What changed in this filing

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Item 1A. Risk Factors

2026-03-30 compared with 2025-03-27 · 40 added, 40 removed, 111 unchanged (42% of the section changed)

10 unchanged sentences

assets (exclusive of government securities, and cash and certain cash equivalents).

The investment Company Act of 1940 Rule 3a-2 provides

a one-year safe harbor from the definition of “investment company” under Section 3(a)(1) for issuers that are temporarily

engaged in investing, reinvesting, owning, holding, or trading in securities while they transition to an operating business.

is relying on Rule 3a-2 under the Investment Company Act of 1940, which provides a one-year safe harbor from being deemed an “investment

company” for issuers that have a bona fide intent to be engaged primarily in a non-investment business as soon as reasonably possible.

The Company does not intend to be engaged primarily

in the business of investing, reinvesting, owning, holding or trading in securities.

During this safe harbor period, substantially all

of our assets consist of cash, cash equivalents and/or short-term investments.

The Company’s ability to continue as

a going concern

The Company’s independent registered public

accounting firm has included an explanatory paragraph in its report on our financial statements expressing substantial doubt about our

ability to continue as a going concern.

The Company’s recurring operating losses

and negative cash flows from operations for the fiscal year ended December 31, 2025, raise substantial doubt about its ability to continue

as a going concern for the one-year period from the date of filing of this Form 10-K.

Based on the Company’s current cash and investment

balances and projected cash burn, the Company believes existing cash resources may not fund operations into the first quarter of 2027.

Management has implemented, or is in the process of implementing, operational cost reductions to decrease cash outflows and extend the

Company's liquidity runway.

If the Company was required to register as

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Our Consolidated Balance Sheet reflects that our

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

Treasury Bills and mutual funds.

Accordingly, we are a shell

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.

Additionally, Form 8-K requires shell companies

to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company.

To the extent that

we acquire a business in the future, we must file a current report on Form 8-K containing the financial and other information required

in a registration statement on Form 10 within four business days following completion of such a transaction.

assets consist primarily of cash and cash equivalents and investments in money market mutual funds which are treated as nominal or cash

equivalents like assets for assessing its shell status.

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.

Additionally, Form 8-K requires shell companies to provide more detailed

disclosure upon completion of a transaction that causes it to cease being a shell company.

To the extent that we acquire a business in

the future, we must file a current report on Form 8-K containing the financial and other information required in a registration statement

on Form 10 within four business days following completion of such a transaction.

To assist the SEC in the identification of shell

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and less attractive to recipients.

Unless we select a particular industry or target

business with which to complete a business combination, you will be unable to ascertain the risks of the industry or business in which

we may ultimately operate.

The Company may develop or acquire a majority

interest or at least a controlling interest (as defined for purposes of the Investment Company Act) in a company (or companies) with principal

business operations in an industry that we believe will provide attractive opportunities for growth.

We are not limited to any particular

industry or type of business.

Accordingly, there is no current basis for you to evaluate the possible risks of the particular industry

in which we may ultimately operate.

Although we will evaluate the risks inherent in a particular target business, we cannot assure you

that all of the significant risks present in that target business will be properly assessed.

Even if we properly assess those risks, some

of them may be outside of our control or ability to affect.

The Company has no revenue from operations;

therefore, our existing

assets may be diminished and ultimately depleted by our corporate overhead and other expenses.

The Company has no revenue from operations and

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

Resources will be expended in researching potential

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including those beyond our control.

There can be no guarantee that we will quickly

identify a potential target business or complete a business combination.

The process to identify potential acquisition

targets, to investigate and evaluate the future business prospects thereof and to negotiate an acceptable purchase agreement with one

or more target companies can be time consuming and costly.

The Company may incur operating losses, resulting from payroll, rent and other

overhead and professional fees, while we are searching for a business to develop or acquire.

The Company has no revenue from operations;

therefore, our existing

assets may be diminished and ultimately depleted by our corporate overhead and other expenses.

The Company has no revenue from operations and

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

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LLC and William H.

Miller beneficially owned 26.73% and 17.02% of the Company’s common stock, respectively.

Miller beneficially owned 26.73% and 17.02%, respectively, of the Company’s common stock.

Bedford Oak Advisors,

22 unchanged sentences

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