Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company currently has no operating businesses and will seek acquisitions as part of its strategic alternatives. Its only costs are the administrative expenses required to make the regulatory filings needed to maintain its public status. These costs are estimated at $25,000 to $50,000 per year.

Results of Operations

For the three months ended June 30, 2012, the Company incurred $10,130 of administrative expenses up from $3,040 of expenses in the three months ended June 30, 2011, due to increased legal fees for various administrative matters. For the six months ended June 30, 2012, the Company incurred $27,403 of expenses up from $19,479 of expenses in the six months ended June 30, 2011, due to increased legal and accounting fees.

The company invests in marketable securities that are subject to a publicly disclosed acquisition offer but are trading below the proposed acquisition price. During the three months ended June 30, 2012, the company recorded $590 of net realized and unrealized gains from this activity, as compared to net gains of $1,527 in the three months ended June 30, 2011. During the six months ended June 30, 2012, the company recorded $1,788 of net realized and unrealized gains from this activity, as compared to net gains of $5,938 in the six months ended June 30, 2011. In addition, the Company also received $0 in dividend income for the three months ended June 30, 2012 as compare to $324 for the three months ended June 30, 2011, also as a result of this marketable security program. During the six months ended June 30, 2012, the company recorded $290 of dividend income as compared to $552 of dividend income in the six months ended June 30, 2011. Interest income from the Company investment in a United States Treasury money market fund was $8 during the three months ended June 30, 2012 as compared to $13 during the three months ended June 30, 0 2011 period as the result of the lower rates of return on Treasury securities in 2012. Comparable amounts for the six month periods ended June 30, were $8 in 2012 and $48 in 2011.

Liquidity and Capital Resources

As of June 30, 2012, the Company's only assets consisted of cash and cash equivalents of $321,832 and a capital loss carry forward of about $4.5 million which it expects will substantially expire in 2013. The ability to utilize this carry forward is dependent on the Company's ability to generate a capital gain prior to its expiration.

In August 2010, the Company's stock transfer agent mistakenly escheated to the State of Connecticut the 276,250 shares of the Company's stock owned by Mario J. Gabelli, the Company's Chairman of the Board and Chief Executive Officer. Those shares represented 9.0415% of the Company's stock then outstanding. All of those shares were subsequently sold by the State of Connecticut and Mr. Gabelli was unable to recover them. It is anticipated that Mr. Gabelli will reach a settlement agreement with the transfer agent under which the transfer agent will make a payment to the Company of $57,704.90, the amount required to pay the price of $0.19 per share for 303,710 shares of its stock. That is the number of shares required to return Mr. Gabelli to his previous ownership position of 9.0415% of the Company's outstanding stock. Upon receipt of this payment, the Company will issue 303,710 shares of its stock to Mr. Gabelli. The Company anticipates that this payment will be received and the corresponding shares issued in August 2012. Upon the issuance of such shares, there will be 3,359,055 shares of the Company's stock outstanding.

Off Balance Sheet Arrangements

None.