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Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED September 30, 2024

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-12346

 

IRONSTONE PROPERTIES, INC.

(Name of Registrant as specified in its charter)

 

Delaware

95-2829956

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

 

 

909 Montgomery Street, San Francisco, California 94133

(Address of principal executive offices, including zip code)

 

(415) 340-4766

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act:

None

 

Securities registered under Section 12(g) of the Exchange 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 ☒

 

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 ☒

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Company’s Form 10-K or any amendment to their Form 10-K. ☒

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the Registrant is an accelerated filer as defined in Rule 12b-2 of the Act.

Large accelerated filer         Accelerated filer ☐          Non- accelerated filer ☒         Smaller reporting company          Emerging growth company ☐

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

As of September 30, 2024, 3,472,491 shares of Common Stock, $0.01 par value, were outstanding.

 

 

 

TABLE OF CONTENTS

 

   

Page

PART I - FINANCIAL INFORMATION

 
     

Item 1.

Financial Statements (unaudited)

 
     

Condensed consolidated balance sheets as of September 30, 2024, and December 31, 2023.

3

     

Condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2024, and September 30, 2023

4

     

Condensed consolidated statements of cash flows for the nine months ended September 30, 2024, and September 30, 2023

5

     

Notes to condensed consolidated financial statements

6

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of  Operations

15-16

   

Item 3. 

Quantitative and Qualitative Disclosures About Market Risk

16

     

Item 4.  

Controls and Procedures

16

     

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

18

     

Item 1A.

Risk Factors

18

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18

     

Item 3.

Defaults Upon Senior Securities

18

     

Item 4.

Mine Safety Disclosures

18

     

Item 5.

Other Information

18

     

Item 6.

Exhibits

18

     

Signatures

19

 

Exhibit Index

 

 

 

PART I. FINANCIAL INFORMATION

ITEM I FINANCIAL STATEMENT

 

IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

   

September 30,

2024

   

December 31,

2023

 

ASSETS:

               

Cash

  $ 84,074     $ 0  

Investments:

               

Marketable securities

    24       859  

Non-marketable securities

    3,406,823       3,439,881  
                 

Total Assets

  $ 3,490,921     $ 3,440,740  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

               

Accounts payable and accrued expenses

  $ 120,654     $ 105,016  

Line of credit borrowings

    348,843       348,843  

Interest payable line of credit

    0       3,782  

Note payable and accrued interest

    2,956,403       2,806,867  
                 

Total liabilities

  $ 3,425,901     $ 3,264,508  
                 

Stockholders’ equity

               

Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding

    -       -  

Common stock, $0.01 par value, 25,000,000 shares authorized, of which 3,472,491 shares are issued and outstanding as of December 31, 2022 and 2,937,225 at December 31, 2021

    34,725       34,725  

Additional paid-in capital

    22,860,000       22,860,000  

Additional paid-in capital - stock options

    810,301       706,123  

Accumulated deficit

    (24,664,972 )     (22,931,121 )

Accumulated other comprehensive Income

    1,547,540       29,079  
      587,594       698,806  

Less: Treasury Stock, 745,536 shares, at cost

    (522,574 )     (522,574 )
                 

Total stockholders' equity

    65,020       176,232  
                 

Total liabilities and stockholders' equity

  $ 3,490,921     $ 3,440,740  

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

 

IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE PROFIT

(unaudited)

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30

 
   

2024

   

2023

   

2024

   

2023

 

Income

                               

Mark to Market Gain/(Loss)

  $ (127 )   $ (620 )   $ (835 )   $ (2,460 )

Realized Gain – Private Investments

                    11,663       -  

Dividend Income

  $ -       -       75,687       -  
                                 

Gain (loss) from operations

    (127 )     (620 )     86,515       (2,460 )
                                 

Operating expenses:

                               

Compensation – stock options

    8,341       62,209       104,178       184,599  

Professional fees

    7,124       1,071       10,880       8,630  

State and local taxes

    6,352       -       16,052       18,500  

General and administrative expenses

    492       3,978       2,134       11,972  

Total operating expenses

    22,309       67,257       133,244       223,701  
                                 

Gain (loss) from operations

    (22,436 )     (67,877 )     (46,729 )     (226,161 )
                                 

Other expense:

                               

Interest expense

    54,713       55,488       168,661       162,642  
                                 

Net operating gain (loss)

  $ (77,149 )   $ (123,365 )     (215,390 )     (388,803 )
                                 

COMPREHENSIVE LOSS, NET OF TAX

                               

Net operating gain (loss)

  $ (77,149 )   $ (123,365 )     (215,390 )     (388,803 )

Unrealized holding gain (loss) arising during the period

                    (33,059 )        
                                 

Comprehensive profit

  $ (77,149 )   $ (123,365 )   $ (248,449 )   $ (388,803 )
                                 

Basic gain (loss) per share

                               

Net operating profit (loss) per share

  $ (0.03 )   $ (0.05 )   $ (0.08 )   $ (0.14 )

Net comprehensive profit (loss) per share

  $ (0.03 )   $ (0.05 )   $ (0.09 )   $ (0.14 )
                                 

Weighted average shares outstanding

    2,726,955       2,726,955       2,726,955       2,726,955  

 

The accompanying notes are an integral part of these condensed consolidated financial statement

 

 

 

IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

    9 Months Ended     9 Months Ended  
   

2024

   

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net Comprehensive income (loss)

  $ (215,390 )   $ (388,803 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Changes in operating assets and liabilities:

               

Accounts payable and accrued expenses

    15,638       57,115  

Interest payable

    145,754       142,034  

Net cash used in operating activities

    161,392       199,149  
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from issuance of notes payables

               

Paid in capital stock options

    104,178       184,599  

Net cash provided by financing activities

    104,178       184,599  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Marketable securities mark to market

    (835 )     2,460  

Non-marketable securities mark to market

    33,059       0  

Net cash provided (used) by financing activities

    33,894       2,460  
                 

Net increase (decrease) in cash

    84,074       (2,595 )
                 

Cash at beginning of period

    0       2,595  
                 

Cash at end of period

  $ 84,074     $ 0  
                 

Supplemental disclosure of cash flow information:

               
                 

Cash paid during the period for interest

  $ 0     $ 0  

Cash paid during the period for state franchise taxes

  $ 0     $ 0  
                 

Supplemental noncash investing and financing activities:

               

Officer and director common stock options issued

    50,000          

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

 

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business Activities

 

Ironstone Properties, Inc., (“Ironstone” or the “Company”) formerly named Ironstone Group, Inc. a Delaware corporation, was incorporated in 1972. Since 1986, a majority of Ironstone’s outstanding shares has been owned by Hambrecht & Quist Group, a San Francisco-based investment banking and venture capital firm, and its affiliates (collectively “H&Q”). In September 2003, Ironstone repurchased all of these shares. Such repurchased shares are currently being held as treasury stock. William R. Hambrecht, Director and Chief Executive Officer, owns approximately 49.8% of Ironstone’s outstanding voting shares as of December 31, 2022. During September 2021, Ironstone Group, Inc. changed its name to Ironstone Properties, Inc.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc. (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The unaudited condensed consolidated financial statements included herein have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2024 and December 31, 2023, the results of its operations for the three month periods ended September 30, 2024 and September 30, 2023 and nine months ending September 30, 2024 and September 30, 2023 and its cash flows for the nine month periods ended September 30, 2024 and September 30, 2023. The results of operations for the periods presented are not necessarily indicative of those that may be expected for the full year. The condensed consolidated financial statements presented herein have been prepared by management, without audit by independent auditors who do not express an opinion thereon and does not include all disclosures required for annual periods. The last audited annual report on Form 10-K was for the fiscal year ended December 31, 2014.

 

There have been no significant changes in the Company’s significant accounting policies from those were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

Going Concern

 

These financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Ironstone Group has incurred losses and negative cash flows from operations over the last ten years. The Company has operated in the past principally with the assistance of loans from private institutions and related party individuals. The on-going accrual of unpaid interest on external and related party debt, excluding the LOC, continues to increase the financial risk to the Company as a going concern. Conversion of a material portion of the outstanding debt to equity will help alleviate such financial pressure. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Marketable and Non-Marketable Securities

 

Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity until realized. The fair value of the Company’s marketable securities and investments at September 30, 2024 and December 31, 2023 are based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value. The Company has not realized any such impairment losses to date.

 

Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of recent round of financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates.

 

Income Taxes

 

The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2024 and December 31, 2023, a full valuation allowance has been recorded to offset loss carryforwards as, in management’s opinion, there is uncertainty as to whether or not the Company will be able to generate taxable income in the future.

 

The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance.

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of September 30, 2024, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2017 forward for Federal and 2016 forward for California (with limited exceptions).

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

Stock-Based Compensation

 

Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of three years. The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to Ironstone’s expected stock price volatility over the term of the awards.

 

Basic and Diluted Loss per Share

 

Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented.

