Arena Group Holdings, Inc. - Quarter Report: 2016 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-12471

INTEGRATED SURGICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

(310) 526-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨     No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨     No  þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes þ     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ     No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ or No ¨

As of October 21, 2016, the Registrant had 9,530,379 shares of common stock outstanding.

Integrated Surgical Systems, Inc.

Form 10-Q

For the nine and three months ended September 30, 2016

Table of Contents

Part I. Financial Information

Item 1. Condensed Financial Statements 

Integrated Surgical Systems, Inc.

Condensed Balance Sheets

See accompanying notes to condensed financial statements

Integrated Surgical Systems, Inc.

Condensed Statements of Comprehensive Loss

(Unaudited)

See accompanying notes to condensed financial statements

Integrated Surgical Systems, Inc.

Condensed Statements of Comprehensive Loss

(Unaudited)

See accompanying notes to condensed financial statements

Integrated Surgical Systems, Inc.

Condensed Statements of Cash Flows

(Unaudited)

See accompanying notes to condensed financial statements

Integrated Surgical Systems, Inc.

Condensed Statement of Changes in Stockholders’ Equity (unaudited)

See accompanying notes to condensed financial statements

Integrated Surgical Systems, Inc.

Notes to Condensed Financial Statements (unaudited)

1. Organization and Operations

Integrated Surgical Systems, Inc. (the “Company”) was incorporated in Delaware in 1990 to design, manufacture, sell and service image-directed, computer-controlled robotic software and hardware products for use in orthopedic surgical procedures.  On June 28, 2007, the Company completed the sale of substantially all of its operating assets.  After completion of the sale, the Company no longer engaged in any business activities related to its former business, described above. The Company’s current operations are limited to completing a business combination or strategic alliance.

As of September 20, 2016, the Company signed a letter of intent to pursue the acquisition of theMaven Network, Inc. and on October 14, 2016, it signed a share exchange agreement with theMaven Network, Inc. and its shareholders to acquire the company as a wholly owned subsidiary. The closing is expected to take place within a few weeks, but before December 31, 2016.

If the Company does not complete the above mentioned acquisition of theMaven Network, Inc., then the Company does not have an estimate as to when it will complete a qualified merger, acquisition, or strategic alliance. There is no assurance that such opportunities will be available, or if available, upon favorable terms. If the Company is unsuccessful in completing a suitable merger, acquisition or strategic alliance, then the Board of Directors may liquidate the Company and distribute all its remaining assets, which consist primarily of cash and available-for-sale securities, to its stockholders.

The Company believes that if it identifies and completes a suitable merger, acquisition or strategic alliance target, it may need additional capital to complete the transaction or fund the continuing acquired operations. The Company, at this time, cannot estimate the amount of financing it may need for a transaction. There is no assurance that it will be able to obtain any required funding for a transaction, or that if it is obtainable it will be on acceptable terms.

2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements and related notes have been prepared in accordance with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed balance sheet at December 31, 2015 has been derived from the Company’s audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of September 30, 2016, the results of operations and cash flows for the nine months then ended have been included. These condensed financial statements should be read in conjunction with the financial statements of the Company and the Company’s management discussion and analysis included in the Company’s Form 10-K for the year ended December 31, 2015. Interim results are not necessarily indicative of the results for a full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses for the reporting period.  Actual results could materially differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include checking and money market accounts held in two financial institutions. The Company has a checking account at one institution with a balance of approximately $303,000 at September 30, 2016. The funds in this account are fully guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company has a brokerage account with a second financial institution, with a cash balance of approximately $176,000 at September 30, 2016. Assets in this brokerage account are protected by the Securities Investor Protection Corporation (“SIPC”) up to $500,000 (with a limit of $250,000 for cash).   Throughout the year, the account balances at these institutions periodically exceed FDIC and SIPC insurance coverage; however, the Company has not experienced losses in these accounts and believes it is not exposed to any significant credit risk.

