10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q Amended

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2021

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

Commission File Number 0-12346

IRONSTONE GROUP, 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) 551-8600

(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 this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange 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 June 24, 2021 2,191,689 shares of Common Stock, $0.01 par value, were outstanding.

EXPLANATORY NOTE

The previous Company 10Q as of March 31, 2021 did not account for the two for one stock split within its common stock holdings in Arcimoto. The previous filing reported common stock holdings as 37,000 shares. Applying the two for one stock split results in 74,000 shares being held, which has been confirmed by the stock transfer agent of Arcimoto. All financial reports, schedules and notes have been updated to reflect the accurate number of Arcimoto shares held.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	3
Condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020	3
Condensed consolidated statements of comprehensive loss for the three months ended March 31, 2021 and 2020	4
Condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020	5
Notes to condensed consolidated financial statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16

Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	17
Signatures	18

Exhibit Index

2

PART I. FINANCIAL INFORMATION

ITEM I – FINANCIAL STATEMENTS

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	March 31, 2021			December 31, 2020
ASSETS:
Cash	$	117,077		$	(39	)
Investments:
Marketable securities		1,034,868			1,034,868
Non-marketable securities		2,753,489			2,574,665
Total assets	$	3,905,433		$	3,609,494
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses	$	159,903		$	151,121
Line of credit borrowings		350,000			350,000
Note payable		2,161,881			2,109,857
Note payable - related party		624,313			317,625
Interest payable - related party		147,134			139,292
Total liabilities		3,443,232			3,067,895
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 2,937,225 shares are issued and outstanding as of March 31, 2021 and December 31, 2020		29,372			29,372
Additional paid-in capital		21,839,083			21,839,083
Accumulated deficit		(22,567,212	)		(23,204,026	)
Accumulated other comprehensive Income		1,683,532			2,399,744
		984,775			1,064,173
Less: Treasury Stock, 745,536 shares, at cost		(522,574	)		(522,574	)
Total stockholders' equity		462,201			541,599
Total liabilities and stockholders' equity	$	3,905,433		$	3,609,494

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

3

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

	Three Months Ended
	March 31,
	2021			2020
Operating expenses:
Professional fees	$	2,608		$	234
State and local taxes		7,349			5,650
General and administrative expenses		(39	)		-
Total operating expenses		9,918			5,884
Loss from operations		(9,918	)		(5,884	)
Other expense:
Interest expense		(61,637	)		(57,255	)
Interest expense to related party		(7,843	)		(6,016	)
Net loss	$	(79,398	)	$	(69,155	)
COMPREHENSIVE LOSS, NET OF TAX:
Net loss	$	(79,398	)	$	(69,155	)
Unrealized holding gain (loss) arising during the period		-			(34,040	)
Comprehensive loss	$	(79,398	)	$	(103,195	)
Basic and diluted loss per share
Net loss per share	$	(0.04	)	$	(0.03	)
Shares outstanding		2,191,689			2,191,689

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

4

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended
	March 31
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(79,398	)	$	(69,155	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		5,858			5,884
Interest payable		54,949			50,567
Interest payable - related party		7,842			6,016
Net cash used in operating activities		(10,749	)		(6,688	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable		306,688			6,688
Net cash provided by financing activities		306,688			6,688
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in non-marketable securities		(178,824	)		-
Net cash provided (used) by financing activities		(178,824	)		-
Net increase in cash		117,115			0
Cash at beginning of period		(39	)		(39	)
Cash at end of period	$	117,076		$	(39	)
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	-		$	-

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

5

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activities

Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities. Ironstone Group, Inc, (“Ironstone” or the “Company”) a Delaware corporation, was incorporated in 1972.

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 March 31, 2021 and December 31, 2020, the results of its operations for the three month periods ended March 31, 2021 and March 31, 2020 and its cash flows for the three month periods ended March 31, 2021 and March 31, 2020. 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, 2014.

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 March 31, 2021 and December 31, 2020 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.

6

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

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 March 31, 2021 and December 31, 2020, 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 March 31, 2021, 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).

During the three months ended March 31, 2021 and 2020, the Company recognized $2,925 in interest penalties to the State of Delaware for franchise taxes in arrears for each period respectively. The Company owes Delaware franchise taxes in arrears totaling an estimated $65,000 through December 31, 2020. Total estimated interest penalties are $38,025 for March 31, 2021 and $35,100 for December 31, 2020.

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 four years. All stock options granted through the reporting period have expired unexercised.

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.

7

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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

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 Entity’s 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:

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.

