and to negotiate an acceptable purchase agreement with one or

more target companies can be time consuming and costly.

The Company may incur operating losses, resulting from payroll, rent and

other overhead and professional fees, while we are searching for a business to develop or acquire.

If a decision is made not to complete a specific business

combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.

Furthermore, even if an

agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons

including those beyond our control.

There can be no guarantee that we will quickly

identify a potential target business or complete a business combination.

The process to identify potential acquisition

targets, to investigate and evaluate the future business prospects thereof and to negotiate an acceptable purchase agreement with one

or more target companies can be time consuming and costly.

The Company may incur operating losses, resulting from payroll, rent and other

overhead and professional fees, while we are searching for a business to develop or acquire.

The Company has no revenue from operations;

therefore, our existing assets

may be diminished and ultimately depleted by our corporate overhead and other expenses.

The Company has no revenue from operations and have been

experiencing significant negative cash flow.

Expenditures related to corporate overhead generated and other related items are expensed.

therefore, our existing

assets may be diminished and ultimately depleted by our corporate overhead and other expenses.

The Company has no revenue from operations and

have been experiencing significant negative cash flow.

Expenditures related to corporate overhead generated and other related items are

Until such time as we develop or acquire an operating business or businesses that generate revenue, we will continue to deplete

1 unchanged sentence

Risks Related to Our Stock

The Company has agreed to restrictions and adopted policies that could

have possible anti-takeover effects and reduce the value of our stock.

The Company has agreed to restrictions and adopted policies that

could have possible anti-takeover effects and reduce the value of our stock.

Several provisions of our Certificate of Incorporation

and Bylaws could deter or delay unsolicited changes in control of the Company.

These include limiting the stockholders’

to amend the Bylaws or remove directors and prohibiting the stockholders from increasing the size of the Board of Directors or

acting by written consent instead of at a stockholders’

Our Board of Directors has the authority, without further

action by the stockholders to fix the rights and preferences of and issue preferred stock.

These provisions and others that could

be adopted in the future could deter unsolicited takeovers or delay or prevent changes in control or management of the Company

including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices.

These provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.

These include limiting the stockholders’ powers to

amend the Bylaws or remove directors and prohibiting the stockholders from increasing the size of the Board of Directors or acting by

written consent instead of at a stockholders’ meeting.

Our Board of Directors has the authority, without further action by the stockholders

to fix the rights and preferences of and issue preferred stock.

These provisions and others that could be adopted in the future could

deter unsolicited takeovers or delay or prevent changes in control or management of the Company including transactions in which stockholders

might otherwise receive a premium for their shares over then current market prices.

These provisions may limit the ability of stockholders

to approve transactions that they may deem to be in their best interests.

Risks Related to Owning Our Common Stock

A large portion of our common stock is held by a small

group of large shareholders.

A large portion of our common stock is held by

a small group of large shareholders.

Future sales of our common stock in the public market by the Company or its large stockholders could

adversely affect the trading price of our common stock.

As of December 31, 2020, Bedford Oak Advisors, LLC and

Miller beneficially owned 27.78% and 17.41% of the Company’s common stock, respectively.

As of December 31, 2021, Bedford Oak Advisors,

LLC and William H.

Miller beneficially owned 27.27% and 17.09% of the Company’s common stock, respectively.

Bedford Oak Advisors,

LLC is controlled by Mr.

Eisen, the Company’s Chairman and Chief Executive Officer.

Eisen beneficially owned

at such date an aggregate of 30.71% of the Company’s common stock, which percentage includes the 27.78% beneficially owned

by Bedford Oak Advisors, LLC.

Sales by us or our large stockholders of a substantial number of shares of our common stock in the

public market or the perception that these sales might occur, could cause the market price of our common stock to decline.

Our common stock is thinly traded, which can cause

volatility in its price.

Our stock is thinly traded due to our small market capitalization

and the high level of ownership of our common stock by a small group of shareholders.

Thinly traded stock can be more

susceptible to market volatility.

This market volatility could significantly affect the market price of our common stock

without regard to our operating performance .

Eisen, the Company’s Chairman and Chief Executive Officer.

Eisen beneficially owned at such

date an aggregate of 30.15% of the Company’s common stock, which percentage includes the 27.27% beneficially owned by Bedford Oak

Advisors, LLC.

Sales by us or our large stockholders of a substantial number of shares of our common stock in the public market or the

perception that these sales might occur, could cause the market price of our common stock to decline.

Our common stock is thinly traded, which can

cause volatility in its price.

Our stock is thinly traded due to our small market

capitalization and the high level of ownership of our common stock by a small group of shareholders.

Thinly traded stock can

be more susceptible to market volatility.

This market volatility could significantly affect the market price of our common

stock without regard to our operating performance .

Possible additional issuances of our stock will cause dilution .

At December 31, 2020, we had outstanding 19,839,777 shares

of our common stock.

At December 31, 2021, we had outstanding 20,210,529

shares of our common stock.

There were 66,666 shares of stock awards vested as of December 31, 2021.

In addition, there are options to purchase a total of 100,000 shares of common stock, all of which are

exercisable as of December 31, 2020.

The Company is authorized to issue up to 30,000,000 shares of common stock and are therefore

able to issue additional shares without being required under corporate law to obtain shareholder approval.

additional shares, or if our existing shareholders exercise their outstanding options, our other shareholders may find their holdings

drastically diluted, which if it occurs, means they would own a smaller percentage of our Company.

The Company’s operations may be negatively impacted by the coronavirus

In December 2019, a novel strain of coronavirus was identified

in Wuhan, China.

Through the first quarter of 2020, the disease became widespread around the world, and on March 11, 2020, the

World Health Organization declared a pandemic.

The Company does not expect that the outbreak will have a material adverse effect

on financial results at this time.

Unresolved Staff Comments.

In July 2019, the Company entered

into a six-month lease for office space in a building located in Mt.

The lease commenced on September 1, 2019, expired

on February 29, 2020, and is renewed on a monthly basis for $3,800 per month.

The Company is authorized to issue

up to 30,000,000 shares of common stock and are therefore able to issue additional shares without being required under corporate law to

obtain shareholder approval.

If we issue additional shares, or if our existing shareholders exercise their outstanding options,

our other shareholders may find their holdings drastically diluted, which if it occurs, means they would own a smaller percentage of our

The Company’s operations may be negatively impacted by

the coronavirus outbreak.

In December 2019, a novel strain of coronavirus

was identified in Wuhan, China.

Through the first quarter of 2020, the disease became widespread around the world, and on March 11, 2020,

the World Health Organization declared a pandemic.

The future direct and indirect impact of the pandemic

on our businesses, results of operations and financial condition remains uncertain.

Should current economic conditions deteriorate or

if the pandemic worsens due to various factors, including through the spread of more easily communicable variants of COVID-19, such conditions

could have an adverse effect on our businesses and results of operations and could adversely affect our financial condition.

the Company does not expect that the outbreak will have a material adverse effect on financial results at this time.

Staff Comments.

The Company leases office

space on a month to month basis for $3,800 per month in Mount Kisco, NY.

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-K

Item 1A. Risk Factors