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, 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.

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.

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
2020        511,789         34,980

Total     9,310,492     $  326,434




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As reflected in the accompanying balance sheet at December 31, 2020, 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 2021. 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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