Overview

Following the Net Asset Sale on March 31, 2004, the Company became a public shell with no revenue generating activities. The Company intends to build long-term shareholder value by acquiring and/or investing in and operating strategically positioned entities and business operations. The Company expects to target entities and business operations in multiple industry groups. The Company has yet to acquire, or enter into an agreement to acquire, any entity or business operations.



                                                                              13

  Table of Contents

We have historically relied on Dorman Industries, LLC to fund our ongoing administrative expenses. Dorman Industries, LLC has recently advised us that it will not fund our ongoing expenses after this Annual Report on Form 10-K is filed. Therefore, unless we find an alternative source of funding or acquire an operating business, we will be unable to continue our ongoing reporting obligations and this may be the last filing we make with the SEC. We cannot assure you that we will be successful in our efforts to locate financing or acquire an operating business or that any such acquisition will result in our future profitability. Our failure to successfully find alternative financing sources will result in our no longer being able to make public filings and could have a material adverse effect on the market price of our common stock and our ability to acquire a target business. Our failure to successfully acquire an operating business could have a material adverse effect on the market price of our common stock and our business, financial condition and results of operations.

Results of Operations

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

The business of the Company in 2022 includes only its consideration of various investment opportunities and incurring administrative expenses related to legal, accounting and administrative activities. The Company had no revenue generating activities in 2022. The Company has had no employees since April 1, 2004. The administrative activities of the Company since April 1, 2004 have been performed by the Chairman, who also serves as the CEO, President and Principal Financial Officer. Direct administrative expenses of the Company for the year ended December 31, 2022 totaled $33,145 an increase of $5,777, or 21.1%, compared to $27,368 incurred for the year ended December 31, 2021. The increase in expenses relates primarily to increases in printing and SEC filing services and in audit fees.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

The business of the Company in 2020 includes only its consideration of various investment opportunities and incurring administrative expenses related to legal, accounting and administrative activities. The Company had no revenue generating activities in 2020. The Company has had no employees since April 1, 2004. The administrative activities of the Company since April 1, 2004 have been performed by the Chairman, who also serves as the CEO, President and Principal Financial Officer. Direct administrative expenses of the Company for the year ended December 31, 2021 totaled $27,368 an increase of $2,638, or 10.7%, compared to $24,730 incurred for the year ended December 31, 2020. The increase in expenses relates primarily to increases in printing and SEC filing services and in audit fees.

Liquidity and Capital Resources

Primary sources of liquidity since the Company became a "public shell" following the March 31, 2004 Net Asset Sale have been cash balances that have been used to pay administrative expenses. Operating expenses of the Company have been funded with $30,000 of available cash retained from the Net Asset Sale and from $50,000 of cash generated by the sale of additional shares of common stock to Dorman Industries on April 1, 2004. Subsequent thereto, the Company sold shares of unregistered securities through private placement in the following amounts:



                                                                              14

  Table of Contents

Year      Shares      Proceeds
2006     2,400,000    $ 120,000
2010       500,000       15,000
2011       375,000       15,000
2012     1,500,000       15,000
2013       361,767       10,853
2014       733,300       21,803
2015       394,506       15,780
2016       523,867       18,635
2017       955,883       21,262
2018       524,358       17,710
2019       530,022       19,989
2020       511,789       34,980
2021       279,559       27,757
2022        74,339       13,060

Total    9,664,390    $ 366,829

As reflected in the accompanying balance sheet at December 31, 2022, cash totals $22. Based on such balance and management's forecast of activity levels during the period that it may remain a "public shell" corporation, management will have to again sell through private placement a number of additional shares of common stock to generate sufficient cash to pay its current liabilities and its administrative expenses as such expenses become due in 2023. The Company has not identified as yet potential acquisition candidates, the acquisition of which would mean that the Company would cease being a "public shell" and begin operating activities.

While it is the Company's objective to ultimately be able to use the securities of the Company as a currency in the acquisition of portfolio businesses, the initial acquisitions of portfolio businesses may require the Company to be infused with additional capital thereby diluting the Company's shareholders, including Dorman Industries to the extent that it does not participate in the capital infusion.

© Edgar Online, source Glimpses