8

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(UNAUDITED)

2. FAIR VALUE MEASUREMENTS (continued)

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 March 31, 2021 and December 31, 2020 by the fair value hierarchy:

							Balance as of
							March 31,
	Level 1		Level 2		Level 3		2021
Investments:
Publicly traded common stock	$	979,020	$	-	$	-	$	979,020
Publicly traded options	$	55,848
Private company common stock		-		-		178,824		178,824
Private company preferred stock		-		-		2,574,665		2,574,665
Total	$	1,034,868	$	-	$	2,753,489	$	3,788,357

							Balance as of
							December 31,
	Level 1		Level 2		Level 3		2020
Investments:
Publicly traded common stock	$	979,020	$	-	$	-	$	979,020
Publicly traded options	$	55,848
Private company common stock		-		-				-
Private company preferred stock		-		-		2,574,665		2,574,665
Total	$	1,034,868	$	-	$	2,574,665	$	3,609,533

9

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
	March 31,
	2021		Valuation Technique	Unobservable Inputs
Private Company Common Stock	$	178,824	Purchase price 3-10-2021	Acquisition cost
Private Company Preferred Stock	$	2,574,666	valuation average range $1.0bn to $1.5bn	Big data technology "MESE" system, and SPAC inqueries

	Fair Value as of
	December 31,
	2020		Valuation Technique	Unobservable Inputs
Private Company Preferred Stock	$	2,574,666	valuation average range $1.0bn to $1.5bn	Big data technology "MESE" system, and SPAC inqueries

10

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(UNAUDITED)

2. FAIR VALUE MEASUREMENTS (concluded)

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for three months ended March 31, 2021 and 2020. 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.

	Three Months Ended
	March 31, 2021
Balance as of December 31, 2020	$	2,574,665
Unrealized gain on investments		-
Balance as of March 31, 2021	$	2,574,665

	Three Months Ended
	March 31, 2020
Balance as of December 31, 2019	$	2,574,665
Unrealized gain on investments		-
Purchase of investment		178,824
Balance as of March 31, 2020	$	2,574,665

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. For the year ended December 31, 2020 there was no valuation gain or loss for TangoMe, Inc., remaining at a valuation of $2,574,666. There was no change in value as of March 31, 2021, with the valuation remaining at $2,574,666. The investment fair value is based on using an average company valuation for TangoMe Inc. as determined by the “MESE” big data analysis system and SPAC inquiries for TangoMe, Inc. These are the primary significant unobservable input used in the fair value measurement of the Company’s investment. 

Salon Media Group, Inc.

The Company owned 1,926,857 shares of Common Stock of Salon Media Group, Inc. On March 6, 2019 Salon Media Group, Inc. entered into to a sale of all of its assets at an amount of less than $0.01 per share. Ironstone received no measurable value for its investment and wrote the investment off.

FlexiInternational Software, Inc.

The Company owned 78,000 shares of Flexi International Software stock. The investment in common shares of Flexi was sold in entirety during 2015 for approximately $10,000 to cover operating costs.

Truett-Hurst, Inc.

The company owned 10,000 shares of Truett-Hurst common stock. The Company sold its investment in Truett-Hurst, Inc. during 2015 for approximately $30,000 to cover operating costs.

11

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(UNAUDITED)

3. INVESTMENTS (concluded)

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, 2020 was $13.23 per share, resulting in a stock holdings valuation of $979,020 and in-the-money options valuation of $55,848. On March 31, 2021 the closing price was also $13.23 per share, maintaining the stock holding valuation of $979,020 and options in-the-money valuation of $55,848, resulting in no gain or loss for the quarter ended March 31, 2021.

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. The total value of the investment was $178,824 at March 31, 2021.

4. RELATED PARTY TRANSACTIONS

On December 31, 2014 the Company combined all the various notes payable, which were issued at various times to Mr. William R. Hambrecht, to one note for $182,000 at 7.75% interest, with a December 31, 2015 maturity.

From the time period January 2016 through March 2021, the interest on the Letter of Credit was paid by William R. Hambrecht, resulting in a loan to Ironstone Group from William R. Hambrecht. The loan interest rate is 7.75%. The loan balances at December 31, 2020 and March 31, 2021 were $135,625 and $142,313 respectively. Accrued interest at December 31, 2020 was $30,437 and March 31, 2021 was $33,716. Maturity of the note is March 31, 2026.

On March 10, 2021 William R. Hambrecht loaned Ironstone Group, Inc. $300,000 at 6% interest rate with a March 11, 2026 maturity.

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 has 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. The gross amounts payable under the agreement as of March 31, 2021 and December 31, 2014 were $2,161,881 and $1,910,916 respectively.

Furthermore, the Company has a note payable agreement with a related party, William R. Hambrecht. This note carries a 7.75% interest rate per annum and had a maturity date of December 31, 2015. The note payable carried a principal balance

of $182,000 as of March 31, 2021 and December 31, 2020 with additional accrued interest of $112,333 and $108,855 respectively. The loan maturity has been extended to December 31, 2025.

A loan was made to Ironstone Group by William R. Hambrecht resulting from William R. Hambrecht paying the interest on the Bank Letter of Credit. The loan from William R. Hambrecht interest rate is 7.75%. The loan balances at March 31, 2021 and December 31, 2020 were $142,313 and $135,625 respectively. Accrued interest at March 31, 2021 was $33,716 and December 31, 2020 was $30,437. Maturity of the note is March 31, 2026.

On March 10, 2021 William R. Hambrecht loaned Ironstone Group, Inc. $300,000 at 6.0% interest rate with a March 11, 2026 maturity. Interest payable at March 31, 2021 was $1,085.