Stock-Based Compensation

Compensation costs for stock, warrants or options issued to employees and non-employees are based on the fair value method and accounted for in accordance with FASB ASC 718, ” Compensation – Stock Compensation.”  The value of warrants and options are calculated using a Black-Scholes Model, using the market price of the Company’s common stock on the date of issuance for the employee options or warrants and the date of commitment for non-employee options or warrants, an expected dividend yield of zero, the expected life of the warrants or options and the expected volatility of the Company’s common stock.

Investments in Available-for-Sale Securities

The Company has a portfolio of investments in available-for-sale debt securities, which consist of fixed income debt securities, and which are accounted for in accordance with FASB ASC 320, “Investments - Debt and Equity Securities.”  Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date.  Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, if any, are reported as other comprehensive income, a separate component of stockholders’ equity.

Fair Value Measurement

FASB ASC 820 “Fair Value Measurements and Disclosures” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In accordance with FASB ASC 820, the Company measures its cash equivalents, investments in available-for-sale securities, and derivative liability at fair value. The company classifies its cash equivalents and investments in available for sale securities within Level 1 or Level 2 in the fair value hierarchy because the company uses quoted market prices or alternative pricing sources and models utilizing observable market inputs to determine their fair value. The Company’s derivative liability is classified within Level 3.

The carrying value of other current assets and liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments.

Income Taxes

Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse.  A valuation allowance is provided when realization is not considered more likely than not.

The Company applies the provisions of FASB ASC 740, “Income Taxes.”  ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company’s policy is to classify expenses as a result of income tax assessments as interest expense for interest charges and as penalties in general and administrative expenses for penalty assessments.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

3.  Income (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period plus dilutive common stock equivalents, using the treasury stock method.

Common stock equivalents for convertible preferred stock of 1,101,281 and 1,321,537 shares were excluded from the calculation of loss per share for the nine months and three months ended September 30, 2016 and 2015, respectively, because they were not dilutive; these shares would have been dilutive if the Company had not had a net loss for the these periods.

Stock options for the purchase of 175,000 and 200,000 shares of the Company’s common stock were excluded from the calculation of income per share for the nine months and three months ended September 30, 2016 and 2015, respectively, because they were anti-dilutive.

4.  Notes Receivable

The Company has the following notes receivable:

On August 11, 2016, the Company entered into a term note agreement (“Term Note”) with theMaven Network, Inc. (“Borrower”) for a loan of $150,000, plus expenses incurred by the Company in connection with the execution of this term note. The note is due at the earlier of (1) February 13, 2017, or (ii) the occurrence of certain events, as defined in the agreement. The note is secured by a personal guarantee of the principal officer of the Borrower (“Borrower Officer”). The $150,000 amount was guaranteed by MDB until the extension of additional principal as described below. The principal amount as of August 11, 2016, including expenses incurred by the Company, is $155,451. The Term Note provides that the principal amount of the loan would be increased by $350,000 (“Additional Amount”), plus expenses incurred by the Company in connection with the Term Note, if and when the Borrower Officer provides additional security for the total loan amount in the form of a mortgage on certain real estate (the “Mortgage”).  The Mortgage was provided in late August and the Company subsequently extended the Additional Amount to Borrower.  The interest rate on the borrowed amount is 8% per annum.  The loan agreement contains additional covenants, representations and events of default.

The Term Note was amended on August 25, 2016 to provide details of the Mortgage.  The Term Note was further amended on September 26, 2016 to extend an additional $125,000 to the Borrower.  This additional $125,000 of principle is guaranteed by MDB. As of September 30, 2016, the aggregated principal amount under the Term Note, including expenses incurred by the Company, is $638,351.

5.  Investment in Available-for-Sale Securities

The following is a summary of the Company’s investments in available-for-sale securities as of September 30, 2016 (unaudited):

The following is a summary of the Company’s investments in available-for-sale securities as of December 31, 2015:

The cost and fair value of investments in fixed income available-for-sale debt securities, by contractual maturity, as of September 30, 2016 (unaudited), are as follows:

Expected maturities will differ from contractual maturities because the issuers of certain debt securities have the right to call or prepay their obligations without any penalties.  The Company has classified the entire fair value of its investments in available-for-sale debt securities as current assets in the accompanying condensed balance sheets.

