What changed in this filing

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Item 1A. Risk Factors

2021-03-26 compared with 2020-03-27 · 51 added, 43 removed, 153 unchanged (38% of the section changed)

Risks Relating to Our Business

We may not be able to continue as a going concern.

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doubt about our ability to continue as a going concern.

At December 31, 2019, we had a net working

capital deficit of approximately $543,000.

This deficit included accrued expenses of approximately $24,000, accounts payable of

approximately $9,000 and approximately $597,000 in principal and accrued interest owed under the Promissory Note with Delfin, the

Company’s majority stockholder.

Delfin Midstream LLC (“Delfin”),

the Company’s majority stockholder, has continued to fund the Company through loans to the Company.

See the section of this

annual report entitled “Item 7.

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

– Liquidity and Capital Resources.” At December 31, 2020, the Company had a net working capital deficit of approximately

This deficit included accrued expenses of approximately $24,000, accounts payable of approximately $2,000 and approximately

$689,000 in principal and accrued interest owed under the Promissory Note with Delfin.

On a short term liquidity basis, we must

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Any equity capital raised may result

in substantial dilution in the number of outstanding shares of our Common Stock.

We intend to use the proceeds from the 2018 Promissory

Note and seek other loans from Delfin and related entities, if necessary, to fund our public company operating costs while we explore

our options related to the future of theglobe.

in substantial dilution in the number of outstanding shares of our common stock, par value $0.001 per share (“Common Stock”).

We intend to use the proceeds from the 2018 Promissory Note and seek other loans from Delfin and related entities, if necessary,

to fund our public company operating costs while we explore our options related to the future of theglobe.

Through December 2020, we borrowed a total

of $554,100 under an amended and restated promissory note from Delfin.

of $600,000 under an amended and restated promissory note from Delfin, which was increased to $637,500 in February 2021.

coronavirus (COVID-19) pandemic and its impact on debt and equity markets could have a material adverse effect on our financial condition

and ability to operate as a going concern.

In December 2019, a novel strain of coronavirus (COVID-19) was

reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout other parts of the world, including

the United States.

The outbreak of the coronavirus has resulted in a widespread health crisis and has adversely affected the economies

and financial markets worldwide, business operations and the conduct of commerce generally.

In particular, the global capital markets

are experiencing and may continue to experience periods of disruption and instability, which could be prolonged and which could

materially and adversely impact the broader financial and credit markets.

Such disruption could have a material adverse effect

on our ability to raise additional funds through the offering of debt or equity securities, which in turn could impact our ability

to operate as a going concern beyond the next twelve months

Our management may have other interests that may conflict

with the interests of our stockholders.

Jones became our Chief Executive

Officer in 2018.

Jones currently serves as the Chief Executive Officer of Fairwood, which is a material stockholder of

Delfin, our controlling stockholder.

Jones is a material stockholder of Delfin and also maintains directorships,

investments and participations with and in other companies and entities, including those that may be involved in the gas

and/or energy business.

Although there are currently no relationships between the Company and these entities, Mr.

to his relationship with such entities, will have an inherent conflict of interest in making any decision related to

transactions between the related entities and the Company.

Jones became our Chief Executive Officer

Jones currently serves as the Chief Executive Officer of Fairwood, which is a material stockholder of Delfin, our

controlling stockholder.

Jones is a material stockholder of Delfin and also maintains directorships, investments and participations

with and in other companies and entities, including those that may be involved in the gas and/or energy business.

Although there

are currently no relationships between the Company and these entities, Mr.

Jones, due to his relationship with such entities, will

have an inherent conflict of interest in making any decision related to transactions between the related entities and the Company.

Furthermore, since Mr.

Jones is also the sole member of our Board,

our Board presently is not “independent.”

In the event that we have independent directors in the future, we

intend to review related party transactions on a case-by-case basis.

Jones is also the sole member of our Board of Directors (the “Board”), our Board presently is

not “independent.” In the event that we have independent directors in the future, we intend to review related party

transactions on a case-by-case basis.

We currently have no business operations and are a shell

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Tralliance Purchase Transaction, we became a shell company with no material operations or assets, and no source of revenue other

than under the “net revenue”

earn-out arrangement with Tralliance Registry Management.

than under the “net revenue” earn-out arrangement with Tralliance Registry Management.

We expect that our future operating

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investment company under the Investment Act of 1940 and we may incur significant costs to avoid investment company status.

We do not believe that we are an “investment

company”

as defined by the Investment Company Act of 1940.

We do not believe that we are an “investment

company” as defined by the Investment Company Act of 1940.

If the Securities and Exchange Commission, or SEC, or a court

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limit the ability of our other stockholders to influence future corporate action.

In connection with the Purchase Agreement,

as described above, Delfin purchased an aggregate of 312,825,952 shares of our Common Stock, representing approximately 70.9% of

the issued and outstanding shares of our Common Stock.

Accordingly, Delfin continues to be in a position to control the vote on

all corporate actions in the future.

As of December 31, 2020, our majority stockholder,

Delfin Midstream LLC, holds approximately 70.9% of the issued and outstanding shares of our Common Stock.

Accordingly, Delfin continues

to be in a position to control the vote on all corporate actions in the future.

The delisting of our Common Stock makes it more difficult

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from the NASDAQ national market in April 2001 and are now traded in the over-the-counter market on what is commonly referred to

as the electronic bulletin board or “OTCBB.”

As a result, an investor may find it more difficult to dispose of or obtain

as the electronic bulletin board or “OTCBB.” As a result, an investor may find it more difficult to dispose of or obtain

accurate quotations as to the market value of the securities, if at all.

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investors could suffer losses in their investment in our Common Stock.

Our Common Stock is subject to certain “penny stock”

rules which may make it a less attractive investment.

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including requirements that they make an individualized written suitability determination for the purchaser;

and receive the purchaser’s

written consent prior to the transaction.

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With limited exceptions related to restrictive

securities acquired before we became a “shell company,”

holders of our restricted securities are limited in their ability

securities acquired before we became a “shell company,” holders of our restricted securities are limited in their ability

to resell their securities pursuant to Rule 144.

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terms could have a materially adverse impact on our business, financial condition and operating results.

UNRESOLVED STAFF COMMENTS

STAFF COMMENTS

The Company does not own or lease any property.

We currently use the offices of Delfin at no cost to us.

LEGAL PROCEEDINGS

MINE SAFETY DISCLOSURES

SAFETY DISCLOSURES

Not applicable.

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