12

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(UNAUDITED)

The scheduled maturities of notes and LOC payable outstanding as of March 31, 2021 are as follows:

	2025		2026		pending		Total
Notes payable	$	-	$	-	$	2,161,881	$	2,161,881
Letter of Credit		-		-		350,000		350,000
Notes payable - related party		182,000		442,313		-		624,313
Total	$	182,000	$	442,313	$	2,511,881	$	3,136,194

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 March 31, 2020 and December 31, 2020, interest was being paid at a rate of 7.75%. The line is guaranteed by both William R. Hambrecht, Director and Chief Executive Officer, and Robert H. Hambrecht, Director. The line of credit is due on demand and is secured by all of the Company’s business assets. As of March 31, 2021 and December 31, 2020, the outstanding balance under the line was $350,000. The total recorded interest expense on this note for the quarter ended March 31, 2021 and quarter ended December 31, 2020 was $6,688 and $6,637 respectively, and paid by William R. Hambrecht. The line of credit is still pending renewal.

7. STOCKHOLDERS’ EQUITY

Common Stock

On January 2, 2014, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with new investors and existing investors (each, a “Share Purchaser” and, collectively, the “Share Purchasers”), pursuant to which, the Company issued and sold to such Share Purchasers 131,429 shares of the Company’s Common Stock, representing approximately 7% of Ironstone’s outstanding equity securities on the date of purchase, for an aggregate purchase price of $230,000.

On May 1, 2014, a third party exercised warrants for 187,296 shares of the Company’s Common Stock. As of September 30, 2014, the Company issued 187,296 shares from the warrant exercise to the third party.

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 March 31, 2021 and December 31, 2020, 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 March 31, 2021 and December 31, 2020.

13

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(UNAUDITED)

Stock-Based Compensation

For the quarters ended March 31, 2021 and March 31, 2020, the Company recorded no stock-based compensation expense as all options granted expired prior to these reporting periods.

Stock Option Plans

The Company is currently revising its existing Equity Incentive Plan. As of March 31, 2021, 187,296 shares were available for grant under the Plan. 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.

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 the anti-dilutive common stock equivalents excluded from the computations for the periods presented:

	Quarters Ended
	March 31, 2021			March 31, 2020
Numerator:
Net Loss	$	(79,398	)	$	(103,195	)
Denominator:
Weighted average shares outstanding - basic		2,191,689			2,191,689
Effect of dilutive potential shares		-			-
Shares outstanding - diluted		2,191,689			2,191,689
Net loss per share - basic	$	(0.04	)	$	(0.05	)
Net loss per share - diluted	$	(0.04	)	$	(0.05	)

8. MANAGEMENT’S 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.

14

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(UNAUDITED)

ITEM 2. MANAGEMENT’S 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 three ended March 31, 2021 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, 2014.

RESULTS OF OPERATIONS

Three months ended March 31, 2021 and March 31, 2020

Operating expenses for three months ended March 31, 2021 totaled $9,918, an increase of $4,034 or 68.6% as compared to the three months ended March 31, 2020. The increase was primarily due to an increase in professional fees of $2,374, and state taxes of $1,699. Other expenses for the three months ended March 31, 2021 totaled $69,480, an increase of $6,209 or 9.8% as compared to $63,271 for the three months ended March 31, 2020. This increase was due to higher interest expense accruals.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $10,748 and $6,688 for the quarters ended March 31, 2021 and 2020, respectively. 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 March 31, 2021 the outstanding balance under the line was $350,000.

At March 31, 2021, the outstanding balance the Company borrowed from related party Mr. William R. Hambrecht was $324,313 with interest at 7.75% per annum and $300,000 at 6.0% per annum. As of March 31, 2021, the total notes payable to the third party was $2,161,881.

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.

While the Company explores new business opportunities, the primary capital resource of the Company relates to the 74,000 shares held of Arcimoto valued at $979,020 for both the three months ended March 31, 2021 and December 31, 2020. The 468,121 shares of non-marketable investment TangoMe, Inc. is also a primary capital resource. The investment in TangoMe, Inc. shares is valued at $2,574,666 for the three months ended March 31, 2021 and year ended December 31, 2020, respectively. Given that the investment in TangoMe, Inc. does not have a readily determinable fair value, the Company exerts significant judgment in estimating the fair value using various pricing models and the information available to the Company that it deems most relevant.

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.

15

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 March 31, 2021 in connection with the filing of this Annual Report on Form 10K. Based on that evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2021, 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 three-months ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s 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 March 31, 2021. 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 Control—Integrated Framework. Based on our evaluation, management concluded that, as of March 31, 2021, 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 considering 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.

16

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., and Buoy Health, Inc., and marketable securities of Arcimoto Inc. There can be no assurance that a market will 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 XBRL Instance

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation

101.DEF XBRL Taxonomy Extension Definition

101.LAB XBRL Taxonomy Extension Labels

101.PRE XBRL Taxonomy Extension Presentation

17

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: June 28, 2021
	By:	/s/ William R. Hambrecht
		William R. Hambrecht
		Chief Executive Officer

18

EX-31.1

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:  June 28, 2021

/s/ William R. Hambrecht

William R. Hambrecht

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

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

I, Eugene Yates, 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:  June 28, 2021

/s/ Eugene Yates

Eugene Yates

Chief Financial Officer

EX-32.1

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 March 31, 2021 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:  June 28, 2021

/s/  William R. Hambrecht
William R. Hambrecht

Chief Executive Officer

EX-32.2

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 March 31, 2021 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:  June 28, 2021