6.  Redeemable Convertible Preferred Stock and Conversion Feature Liability

The Company’s Certificate of Incorporation authorized 1,000,000 shares of undesignated, serial preferred stock. Preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to determine the rights, preferences, privileges, and restrictions granted to and imposed upon any wholly unissued series of preferred stock and designation of any such series without any further vote or action by the Company’s stockholders.

As of September 30, 2016 and December 31, 2015, the Company’s only outstanding series of convertible preferred stock is the Series G Convertible Preferred Stock (“Series G”).

The Series G stock has a stated value of $1,000 per share, and is convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock on its listed market over the five trading days preceding the date of conversion (“Beneficial Conversion Feature”), subject to a maximum conversion price. The number of shares of common stock that may be converted is determined by dividing the stated value of the number of shares of Series G to be converted by the conversion price. The Company may elect to pay the Series G holder in cash at the current market price multiplied by the number of shares of common stock issuable upon conversion.

For the nine months ended September 30, 2016 and the year ended December 31, 2015, no shares of Series G were converted into shares of common stock.  At September 30, 2016 and December 31, 2015, the outstanding Series G shares were convertible into a minimum of 1,101,281 and 1,321,537 shares of common stock, respectively.

Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G, each holder of the Series G has the option to deem such transaction as a liquidation and may redeem his or her shares at the liquidation value of $1,000, per share, for an aggregate amount of $168,496.  The sale of all the assets on June 28, 2007 triggered the preferred stockholders’ redemption option.  As such redemption is not in the control of the Company, the Series G stock has been accounted for as if it was redeemable preferred stock and is classified on the balance sheet between liabilities and stockholders’ equity.

The conversion feature of the preferred stock is considered a derivative according to ASC 815 “Derivatives and Hedging”, therefore, the fair value of the derivative is reflected in the financial statements as a liability, which was determined to be $88,395 as of September 30, 2016 (unaudited), and has been included as “conversion feature liability” on the accompanying condensed balance sheets. As of December 31, 2015, the fair value of the derivative was determined to be $76,343.

The fair value of the conversion feature liability is calculated under a Black-Scholes Model, using the market price of the Company’s common stock on each of the balance sheet dates presented, the expected dividend yield, the expected life of the redemption and the expected volatility of the Company’s common stock.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and considering factors specific to the conversion feature liability. Since some of the assumptions used by the Company are unobservable, the conversion feature liability is classified within the level 3 hierarchy in the fair value measurement.

The expected volatility of the conversion feature liability was based on the historical volatility of the Company’s common stock. The expected life assumption was based on the expected remaining life of the underlying preferred stock redemption. The risk-free interest rate for the expected term of the conversion feature liability was based on the average market rate on U.S. treasury securities in effect during the applicable quarter. The dividend yield reflected historical experience as well as future expectations over the expected term of the underlying preferred stock redemption. Therefore, the fair value of the conversion feature liability is sensitive to changes in above assumptions and changes of the Company’s common stock price.

The table below shows the quantitative information about the significant unobservable inputs used in the fair value measurement of level 3 conversion feature liability:

The changes in the fair value of the derivative are as follows:

7.  Stock-based compensation

For the nine months ended September 30, 2016, the Company had no activity related to stock options. As of September 30, 2016, a summary of options outstanding under the Company’s 2014 options grant was as follows:

The Company agreed to compensate each director in the amount of $25,000 per year, payable quarterly, beginning on January 1, 2016. Such compensation may be paid to each director either in the form of cash, or the Company’s common stock or a combination thereof at the election of such director which may be changed during the year with respect to future payments. The Company compensated one of its directors by issuing common stock, one of its directors by issuing common stock and in cash, and the third director in cash for services rendered in 2016. The Company compensated two of its four directors by issuing common stock, and two directors in cash for services rendered in 2015. The number of shares issued to each director was determined based upon the equivalent cash compensation accrued divided by the closing price of the Company’s common stock on the date that the compensation is fully earned each quarter, which is the last day of such quarter. The Company recorded stock-based compensation expense of $9,375 and $28,125 for the three and nine months ended September 30, 2016 for two directors, which was recorded as common stock to be issued.