 

Recent Accounting Pronouncements

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company has adopted ASU 2014-15.

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the new standard on January 1, 2020. The adoption did not have a material impact on the Company’s financial statements.

 

 

 

2. FAIR VALUE MEASUREMENTS

 

Fair value is defined under FASB ASC 820, “Fair Value Measurement and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

2. FAIR VALUE MEASUREMENTS (continued)

 

Level 1–Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

 

Level 2–Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3–Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement.

 

The Company’s assets and liabilities that are measured at fair value on a non-recurring basis include cash, accounts payable, accrued expenses, and interest payable given their short-term nature. Furthermore, the fair value of the Company’s notes payable are initially measured at fair value given that they are estimated based on current rates that would be available for debt of similar terms.

 

The following tables provide information about the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 by the fair value hierarchy:

 

   

Level 1

   

Level 2

 

Level 3

   

Balance as of

September 30,

2024

 

Publicly traded common stock

  $ 24                 $ 24  

Publicly traded options

                           

Private company common stock

                200,000          

Private company preferred stock

                3,206,823          

Total

              $ 3,406,823     $ 3,406,847  

 

   

Level 1

   

Level 2

 

Level 3

   

Balance as of

December 31,

2023

 

Publicly traded common stock

  $ 860                 $ 860  

Publicly traded options

                           

Private company common stock

                3,239,881       3,239,881  

Private company preferred stock

                200,000       200,000  

Total

              $ 3,439,881     $ 3,440,741  

 

The following tables presents the Company’s investments measured at fair value using significant unobservable inputs (Level 3), including the valuation technique and unobservable inputs used to measure the fair value of those financial instruments:

 

   

Fair Value as of

September 30,

2024

 

Valuation Technique

Unobservable Inputs

Private Company Preferred Stock

  $ 200,000  

Purchase price June 10 and 16, 2022

Acquisition cost

Private Company Common Stock

  $ 178,043  

Price of June 2023 Round

Recent funding round

Private Company Common Stock

  $ 3,028,780  

Valuation range $2.25bn

Virtua Valuation Analysis

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

2. FAIR VALUE MEASUREMENTS (continued)

 

   

Fair Value as of

December 31,

2023

 

Valuation Technique

Unobservable Inputs

Private Company Preferred Stock

  $ 200,000  

Purchase price June 10 and 16, 2022

Acquisition cost

Private Company Common Stock

  $ 178,043  

Price of June 2023 Round

Recent funding round

Private Company Common Stock

  $ 3,061,838  

Valuation range $2.25bn

Virtua Valuation Analysis

 

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for nine months ended September 30, 2024. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, unrealized gains or (losses) during the period for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value during the period that were attributable to both observable and unobservable inputs.

 

   

Nine months

ended September

30, 2024

 

Balance as of December 31, 2023

  $ 3,440,741  

Unrealized loss on investments

    (835 )

Purchase of investment

    0  

Realized Gain – return of capital

    (33,059 )

Balance as of September 30, 2024

  $ 3,406,847  

 

 

 

3. INVESTMENTS

 

TangoMe, Inc.

 

On March 30, 2012, the Company purchased 468,121 shares of Series A Preferred stock from related party William R. Hambrecht at $2.14 per share, resulting in a total investment of $1,000,000. During 2018, TangoMe converted all Preferred stock to common stock. The Company’s TangoMe position was valued at $4,303,369 at December 31, 2022. Utilizing a valuation system from Virtua, Inc. with current available market data from TangoMe, Inc., resulted in a company valuation of $2.25bn which translates to a valuation of $3,061,838 as of December 31, 2023, resulting in a mark-down loss of $1,241,118 for the twelve months ended December 31, 2023. These are the primary significant unobservable inputs used in the fair value measurement of the Company’s investment.

 

On January 3, 2024, the Company completed the sale of 15,448 shares of Ironstone common stock at $2.89 per share, in a Tender Offer made by TangoMe as part of a management reorganization. The proceeds of $44,721 were reflected as a realized gain of $11,663 and a return of capital of $33,058.

 

On May 3, 2024, the Company received a dividend of $75,687 from TangoMe.

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

3. INVESTMENTS (continued)

 

Arcimoto, Inc.

 

During fiscal year 2014 the Company purchased 37,000 shares of Arcimoto, Inc. series A-1 preferred stock for $100,011. The A-1 preferred stock was converted to common stock during 2017 prior to Arcimoto filing for its initial public offering. During 2017, prior to the initial public offering, there was a two for one stock split, increasing the shares held to 74,000. On October 2, 2015 the Ironstone Group, Inc. was granted 2,500 Arcimoto options, strike price $4.121 per share, expiration October 2, 2025. Following the two for one stock split, the options held increased to 5,000 with a $2.0605 strike price per share. On September 17, 2017, Arcimoto listed on Nasdaq.

 

The closing price on December 31, 2021 was $7.78 per share (pre-reverse split price), resulting in a stock holdings valuation of $575,720 and in-the-money options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from $7.78 on January 1, 2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $0.024 per share, for a total value of $24 at September 30, 2024. The 250 (post reverse split) Arcimoto stock options have zero value at September 30, 2024.

 

Buoy Health, Inc.

 

On March 17, 2021 the Company purchased 11,233 common shares of the private company Buoy Health, Inc. at $15.92 per share, totaling $178,824. During 2022, the investment was marked down $17,882 for the year ended December 31, 2022 reflecting market conditions. The total value of the investment was $160,938 at December 31, 2022. In July, 2023, the Buoy Health, Inc. sold additional shares at $15.85 per share. At that price, the total value of the Company’s investment was $178,043 as of December 31, 2023, resulting in a mark-up gain of $17,101 for the twelve months ended December 31, 2023. There was no change in valuation during the nine months ending September 30, 2024.

 

Aristotle

 

On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000. On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000. The total valuation of the investment in Aristotle, Inc. for the year ending December 31, 2022 was $200,000. Given no material activity or transactions during 2023, nor during the six months ending June 30, 2024, there was no change in the valuation of the investment during those periods.

 

 

 

4. RELATED PARTY TRANSACTIONS

 

On March 10, 2021 William Hambrecht loaned Ironstone Group, Inc. $300,000 at 6.0% interest rate with a March 11, 2026 maturity.

 

On May 27, 2022 William Hambrecht converted to common stock the entirety of the debt outstanding to him, including the aforementioned loans and related accrued interest owed by the Ironstone Properties, Inc. totaling $824,269 for 404,054 common shares of Ironstone Properties, Inc. at $2.04 per share.

 

On June 6, 2022 Harold Bradley, Board of Director member Ironstone Properties Inc. purchased 121,212 common shares from Ironstone Properties Inc. at $1.65 per share, totaling $200,000.

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

4. RELATED PARTY TRANSACTIONS (continued)

 

On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000.

 

On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000.

 

 

 

5. NOTE PAYABLE

 

On March 31, 2012, the Company received $1,000,000 from a third party and issued a related promissory note. The note carries an 8% interest rate, per annum, and had a maturity date of March 31, 2017. Interest accrues on the balance and converts to separate notes payable on a quarterly basis. The total amounts due under this agreement, including the notes related to accrued interest, are due in full at the end of the term. The note is secured by all of the assets of the Company through an accompanying security agreement. If the Company defaults on the note or security agreement, interest would accrue at 10% per annum. The Company was unable to meet its payment obligation by the prescribed deadline, therefore the interest rate stepped up to 10% and interest has been accrued using at the stepped up rate starting April 1, 2017.

 

On November 30, 2022 the Company renewed its note for five years, replacing the note issued April 1, 2012. The renewed terms are 7% interest rate, maturing November 30, 2027. The gross amounts payable under the agreement as of December 31, 2023 and December 31, 2022 was $2,806,867 and $2,618,692 respectively. As part of the note renewal, a warrant was issued to the lender to purchase 319,021 common shares at $2.04 per share. The warrant has a five-year term, expiring November 30, 2027.

 

On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.

 

The scheduled maturities of notes payable outstanding as of September 30, 2024 are as follows:

 

   

Open

   

Total

 

Note Payable

  $ 2,956,403     $ 2,956,403  

Letter of Credit

    348,843       348,843  

Total

  $ 3,305,247     $ 3,305,247  

 

 

 

6. LINE OF CREDIT ARRANGEMENT

 

The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000 with interest based upon the lender’s prime rate plus 4.5% and is payable monthly. At December 31, 2021 and 2020, interest was being paid at a rate of 7.75%. The line is guaranteed by William R. Hambrecht, Director and Chief Executive Officer. The line of credit is due on demand and is secured by all of the Company’s business assets. At December 31, 2023 the outstanding balance under the line was $348,843. The total recorded interest expense on this note for the nine months ended September 30, 2024 and September 30, 2023 was $19,125 and $23,131respectively. The line of credit is pending renewal.

 

 

 

7. STATE FRANCHISE TAXES PAYABLE

 

During the nine months ended September 30, 2024 the Company recorded $16,052 in state franchise tax expense, and for the nine months ended September 30, 2023 the Company recorded $18,500 in state franchise tax.

