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Item 5. Market for Registrant’s Common Equity

2021-03-26 compared with 2020-03-27 · 8 added, 137 removed, 23 unchanged (86% of the section changed)

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

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

Market Information

The shares of our Common Stock are quoted

for trading on the over-the-counter market on what is commonly referred to as the electronic bulletin board, under the symbol “TGLO”.

The following table sets forth the range of high and low bid prices of our Common Stock for the periods indicated as reported by

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Holders of Common Stock

We had approximately 500 holders of

record of Common Stock as of March 23, 2020.

This does not reflect persons or entities that hold Common Stock in nominee or

“street”

We had approximately 493 holders of record

of Common Stock as of March 8, 2021.

This does not reflect persons or entities that hold Common Stock in nominee or “street”

name through various brokerage firms.

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Stock Performance Graph

As a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act, we have elected scaled disclosure reporting and therefore are not required to provide

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Repurchases of Equity Securities

SELECTED FINANCIAL DATA

As a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act, we have elected scaled disclosure reporting and therefore are not required to provide

the information required by this Item.

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

On December 20, 2017, our former Chief

Executive Officer and majority stockholder, Mr.

Egan entered into the Purchase Agreement with Delfin for the purchase by

Delfin of shares owned by Mr.

Egan representing approximately 70.9% of our Common Stock.

On the Closing Date, the former

officers and directors, including Mr.

Egan, resigned from their respective positions with the Company.

appointed the sole member of our Board and our sole executive officer.

In 2018, our Board appointed Mr.

Frederick Jones

as President, Chief Executive Officer, Chief Financial Officer, and Director of the Company, and Mr.

Nichols resigned from

his positions of President, Chief Executive Officer, Chief Financial Officer, Director, and any other directorships, offices

or other positions with the Company.

We currently have no material operations

Basis of Presentation of Financial Statements;

Going Concern

We received a report from our independent

registered public accountants, relating to our December 31, 2019 audited financial statements, containing an explanatory paragraph

regarding our ability to continue as a going concern.

As a shell company, our management believes that we will not be able to generate

operating cash flows sufficient to fund our operations and pay our existing current liabilities in the foreseeable future.

upon our current limited cash resources and without the infusion of additional capital and/or the continued forbearance of our

creditors, our management does not believe we can operate as a going concern beyond the next twelve months.

See “Future and

Critical Need for Capital”

section of this Management’s Discussion and Analysis of Financial Condition and Results

of Operations for further details.

Our financial statements have been prepared

in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

Accordingly, our condensed financial

statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might

be necessary should we be unable to continue as a going concern.

All Note references relate to accompanying

Notes to Financial Statements.

Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December

Commensurate with the sale of our Tralliance

business on September 29, 2008, we became a shell company, and have not had any material operations since then.

As a result, net

revenue was $0 for both of the years ended December 31, 2019 and 2018.

General and Administrative

General and administrative expenses

include only those customary public company expenses, including outside legal and audit fees, insurance and other related

public company costs.

General and administrative expenses totaled approximately $178,000 for the year ended December 31, 2019

and $237,000 for the year ended December 31, 2018.

The decrease was due to a decrease in legal fees related to additional

filings and securities work in 2018.

Related Party Transactions

Related party transaction expense was $0

for the year ended December 31, 2019 and $60,000 for the year ended 2018 and consisted of payment to a former officer in 2018.

Related Party Interest Expense

Related party interest expense for the years

ended December 31, 2019 and 2018 was approximately $34,000 and $9,000, respectively, and consisted of interest due and payable

to Delfin under the Bridge Note.

The increase is due to an increase in the amount of money borrowed from Delfin.

Net loss for the year ended December 31,

2019 was approximately $211,000 as compared to a net loss of approximately $307,000 for the year ended December 31, 2018.

Liquidity and Capital Resources

Future and Critical Need for Capital

The accompanying financial statements have

been prepared in accordance with accounting principles generally accepted in the U.S.

on a going concern basis, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business.

Accordingly, the financial statements

do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary

should we be unable to continue as a going concern.

However, for the reasons described below, our management does not believe that

cash on hand and cash flow generated internally by us will be adequate to fund our limited overhead and other cash requirements

beyond the next twelve months.

These reasons raise significant doubt about our ability to continue as a going concern.

In March 2018, the Company executed a Promissory

Note with Delfin, which was amended and restated in May 2018 to $150,000, in November 2018 to $350,000, in June 2019 to $465,000

and then again in November 2019 to increase the principal amount to up to $554,100 to pay certain accrued expenses, accounts payable

and to allow the Company to have working capital.

Interest accrues on the unpaid principal balance at a rate of 8% per annum, calculated on a 365/66 day year, as applicable.

The Promissory Note is due upon demand.

be prepaid in whole or in any part at any time prior to demand.

Management anticipates continued funding from Delfin

over the next twelve months as it determines the direction of the Company.

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.

Cash Flow Items

Year Ended December 31, 2019 Compared to Year Ended December

As of December 31, 2019, we had $86,961

in cash as compared to $5,895 as of December 31, 2018.

Net cash flows used in operating activities totaled

approximately $173,000 for the year ended December 31, 2019 compared to cash flows used in operating activities of approximately $295,000 for the year ended December 31, 2018.

Net cash flows provided by financing activities

totaled approximately $254,000 for the year ended December 31, 2019 compared to $300,000 for the year ended December 31, 2018.

Contractual Obligations

As a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act, we have elected scaled disclosure reporting and therefore are not required to provide

the table required by (a)(5) of this Item.

Off-Balance Sheet Arrangements

As of December 31, 2019, we did not have

any material off-balance sheet arrangements that have or are reasonably likely to have a material effect on our current or future

financial condition, revenues or expenses, results of operations, liquidity, or capital resources.

Effects of Inflation

Management believes that inflation has not

had a significant effect on our results of operations during 2019 and 2018.

Critical Accounting Policies and Estimates

The preparation of our financial statements

in conformity with accounting principles generally accepted in the U.S.

requires us to make estimates and assumptions that affect

the 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.

Our estimates, judgments and assumptions

are continually evaluated based on available information and experience.

Because of the use of estimates inherent in the financial

reporting process, actual results could differ from those estimates.

Certain of our accounting policies require higher degrees

of judgment than others in their application.

These include valuations of accounts payable and accrued expenses.

Impact of Recently Issued Accounting Standards

Management has determined that all recently

issued accounting pronouncements will not have a material impact on our financial statements or do not apply to our operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,”

FINANCIAL DATA

As a “smaller reporting company,”

as defined by Rule 12b-2 of the Exchange Act, we have elected scaled disclosure reporting and therefore are not required to provide

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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-K

Item 5. Market for Registrant’s Common Equity