On January 11, 2016, the Company issued 41,667 shares of common stock to each of two directors as compensation for the three months ended December 31, 2015. These shares, totaling 83,334, were valued at a per share price of $0.15, or a total of $12,500.

On April 12, 2016, the Company issued 39,063 shares of common stock to one director, and 19,531 shares of common stock to a second director as compensation for the three months ended March 31, 2016. These shares, totaling 58,594, were valued at a per share price of $0.16, or a total of $9,375 (unaudited).

On July 11, 2016, the Company issued 39,063 shares of common stock to one director, and 19,531 shares of common stock to a second director as compensation for the three months ended June 30, 2016. These shares, totaling 58,594, were valued at a per share price of $0.16, or a total of $9,375 (unaudited).

On October 4, 2016, the Company issued 31,251 shares of common stock to one director, and 15,625 shares of common stock to a second director as compensation for the three months ended September 30, 2016. These shares, totaling 46,876, were valued at a per share price of $0.20, or a total of $9,375 (unaudited).

8.  Related Party Transactions

The Company entered into an Investment Banking Advisory Services agreement in November 2007 with MDB Capital Group LLC (“MDB”), and the parties extended this agreement indefinitely in April 2009.  The agreement may be terminated by either party upon 30-days written notice.

The Company has a securities investment account with MDB, consisting of (a) available-for-sale investments totaling $1,097,470, that include short-term federal securities of $4,951, and certificates of deposit, municipal securities and corporate debt securities totaling $1,092,519 at September 30, 2016 (unaudited), and (b) available-for-sale investments totaling $1,776,185, that include short-term federal securities of $4,885, certificates of deposit, municipal securities and corporate debt securities totaling $1,771,300 at December 31, 2015.

Mr. Christopher Marlett, the Chief Executive Officer and director of the Company, is also the Chief Executive Officer of MDB. Mr. Gary Schuman, who is the Chief Financial Officer of the Company, is also the Chief Financial Officer and Chief Compliance Officer of MDB.  The Company compensates for Mr. Schuman’s services in the amount of $3,000 per month, totaling $27,000 for the nine months ended September 30, 2016 and 2015 (unaudited).  Mr. Robert Levande, who is an officer and director of the Company, is also a senior managing director of MDB. In addition to shares of common stock (as discussed in Note 6), Mr. Levande was compensated $9,375 for his services as director for the nine months ended September 30, 2016 (unaudited).

MDB has guaranteed $125,000 of the principle amount due on the Term Note from theMaven Network, Inc. described in Note 4 above. This guarantee will terminate upon the completion of the acquisition of theMaven Network, Inc. which is described in Note 1 above and Note 10 below.

9.  Commitments and Contingencies

From time to time, the Company may be subject to other claims and litigation arising in the ordinary course of business.  The Company is not currently a party to any legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations.

The Company may have a liability for additional state franchise taxes payable in the amount of approximately $44,000, plus interest at 18% per annum, for the years 2008-2014. Because of state statutory provisions, the underpaid amount will only be due once assessed and demanded by the state.  The tax liability and associated interest has not been included as an accrued liability because management has determined that the likelihood of the state making the assessment is low.  Depending on circumstances, management may change its estimate of the probability of an assessment and establish either an accrual or record a payment for the tax liability if assessed.

10.  Subsequent Events

On October 14, 2016, the Company entered into a share exchange agreement under which the company will acquire theMaven Network, Inc. (“Maven”) in an exchange of shares, whereby Maven will become a wholly owned subsidiary of the Company.  The number of shares of the Company to be issued for the equity of Maven will be determined by a formula, and it is anticipated that the Company will issue approximately 55% of its issued and outstanding common stock immediately after the transaction.  At the closing, it is agreed that one of Maven’s directors will become a director of the Company and several of their officers will also become officers of the Company under their current employment arrangements. The consummation of the acquisition is subject to various conditions precedent, as defined in the agreement, for each of the parties to the agreement. The Company anticipates the closing taking place within a few weeks.