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

 

 

8. STOCKHOLDERS EQUITY

 

Common Stock

 

The Company has 25,000,000 common equity shares authorized, and a total of 3,472,491 are issued and outstanding, including 745,536 common equity shares held in treasury.

 

On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.

 

On June 6, 2022 Board of Director member Harold Bradley purchased 121,212 new issue common shares from the Company for a total of $200,000 at a price of $1.65 per share.

 

Treasury Stock

 

On September 15, 2003, the Board of Directors authorized the Company to purchase 745,536 shares of Company common stock at $0.70 per share for an aggregate purchase price of $521,875. The repurchase represented 50.11% of the issued and outstanding shares of the Company. During the year ended December 31, 2008, the Company paid $699 for fractional Treasury shares. As of September 30, 2024 and December 31, 2023, the treasury shares are held by the Company.

 

Preferred Stock

 

The Company is authorized to issue up to five million shares of preferred stock without further shareholder approval; the rights, preferences and privileges of which would be determined at the time of issuance. No shares have been issued as of September 30, 2024 and December 31, 2023.

 

Stock Option Plans

 

On April 29, 2021 the Company revised its 2013 Equity Incentive Plan. As of April 29, 2021, an additional 175,000 options were granted under the Plan, with an exercise price of $1.99 per share, which is based on the weighted average price for the trailing six-month average price and an illiquidity discount of 15%. The options vest straight line over three years and expire seven years following the grant date. The options are amortized over the three-year vesting period. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $2.34, Exercise Price $1.99, Time to Maturity 3 years, Risk-free Interest Rate 0.35%, Annualized Volatility 185%. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options are to be granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company.

 

For the nine months ended September 30, 2024 the Company recorded share-based compensation expense related to stock options in the amount of $104,178.

 

On February 5, 2024, 50,000 Stock Options were granted to the Company's Chief Financial Officer Robert Hambrecht at an exercise price of $2.00 per share.

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

 

8. STOCKHOLDERS EQUITY (continued)

 

Operating Earnings (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive potential common shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of stock options. The following is the computations of the basic and diluted net income per share and from operations and the dilutive common stock equivalents for the periods presented:

 

   

Quarters Ended

   

Nine Months Ended,

 
   

September

30, 2024

   

September

30, 2023

   

September

30, 2024

   

September

30, 2023

 

Numerator:

                               

Net Operating Gain (Loss)

  $ (77,149 )   $ (123,365 )     (215,390 )     (388,803 )

Denominator:

                               

Weighted average shares outstanding - basic

    2,726,955       2,726,955       2,726,955       2,726,955  

Effect of dilutive potential shares

    395,000       345,000       395,000       345,000  

Shares outstanding - diluted

    3,121,955       3,071,955       3,121,955       3,071,955  
                                 

Net loss per share - basic

  $ (0.03 )   $ (0.05 )   $ (0.08 )   $ (0.14 )

Net loss per share - diluted

  $ (0.02 )   $ (0.04 )   $ (0.07 )   $ (0.13 )

 

Comprehensive Earnings (Loss) Per Share

 

Comprehensive earnings include Operating earnings (loss) above, and securities and options investments held mark-to-market gains (loss).

 

   

Quarters Ended

   

Six Months Ended,

 
   

September 30,

2024

   

September 30,

2023

   

September 30,

2024

   

September 30,

2023

 

Numerator:

                               

Comprehensive Earnings (Loss)

  $ (77,149 )   $ (123,365 )     (248,449 )     (388,803 )

Denominator:

                               

Weighted average shares outstanding - basic

    2,726,955       2,726,955       2,726,955       2,726,955  

Effect of dilutive potential shares

    395,000       345,000       395,000       345,000  

Shares outstanding - diluted

    3,121,955       3,071,955       3,121,955       3,071,955  
                                 

Net loss per share - basic

  $ (0.03 )   $ (0.05 )   $ (0.09 )   $ (0.14 )

Net loss per share - diluted

  $ (0.02 )   $ (0.04 )   $ (0.08 )   $ (0.13 )

 

 

 

9. MANAGEMENTS PLANS

 

As reflected in the accompanying financial statements, the Company has net losses and has a negative cash flow from operations. The attainment of profitable operations is dependent upon future events, including liquidity events in privately held investments in excess of purchase price, and or the profitable sale of publicly traded investments. If necessary, to provide liquidity, the Company may seek to sell additional equity securities, or convert existing privately held debt to equity, providing the debt holders are agreeable to the terms and share conversion price. The Company cannot make assurances that it will be able to complete any financing, liquidity, or debt conversion transaction, that such financing, liquidity, or debt conversion transaction will be adequate for the Company’s needs, or that a financing, liquidity or debt conversion transaction will be completed in a timely manner. Furthermore, the Company may seek to sell its marketable securities to meet its operating needs. However, the fair value of these marketable securities fluctuates and may not be adequate for the Company’s needs. The Company has extended its line of credit payment terms with the lender with similar terms to the recently expired line of credit.

 

 

 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain of the statements in this document that are not historical facts, including, without limitation, statements of future expectations, projections of financial condition and results of operations, statements of future economic performance and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from those contemplated in such forward-looking statements. In addition to the specific matters referred to herein, important factors which may cause actual results to differ from those contemplated in such forward-looking statements include (i) the results of the Company’s efforts to implement its business strategy; (ii) actions of the Company’s competitors and the Company’s ability to respond to such actions; (iii) changes in governmental regulation, tax rates and similar matters; and (iv) other risks detailed in the Company’s other filings with the SEC

 

 

USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets and related disclosure. On an ongoing basis, we evaluate our estimates, including those related to non-marketable securities. We base our estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets that are not readily apparent from other sources. Actual results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. These estimates and judgments are reviewed by management on an ongoing basis and by our board of directors at the end of each quarter prior to the public release of our financial results.

 

As of the date of the filing of this quarterly report, we believe there have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2022 compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 as filed with the SEC. Additional information about these critical accounting policies may be found in the "Management's Discussion & Analysis of Financial Condition and Results of Operations" section included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

 

RESULTS OF OPERATIONS

 

Three months ended September 30, 2024 and September 30, 2023

 

Total loss decreased from $620 to $127 for the three months ended September 30, 2024 as compared to September 30, 2023. This increase was due to a smaller Mark to Market loss. Operating expenses for three months ended September 30, 2024 totaled $22,309 a decrease of $44,949 or 67% as compared to the three months ended September 30, 2023. The decrease was primarily due to a decrease in officer incentive stock options amortization, as a portion of options previously granted are now fully vested.

 

Nine months ended September 30, 2024 and September 30, 2023

 

Total income was $86,515 for the nine months ended September 30, 2024, an increase of $88,975 as compared to the nine months ended September 30, 2023. This increase was due to a realized gain on a stock sale as well as a dividend payment during 2024. Operating expenses for nine months ended September 30, 2024 totaled $133,244, a decrease of $90,457 or 40% as compared to the nine months ended September 30, 2023. The decrease was due to a decrease in officer incentive stock options amortization during 2024 as well as a decrease in general and administrative expenses.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company has a line of credit arrangement with First Republic Bank with a borrowing limit of $350,000 with interest based upon the lender’s prime rate plus 4.5%. Interest is currently payable monthly at 7.75%. The line is guaranteed by William R. Hambrecht, Chief Executive Officer, Director. The line of credit is due on demand and is secured by all of the Company’s business assets. At September 30, 2024 the outstanding balance under the line was $348,843.

 

 

The Company may obtain additional equity or working capital through additional bank borrowings, debt conversion to common stock, and public or private sales of equity securities. The Company may also borrow additional funds from Mr. William R. Hambrecht. There can be no assurance, however, that such additional financing will be available on terms favorable to the Company, or at all.

 

Trends and Uncertainties

 

Termination of Historical Business Lines

 

Since winding down the Company’s traditional lines of business, Management and the Board of Directors have been seeking appropriate business opportunities for the Company. The Company’s cash assets are invested in corporate securities and demand deposit accounts. If the Company does not find an operating entity to combine with, and if its assets are not invested in certain types of securities (primarily government securities), it may be deemed to be an investment company under the terms of the Investment Company Act of 1940, as amended.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) as of September 30, 2024 in connection with the filing of the Annual Report on Form 10K. Based on that evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, in light of the material weakness described below, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

 

Notwithstanding the material weakness, our company’s financial statements in this Form 10Q fairly present in all material respects, the financial condition, results of operations and cash flows of our company as of and for the periods presented in accordance with generally accepted accounting principles in the United States.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal controls over financial reporting for the nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Managements Report on Internal Controls over Financial Reporting

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

 

All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time.

 

 

Our management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Based on our evaluation, management concluded that, as of September 30, 2024, our internal control over financial reporting was not effective based on those criteria, because of the existence of the following material weaknesses:

 

 

1)

The Company does not have an independent Audit Committee; however the Company is exploring forming one.

