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Item 5. Market for Registrant’s Common Equity

2022-03-11 compared with 2021-03-12 · 10 added, 160 removed, 8 unchanged (96% of the section changed)

Market for the Registrant’s Common Equity and

Related Stockholder Matters.

The Company’s common stock, $0.01 par value, is

quoted on the OTC Pink Sheets under the symbol “iWSH”.

Market for the Registrant’s

Common Equity and Related Stockholder Matters.

The Company’s common stock, $0.01 par value,

is quoted on the OTC Pink Sheets under the symbol “iWSH”.

Such quotations reflect inter-dealer prices, without

2 unchanged sentences

on its common stock in 2021 or 2020.

The Company currently intends to retain future earnings to finance the growth and development

of its business however, the directors will also consider alternative for distributing some or all of its cash and cash equivalents

to stockholders.

The Company currently intends to retain future earnings to finance the growth and development of

its business however, the directors will also consider alternative for distributing some or all of its cash and cash equivalents to stockholders.

Issuer Purchases of Equity Securities

The Board of Directors authorized the Company to repurchase

up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions.

The Board of Directors authorized the Company

to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions.

At December 31, 2021 and 2020, the Company had repurchased an aggregate of 2,041,971 shares of its common stock and a total of 2,958,029

shares remained available for repurchase at December 31, 2021 and 2020, pursuant to the 5,000,000 shares repurchase plans.

Company did not repurchase any common stock during the year ended December 31, 2020.

Selected Financial Data.

Not required.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

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.

See “Item 1A.

Risk Factors”.

Our Board of Directors is considering

strategic uses for the cash and cash equivalents including, without limitation, using such funds, together with other funds of

the Company, to develop or acquire interests in one or more operating businesses.

While we have focused our development

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

any opportunities in, any particular industry or sector.

Prior to this use, cash on hand have been, and we anticipate

will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents) consistent with the preservation

of principal, maintenance of liquidity and avoidance of speculation, until such time as we need to utilize such funds, or any portion

thereof, for the purposes described above.

The directors will also consider alternatives for distributing some or all

of its cash and cash equivalents to stockholders (see Note 1 to the Consolidated Financial Statements).

Investment in undeveloped properties.

The Company owns certain non-strategic assets, which

includes an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located

in Killingly, Connecticut, which were fully impaired as of December 31, 2018, due to the Company's belief that the value of the

land is nominal as a result of ongoing remediation efforts and no active market for sale of such land.

Environmental matters

On September 26, 2014, the Connecticut

Department of Energy and Environmental Protection (“DEEP”) issued two Orders requiring the investigation and repair

of two dams in which the Company and its subsidiaries have certain ownership interests.

The first Order required that the

Company investigate and make specified repairs to the ACME Pond Dam located in Killingly, Connecticut.

The second Order,

as subsequently revised by DEEP on October 10, 2014, required that the Company investigate and make specified repairs to the Killingly

Pond Dam located in Killingly, Connecticut.

The Company administratively appealed and contested the allegations in both Orders.

On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Killingly Pond Dam.

The Killingly Pond Consent

Order required the Company to continue to perform routine maintenance and administrative procedures consistent with DEEP’s

Dam Safety regulations, the cost of which was not material to the Company’s financial position or results of operations.

On July 27, 2017, the Company entered into a Consent

Order with the DEEP relative to Acme Pond Dam.

The Acme Pond Dam Consent Order required the Company to investigate and recommend

repairs to Acme Pond Dam.

Based up on the work performed by the Company’s retained consulting engineering firm, the Company

submitted its recommended Action Plan (the “Action Plan”) for Acme Pond Dam pursuant to the Consent Order on November

30, 2017 and such recommended Action Plan was approved by DEEP as submitted on May 23, 2019.

Total expenses for the repair work

conducted in accordance with the Action Plan during the year ending December 31, 2019 was approximately $150,000.

All repair work

required for both the ACME Pond Dam and the Killingly Pond Dam was completed as of December 31, 2019.

DEEP issued a Certificate

of Compliance for Consent Order for the ACME Pond Dam on February 7, 2020, and a Certificate of Compliance for Consent Order for

the Killingly Pond Dam was issued on May 22, 2020.