     
/s/  Eugene Yates
Eugene Yates

Chief Financial Officer

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2021	Jun. 24, 2021
Document Information [Line Items]
Entity Registrant Name	IRONSTONE GROUP INC
Entity Central Index Key	0000723269
Trading Symbol	irns
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		2,191,689
Entity Shell Company	false
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	true
Amendment Description	The previous Company 10Q as of March 31, 2021 did not account for the two for one stock split within its common stock holdings in Arcimoto. The previous filing reported common stock holdings as 37,000 shares. Applying the two for one stock split results in 74,000 shares being held, which has been confirmed by the stock transfer agent of Arcimoto. All financial reports, schedules and notes have been updated to reflect the accurate number of Arcimoto shares held.
Title of 12(g) Security	Common Stock, $0.01 par value

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
ASSETS:
Cash	$ 117,077	$ (39)
Investments:
Marketable securities	1,034,868	1,034,868
Non-marketable securities	2,753,489	2,574,665
Total assets	3,905,433	3,609,494
Accounts payable and accrued expenses	159,903	151,121
Line of credit borrowings	350,000	350,000
Note payable	2,161,881	2,109,857
Note payable - related party	624,313	317,625
Interest payable - related party	147,134	139,292
Total liabilities	3,443,232	3,067,895
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 2,937,225 shares are issued and outstanding as of March 31, 2021 and December 31, 2020	29,372	29,372
Additional paid-in capital	21,839,083	21,839,083
Accumulated deficit	(22,567,212)	(23,204,026)
Accumulated other comprehensive Income	1,683,532	2,399,744
Stockholders' Equity before Treasury Stock	984,775	1,064,173
Less: Treasury Stock, 745,536 shares, at cost	(522,574)	(522,574)
Total stockholders' equity	462,201	541,599
Total liabilities and stockholders' equity	$ 3,905,433	$ 3,609,494

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Preferred stock, par value (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	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock, shares issued (in shares)	2,937,225	2,937,225
Common stock, shares outstanding (in shares)	2,937,225	2,937,225
Treasury stock, shares (in shares)	745,536	745,536

XML

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses:
Professional fees	$ 2,608	$ 234
State and local taxes	7,349	5,650
General and administrative expenses	(39)
Total operating expenses	9,918	5,884
Loss from operations	(9,918)	(5,884)
Other expense:
Interest expense	(61,637)	(57,255)
Interest expense to related party	(7,843)	(6,016)
Net loss	(79,398)	(69,155)
COMPREHENSIVE LOSS, NET OF TAX:
Net loss	(79,398)	(69,155)
Unrealized holding gain (loss) arising during the period		(34,040)
Comprehensive loss	$ (79,398)	$ (103,195)
Basic and diluted loss per share
Net loss per share (in dollars per share)	$ (0.04)	$ (0.03)
Shares outstanding (in shares)	2,191,689	2,191,689

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (79,398)	$ (69,155)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	5,858	5,884
Interest payable	54,949	50,567
Interest payable - related party	7,842	6,016
Net cash used in operating activities	(10,749)	(6,688)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable	306,688	6,688
Net cash provided by financing activities	306,688	6,688
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in non-marketable securities	(178,824)
Net cash provided (used) by financing activities	(178,824)
Net increase in cash	117,115	0
Cash at beginning of period	(39)	(39)
Cash at end of period	117,076	(39)
Supplemental disclosure of cash flow information:
Cash paid during the period for interest

XML

Note 1 - Business and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

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 Group, Inc. and subsidiaries have

no

operations but are seeking appropriate business combination opportunities. Ironstone Group, Inc, (“Ironstone” or the “Company”) a Delaware corporation, was incorporated in

1972.

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

March 31, 2021

and

December 31, 2020,

the results of its operations for the

three

month periods ended

March 31, 2021

and

March 31, 2020

and its cash flows for the

three

month periods ended

March 31, 2021

and

March 31, 2020.

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, 2014.

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

March 31, 2021

and

December 31, 2020

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

March 31, 2021

and

December 31, 2020,

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

March 31, 2021,

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).

During the

three

months ended

March 31, 2021

and

2020,

the Company recognized

$2,925

in interest penalties to the State of Delaware for franchise taxes in arrears for each period respectively. The Company owes Delaware franchise taxes in arrears totaling an estimated

$65,000

through

December 31, 2020.

Total estimated interest penalties are

$38,025

for

March 31, 2021

and

$35,100

for

December 31, 2020.

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

four

years. All stock options granted through the reporting period have expired unexercised.

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 Entity

'

s 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.

