Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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, 2008 Compared to Year Ended December 31, 2007

The business of the Company in 2008 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 2008. 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, 2008 totaled $24,840, a decrease of $5,448, or 18.0%, compared to $30,288 incurred for the year ended December 31, 2007. The decrease is due primarily to the absence of professional service firms' fees related to preparation for the annual meeting in 2007; no annual meeting was held in 2008.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

The business of the Company in 2007 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 2007. The Company has had no employees since April 1, 2004. Direct administrative expenses of the Company for the year ended December 31, 2007 totaled $30,288, an increase of $16,285, or 116.3%, compared to $14,003 incurred for the year ended December 31, 2006. The increase is due primarily to the absence of a reversal of estimated expenses accrued at the end of 2005 and corrected in 2006 which reduced expenses in 2006 by $7,100, and by the increase in professional services related to preparation for the annual meeting in 2007; no annual meeting was held in 2006.

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. In December 2006, the Company sold through a private placement of unregistered securities 2.4 million shares of Common Stock for a total of $120,000. As reflected in the accompanying balance sheet at December 31, 2008, cash totals $45,073. Based on such balance and management's forecast of activity levels during the period that it may remain a "pubic shell" corporation, management believes that the present cash balance will be sufficient to pay its current liabilities and its administrative expenses as such expenses become due. 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.