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Item 2. Management’s Discussion and Analysis

2023-08-11 compared with 2023-05-12 · 101 added, 63 removed, 28 unchanged (85% of the section changed)

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

Cautionary Statement Regarding Forward-Looking

Cautionary Statement Regarding Forward-Looking Statements

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, 2022 filed by the Company with the Securities and Exchange Commission (the “SEC”)

on March 28, 2023.

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.

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, 2022 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 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.

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.

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.

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

6 unchanged sentences

for distributing some or all of its cash and cash equivalents and Investments in U.S.

Treasury Bills to stockholders.

Treasury Bills to

stockholders.

Results of operations

Three months ended March 31, 2023 compared to the three months

ended March 31, 2022

The Company had a loss from operations before

income taxes of $314,000 for the three months ended March 31, 2023 and 2022.

Three months ended June 30, 2023 compared to the three months ended June 30,

For the three months ended June 30, 2023, the Company had a

loss from operations before income taxes of $282,000 compared to a loss from operations before income taxes of $325,000 for the three

months ended June 30, 2022.

The decreased loss before income taxes of $43,000 was primarily

a result of a decrease in Other operating expenses of $26,000, increase of compensation of $3,000 for the three months ended June 30,

2022, offset by a decrease in Interest and other income of $20,000.

Compensation and benefits

For the three months ended March 31, 2023, Compensation

and benefits were $115,000 as compared to $117,000 for the three months ended March 31, 2022.

For the three months ended June 30, 2023, Compensation and benefits

were $116,000 as compared to $113,000 for the three months ended June 30, 2022.

Other operating expenses

For the three months ended March 31, 2023, Other

operating expenses were $205,000 as compared to $197,000 for the three months ended March 31, 2022.

The increased

operating expenses of $8,000 were primarily the result of increased professional fees of $29,000 and increased other expenses of $4,000,

offset by decreased insurance expense of $5,000 and decreased directors fees of $20,000.

Please refer to note 5 for information

on the directors compensation plan.

For the three months ended March 31, 2023, the

Company recorded no income tax expense from operations.

No tax benefit has been recorded in relation to the pre-tax loss for the three

months ended March 31, 2023 and 2022, 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 three months ended June 30, 2023, Other operating expenses

were $189,000 as compared to $215,000 for the three months ended June 30, 2022.

The decreased operating expenses of $26,000 were primarily

the result of decreased directors’ fees of $22,000, decreased insurance expenses of $6,000, decreased professional fees of $20,000,

decreased other expenses of $11,000, offset by increased fees related to the repair and maintenance of Company owned dam properties of

Interest and other income

For the three months ended June 30, 2023, Interest and other

income was $23,000 as compared to $3,000 for the three months ended June 30, 2022.

The increased interest and other income of $20,000

was primarily the result of the investments in U.S.

Treasury securities and the resulting interest income of $20,000 during the three

months ended June 30, 2023.

For the three months ended June 30,

2023 and 2022, the Company recorded no income tax expense from operations.

No tax benefit has been recorded in relation to the pre-tax

loss for the three months ended June 30, 2023 and 2022, 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, 2023 compared to the six months ended June 30, 2022

For the six months ended June 30, 2023, the Company had a loss

from operations before income taxes of $596,000 compared to a loss from operations before income taxes of $639,000 for the six months

ended June 30, 2022.

The decreased loss before income taxes of $43,000 was primarily

the result of a decrease in Other operating expenses of $18,000, increase in Compensation and benefits of $1,000, offset by an increase

in Interest and other income of $26,000.

Compensation and benefits

For the six months ended June 30, 2023, Compensation and benefits

were $231,000 as compared to $230,000 for the six months ended June 30, 2022.

Other operating expenses

For the six months ended June 30, 2023, Other operating expenses

were $394,000 as compared to $412,000 for the six months ended June 30, 2022.

The decreased operating expenses of $18,000 were primarily

the result of decreased insurance expenses of $8,000, decreased directors’ fees of $43,000, decreased other expenses of $11,000,

offset by increased expenses related to the repair and maintenance of the Company owned dam properties of $44,000.

properties were fully impaired as of December 31, 2018.

Interest and other income

For the six months ended June 30, 2023, Interest and other income

was $29,000 as compared to $3,000 for the six months ended June 30, 2022.

The increased interest and other income of $26,000 was primarily

the result of the investments in U.S.

Treasury securities and the resulting interest income of $21,000 during the six months ended June

For the six months ended June 30, 2023

and 2022, the Company recorded no income tax expense from operations.

No tax benefit has been recorded in relation to the pre-tax loss

for the six months ended June 30, 2023 and 2022, 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 March 31, 2023, the Company had cash and cash

equivalents totaling $103,000 and short-term U.S.

Treasury Bills totaling $3,871,000 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 and Investments in U.S.

Bills to stockholders.

The Company believes that its working capital is sufficient to support its operating requirements through June

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 3 for valuation of Investments.

The increase in cash and cash equivalents of $13,000

for the quarter ended March 31, 2023 was primarily the result of $281,000 used in operating activities offset by $294,000 provided by

investing activities.

At June 30, 2023, the Company had cash and cash equivalents

totaling $210,000 and short-term U.S.

Treasury Bills totaling $3,612,000 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 and Investments in U.S.

Treasury Bills to

stockholders.

The Company believes that its working capital is sufficient to support its operating requirements through September 30,

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 3 for valuation

of Investments.

The increase in cash and cash equivalents of $120,000 for

the six months ended June 30, 2023 was primarily the result of $455,000 used in operating activities, offset by redemption of U.S.

Treasury Bills of $575,000 provided by investing 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