XML

Note 2 - Fair Value Measurements

3 Months Ended

Mar. 31, 2021

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

March 31, 2021

and

December 31, 2020

by the fair value hierarchy:

							Balance as of
							March 31,
	Level 1		Level 2		Level 3		2021
Investments:
Publicly traded common stock	$	979,020	$	-	$	-	$	979,020
Publicly traded options	$	55,848
Private company common stock		-		-		178,824		178,824
Private company preferred stock		-		-		2,574,665		2,574,665
Total	$	1,034,868	$	-	$	2,753,489	$	3,788,357

							Balance as of
							December 31,
	Level 1		Level 2		Level 3		2020
Investments:
Publicly traded common stock	$	979,020	$	-	$	-	$	979,020
Publicly traded options	$	55,848
Private company common stock		-		-				-
Private company preferred stock		-		-		2,574,665		2,574,665
Total	$	1,034,868	$	-	$	2,574,665	$	3,609,533

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
	March 31,
	2021		Valuation Technique	Unobservable Inputs
Private Company Common Stock	$	178,824	Purchase price 3-10-2021	Acquisition cost
Private Company Preferred Stock	$	2,574,666	valuation average range $1.0bn to $1.5bn	Big data technology "MESE" system, and SPAC inqueries

	Fair Value as of
	December 31,
	2020		Valuation Technique	Unobservable Inputs
Private Company Preferred Stock	$	2,574,666	valuation average range $1.0bn to $1.5bn	Big data technology "MESE" system, and SPAC inqueries

The following table presents additional information about Level

3

assets measured at fair value on a recurring basis for

three

months ended

March 31, 2021

and

2020.

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.

	Three Months Ended
	March 31, 2021
Balance as of December 31, 2020	$	2,574,665
Unrealized gain on investments		-
Balance as of March 31, 2021	$	2,574,665

	Three Months Ended
	March 31, 2020
Balance as of December 31, 2019	$	2,574,665
Unrealized gain on investments		-
Purchase of investment		178,824
Balance as of March 31, 2020	$	2,574,665

XML

Note 3 - Investments

3 Months Ended

Mar. 31, 2021

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.

For the year ended

December 31, 2020

there was

no

valuation gain or loss for TangoMe, Inc., remaining at a valuation of

$2,574,666.

There was

no

change in value as of

March 31, 2021,

with the valuation remaining at

$2,574,666.

The investment fair value is based on using an average company valuation for TangoMe Inc. as determined by the “MESE” big data analysis system and SPAC inquiries for TangoMe, Inc. These are the primary significant unobservable input used in the fair value measurement of the Company's investment. 

Salon Media Group, Inc.

The Company owned

1,926,857

shares of Common Stock of Salon Media Group, Inc. On

March 6, 2019

Salon Media Group, Inc. entered into to a sale of all of its assets at an amount of less than

$0.01

per share. Ironstone received

no

measurable value for its investment and wrote the investment off.

FlexiInternational Software, Inc.

The Company owned

78,000

shares of Flexi International Software stock. The investment in common shares of Flexi was sold in entirety during

2015

for approximately

$10,000

to cover operating costs.

Truett-Hurst, Inc.

The company owned

10,000

shares of Truett-Hurst common stock. The Company sold its investment in Truett-Hurst, Inc. during

2015

for approximately

$30,000

to cover operating costs.

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, 2020

was

$13.23

per share, resulting in a stock holdings valuation of

$979,020

and in-the-money options valuation of

$55,848.

On

March 31, 2021

the closing price was also

$13.23

per share, maintaining the stock holding valuation of

$979,020

and options in-the-money valuation of

$55,848,

resulting in

no

gain or loss for the quarter ended

March 31, 2021.

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. The total value of the investment was

$178,824

at

March 31, 2021.

XML

Note 4 - Related Party Transactions

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

4.

RELATED PARTY TRANSACTIONS

On

December 31, 2014

the Company combined all the various notes payable, which were issued at various times to Mr. William R. Hambrecht, to

one

note for

$182,000

at

7.75%

interest, with a

December 31, 2015

maturity.

From the time period

January 2016

through

March 2021,

the interest on the Letter of Credit was paid by William R. Hambrecht, resulting in a loan to Ironstone Group from William R. Hambrecht. The loan interest rate is

7.75%.

The loan balances at

December 31, 2020

and

March 31, 2021

were

$135,625

and

$142,313

respectively. Accrued interest at

December 31, 2020

was

$30,437

and

March 31, 2021

was

$33,716.

Maturity of the note is

March 31, 2026.

On

March 10, 2021

William R. Hambrecht loaned Ironstone Group, Inc.

$300,000

at

6%

interest rate with a

March 11, 2026

maturity.

XML

Note 5 - Notes Payable

3 Months Ended

Mar. 31, 2021

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 has 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.

The gross amounts payable under the agreement as of

March 31, 2021

and

December 31, 2014

were

$2,161,881

and

$1,910,916

respectively.

Furthermore, the Company has a note payable agreement with a related party, William R. Hambrecht. This note carries a

7.75%

interest rate per annum and had a maturity date of

December 31, 2015.

The note payable carried a principal balance

of

$182,000

as of

March 31, 2021

and

December 31, 2020

with additional accrued interest of

$112,333

and

$108,855

respectively. The loan maturity has been extended to

December 31, 2025.

A loan was made to Ironstone Group by William R. Hambrecht resulting from William R. Hambrecht paying the interest on the Bank Letter of Credit. The loan from William R. Hambrecht interest rate is

7.75%.

The loan balances at

March 31, 2021

and

December 31, 2020

were

$142,313

and

$135,625

respectively. Accrued interest at

March 31, 2021

was

$33,716

and

December 31, 2020

was

$30,437.

Maturity of the note is

March 31, 2026.

On

March 10, 2021

William R. Hambrecht loaned Ironstone Group, Inc.

$300,000

at

6.0%

interest rate with a

March 11, 2026

maturity. Interest payable at

March 31, 2021

was

$1,085.

