Item 7. Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
As a shell company, we currently have no material operations or assets.
6
Table of Contents
Basis of Presentation of Financial Statements; Going Concern
We received a report from our independent registered public accountants, relating to our December 31, 2025 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. Based 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 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, 2025 Compared to Year Ended December 31, 2024
Net Revenue
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, 2025 and 2024.
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 $132,000 for the year ended December 31, 2025 and $127,000 for the year ended December 31, 2024. The increase was due to an increase in legal as well as an increase in accounting fees in the current year as compared to prior year.
Related Party Interest Expense
Related party interest expense for the years ended December 31, 2025 and 2024 was approximately $94,000 and $85,000, 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
Net loss for the year ended December 31, 2025 was approximately $226,000 as compared to a net loss of approximately $205,000 for the year ended December 31, 2024 as a result of an increase in legal and accounting fees as well as related party interest expense.
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.
7
Table of Contents
In March 2018, the Company executed a promissory note with Delfin for $50,000 (as amended and restated from time to time, the “Promissory Note”), which was amended and restated several times over the years to $1,220,000, which was our balance at December 31, 2025. The Promissory Note is used 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. It may 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. In January 2026, the Company restated the Promissory Note an additional $36,000, which is included in the exhibits below.
Delfin, the Company’s majority stockholder, has continued to fund the Company through loans to the Company (see Note 3). At December 31, 2025, the Company had a net working capital deficit of approximately $1,709,000. This deficit included accrued expenses of approximately $29,000, accounts payable of approximately $4,000 and approximately $1,680,000 in principal and accrued interest owed under the Promissory Note with Delfin.
Cash Flow Items
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
As of December 31, 2025, we had $3,632 in cash as compared to $23,750 as of December 31, 2024. Net cash flows used in operating activities totaled approximately $127,000 for the year ended December 31, 2025 compared to cash flows used in operating activities of approximately $121,000 for the year ended December 31, 2024.
Net cash flows provided by financing activities totaled approximately $107,000 for the year ended December 31, 2025 compared to approximately $136,000 for the year ended December 31, 2024.
Off-Balance Sheet Arrangements
As of December 31, 2025, 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.
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. Our company does not have any as of December 31, 2025.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
8
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.