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

Forward-Looking Statements

The discussion in this Quarterly Report on Form 10-Q contains forward-looking statements. Such forward-looking statements are based on current expectations, estimates and projections and certain assumptions made by management of Integrated Surgical Systems, Inc. (the “Company”). Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “could,” “would,” “may,” “on target,” “envisions,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (“SEC”), particularly the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

The following discussion should be read in conjunction with the unaudited financial statements and notes thereto in Part I, Item 1 of this Quarterly Report on Form 10-Q and with the audited financial statements and Notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations that are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed with the SEC.

Overview

The Company was founded to design, manufacture, sell and service image-directed, computer-controlled robotic software and hardware products for use in orthopedic surgical procedures. On June 28, 2007, the Company completed the sale of substantially all of its assets.  After the sale, the Company became inactive, and it is no longer engaged in any business activities related to its former business.  The Company’s current operations are limited to completing a business combination or strategic alliance.

As of September 30, 2016, the Company had no employees, and the Company relies on outside contractors to perform basic and necessary services.

Results of Operations

Nine Months Ended September 30, 2016 and 2015

For the nine months ended September 30, 2016 and 2015, the Company had a net loss of $210,689 and $164,051, respectively. The increase in net loss was due primarily to an increase in certain administrative expenses and a decrease in net interest income, and offset by an increase in the change in fair value of the conversion feature liability versus the prior period and by a decrease in director compensation in the current period versus the prior period. General and administrative expenses were $220,900 and $179,694 for the nine months ended September 30, 2016 and 2015, respectively. The increase in administrative expenses is due primarily to an increase in legal expenses of approximately $43,400 related to potential acquisition opportunities, offset by a decrease of approximately $12,500 of director compensation expense compared to the same period in 2015. The Company had a realized gain in available-for-sale securities for the nine months ended September 30, 2016 of approximately $2,900, and a realized gain for the nine months ended September 30, 2015 of approximately $1,700. Net interest income decreased by approximately $5,500 in the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015. Change in fair value of conversion feature was an increase of approximately $12,100 for the nine months ended September 30, 2016, due to the change in fair value of the conversion feature of the Company’s convertible preferred stock; the change in value was an increase of approximately $11,000 for the same period in 2015.

Three Months Ended September 30, 2016 and 2015

For the three months ended September 30, 2016 and 2015, the Company had a net loss of $94,162 and $52,121, respectively. The increase in net loss was due primarily to an increase in certain administrative expenses in the current period versus the prior period, offset by a decrease in the change in fair value of the conversion feature liability versus the prior period. General and administrative expenses were $102,009 and $49,640 for the three months ended September 30, 2016 and 2015, respectively. The increase in administrative expenses is due primarily to the increase of approximately $42,800 of legal expense related to potential acquisition opportunities compared to the same period in 2015. The Company had a realized gain in available-for-sale securities for the three months ended September 30, 2016 of approximately $100, and a realized gain for the three months ended September 30, 2015 of approximately $200. Net interest income increased by approximately $2,900 in the three months ended September 30, 2016 compared to the three months ended September 30, 2015. Change in fair value of conversion feature was a increase of approximately $2,900 for the three months ended September 30, 2016, due to the change in fair value of the conversion feature of the Company’s convertible preferred stock; the change in value was an increase of approximately $10,500 for the same period in 2015.

Liquidity and Capital Resources

The Company believes that existing cash, cash equivalents, and short-term available-for-sale securities will provide sufficient working capital for the Company to meet its operating plan for the next twelve months, assuming no acquisition or other combination event being consummated.  The Board of Directors, including a director as its Chief Executive Officer, another director as its Secretary, and the Chief Financial Officer of a related party as the Company’s Chief Financial Officer assist the Company with its continuing obligations under the federal securities laws and assist with the Company’s plan to evaluate various merger, acquisition, or strategic alliance opportunities. None of these individuals receive additional compensation, other than that which is disclosed herein, for providing this assistance. If the Company does not complete the acquisition of theMaven Network, Inc. as described elsewhere in its SEC filings, the Company does not have an estimate as to when it will complete a qualified merger, acquisition, or strategic, and there is no assurance that such opportunities will be available, or if available, upon favorable terms.  If the Company is unsuccessful in completing a suitable merger, acquisition or strategic alliance, then the Board of Directors may liquidate the Company and distribute all its remaining assets, which consist primarily of cash and available-for-sale securities, to its stockholders.