The scheduled maturities of notes and LOC payable outstanding as of

March 31, 2021

are as follows:

	2025		2026		pending		Total
Notes payable	$	-	$	-	$	2,161,881	$	2,161,881
Letter of Credit		-		-		350,000		350,000
Notes payable - related party		182,000		442,313		-		624,313
Total	$	182,000	$	442,313	$	2,511,881	$	3,136,194

XML

Note 6 - Line of Credit Arrangement

3 Months Ended

Mar. 31, 2021

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

March 31, 2020

and

December 31, 2020,

interest was being paid at a rate of

7.75%

.

The line is guaranteed by both William R. Hambrecht, Director and Chief Executive Officer, and Robert H. Hambrecht, Director. The line of credit is due on demand and is secured by all of the Company's business assets. As of

March 31, 2021

and

December 31, 2020,

the outstanding balance under the line was

$350,000

.

The total recorded interest expense on this note for the quarter ended

March 31, 2021

and quarter ended

December 31, 2020

was

$6,688

and

$6,637

respectively, and paid by William R. Hambrecht. The line of credit is still pending renewal.

XML

Note 7 - Stockholders' Equity

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

7.

STOCKHOLDERS

'

EQUITY

Common Stock

On

January 2, 2014,

the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with new investors and existing investors (each, a “Share Purchaser” and, collectively, the “Share Purchasers”), pursuant to which, the Company issued and sold to such Share Purchasers

131,429

shares of the Company's Common Stock, representing approximately

7%

of Ironstone's outstanding equity securities on the date of purchase, for an aggregate purchase price of

$230,000.

On

May 1, 2014,

a

third

party exercised warrants for

187,296

shares of the Company's Common Stock. As of

September 30, 2014,

the Company issued

187,296

shares from the warrant exercise to the

third

party.

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

March 31, 2021

and

December 31, 2020,

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

March 31, 2021

and

December 31, 2020.

Stock-Based Compensation

For the quarters ended

March 31, 2021

and

March 31, 2020,

the Company recorded

no

stock-based compensation expense as all options granted expired prior to these reporting periods.

Stock Option Plans

The Company is currently revising its existing Equity Incentive Plan. As of

March 31, 2021,

187,296

shares were available for grant under the Plan. 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.

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 the anti-dilutive common stock equivalents excluded from the computations for the periods presented:

	Quarters Ended
	March 31, 2021			March 31, 2020
Numerator:
Net Loss	$	(79,398	)	$	(103,195	)
Denominator:
Weighted average shares outstanding - basic		2,191,689			2,191,689
Effect of dilutive potential shares		-			-
Shares outstanding - diluted		2,191,689			2,191,689
Net loss per share - basic	$	(0.04	)	$	(0.05	)
Net loss per share - diluted	$	(0.04	)	$	(0.05	)

XML

Note 8 - Management's Plans

3 Months Ended

Mar. 31, 2021

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

8.

MANAGEMENT

'

S 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.

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

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

March 31, 2021

and

December 31, 2020,

the results of its operations for the

three

month periods ended

March 31, 2021

and

March 31, 2020

and its cash flows for the

three

month periods ended

March 31, 2021

and

March 31, 2020.

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, 2014.

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

March 31, 2021

and

December 31, 2020

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

March 31, 2021

and

December 31, 2020,

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

March 31, 2021,

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).

During the

three

months ended

March 31, 2021

and

2020,

the Company recognized

$2,925

in interest penalties to the State of Delaware for franchise taxes in arrears for each period respectively. The Company owes Delaware franchise taxes in arrears totaling an estimated

$65,000

through

December 31, 2020.

Total estimated interest penalties are

$38,025

for

March 31, 2021

and

$35,100

for

December 31, 2020.

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

four

years. All stock options granted through the reporting period have expired unexercised.

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 Entity

'

s 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.

XML

Note 2 - Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

							Balance as of
							March 31,
	Level 1		Level 2		Level 3		2021
Investments:
Publicly traded common stock	$	979,020	$	-	$	-	$	979,020
Publicly traded options	$	55,848
Private company common stock		-		-		178,824		178,824
Private company preferred stock		-		-		2,574,665		2,574,665
Total	$	1,034,868	$	-	$	2,753,489	$	3,788,357

							Balance as of
							December 31,
	Level 1		Level 2		Level 3		2020
Investments:
Publicly traded common stock	$	979,020	$	-	$	-	$	979,020
Publicly traded options	$	55,848
Private company common stock		-		-				-
Private company preferred stock		-		-		2,574,665		2,574,665
Total	$	1,034,868	$	-	$	2,574,665	$	3,609,533

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	Fair Value as of
	March 31,
	2021		Valuation Technique	Unobservable Inputs
Private Company Common Stock	$	178,824	Purchase price 3-10-2021	Acquisition cost
Private Company Preferred Stock	$	2,574,666	valuation average range $1.0bn to $1.5bn	Big data technology "MESE" system, and SPAC inqueries

	Fair Value as of
	December 31,
	2020		Valuation Technique	Unobservable Inputs
Private Company Preferred Stock	$	2,574,666	valuation average range $1.0bn to $1.5bn	Big data technology "MESE" system, and SPAC inqueries

