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Item 2. Management’s Discussion and Analysis

2023-11-13 compared with 2023-08-11 · 81 added, 78 removed, 51 unchanged (76% of the section changed)

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

Cautionary Statement Regarding Forward-Looking Statements

Cautionary Statement Regarding Forward-Looking

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

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

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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.

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.

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

9 unchanged sentences

Results of operations

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.

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

ended September 30, 2022

For the three months ended September 30, 2023,

the Company had a loss from operations before income taxes of $197,000 compared to a loss from operations before income taxes of $262,000

for the three months ended September 30, 2022.

The decreased loss before income taxes of

$65,000 was primarily a result of an increase in Interest and other income of $61,000.

Compensation and benefits

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.

For the three months ended September 30, 2023,

Compensation and benefits were $108,000 as compared to $110,000 for the three months ended September 30, 2022.

Other operating expenses

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

For the three months ended September 30, 2023,

Other operating expenses were $165,000 as compared to $167,000 for the three months ended September 30, 2022.

The decreased operating

expenses of $2,000 were primarily the result of decreased directors’ fees of $21,000, decreased professional fees of $11,000, offset

by increased other expenses of $12,000, increased insurance expense of $9,000, and increased expenses related to the repair and maintenance

of the Company owned dam properties of $9,000.

The properties were fully impaired as of December

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.

For the three months ended September 30, 2023,

Interest and other income was $76,000 as compared to $15,000 for the three months ended September 30, 2022.

The increased interest and

other income, including net realized gains and losses on U.S.

Treasury bills, of $61,000 was primarily the result of the investments in

Treasury securities and the related interest income of $76,000 during the three months ended September 30, 2023.

For the three months

ended September 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 September 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.

Nine months ended September 30, 2023 compared to the nine months

ended September 30, 2022

For the nine months ended September 30, 2023,

the Company had a loss from operations before income taxes of $793,000 compared to a loss from operations before income taxes of $901,000

for the nine months ended September 30, 2022.

The decreased loss before income taxes of

$108,000 was primarily the result of a decrease in Other operating expenses of $20,000, and an increase in Interest and other income of

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.

For the nine months ended September 30, 2023,

Compensation and benefits were $339,000 as compared to $340,000 for the nine months ended September 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.

For the nine months ended September 30, 2023,

Other operating expenses were $559,000 as compared to $579,000 for the nine months ended September 30, 2022.

The decreased operating expenses

of $20,000 were primarily the result of decreased directors’ fees of $64,000, decreased professional fees of $16,000, decreased

insurance expenses of $2,000, offset by increased other expenses of $7,000, and increased expenses related to the repair and maintenance

of the Company owned dam properties of $55,000.

The properties were fully impaired as of December

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.

For the nine months ended September 30, 2023,

Interest and other income was $105,000 as compared to $18,000 for the nine months ended September 30, 2022.

The increased interest and

other income, including net realized gains and losses on U.S.

Treasury bills, of $87,000 was primarily the result of the investments in

Treasury securities and the resulting increase in interest income of $81,000 during the nine months ended September 30, 2023.

For the nine months ended

September 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 nine months ended September 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 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.

At September 30, 2023, the Company had cash and

cash equivalents totaling $178,000 and short-term U.S.

Treasury Bills totaling $3,384,000 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

November 30, 2024.

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 $88,000

for the nine months ended September 30, 2023 was primarily the result of $684,000 used in operating activities, offset by redemption of

Treasury Bills of $772,000 provided by investing activities.

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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