The Company and its representatives continue to discuss a proposed ownership

transfer with interested parties.

Management discussion of critical accounting policies

The following discussion and analysis of the financial

condition and results of operations are based on the consolidated financial statements and notes to consolidated financial statements

contained in this report that have been prepared in accordance with the rules and regulations of the SEC and include all the disclosures

normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted

in the United States of America.

The preparation of these financial statements requires us to make estimates that affect the reported

amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities.

We base these

estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making

estimates concerning the carrying values of assets and liabilities that are not readily available from other sources.

Actual results

may differ from these estimates.

Certain of our accounting policies require higher degrees

of judgment than others in their application.

These include stock-based compensation and accounting for income taxes

which are summarized below.

Stock-based compensation

Stock-based compensation cost for employees is measured

at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite

service period, which is generally the vesting period.

Stock-based compensation cost for consultants is initially measured at the

grant date based on the fair value of the award, remeasured each reporting date until the instrument vests, at which time the cost

is established.

The cost is recognized as an expense on a straight-line basis, as adjusted each reporting period, over the requisite

service period, which is generally the vesting period.

See Note 8 to the Consolidated Financial Statements for further information

regarding the Company’s stock-based compensation assumptions and expense.

Deferred tax assets and liabilities are recognized for

the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying

amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using

enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment

The accounting for uncertain tax positions guidance requires

that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more

likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount

recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon

ultimate settlement with the relevant tax authority.

The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as

interest and other expenses, respectively.

Results of Operations

Year ended December 31, 2020 compared to the year

ended December 31, 2019

For the year ended December 31, 2020, the Company had

a loss from operations before income taxes of $1,014,000 compared to a loss from operations before income taxes of $1,978,000 for

the year ended December 31, 2019.

The decreased loss of $964,000 was primarily the result

of a decrease in Other operating expenses of $962,000, offset by an increase in Compensation and benefits of $47,000 and an increase

in Interest and other income of $49,000.

Compensation and benefits

For the year ended December 31, 2020, Compensation and

benefits were $496,000 as compared to $449,000 for the year ended December 31, 2019.

The increased Compensation and benefits of $47,000 in

2020 was primarily as the result of a temporary decrease in compensation for our CEO during the third quarter of 2019.

October 1, 2019, the Company’s Compensation Committee reversed the temporary decrease of the CEO’s compensation to

reflect his duties in exploring strategic alternatives for the Company, offset by a decrease in the health plan expense for the

year ended December 31, 2020 in comparison to the year ended December 31, 2019.

Other operating expenses

For the year ended December 31, 2020, Other operating

expenses were $829,000 as compared to $1,791,000 for the year ended December 31, 2019.

The decreased operating expenses of $962,000 were primarily

the result of decreased professional fees of $585,000, decreased rent expense of $157,000, decreased expenses associated with remediation

of the reservoirs of $54,000, decreased insurance expense of $62,000, and decreased other expenses of $104,000.

For the years ended December 31, 2020 and 2019, the income

tax (benefit) expense of $(21,000) and $25,000, respectively, substantially represents adjustments and accruals related to state

minimum income taxes.

Apart from the deferred tax asset related to the AMT

credit carryforward as of December 31, 2019, the Company recorded a full valuation allowance against its net deferred tax assets

as of December 31, 2020 and 2019.

Due to a full valuation allowance to offset deferred tax assets related to net operating loss

carryforwards attributable to the loss, no tax benefit has been recorded in relation to the pre-tax loss for the years ended December

31, 2020 and December 31, 2019.

Financial condition, liquidity, and capital resources

Liquidity and Capital Resources

At December 31, 2020, the Company had cash and cash equivalents

totaling $6,469,000, 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 March 31, 2022.

The decrease in cash and cash equivalents of $867,000

for the year ended December 31, 2020 was the result of $920,000 used in operating activities,

offset by proceeds from a PPP loan of $53,000.

Quantitative and Qualitative Disclosures

About Market Risk.

did not repurchase any common stock during the years ended December 31, 2021 and 2020.

Financial Data.

Not required.

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 5. Market for Registrant’s Common Equity