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

	Three Months Ended
	March 31, 2021
Balance as of December 31, 2020	$	2,574,665
Unrealized gain on investments		-
Balance as of March 31, 2021	$	2,574,665

	Three Months Ended
	March 31, 2020
Balance as of December 31, 2019	$	2,574,665
Unrealized gain on investments		-
Purchase of investment		178,824
Balance as of March 31, 2020	$	2,574,665

XML

Note 5 - Notes Payable (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Schedule of Maturities of Long-term Debt [Table Text Block]

	2025		2026		pending		Total
Notes payable	$	-	$	-	$	2,161,881	$	2,161,881
Letter of Credit		-		-		350,000		350,000
Notes payable - related party		182,000		442,313		-		624,313
Total	$	182,000	$	442,313	$	2,511,881	$	3,136,194

XML

Note 7 - Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2021

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Quarters Ended
	March 31, 2021			March 31, 2020
Numerator:
Net Loss	$	(79,398	)	$	(103,195	)
Denominator:
Weighted average shares outstanding - basic		2,191,689			2,191,689
Effect of dilutive potential shares		-			-
Shares outstanding - diluted		2,191,689			2,191,689
Net loss per share - basic	$	(0.04	)	$	(0.05	)
Net loss per share - diluted	$	(0.04	)	$	(0.05	)

XML

Note 1 - Business and Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Other than Temporary Impairment Losses, Investments, Total	$ 0		$ 0
Increase (Decrease) in Interest Payable, Net	$ 54,949	$ 50,567
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)	4 years
Delaware Division of Revenue [Member]
Increase (Decrease) in Interest Payable, Net	$ 2,925	2,925
Taxes Payable, Total			$ 65,000
Interest Payable	$ 38,025	$ 35,100
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member]
Open Tax Year	2017 2018 2019 2020
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member]
Open Tax Year	2016 2017 2018 2019 2020

XML

Note 2 - Fair Value Measurements - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Investments, fair value	$ 3,788,357	$ 3,609,533
Publicly Traded Common Stock [Member]
Investments, fair value	979,020	979,020
Publicly Traded Options [Member]
Investments, fair value
Private Company Common Stock [Member]
Investments, fair value	178,824
Private Company Preferred Stock [Member]
Investments, fair value	2,574,665	2,574,665
Fair Value, Inputs, Level 1 [Member]
Investments, fair value	1,034,868	1,034,868
Fair Value, Inputs, Level 1 [Member] | Publicly Traded Common Stock [Member]
Investments, fair value	979,020	979,020
Fair Value, Inputs, Level 1 [Member] | Publicly Traded Options [Member]
Investments, fair value	55,848	55,848
Fair Value, Inputs, Level 1 [Member] | Private Company Common Stock [Member]
Investments, fair value
Fair Value, Inputs, Level 1 [Member] | Private Company Preferred Stock [Member]
Investments, fair value
Fair Value, Inputs, Level 2 [Member]
Investments, fair value
Fair Value, Inputs, Level 2 [Member] | Publicly Traded Common Stock [Member]
Investments, fair value
Fair Value, Inputs, Level 2 [Member] | Publicly Traded Options [Member]
Investments, fair value
Fair Value, Inputs, Level 2 [Member] | Private Company Common Stock [Member]
Investments, fair value
Fair Value, Inputs, Level 2 [Member] | Private Company Preferred Stock [Member]
Investments, fair value
Fair Value, Inputs, Level 3 [Member]
Investments, fair value	2,753,489	2,574,665
Fair Value, Inputs, Level 3 [Member] | Publicly Traded Common Stock [Member]
Investments, fair value
Fair Value, Inputs, Level 3 [Member] | Publicly Traded Options [Member]
Investments, fair value
Fair Value, Inputs, Level 3 [Member] | Private Company Common Stock [Member]
Investments, fair value	178,824
Fair Value, Inputs, Level 3 [Member] | Private Company Preferred Stock [Member]
Investments, fair value	$ 2,574,665	$ 2,574,665

XML

Note 2 - Fair Value Measurements - Investments Measured at Fair Value Using Significant Unobservable Inputs (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Private Company Common Stock [Member] | Valuation, Cost Approach [Member] | Purchase Price [Member]
Investments, fair value	$ 178,824
Private Company Preferred Stock [Member] | Valuation, Market Approach [Member] | Measurement Input, Quoted Price [Member]
Investments, fair value	$ 2,574,666	$ 2,574,666

XML

Note 2 - Fair Value Measurements - Additional Information about Level 3 Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Balance as of December 31, 2020	$ 2,574,665	$ 2,574,665
Unrealized gain on investments
Purchase of investment		178,824
Balance as of March 31, 2021	$ 2,574,665	$ 2,574,665

