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Item 5. Market for Registrant’s Common Equity

2022-03-14 compared with 2021-03-10 · 19 added, 173 removed, 11 unchanged (95% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

stock is listed for trading on the OTCQB under the symbol “MCVT”.

The transfer agent and registrar for our common stock

is Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119.

The following table sets forth

the high and low bid prices for our common stock as reported by the OTCPK in 2019 through September, and the OTCQB from October through

These quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual

transactions.

Trading in our common stock during the period represented was infrequent, exemplified by low trading volume and many

days during which no trades occurred.

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed for trading on the OTCQB under the symbol “MCVT”.

The transfer agent and registrar for our common stock is Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119.

The following table sets forth the high and low bid prices for our common stock as reported by the OTCPK in 2020 through September, and the OTCQB from October, 2020 through present.

These quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions.

Trading in our common stock during the period represented was infrequent, exemplified by low trading volume and many days during which no trades occurred.

For the Fiscal Year/Quarter

3 unchanged sentences

Fourth Quarter

the date of this filing, we had approximately 253 holders of record of our common stock.

February 15, 2019, our Board of Directors declared a cash dividend of $0.05 per share to our shareholders of record

as of March 8, 2019.

The dividend was paid on March 15, 2019.

December 8, 2020, our Board of Directors declared a cash dividend of $0.05 per share to our shareholders of record

as of December 21, 2020.

As of the date of this filing, we had approximately 253 holders of record of our common stock.

On December 8, 2020, our Board of Directors declared a cash dividend of $0.05 per share to our shareholders of record as of December 21, 2020.

The dividend was paid on January 4, 2021.

Authorized for Issuance Under Equity Compensation Plans

of December 31, 2020, we had no outstanding options, warrants or other rights to purchase any equity securities of the

under any equity compensation plan or “individual compensation arrangement,”

as defined in Item 201 of Regulation S-K.

Furthermore, as of the date of this filing, we are not a party to any equity compensation plan, nor are we obligated under any

“individual compensation arrangement”

to issue any options, warrants, rights or other securities.

We are not required

by applicable state law or the listing standards of any self-regulatory agency (e.g., the OTCQX, NASD, AMEX or NYSE) to obtain the

approval of our security holders prior to issuing any such compensatory options, warrants or other rights to purchase securities

of the Company.

In August 2020,

the Compensation Committee approved, and the Company issued, 50,000 shares of restricted stock to each of Mr.

and Joseph A.

The shares vest upon the one-year anniversary of their issuance and until such time are subject

to forfeiture.

On September 17, 2021, our Board of Directors declared a cash dividend of $0.10 per share to our shareholders of record as of October 15, 2021.

The dividend was paid on October 29, 2021.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2021, we had no outstanding options, warrants or other rights to purchase any equity securities of the Company under any equity compensation plan or “individual compensation arrangement,” as defined in Item 201 of Regulation S-K.

Furthermore, as of the date of this filing, we are not a party to any equity compensation plan, nor are we obligated under any “individual compensation arrangement” to issue any options, warrants, rights or other securities.

We are not required by applicable state law or the listing standards of any self-regulatory agency (e.g., the OTCQX, NASD, AMEX or NYSE) to obtain the approval of our security holders prior to issuing any such compensatory options, warrants or other rights to purchase securities of the Company.

In August 2020, the Compensation Committee approved, and the Company issued, 50,000 shares of restricted stock to each of Mr.

Polinsky and Joseph A.

The shares vested on the one-year anniversary of their issuance and until such time are subject to forfeiture.

Recent Sales of Unregistered Securities

Recent Purchases of Securities

the course of 2020, the Company engaged in the following repurchases of its common stock, all of which were consummated in private

transactions:

During 2020, the Company engaged in the following repurchases of its common stock, all of which were consummated in private transactions:

● 100,000 shares on May 6, 2020, at a per-share price of $0.50;

1 unchanged sentence

● 10,822 shares in the aggregate on December 1, 2020, at a per-share price of $0.43.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s

Discussion and Analysis of Financial Condition and Results of Operations set forth below should be read in conjunction with our

audited financial statements, and notes thereto, filed together with this Form 10-K.

Note Regarding Forward-Looking Statements

the statements made in this section of our report are forward-looking statements.

These forward-looking statements generally relate

to and are based upon our current plans, expectations, assumptions and projections about future events.

Our management currently

believes that the various plans, expectations, and assumptions reflected in or suggested by these forward-looking statements are

Nevertheless, all forward-looking statements involve risks and uncertainties and our actual actions or future results

may be materially different from the plans, objectives or expectations, or our assumptions and projections underlying our present

plans, objectives and expectations, which are expressed in this report.

An example of specific factors that might cause our actual

results to differ from our current expectations include but are not limited to:

Our lack of a comparable prior operating history to provide our management with a basis to better

evaluate certain likelihoods;

Our inability, for any reason, to retain our executive management personnel; and

The risks surrounding the new types of financing solutions we provide.

Economic risks, including specific economic risks arising as a result of the COVID-19 pandemic;

The foregoing list is not exhaustive, and

readers are urged to read carefully and consider the risk factors described elsewhere in this report.

In light of the foregoing,

prospective investors are cautioned that the forward-looking statements included in this filing may ultimately prove to be inaccurate—even

materially inaccurate.

