What changed in this filing

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Item 1A. Risk Factors

2023-03-28 compared with 2022-03-11 · 18 added, 33 removed, 137 unchanged (27% of the section changed)

Risk Factors.

You should carefully consider the following risk factors relating to

21 unchanged sentences

limitations on the issuance of debt and equity securities,

restrictions on acquisitions of interests in partner

restrictions on acquisitions of interests in partner companies;

prohibitions on transactions with affiliates;

prohibitions on the issuance of options and other

limitations on our ability to compensate key employees;

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.

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

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

8 unchanged sentences

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 our

assets consist primarily of cash and cash equivalents and investments in U.S.

Treasury Bills.

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 thereafter.

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 thereafter.

Additionally, Form 8-K requires shell companies

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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

our existing assets.

has been experiencing significant negative cash flow.

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

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

Risks Related to Our Stock

14 unchanged sentences

Risks Related to Owning Our Common Stock

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.

A significant 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, 2022, Bedford Oak Advisors,

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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.

Unresolved Staff Comments.

The Company leases office

1 unchanged sentence

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