The Company believes that if it completes a suitable merger, acquisition or strategic alliance target, it will need additional capital to complete the transaction and continued funding of any acquired business. The Company, at this time, cannot estimate the amount of financing it may need for a transaction or acquired business. There is no assurance that it will be able to obtain any required funding for a transaction, or that if it is obtainable it will be on acceptable terms.

The Company anticipates that it will incur operating losses from operations in the next twelve months, until it enters into a suitable merger, acquisition or strategic alliance transaction, or until its liquidation.

Cash used in operating activities for the nine months ended September 30, 2016 was approximately $127,000, which primarily consisted of an operating loss of approximately $210,700, an increase in other current assets of approximately $12,900, an increase in accounts payable of approximately $59,400, and adjustments for non-cash expenses consisting of stock-based compensation of approximately $28,100, and a realized gain of approximately $2,900 on available for sale securities, and a change in the conversion feature liability of approximately $12,100 related to the Company’s Series G Convertible Preferred Stock.

Cash provided by investing activities for the nine months ended September 30, 2016 of approximately $60,400 was due to the maturity of available-for-sale securities, offset by an increase in notes receivable of $638,351.

Cash used in operating activities for the nine months ending September 30, 2015 was approximately $136,000, which primarily consisted of an operating loss of approximately $164,000, an increase in other current assets of approximately $9,800, decrease in accounts payable of approximately $8,500, and adjustments for non-cash expenses consisting of stock-based compensation of $37,500, and a realized gain of approximately $1,700 on available for sale securities, and a change in the conversion feature liability of approximately $11,000 related to the Company’s Series G Convertible Preferred Stock.

Cash used in investing activities for the nine months ended September 30, 2015 of approximately $65,000 was due to the purchase of available-for-sale securities of approximately $1,221,000, offset by the maturity or sale of available-for-sale securities of approximately $1,156,000.

Critical Accounting Policies and Estimates

There have been no significant changes during the nine months ended September 30, 2016 to the critical accounting policies disclosed in the Company’s annual financial statements in its Form 10-K for the year ended December 31, 2015.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact the Company’s financial position, operating results or cash flows due to changes in U.S. interest rates.  The Company’s exposure to market risk is confined to its available-for-sale investments, all of which it expects to hold less than one year. The goals of the Company’s cash investment policy are the security of the principal amount invested and fulfillment of liquidity needs.  The Company currently does not hedge interest rate exposure. Because of the short-term nature of its investments, the Company does not believe that an increase in market rates would have any material negative impact on the value of its investment portfolio.

As of September 30, 2016, the Company held approximately $479,000 in money market and checking accounts at two institutions.  The Company has a checking account at one institution with a balance of approximately $303,000 at September 30, 2016.  The funds in this account are fully insured by the Federal Deposit Insurance Corporation (“FDIC”) as of September 30, 2016. The Company has a money market account in a brokerage account with a second financial institution, invested in short-term federal securities, municipal bonds, and corporate bonds, with a money market cash balance of approximately $176,000 at September 30, 2016. Assets in this brokerage account are protected by the Securities Investor Protection Corporation (“SIPC”) up to $500,000 (with a limit of $250,000 for cash). Throughout the year the account balances at these institutions periodically exceed FDIC and SIPC insurance coverage; however, the company has not experienced losses in these accounts and believes it is not exposed to any significant credit risk.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2016 (the “Evaluation Date”). Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2016. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting and management has concluded that the Company’s internal controls over financial reporting are ineffective as of September 30, 2016. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management believes that despite these weaknesses in internal controls, there are no material misstatements in our annual financial statements.