 

 

2)

Our limited number of employees which is a structural issue, results in the Company’s inability to have a sufficient segregation of duties within its accounting and financial reporting activities.

 

These absences constitute material weaknesses in the Company’s corporate governance structure.

 

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting because the Company is a smaller reporting company.

 

 

PART II OTHER INFORMATION

 

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

The Company’s main assets are investments in non-marketable securities of TangoMe Inc., Aristotle and Buoy Health, Inc., and marketable securities of Arcimoto Inc. There can be no assurance that a market will emerge or continue to exist for these investments.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

 

ITEM 6. EXHIBITS

 

 

31.1

Section 302 – Principal Executive Officer Certification

 

31.2

Section 302 – Principal Financial Officer Certification

 

32.1

Section 1350 – Certification – Chief Executive Officer

 

32.2

Section 1350 – Certification – Chief Financial Officer

 

 

101.INS Inline XBRL Instance

101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation

101.DEF Inline XBRL Taxonomy Extension Definition

101.LAB Inline XBRL Taxonomy Extension Labels

101.PRE Inline XBRL Taxonomy Extension Presentation

104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

IRONSTONE GROUP, INC.

a Delaware corporation

 
       

Date: October 31, 2024

     
 

By:

/s/ William R. Hambrecht

 
   

William R. Hambrecht

 
   

Chief Executive Officer

 

 

19

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, William R. Hambrecht, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Ironstone Group Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: October 31, 2024

 

  /s/ William R. Hambrecht
  William R. Hambrecht
  Chief Executive Officer

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Robert Hambrechet, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Ironstone Group Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: October 31, 2024

 

  /s/ Robert Hambrecht
  Robert Hambrecht
  Chief Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Ironstone Group, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William R. Hambrecht, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 31, 2024

 

 

 

 

/s/  William R. Hambrecht
William R. Hambrecht

Chief Executive Officer

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Ironstone Group, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eugene Yates, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 31, 2024

 

/s/  Robert Hambrecht
Robert Hambrecht

Chief Financial Officer

 

 

 
v3.24.3
Document And Entity Information
9 Months Ended
Sep. 30, 2024
shares
Document Information [Line Items]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Sep. 30, 2024
Document Transition Report false
Entity File Number 0-12346
Entity Registrant Name IRONSTONE PROPERTIES, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 95-2829956
Entity Address, Address Line One 909 Montgomery Street
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94133
City Area Code 415
Local Phone Number 340-4766
Title of 12(g) Security Common Stock, $0.01 par value
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Emerging Growth Company false
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Shell Company false
Entity Common Stock, Shares Outstanding (in shares) 3,472,491
Entity Central Index Key 0000723269
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q3
Amendment Flag false
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
ASSETS:    
Cash $ 84,074 $ 0
Investments:    
Marketable securities 24 859
Non-marketable securities 3,406,823 3,439,881
Total assets 3,490,921 3,440,740
Accounts payable and accrued expenses 120,654 105,016
Line of credit borrowings 348,843 348,843
Interest payable line of credit 0 3,782
Note payable and accrued interest 2,956,403 2,806,867
Total liabilities 3,425,901 3,264,508
Stockholders’ equity    
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding 0 0
Common stock, $0.01 par value, 25,000,000 shares authorized, of which 3,472,491 shares are issued and outstanding as of December 31, 2022 and 2,937,225 at December 31, 2021 34,725 34,725
Additional paid-in capital 22,860,000 22,860,000
Additional paid-in capital - stock options 810,301 706,123
Accumulated deficit (24,664,972) (22,931,121)
Accumulated other comprehensive Income 1,547,540 29,079
Stockholders' Equity before Treasury Stock 587,594 698,806
Less: Treasury Stock, 745,536 shares, at cost (522,574) (522,574)
Total stockholders' equity 65,020 176,232
Total liabilities and stockholders' equity $ 3,490,921 $ 3,440,740
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Preferred Stock, Shares Authorized (in shares) 5,000,000 5,000,000
Preferred Stock, Shares Issued (in shares)   0
Preferred Stock, Shares Outstanding, Ending Balance (in shares) 0 0
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Common Stock, Shares Authorized (in shares) 25,000,000 25,000,000
Common Stock, Shares, Outstanding, Ending Balance (in shares) 3,472,491 2,937,225
Common Stock, Shares, Issued (in shares) 3,472,491 2,937,225
Treasury Stock, Common, Shares (in shares) 745,536 745,536
v3.24.3
Condensed Consolidated Statements of Comprehensive Profit (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income        
Mark to Market Gain/(Loss) $ (127) $ (620) $ (835) $ (2,460)
Realized Gain – Private Investments     11,663 0
Compensation - stock options 8,341 62,209 104,178 184,599
Professional fees 7,124 1,071 10,880 8,630
State and local taxes 6,352 0 16,052 18,500
General and administrative expenses 492 3,978 2,134 11,972
Total operating expenses 22,309 67,257 133,244 223,701
Gain (loss) from operations (22,436) (67,877) (46,729) (226,161)
Interest expense 54,713 55,488 168,661 162,642
Net operating gain (loss) (77,149) (123,365) (215,390) (388,803)
Dividend Income 0 0 75,687 0
Gain (loss) from operations (127) (620) 86,515 (2,460)
Realized Gain – Private Investments     11,663 0
Compensation - stock options 8,341 62,209 104,178 184,599
Professional fees 7,124 1,071 10,880 8,630
State and local taxes 6,352 0 16,052 18,500
General and administrative expenses 492 3,978 2,134 11,972
Total operating expenses 22,309 67,257 133,244 223,701
Gain (loss) from operations (22,436) (67,877) (46,729) (226,161)
Interest expense 54,713 55,488 168,661 162,642
Net operating gain (loss) (77,149) (123,365) (215,390) (388,803)
us-gaap_ComprehensiveIncomeNetOfTaxAbstract        
Net operating gain (loss) (77,149) (123,365) (215,390) (388,803)
Unrealized holding gain (loss) arising during the period     (33,059)  
Comprehensive profit $ (77,149) $ (123,365) $ (248,449) $ (388,803)
Net operating profit (loss) per share (in dollars per share) $ (0.03) $ (0.05) $ (0.08) $ (0.14)
Net comprehensive profit (loss) per share (in dollars per share) $ (0.03) $ (0.05) $ (0.09) $ (0.14)
Weighted average shares outstanding (in shares) 2,726,955 2,726,955 2,726,955 2,726,955
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net Comprehensive income (loss) $ (215,390) $ (388,803)
Changes in operating assets and liabilities:    
Accounts payable and accrued expenses 15,638 57,115
Interest payable 145,754 142,034
Net cash used in operating activities 161,392 199,149
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract    
Paid in capital stock options 104,178 184,599
Net cash provided by financing activities 104,178 184,599
CASH FLOWS FROM INVESTING ACTIVITIES:    
Increase (Decrease) in Marketable Securities from Mark to Market (835) 2,460
Non-marketable securities mark to market 33,059 0
Net cash provided (used) by financing activities 33,894 2,460
Net increase (decrease) in cash 84,074 (2,595)
Cash at beginning of period 0 2,595
Cash at end of period 84,074 0
Supplemental disclosure of cash flow information:    
Cash paid during the period for interest 0 0
Cash paid during the period for state franchise taxes 0 $ 0
Share-Based Payment Arrangement, Option [Member] | Equity Incentive Plan [Member]    
Supplemental noncash investing and financing activities:    
Officer and director common stock options issued $ 50,000  
v3.24.3
Note 1 - Business and Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business Activities

 

Ironstone Properties, Inc., (“Ironstone” or the “Company”) formerly named Ironstone Group, Inc. a Delaware corporation, was incorporated in 1972. Since 1986, a majority of Ironstone’s outstanding shares has been owned by Hambrecht & Quist Group, a San Francisco-based investment banking and venture capital firm, and its affiliates (collectively “H&Q”). In September 2003, Ironstone repurchased all of these shares. Such repurchased shares are currently being held as treasury stock. William R. Hambrecht, Director and Chief Executive Officer, owns approximately 49.8% of Ironstone’s outstanding voting shares as of December 31, 2022. During September 2021, Ironstone Group, Inc. changed its name to Ironstone Properties, Inc.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc. (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The unaudited condensed consolidated financial statements included herein have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2024 and December 31, 2023, the results of its operations for the three month periods ended September 30, 2024 and September 30, 2023 and nine months ending September 30, 2024 and September 30, 2023 and its cash flows for the nine month periods ended September 30, 2024 and September 30, 2023. The results of operations for the periods presented are not necessarily indicative of those that may be expected for the full year. The condensed consolidated financial statements presented herein have been prepared by management, without audit by independent auditors who do not express an opinion thereon and does not include all disclosures required for annual periods. The last audited annual report on Form 10-K was for the fiscal year ended December 31, 2014.