Because of the significant uncertainties inherent in such forward-looking statements, the inclusion of such

information should not be regarded as a representation or warranty by the Company or any other person that our objectives, plans,

expectations or projections that are contained in this filing will be achieved in any specified time frame, if ever.

Results of Operations

For the Year Ended December 31,

Investment Income:

Interest Income

Dividend Income

Operating Expenses:

General Operating Expenses

Legal and Accounting Expenses

Executive Management Compensation

Insurance Expense

Director's Fees

Net Investment Gain (Loss)

For the year ended December 31, 2020, we earned

$44,026 in interest payments from one investment—

DBR Enclave US Investors, LLC;—

an aggregate of $993,795 from

six promissory note investments;

an aggregate of $26,994 in bank interest on cash balances and note receivable;

of $217,360 in origination fees;

and an aggregate of $15,462 in dividend payments from four

investments—Manning & Napier, Inc., Educational Development Corp., Manhattan Bridge Capital, Inc.;

and Windstream Holdings, Inc.

For the year ended December 31, 2019, we earned

$78,264 in interest payments from one eligible portfolio company—

DBR Enclave US Investors, LLC —

an additional

$33,925 in bank interest on cash balances and note receivable;

an aggregate of $46,293 in dividend payments from five

eligible portfolio companies—Manning & Napier, Inc., Simulations Plus, Inc., Tessco

Technologies, Inc., Educational Development Corp., and Taitron Components, Inc.;

and $3,180 in dividends received

from non-eligible portfolio companies.

table above indicates, we incurred operating expenses aggregating $735,790 for the year ended December 31, 2020, and $834,430

for the year ended December 31, 2019.

A discussion of the various components of our operating expenses for these periods is

set forth below.

General Operating Expenses.

general operating expenses were $83,447 for the year ended December 31, 2020 and $111,757 for the year ended December 31,

The decrease in the current period is primarily related to expenses incurred in 2019 for an off-site board meeting as well

as a decrease in our office lease premiums for the year 2020.

Legal and Accounting Expenses.

Our legal and accounting expenses were $175,612 for the year ended December 31, 2020 and $209,897 for the year ended December 31,

The decrease in the current period is primarily related to costs we incurred during 2019 related to the process of planning

for, seeking, and obtaining authority for, the withdrawal of our BDC election.

Executive Management Compensation.

Our executive management compensation was $301,494 for the year ended December 31, 2020 and $340,003 for the year ended December 31,

The decrease in the current period is primarily related to a one-time bonus payment made during the year 2019.

year ended December 31, 2020 our net investment gain was $561,847.

For the year ended December 31, 2019, our net investment

loss was $672,768.

The increased net investment gain during 2020 was primarily the result of higher interest income earned during

2020 from the short-term specialty finance solutions we provided in the form of short-term promissory notes bearing higher rates

of interest and return, including related origination fees, than we were able to obtain when operating as a BDC.

year ended December 31, 2020, we had an increase in net assets of $1,572,354.

This increase in net assets was primarily due

to the appreciation of our portfolio holdings.

Our net assets decreased by $1,210,356 for the year ended December 31, 2019,

primarily due to our payment of a dividend during 2019.

and Capital Resources

cash flow data is as follows:

Cash flows provided (used) by:

Operating activities

$ (2,463,157 )

Financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

not a party to any credit facilities or other sources of liquidity, and we have no present plans to become party to any credit

As a result, our $5,440,579 of cash at the end fiscal 2020 and our $8,066,656 of cash at the end of fiscal 2019 constituted

our sole source of liquidity.

Management believes cash on hand is sufficient to fund our anticipated operational and financing

activities through fiscal 2021.

not have any material commitments for capital expenditures in fiscal 2020 and we do not anticipate any such capital expenditures

for fiscal 2021.

Sheet Arrangements

not have any off-balance sheet arrangements, nor are we a party to any contract or other obligation not included on its balance

sheet that has, or is reasonably likely to have, a current or future effect on our financial condition.

Accounting Policies

accounting policies are policies that are both most important to the portrayal of the Company’s financial condition and results,

and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates

about the effect of matters that are inherently uncertain.

Our critical accounting policies relate to investment valuation and

interest and dividend income as an investment company.

Investment Valuation

transactions are recorded on the trade date.

Realized gains or losses are measured by the difference between the net proceeds from

the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized,

and include investments charged off during the period, net of recoveries.

Unrealized gains or losses primarily reflect the change

in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

for which market quotations are readily available are typically valued at such market quotations.

In order to validate market

quotations, we look at a number of factors to determine if the quotations are representative of fair value, including the

source and nature of the quotations.

Debt and equity securities that are not publicly traded or whose market prices are not

readily available are valued at fair value as determined in good faith by our Board of Directors or, during our time as BDC,

by the Valuation Committee of our Board of Directors, based on, among other things, the input of our executive management,

Audit Committee and independent third party valuation expert that may be engaged by management to assist in the valuation of

our portfolio investments.

Valuation determinations are in all cases made in conformity with the written valuation policies

and procedures respecting the valuation of Company investments.

Our financial

statements are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP.

application of GAAP requires that we make estimates that affect our reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during

the reporting period.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable

under the circumstances.

We evaluate our estimates and assumptions on an ongoing basis.

Our actual results may differ significantly

from these estimates.

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 5. Market for Registrant’s Common Equity