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.





Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

The business of the Company in 2019 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 2019. 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, 2019 totaled $20,420, an increase of $546, or 2.7%, compared to $19,874 incurred for the year ended December 31, 2018. The increase in expenses relates primarily to increases in bookkeeping and audit fees.





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Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

The business of the Company in 2018 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 2018. 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, 2018 totaled $19,874, an increase of $1,296, or 7.0%, compared to $18,578 incurred for the year ended December 31, 2017. The increase in expenses relates primarily to increases in bookkeeping and 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        18,132
                          2019        530,022        19,989

                          Total     8,798,703     $ 291,454

As reflected in the accompanying balance sheet at December 31, 2019, cash totals $197. 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 2020. 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.

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