 

There have been no significant changes in the Company’s significant accounting policies from those were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

Going Concern

 

These financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Ironstone Group has incurred losses and negative cash flows from operations over the last ten years. The Company has operated in the past principally with the assistance of loans from private institutions and related party individuals. The on-going accrual of unpaid interest on external and related party debt, excluding the LOC, continues to increase the financial risk to the Company as a going concern. Conversion of a material portion of the outstanding debt to equity will help alleviate such financial pressure. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

Marketable and Non-Marketable Securities

 

Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity until realized. The fair value of the Company’s marketable securities and investments at September 30, 2024 and December 31, 2023 are based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value. The Company has not realized any such impairment losses to date.

 

Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of recent round of financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates.

 

Income Taxes

 

The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2024 and December 31, 2023, a full valuation allowance has been recorded to offset loss carryforwards as, in management’s opinion, there is uncertainty as to whether or not the Company will be able to generate taxable income in the future.

 

The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance.

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of September 30, 2024, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2017 forward for Federal and 2016 forward for California (with limited exceptions).

 

 

Stock-Based Compensation

 

Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of three years. The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to Ironstone’s expected stock price volatility over the term of the awards.

 

Basic and Diluted Loss per Share

 

Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented.

 

Recent Accounting Pronouncements

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company has adopted ASU 2014-15.

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the new standard on January 1, 2020. The adoption did not have a material impact on the Company’s financial statements.

v3.24.3
Note 2 - Fair Value Measurements
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

2. FAIR VALUE MEASUREMENTS

 

Fair value is defined under FASB ASC 820, “Fair Value Measurement and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

 

 

 

Level 1–Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

 

Level 2–Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

Level 3–Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement.

 

The Company’s assets and liabilities that are measured at fair value on a non-recurring basis include cash, accounts payable, accrued expenses, and interest payable given their short-term nature. Furthermore, the fair value of the Company’s notes payable are initially measured at fair value given that they are estimated based on current rates that would be available for debt of similar terms.

 

The following tables provide information about the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 by the fair value hierarchy:

 

   

Level 1

   

Level 2

 

Level 3

   

Balance as of

September 30,

2024

 

Publicly traded common stock

  $ 24                 $ 24  

Publicly traded options

                           

Private company common stock

                200,000          

Private company preferred stock

                3,206,823          

Total

              $ 3,406,823     $ 3,406,847  

 

   

Level 1

   

Level 2

 

Level 3

   

Balance as of

December 31,

2023

 

Publicly traded common stock

  $ 860                 $ 860  

Publicly traded options

                           

Private company common stock

                3,239,881       3,239,881  

Private company preferred stock

                200,000       200,000  

Total

              $ 3,439,881     $ 3,440,741  

 

The following tables presents the Company’s investments measured at fair value using significant unobservable inputs (Level 3), including the valuation technique and unobservable inputs used to measure the fair value of those financial instruments:

 

   

Fair Value as of

September 30,

2024

 

Valuation Technique

Unobservable Inputs

Private Company Preferred Stock

  $ 200,000  

Purchase price June 10 and 16, 2022

Acquisition cost

Private Company Common Stock

  $ 178,043  

Price of June 2023 Round

Recent funding round

Private Company Common Stock

  $ 3,028,780  

Valuation range $2.25bn

Virtua Valuation Analysis

 

 

   

Fair Value as of

December 31,

2023

 

Valuation Technique

Unobservable Inputs

Private Company Preferred Stock

  $ 200,000  

Purchase price June 10 and 16, 2022

Acquisition cost

Private Company Common Stock

  $ 178,043  

Price of June 2023 Round

Recent funding round

Private Company Common Stock

  $ 3,061,838  

Valuation range $2.25bn

Virtua Valuation Analysis

 

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for nine months ended September 30, 2024. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, unrealized gains or (losses) during the period for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value during the period that were attributable to both observable and unobservable inputs.

 

   

Nine months

ended September

30, 2024

 

Balance as of December 31, 2023

  $ 3,440,741  

Unrealized loss on investments

    (835 )

Purchase of investment

    0  

Realized Gain – return of capital

    (33,059 )

Balance as of September 30, 2024

  $ 3,406,847  

 

 

v3.24.3
Note 3 - Investments
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Investment [Text Block]

3. INVESTMENTS

 

TangoMe, Inc.

 

On March 30, 2012, the Company purchased 468,121 shares of Series A Preferred stock from related party William R. Hambrecht at $2.14 per share, resulting in a total investment of $1,000,000. During 2018, TangoMe converted all Preferred stock to common stock. The Company’s TangoMe position was valued at $4,303,369 at December 31, 2022. Utilizing a valuation system from Virtua, Inc. with current available market data from TangoMe, Inc., resulted in a company valuation of $2.25bn which translates to a valuation of $3,061,838 as of December 31, 2023, resulting in a mark-down loss of $1,241,118 for the twelve months ended December 31, 2023. These are the primary significant unobservable inputs used in the fair value measurement of the Company’s investment.

 

On January 3, 2024, the Company completed the sale of 15,448 shares of Ironstone common stock at $2.89 per share, in a Tender Offer made by TangoMe as part of a management reorganization. The proceeds of $44,721 were reflected as a realized gain of $11,663 and a return of capital of $33,058.

 

On May 3, 2024, the Company received a dividend of $75,687 from TangoMe.

 

 

Arcimoto, Inc.

 

During fiscal year 2014 the Company purchased 37,000 shares of Arcimoto, Inc. series A-1 preferred stock for $100,011. The A-1 preferred stock was converted to common stock during 2017 prior to Arcimoto filing for its initial public offering. During 2017, prior to the initial public offering, there was a two for one stock split, increasing the shares held to 74,000. On October 2, 2015 the Ironstone Group, Inc. was granted 2,500 Arcimoto options, strike price $4.121 per share, expiration October 2, 2025. Following the two for one stock split, the options held increased to 5,000 with a $2.0605 strike price per share. On September 17, 2017, Arcimoto listed on Nasdaq.

 

The closing price on December 31, 2021 was $7.78 per share (pre-reverse split price), resulting in a stock holdings valuation of $575,720 and in-the-money options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from $7.78 on January 1, 2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $0.024 per share, for a total value of $24 at September 30, 2024. The 250 (post reverse split) Arcimoto stock options have zero value at September 30, 2024.

 

Buoy Health, Inc.

 

On March 17, 2021 the Company purchased 11,233 common shares of the private company Buoy Health, Inc. at $15.92 per share, totaling $178,824. During 2022, the investment was marked down $17,882 for the year ended December 31, 2022 reflecting market conditions. The total value of the investment was $160,938 at December 31, 2022. In July, 2023, the Buoy Health, Inc. sold additional shares at $15.85 per share. At that price, the total value of the Company’s investment was $178,043 as of December 31, 2023, resulting in a mark-up gain of $17,101 for the twelve months ended December 31, 2023. There was no change in valuation during the nine months ending September 30, 2024.

 

Aristotle

 

On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000. On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000. The total valuation of the investment in Aristotle, Inc. for the year ending December 31, 2022 was $200,000. Given no material activity or transactions during 2023, nor during the six months ending June 30, 2024, there was no change in the valuation of the investment during those periods.

v3.24.3
Note 4 - Related Party Transactions
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

4. RELATED PARTY TRANSACTIONS

 

On March 10, 2021 William Hambrecht loaned Ironstone Group, Inc. $300,000 at 6.0% interest rate with a March 11, 2026 maturity.

 

On May 27, 2022 William Hambrecht converted to common stock the entirety of the debt outstanding to him, including the aforementioned loans and related accrued interest owed by the Ironstone Properties, Inc. totaling $824,269 for 404,054 common shares of Ironstone Properties, Inc. at $2.04 per share.

 

On June 6, 2022 Harold Bradley, Board of Director member Ironstone Properties Inc. purchased 121,212 common shares from Ironstone Properties Inc. at $1.65 per share, totaling $200,000.

 

 

On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000.

 

On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000.

v3.24.3
Note 5 - Note Payable
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Long-Term Debt [Text Block]

5. NOTE PAYABLE

 

On March 31, 2012, the Company received $1,000,000 from a third party and issued a related promissory note. The note carries an 8% interest rate, per annum, and had a maturity date of March 31, 2017. Interest accrues on the balance and converts to separate notes payable on a quarterly basis. The total amounts due under this agreement, including the notes related to accrued interest, are due in full at the end of the term. The note is secured by all of the assets of the Company through an accompanying security agreement. If the Company defaults on the note or security agreement, interest would accrue at 10% per annum. The Company was unable to meet its payment obligation by the prescribed deadline, therefore the interest rate stepped up to 10% and interest has been accrued using at the stepped up rate starting April 1, 2017.

 

On November 30, 2022 the Company renewed its note for five years, replacing the note issued April 1, 2012. The renewed terms are 7% interest rate, maturing November 30, 2027. The gross amounts payable under the agreement as of December 31, 2023 and December 31, 2022 was $2,806,867 and $2,618,692 respectively. As part of the note renewal, a warrant was issued to the lender to purchase 319,021 common shares at $2.04 per share. The warrant has a five-year term, expiring November 30, 2027.

