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Item 7. Management’s Discussion and Analysis

2023-03-28 compared with 2022-03-11 · 48 added, 42 removed, 66 unchanged (58% of the section changed)

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

Discussion and Analysis of Financial Condition and Results of Operations.

General Overview

4 unchanged sentences

and the Company is ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company.

and for 12 months thereafter.

As a consequence, among other things, the offering, issuance and sale of its securities is likely

to be more expensive and time consuming and may make its securities less attractive to investors.

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

and may make its securities less attractive to investors.

See “Item 1A.

Risk Factors”.

The Company’s Board

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Prior to this use, the Company’

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).

anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents and U.S.

Treasury Bills)

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 there is no active

market for sale of such land.

The Company and its representatives continue to discuss a proposed ownership transfer with interested parties.

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 there is no active market for sale of such land.

The Company and its representatives continue to discuss a proposed ownership

transfer with interested parties.

Management discussion of critical accounting

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degrees of judgment than others in their application.

These include stock-based compensation and accounting for income taxes

which are summarized below.

These include stock-based compensation and accounting for income taxes which

are summarized below.

Stock-based compensation

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related to uncertain tax positions as interest and other expenses, respectively.

See Note 5 to the Consolidated Financial Statements

for further information regarding the Company’s income taxes.

Results of Operations

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The increased loss of $91,000 was primarily the

result of a decrease in Other operating expenses of $110,000 and decrease in Compensation and benefits of $46,000, offset by a decrease

in Interest and other income of $258,000 mainly due to the sale of the Company’s former ticker symbol (WISH) for consideration of

$250,000 during the year ended December 31, 2020.

Compensation and benefits

For the year ended December 31, 2021, Compensation

and benefits were $450,000 as compared to $496,000 for the year ended December 31, 2020.

The decreased Compensation and benefits of $46,000

in 2021 was primarily the result of a decrease in the health plan expense and salary expense for the year ended December 31, 2021 in comparison

to the year ended December 31, 2020.

result of an increase in Other operating expenses of $49,000, increase in Compensation and benefits of $10,000, and a decrease in Interest

and other income of $32,000.

Other operating expenses

1 unchanged sentence

expenses were $768,000 as compared to $719,000 for the year ended December 31, 2021.

The decreased operating expenses of $110,000 were

primarily the result of decreased professional fees of $80,000, decreased insurance expense of $14,000 and decreased other expenses of

For the years ended December

31, 2021 and 2020, the income tax expense (benefit) of $2,000 and $(21,000), respectively, substantially represents adjustments and accruals

related to state minimum income taxes.

The Company recorded

a full valuation allowance against its net deferred tax assets as of December 31, 2021 and 2020.

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, 2021 and 2020.

The increased operating expenses of $49,000 were

primarily the result of increased professional fees of $42,000 and increased other expenses of $27,000, offset by decreased insurance

expense of $8,000 and decreased equity-based compensation expense of $12,000.

Interest and other income

For the year ended December 31, 2022, Interest

and other income was $21,000 as compared to $53,000 for the year ended December 31, 2021.

The decreased interest and other income of $32,000

was primarily the result of increased interest income of $ 21,000, offset by decreased gain on extinguishment of debt of $53,000.

For the years ended December 31, 2022 and 2021,

the income tax expense of zero and approximately $2,000, respectively, substantially represents accruals related to state minimum income

The Company recorded a full valuation allowance

against its net deferred tax assets as of December 31, 2022 and 2021.

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, 2022 and 2021.

Financial condition, liquidity, and capital

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At December 31, 2022, the Company had cash and

cash equivalents totaling $5,396,000, which it intends to use to acquire interests in one or more operating businesses, to fund the Company’s

general and administrative expenses;

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

cash equivalents totaling $90,000 and short-term U.S.

Treasury Bills totaling $4,130,000 which it intends to use to acquire interests

in one or more operating businesses and to fund the Company’s general and administrative expenses.

The directors will also consider

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

The Company believes

that its working capital is sufficient to support its operating requirements through March 31, 2024.

The decrease in cash and cash equivalents of $5,306,000

for the year ended December 31, 2021 was the result of $1,073,000 used in operating activities.

and Qualitative Disclosures About Market Risk.

for the year ended December 31, 2022 was primarily the result of $1,160,000 used in operating activities, investment in U.S.

Bills of $4,098,000, and the repurchase of Treasury stock for $48,000.

Quantitative and Qualitative

Disclosures About Market Risk.

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 7. Management’s Discussion and Analysis