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.
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Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
The business of the Company in 2021 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 2021. 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.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
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, 2020 totaled $24,730 an increase of $4,310, or 21.1%, compared to
$20,420 incurred for the year ended December 31, 2019. 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:
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
Total 9,590,051 $ 353,769
As reflected in the accompanying balance sheet at December 31, 2021, cash totals
$203. 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 2022. 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.
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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.
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