 

On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.

 

The scheduled maturities of notes payable outstanding as of September 30, 2024 are as follows:

 

   

Open

   

Total

 

Note Payable

  $ 2,956,403     $ 2,956,403  

Letter of Credit

    348,843       348,843  

Total

  $ 3,305,247     $ 3,305,247  

 

v3.24.3
Note 6 - Line of Credit Arrangement
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Line of Credit Facility [Text Block]

6. LINE OF CREDIT ARRANGEMENT

 

The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000 with interest based upon the lender’s prime rate plus 4.5% and is payable monthly. At December 31, 2021 and 2020, interest was being paid at a rate of 7.75%. The line is guaranteed by William R. Hambrecht, Director and Chief Executive Officer. The line of credit is due on demand and is secured by all of the Company’s business assets. At December 31, 2023 the outstanding balance under the line was $348,843. The total recorded interest expense on this note for the nine months ended September 30, 2024 and September 30, 2023 was $19,125 and $23,131respectively. The line of credit is pending renewal.

v3.24.3
Note 7 - State Franchise Taxes Payable
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Franchise Tax Disclosure [Text Block]

7. STATE FRANCHISE TAXES PAYABLE

 

During the nine months ended September 30, 2024 the Company recorded $16,052 in state franchise tax expense, and for the nine months ended September 30, 2023 the Company recorded $18,500 in state franchise tax.

 

v3.24.3
Note 8 - Stockholders' Equity
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

8. STOCKHOLDERS EQUITY

 

Common Stock

 

The Company has 25,000,000 common equity shares authorized, and a total of 3,472,491 are issued and outstanding, including 745,536 common equity shares held in treasury.

 

On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.

 

On June 6, 2022 Board of Director member Harold Bradley purchased 121,212 new issue common shares from the Company for a total of $200,000 at a price of $1.65 per share.

 

Treasury Stock

 

On September 15, 2003, the Board of Directors authorized the Company to purchase 745,536 shares of Company common stock at $0.70 per share for an aggregate purchase price of $521,875. The repurchase represented 50.11% of the issued and outstanding shares of the Company. During the year ended December 31, 2008, the Company paid $699 for fractional Treasury shares. As of September 30, 2024 and December 31, 2023, the treasury shares are held by the Company.

 

Preferred Stock

 

The Company is authorized to issue up to five million shares of preferred stock without further shareholder approval; the rights, preferences and privileges of which would be determined at the time of issuance. No shares have been issued as of September 30, 2024 and December 31, 2023.

 

Stock Option Plans

 

On April 29, 2021 the Company revised its 2013 Equity Incentive Plan. As of April 29, 2021, an additional 175,000 options were granted under the Plan, with an exercise price of $1.99 per share, which is based on the weighted average price for the trailing six-month average price and an illiquidity discount of 15%. The options vest straight line over three years and expire seven years following the grant date. The options are amortized over the three-year vesting period. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $2.34, Exercise Price $1.99, Time to Maturity 3 years, Risk-free Interest Rate 0.35%, Annualized Volatility 185%. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options are to be granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company.

 

For the nine months ended September 30, 2024 the Company recorded share-based compensation expense related to stock options in the amount of $104,178.

 

On February 5, 2024, 50,000 Stock Options were granted to the Company's Chief Financial Officer Robert Hambrecht at an exercise price of $2.00 per share.

 

 

Operating Earnings (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive potential common shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of stock options. The following is the computations of the basic and diluted net income per share and from operations and the dilutive common stock equivalents for the periods presented:

 

   

Quarters Ended

   

Nine Months Ended,

 
   

September

30, 2024

   

September

30, 2023

   

September

30, 2024

   

September

30, 2023

 

Numerator:

                               

Net Operating Gain (Loss)

  $ (77,149 )   $ (123,365 )     (215,390 )     (388,803 )

Denominator:

                               

Weighted average shares outstanding - basic

    2,726,955       2,726,955       2,726,955       2,726,955  

Effect of dilutive potential shares

    395,000       345,000       395,000       345,000  

Shares outstanding - diluted

    3,121,955       3,071,955       3,121,955       3,071,955  
                                 

Net loss per share - basic

  $ (0.03 )   $ (0.05 )   $ (0.08 )   $ (0.14 )

Net loss per share - diluted

  $ (0.02 )   $ (0.04 )   $ (0.07 )   $ (0.13 )

 

Comprehensive Earnings (Loss) Per Share

 

Comprehensive earnings include Operating earnings (loss) above, and securities and options investments held mark-to-market gains (loss).

 

   

Quarters Ended

   

Six Months Ended,

 
   

September 30,

2024

   

September 30,

2023

   

September 30,

2024

   

September 30,

2023

 

Numerator:

                               

Comprehensive Earnings (Loss)

  $ (77,149 )   $ (123,365 )     (248,449 )     (388,803 )

Denominator:

                               

Weighted average shares outstanding - basic

    2,726,955       2,726,955       2,726,955       2,726,955  

Effect of dilutive potential shares

    395,000       345,000       395,000       345,000  

Shares outstanding - diluted

    3,121,955       3,071,955       3,121,955       3,071,955  
                                 

Net loss per share - basic

  $ (0.03 )   $ (0.05 )   $ (0.09 )   $ (0.14 )

Net loss per share - diluted

  $ (0.02 )   $ (0.04 )   $ (0.08 )   $ (0.13 )
v3.24.3
Note 9 - Management's Plans
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]

9. MANAGEMENTS PLANS

 

As reflected in the accompanying financial statements, the Company has net losses and has a negative cash flow from operations. The attainment of profitable operations is dependent upon future events, including liquidity events in privately held investments in excess of purchase price, and or the profitable sale of publicly traded investments. If necessary, to provide liquidity, the Company may seek to sell additional equity securities, or convert existing privately held debt to equity, providing the debt holders are agreeable to the terms and share conversion price. The Company cannot make assurances that it will be able to complete any financing, liquidity, or debt conversion transaction, that such financing, liquidity, or debt conversion transaction will be adequate for the Company’s needs, or that a financing, liquidity or debt conversion transaction will be completed in a timely manner. Furthermore, the Company may seek to sell its marketable securities to meet its operating needs. However, the fair value of these marketable securities fluctuates and may not be adequate for the Company’s needs. The Company has extended its line of credit payment terms with the lender with similar terms to the recently expired line of credit.

 

 

v3.24.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

 

None.

Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc. (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The unaudited condensed consolidated financial statements included herein have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2024 and December 31, 2023, the results of its operations for the three month periods ended September 30, 2024 and September 30, 2023 and nine months ending September 30, 2024 and September 30, 2023 and its cash flows for the nine month periods ended September 30, 2024 and September 30, 2023. The results of operations for the periods presented are not necessarily indicative of those that may be expected for the full year. The condensed consolidated financial statements presented herein have been prepared by management, without audit by independent auditors who do not express an opinion thereon and does not include all disclosures required for annual periods. The last audited annual report on Form 10-K was for the fiscal year ended December 31, 2014.

 

There have been no significant changes in the Company’s significant accounting policies from those were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Going Concern [Policy Text Block]

Going Concern

 

These financial statements contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. Ironstone Group has incurred losses and negative cash flows from operations over the last ten years. The Company has operated in the past principally with the assistance of loans from private institutions and related party individuals. The on-going accrual of unpaid interest on external and related party debt, excluding the LOC, continues to increase the financial risk to the Company as a going concern. Conversion of a material portion of the outstanding debt to equity will help alleviate such financial pressure. The financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Investment, Policy [Policy Text Block]

Marketable and Non-Marketable Securities

 

Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity until realized. The fair value of the Company’s marketable securities and investments at September 30, 2024 and December 31, 2023 are based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value. The Company has not realized any such impairment losses to date.

 

Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of recent round of financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates.

 

Income Tax, Policy [Policy Text Block]

Income Taxes

 

The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2024 and December 31, 2023, a full valuation allowance has been recorded to offset loss carryforwards as, in management’s opinion, there is uncertainty as to whether or not the Company will be able to generate taxable income in the future.

 

The Company follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance.

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of September 30, 2024, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2017 forward for Federal and 2016 forward for California (with limited exceptions).

 

Share-Based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

 

Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of three years. The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include but are not limited to Ironstone’s expected stock price volatility over the term of the awards.

 

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Loss per Share

 

Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company has adopted ASU 2014-15.