The material weakness relates to the lack of segregation of duties in our financial reporting process and our utilization of outside third party consultants. We do not have a separately designated audit committee. These weaknesses are due to our lack of additional accounting and operational staff. To remedy this material weakness, we ultimately, if and when we conclude a business combination, will engage an internal accounting staff to assist with financial reporting. We have no estimate as to when we will conclude a business combination so as to be able to remedy this and any other material weaknesses we have in our internal controls over financial reporting.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, the Company may be subject to other claims and litigation arising in the ordinary course of business.  The Company is not currently a party to any legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations.

Item 1A.  Risk Factors

As of the date of this filing, there have been no material changes from the risk factors disclosed in Item 1A (Risk Factors) contained in our Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2016.  We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect out operations.  The risks, uncertainties and other factors set forth in our Form 10-K for the year ended December 31, 2015, filed with the SEC on March 30, 2016, may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements.  If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5.  Other Information

On August 11, 2016, the Company entered into a term note agreement (“Term Note”) with theMaven Network, Inc. (“Borrower”) for a loan of $150,000, plus expenses incurred by the Company in connection with the execution of this term note. The note is due at the earlier of (1) February 13, 2017, or (ii) the occurrence of certain events, as defined in the agreement. The note is secured by a personal guarantee of the principal officer of the Borrower (“Borrower Officer”). The $150,000 amount was guaranteed by MDB until the extension of the additional principal described below. The principal amount as of August 11, 2016, including expenses incurred by the Company, is $155,451. The Term Note provides that the principal amount of the loan would be increased by $350,000 (“Additional Amount”), plus expenses incurred by the Company in connection with the Term Note, if and when the Borrower Officer provides additional security for the total loan amount in the form of a mortgage on certain real estate (the “Mortgage”).  The Mortgage was provided in late August and the Company subsequently extended the Additional Amount to Borrower.  The interest rate on the borrowed amount is 8% per annum.  The loan agreement contains additional covenants, representations and events of default.

The Term Note was amended on August 25, 2016 to provide details of the Mortgage.  The Term Note was further amended on September 26, 2016 to extend an additional $125,000 to the Borrower.  This additional $125,000 of principle is guaranteed by MDB. As of September 30, 2016, the aggregated principal amount under the Term Note, including expenses incurred by the Company, is $638,351.

On October 14, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with theMaven Network, Inc., a Nevada corporation (“theMaven”), and the shareholders of theMaven, holding all of the issued and outstanding shares of theMaven (collectively, “theMaven Shareholders”). The transaction will result in the Company acquiring theMaven as a wholly owned subsidiary by the exchange of all of the outstanding securities of theMaven held by theMaven Shareholders for a number of newly issued shares of the common stock of the Company, representing approximately 55% of the issued and outstanding shares immediately after the transaction (the “Share Exchange”). The final number of shares of common stock to be issued to theMaven Shareholders  will be determined and adjusted based on an exchange formula set forth in the Share Exchange Agreement.

The Share Exchange Agreement contains customary representations and warranties from theMaven, theMaven Shareholders and the Company. The closing is conditioned on certain pre-closing conditions, including but not limited to the preparation of the financial statements of theMaven, entry of employment agreements with the current, key employees of theMaven, the Company being current in its SEC reporting, the Company being able to file the Current Report on Form 8-K for the transaction on a timely basis and certain other covenants being satisfied. At the closing, 35% of the shares issued to theMaven Shareholders will be placed in escrow and will be subject to indemnification claims for breach of representations and warranties in the Share Exchange Agreement by theMaven and theMaven Shareholders, and subject to repurchase at $.01 per share by the Company if theMaven does not meet specific milestone achievements. The Company will be required to issue additional shares of its common stock in the event it breaches any of its representations and warranties, up to the number of shares placed in escrow by theMaven Shareholders. Upon the closing of the transaction, the Term Note will be cancelled and the Mortgage and the guarantees of the Term Note will be terminated.

The Company expects to close the Share Exchange in the next several weeks. The Share Exchange Agreement provides that the transaction must close prior to December 31, 2016.

Item 6.  Exhibits

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.