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the new standard on January 1, 2020. The adoption did not have a material impact on the Company’s financial statements.

v3.24.3
Note 2 - Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
   

Level 1

   

Level 2

 

Level 3

   

Balance as of

September 30,

2024

 

Publicly traded common stock

  $ 24                 $ 24  

Publicly traded options

                           

Private company common stock

                200,000          

Private company preferred stock

                3,206,823          

Total

              $ 3,406,823     $ 3,406,847  
   

Level 1

   

Level 2

 

Level 3

   

Balance as of

December 31,

2023

 

Publicly traded common stock

  $ 860                 $ 860  

Publicly traded options

                           

Private company common stock

                3,239,881       3,239,881  

Private company preferred stock

                200,000       200,000  

Total

              $ 3,439,881     $ 3,440,741  
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]
   

Fair Value as of

September 30,

2024

 

Valuation Technique

Unobservable Inputs

Private Company Preferred Stock

  $ 200,000  

Purchase price June 10 and 16, 2022

Acquisition cost

Private Company Common Stock

  $ 178,043  

Price of June 2023 Round

Recent funding round

Private Company Common Stock

  $ 3,028,780  

Valuation range $2.25bn

Virtua Valuation Analysis

   

Fair Value as of

December 31,

2023

 

Valuation Technique

Unobservable Inputs

Private Company Preferred Stock

  $ 200,000  

Purchase price June 10 and 16, 2022

Acquisition cost

Private Company Common Stock

  $ 178,043  

Price of June 2023 Round

Recent funding round

Private Company Common Stock

  $ 3,061,838  

Valuation range $2.25bn

Virtua Valuation Analysis

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
   

Nine months

ended September

30, 2024

 

Balance as of December 31, 2023

  $ 3,440,741  

Unrealized loss on investments

    (835 )

Purchase of investment

    0  

Realized Gain – return of capital

    (33,059 )

Balance as of September 30, 2024

  $ 3,406,847  
v3.24.3
Note 5 - Note Payable (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Maturities of Long-Term Debt [Table Text Block]
   

Open

   

Total

 

Note Payable

  $ 2,956,403     $ 2,956,403  

Letter of Credit

    348,843       348,843  

Total

  $ 3,305,247     $ 3,305,247  
v3.24.3
Note 8 - Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Quarters Ended

   

Nine Months Ended,

 
   

September

30, 2024

   

September

30, 2023

   

September

30, 2024

   

September

30, 2023

 

Numerator:

                               

Net Operating Gain (Loss)

  $ (77,149 )   $ (123,365 )     (215,390 )     (388,803 )

Denominator:

                               

Weighted average shares outstanding - basic

    2,726,955       2,726,955       2,726,955       2,726,955  

Effect of dilutive potential shares

    395,000       345,000       395,000       345,000  

Shares outstanding - diluted

    3,121,955       3,071,955       3,121,955       3,071,955  
                                 

Net loss per share - basic

  $ (0.03 )   $ (0.05 )   $ (0.08 )   $ (0.14 )

Net loss per share - diluted

  $ (0.02 )   $ (0.04 )   $ (0.07 )   $ (0.13 )
Schedule of Comprehensive Earnings Per Share, Basic and Diluted [Table Text Block]
   

Quarters Ended

   

Six Months Ended,

 
   

September 30,

2024

   

September 30,

2023

   

September 30,

2024

   

September 30,

2023

 

Numerator:

                               

Comprehensive Earnings (Loss)

  $ (77,149 )   $ (123,365 )     (248,449 )     (388,803 )

Denominator:

                               

Weighted average shares outstanding - basic

    2,726,955       2,726,955       2,726,955       2,726,955  

Effect of dilutive potential shares

    395,000       345,000       395,000       345,000  

Shares outstanding - diluted

    3,121,955       3,071,955       3,121,955       3,071,955  
                                 

Net loss per share - basic

  $ (0.03 )   $ (0.05 )   $ (0.09 )   $ (0.14 )

Net loss per share - diluted

  $ (0.02 )   $ (0.04 )   $ (0.08 )   $ (0.13 )
v3.24.3
Note 1 - Business and Summary of Significant Accounting Policies (Details Textual)
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement, Option [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 3 years
Domestic Tax Jurisdiction [Member] | Internal Revenue Service (IRS) [Member]  
Open Tax Year 2018 2019 2020 2021
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member]  
Open Tax Year 2017 2018 2019 2020 2021
v3.24.3
Note 2 - Fair Value Measurements - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Inputs, Level 3 [Member]    
Investments, fair value $ 3,406,823 $ 3,439,881
Publicly Traded Common Stock [Member] | Fair Value, Inputs, Level 1 [Member]    
Investments, fair value 24 860
Private Company Common Stock [Member]    
Investments, fair value   3,239,881
Private Company Common Stock [Member] | Fair Value, Inputs, Level 3 [Member]    
Investments, fair value 200,000 3,239,881
Private Company Preferred Stock [Member]    
Investments, fair value   200,000
Private Company Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member]    
Investments, fair value $ 3,206,823 $ 200,000
v3.24.3
Note 2 - Fair Value Measurements - Investments Measured at Fair Value Using Significant Unobservable Inputs (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Private Company Preferred Stock [Member] | Valuation, Cost Approach [Member] | Purchase Price [Member]    
Investments, fair value $ 200,000 $ 200,000
Private Company Common Stock [Member] | Valuation, Cost Approach [Member] | Purchase Price [Member]    
Investments, fair value 178,043 178,043
Private Company Common Stock [Member] | Valuation, Market Approach [Member] | Measurement Input, Quoted Price [Member]    
Investments, fair value $ 3,028,780 $ 3,061,838
v3.24.3
Note 2 - Fair Value Measurements - Additional Information about Level 3 Assets Measured at Fair Value on a Recurring Basis (Details)
9 Months Ended
Sep. 30, 2024
USD ($)
Balance as of December 31, 2021 $ 3,440,741
Unrealized gain on investments (835)
Purchase of investment 0
Realized Gain – return of capital (33,059)
Balance as of June 30, 2024 $ 3,406,847
v3.24.3
Note 3 - Investments (Details Textual)
1 Months Ended 9 Months Ended 12 Months Ended
May 03, 2024
USD ($)
Jan. 03, 2024
USD ($)
$ / shares
shares
Jun. 16, 2022
USD ($)
$ / shares
shares
Jun. 10, 2022
USD ($)
$ / shares
shares
Mar. 17, 2021
USD ($)
$ / shares
shares
Sep. 17, 2017
$ / shares
shares
Oct. 02, 2015
$ / shares
shares
Mar. 30, 2012
USD ($)
$ / shares
shares
Jul. 31, 2023
$ / shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
Dec. 31, 2017
shares
Dec. 31, 2014
USD ($)
shares
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Debt and Equity Securities, Realized Gain (Loss)                   $ 11,663 $ 0          
Arcimoto, Inc. [Member] | Reverse Stock Split [Member]                                
Stockholders' Equity Note, Stock Split, Conversion Ratio                       2        
TangoMe, Inc. [Member]                                
Investment Owned, Shares Sold During Period, Shares | shares   15,448                            
Investment Owned, Shares Sold, Price Per Share | $ / shares   $ 2.89                            
Proceeds from Sale of Equity Securities, FV-NI   $ 44,721                            
Debt and Equity Securities, Realized Gain (Loss)   11,663                            
Investment Owned, Return of Capital   $ 33,058                            
Dividend Income, Operating $ 75,687                              
TangoMe, Inc, Series A Preferred Stock [Member]                                
Investment Owned, at Fair Value                           $ 3,061,838 $ 4,303,369  
Investment Owned, Increase (Decrease) in Fair Value                           1,241,118    
TangoMe, Inc, Series A Preferred Stock [Member] | Chief Executive Officer [Member]                                
Investment Purchased, Shares | shares               468,121                
Investment Purchased, Price Per Share | $ / shares               $ 2.14                
Investment Purchased, Value               $ 1,000,000                
Arcimoto, Inc. Series A-1 Preferred Stock [Member]                                
Investment Purchased, Shares | shares                         37,000      
Payments to Acquire Investments                         $ 100,011      
Options in Arcimoto, Inc [Member]                                
Investment Owned, at Fair Value                   $ 0           $ 28,598
Investment Owned, Balance, Shares | shares           5,000 2,500     250   74,000        
Option Indexed to Issuer's Equity, Strike Price | $ / shares           $ 2.0605 $ 4.121                  
Share Price | $ / shares                             $ 0.17 $ 7.78
Arcimoto, Inc. [Member]                                
Share Price | $ / shares                               $ 7.78
Common Stock in Arcimoto, Inc [Member]                                
Investment Owned, at Fair Value                   $ 24           $ 575,720
Investment Owned, Balance, Shares | shares                   1,000            
Share Price | $ / shares                   $ 0.024            
Common Shares of Buoy Health, Inc [Member]                                
Investment Purchased, Shares | shares         11,233                      
Investment Purchased, Price Per Share | $ / shares         $ 15.92       $ 15.85              
Investment Owned, at Fair Value         $ 178,824                 178,043 $ 160,938  
Investment Owned, Increase (Decrease) in Fair Value                           $ 17,101 (17,882)  
Preferred Stock in Aristotle [Member]                                
Investment Purchased, Shares | shares     5,037 5,037                        
Investment Purchased, Price Per Share | $ / shares     $ 19.85 $ 19.85                        
Investment Purchased, Value     $ 100,000                          
Investment Owned, at Fair Value       $ 100,000                     $ 200,000  
Preferred Stock in Aristotle [Member] | Chief Executive Officer [Member]                                
Investment Purchased, Shares | shares       5,037                        
Investment Purchased, Price Per Share | $ / shares       $ 19.85                        
Payments to Acquire Investments       $ 100,000                        
v3.24.3
Note 4 - Related Party Transactions (Details Textual) - USD ($)
Jun. 16, 2022
Jun. 10, 2022
Jun. 06, 2022
May 27, 2022
Mar. 10, 2021
Preferred Stock in Aristotle [Member]          
Investment Purchased, Shares 5,037 5,037      
Investment Purchased, Price Per Share $ 19.85 $ 19.85      
Conversion of Debt into Common Stock [Member]          
Debt Conversion, Original Debt, Amount       $ 824,269  
Debt Conversion, Converted Instrument, Shares Issued (in shares)       404,054  
Debt Instrument, Convertible, Conversion Price (in dollars per share)       $ 2.04  
Chief Executive Officer [Member] | Preferred Stock in Aristotle [Member]          
Investment Purchased, Shares   5,037      
Investment Purchased, Price Per Share   $ 19.85      
Payments to Acquire Investments   $ 100,000      
Chief Executive Officer [Member] | Conversion of Debt into Common Stock [Member]          
Debt Conversion, Original Debt, Amount       $ 824,269  
Debt Conversion, Converted Instrument, Shares Issued (in shares)       404,054  
Debt Instrument, Convertible, Conversion Price (in dollars per share)       $ 2.04  
Chief Executive Officer [Member] | Loans Payable [Member]          
Debt Instrument, Face Amount         $ 300,000
Debt Instrument, Interest Rate, Stated Percentage         6.00%
Director [Member]          
Stock Issued During Period, Shares, New Issues (in shares)     121,212    
Shares Issued, Price Per Share (in dollars per share)     $ 1.65    
Stock Issued During Period, Value, New Issues     $ 200,000    
Director [Member] | Preferred Stock in Aristotle [Member]          
Investment Purchased, Shares 5,037        
Investment Purchased, Price Per Share $ 19.85        
Payments to Acquire Investments $ 100,000        
v3.24.3
Note 5 - Note Payable (Details Textual) - USD ($)
May 27, 2022
Mar. 31, 2012
Dec. 31, 2023
Dec. 31, 2022
Nov. 30, 2022
Apr. 01, 2017
Conversion of Debt into Common Stock [Member]            
Debt Conversion, Original Debt, Amount $ 824,269          
Debt Conversion, Converted Instrument, Shares Issued (in shares) 404,054          
Debt Instrument, Convertible, Conversion Price (in dollars per share) $ 2.04          
Conversion of Debt into Common Stock [Member] | Chief Executive Officer [Member]            
Debt Conversion, Original Debt, Amount $ 824,269          
Debt Conversion, Converted Instrument, Shares Issued (in shares) 404,054          
Debt Instrument, Convertible, Conversion Price (in dollars per share) $ 2.04          
Note Renewal Warrants [Member]            
Class of Warrant or Right, Number of Securities Called by Warrants or Rights         319,021  
Class of Warrant or Right, Exercise Price of Warrants or Rights         $ 2.04  
Warrants and Rights Outstanding, Term         5 years  
Notes Payable, Other Payables [Member]            
Proceeds from Notes Payable   $ 1,000,000        
Debt Instrument, Interest Rate, Stated Percentage   8.00%     7.00% 10.00%
Debt Instrument, Interest Rate, Default Percentage   10.00%        
Long-Term Debt, Gross     $ 2,806,867 $ 2,618,692    
v3.24.3
Note 5 - Note Payable - Scheduled Maturities (Details)
Sep. 30, 2024
USD ($)
Open $ 3,305,247
Total 3,305,247
Letter of Credit [Member]  
Open 348,843
Total 348,843
Notes Payable, Other Payables [Member]  
Open 2,956,403
Total $ 2,956,403
v3.24.3
Note 6 - Line of Credit Arrangement (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2021
Dec. 31, 2020
Investment, Variable Interest Rate, Type [Extensible Enumeration] us-gaap:PrimeRateMember   us-gaap:PrimeRateMember        
Long-Term Line of Credit, Total $ 348,843   $ 348,843   $ 348,843    
Interest Expense, Debt 54,713 $ 55,488 168,661 $ 162,642      
First Republic Bank [Member] | Line of Credit [Member]              
Line of Credit Facility, Maximum Borrowing Capacity $ 350,000   $ 350,000        
Debt Instrument, Basis Spread on Variable Rate     4.50%        
Debt Instrument, Interest Rate, Effective Percentage           7.75%  
Debt Instrument, Interest Rate, Stated Percentage             7.75%
Long-Term Line of Credit, Total         $ 348,843    
Interest Expense, Debt     $ 19,125 $ 23,131      
v3.24.3
Note 7 - State Franchise Taxes Payable (Details Textual) - USD ($)
Sep. 30, 2024
Jun. 30, 2023
Franchise Taxes in Arrears, Total $ 16,052 $ 18,500
v3.24.3
Note 8 - Stockholders' Equity (Details Textual) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Feb. 05, 2024
Jun. 06, 2022
May 27, 2022
Apr. 29, 2021
Sep. 15, 2003
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2008
Dec. 31, 2023
Common Stock, Shares Authorized           25,000,000   25,000,000     25,000,000
Common Stock, Shares, Issued           3,472,491   3,472,491     2,937,225
Common Stock, Shares, Outstanding (in shares)           3,472,491   3,472,491     2,937,225
Treasury Stock, Common, Shares           745,536   745,536     745,536
Treasury Stock, Shares, Acquired         745,536            
Shares Acquired, Average Cost Per Share         $ 0.7            
Treasury Stock, Value, Acquired, Cost Method         $ 521,875         $ 699  
Treasury Stock, Acquired, Percentage of Outstanding Shares         50.11%            
Preferred Stock, Shares Authorized           5,000,000   5,000,000     5,000,000
Share-Based Payment Arrangement, Expense           $ 8,341 $ 62,209 $ 104,178 $ 184,599    
Chief Financial Officer [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross 50,000                    
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) $ 2                    
Share-Based Payment Arrangement, Option [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period               3 years      
Share-Based Payment Arrangement, Expense               $ 104,178      
Equity Incentive Plan [Member]                      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross       175,000              
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)       $ 1.99              
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period       3 years              
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)       7 years              
Share Price       $ 2.34              
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price       $ 1.99              
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term       3 years              
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate       0.35%              
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate       185.00%              
Director [Member]                      
Stock Issued During Period, Shares, New Issues (in shares)   121,212                  
Stock Issued During Period, Value, New Issues   $ 200,000                  
Shares Issued, Price Per Share (in dollars per share)   $ 1.65                  
Conversion of Debt into Common Stock [Member]                      
Debt Conversion, Original Debt, Amount     $ 824,269                
Debt Conversion, Converted Instrument, Shares Issued (in shares)     404,054                
Debt Instrument, Convertible, Conversion Price (in dollars per share)     $ 2.04                
v3.24.3
Note 8 - Stockholders' Equity - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net Operating Loss $ (77,149) $ (123,365)     $ (215,390) $ (388,803)
Weighted average shares outstanding (in shares) 2,726,955 2,726,955 2,726,955 2,726,955 2,726,955 2,726,955
Effect of dilutive potential shares (in shares) 395,000 345,000 395,000 345,000 395,000 345,000
Shares outstanding - diluted (in shares) 3,121,955 3,071,955 3,121,955 3,071,955 3,121,955 3,071,955
Net loss per share - basic (in dollars per share) $ (0.03) $ (0.05)     $ (0.08) $ (0.14)
Net loss per share - diluted (in dollars per share) $ (0.02) $ (0.04)     $ (0.07) $ (0.13)
v3.24.3
Note 8 - Stockholders' Equity - Computation of Comprehensive Earnings (Loss) Per Share (Details) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net Comprehensive Earnings $ (77,149) $ (123,365) $ (248,449) $ (388,803) $ (248,449) $ (388,803)
Weighted average shares outstanding (in shares) 2,726,955 2,726,955 2,726,955 2,726,955 2,726,955 2,726,955
Effect of dilutive potential shares (in shares) 395,000 345,000 395,000 345,000 395,000 345,000
Shares outstanding - diluted (in shares) 3,121,955 3,071,955 3,121,955 3,071,955 3,121,955 3,071,955
Net comprehensive profit (loss) per share (in dollars per share) $ (0.03) $ (0.05) $ (0.09) $ (0.14) $ (0.09) $ (0.14)
Net gain (loss) per share - diluted (in dollars per share) $ (0.02) $ (0.04) $ (0.08) $ (0.13)    

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