XML

Note 3 - Investments (Details Textual)					3 Months Ended	12 Months Ended
	Mar. 17, 2021 USD ($) $ / shares shares	Mar. 06, 2019 $ / shares shares	Oct. 02, 2015 $ / shares shares	Mar. 30, 2012 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2018 $ / shares shares	Dec. 31, 2017 shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares	Mar. 05, 2019 shares
Salon Media Group, Inc [Member]
Disposal Group, Including Discontinued Operation, Consideration, Per Share (in dollars per share) | $ / shares		$ 0.01
Arcimoto, Inc. [Member]
Share Price (in dollars per share) | $ / shares					$ 13.23	$ 13.23
Arcimoto, Inc. [Member] | Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio								2
TangoMe, Inc, Series A Preferred Stock [Member]
Gain (Loss) on Investments, Total | $					$ 0	$ 0
Investment Owned, at Fair Value | $					2,574,666	2,574,666
TangoMe, Inc, Series A Preferred Stock [Member] | Chief Executive Officer [Member]
Investment Purchased, Shares (in shares) | shares				468,121
Investment Purchased, Price Per Share (in dollars per share) | $ / shares				$ 2.14
Investment Purchased, Value | $				$ 1,000,000
Salon Media Group, Inc, Common Stock [Member]
Investment Owned, Balance, Shares (in shares) | shares											1,926,857
Investment Owned, Shares, Write-Off (in shares) | shares		1,926,857
Flexi International Software Stock [Member]
Investment Owned, Balance, Shares (in shares) | shares										78,000
Proceeds from Sale, Maturity and Collection of Investments, Total | $									$ 10,000
Investment Sold, Shares (in shares) | shares									78,000
Truett-Hurst Common Stock [Member]
Investment Owned, Balance, Shares (in shares) | shares										10,000
Proceeds from Sale, Maturity and Collection of Investments, Total | $									$ 30,000
Investment Sold, Shares (in shares) | shares									10,000
Arcimoto, Inc. Series A-1 Preferred Stock [Member]
Investment Purchased, Shares (in shares) | shares										37,000
Payments to Acquire Investments, Total | $										$ 100,011
Options in Arcimoto, Inc [Member]
Investment Owned, at Fair Value | $					55,848	55,848
Investment Owned, Balance, Shares (in shares) | shares			2,500				5,000	74,000
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ / shares			$ 4.121				$ 2.0605
Common Stock in Arcimoto, Inc [Member]
Investment Owned, at Fair Value | $					979,020	$ 979,020
Arcimoto, Inc. [Member]
Gain (Loss) on Investments, Total | $					$ 0
Common Shares of Buoy Health, Inc [Member]
Investment Purchased, Shares (in shares) | shares	11,233
Investment Purchased, Price Per Share (in dollars per share) | $ / shares	$ 15.92
Investment Purchased, Value | $	$ 178,824

XML

Note 4 - Related Party Transactions (Details Textual) - Chief Executive Officer [Member] - USD ($)	Mar. 31, 2021	Mar. 10, 2021	Dec. 31, 2020	Dec. 31, 2014
Notes Payable, Related Party [Member]
Debt Instrument, Face Amount				$ 182,000
Debt Instrument, Interest Rate, Stated Percentage	7.75%			7.75%
Long-term Debt, Gross	$ 182,000
Interest Payable	$ 112,333		$ 108,855
Loan Payable for Interest on Letter of Credit [Member]
Debt Instrument, Interest Rate, Stated Percentage	7.75%
Long-term Debt, Gross	$ 142,313		135,625
Interest Payable	33,716		$ 30,437
Loans Payable [Member]
Debt Instrument, Face Amount		$ 300,000
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Interest Payable	$ 1,085

XML

Note 5 - Notes Payable (Details Textual) - USD ($)		3 Months Ended
	Mar. 31, 2012	Mar. 31, 2021	Mar. 31, 2020	Mar. 10, 2021	Dec. 31, 2020	Apr. 01, 2017	Dec. 31, 2014
Proceeds from Notes Payable, Total		$ 306,688	$ 6,688
Notes Payable, Other Payables [Member]
Proceeds from Notes Payable, Total	$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage	8.00%					10.00%
Debt Instrument, Interest Rate, Default Percentage	10.00%
Long-term Debt, Gross		$ 2,161,881					$ 1,910,916
Notes Payable, Related Party [Member] | Chief Executive Officer [Member]
Debt Instrument, Interest Rate, Stated Percentage		7.75%					7.75%
Long-term Debt, Gross		$ 182,000
Interest Payable		$ 112,333			$ 108,855
Debt Instrument, Face Amount							$ 182,000
Loan Payable for Interest on Letter of Credit [Member] | Chief Executive Officer [Member]
Debt Instrument, Interest Rate, Stated Percentage		7.75%
Long-term Debt, Gross		$ 142,313			135,625
Interest Payable		33,716			$ 30,437
Loans Payable [Member] | Chief Executive Officer [Member]
Debt Instrument, Interest Rate, Stated Percentage				6.00%
Interest Payable		$ 1,085
Debt Instrument, Face Amount				$ 300,000

XML

Note 5 - Note Payable - Scheduled Maturities (Details)	Mar. 31, 2021 USD ($)
2025	$ 182,000
2026	442,313
pending	2,511,881
Total	3,136,194
Letter of Credit [Member]
2025
2026
pending	350,000
Total	350,000
Notes Payable, Other Payables [Member]
2025
2026
pending	2,161,881
Total	2,161,881
Notes Payable, Related Party [Member]
2025	182,000
2026	442,313
pending
Total	$ 624,313

XML

Note 6 - Line of Credit Arrangement (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020
Long-term Line of Credit, Total	$ 350,000	$ 350,000
Interest Expense, Debt, Total	61,637		$ 57,255
First Republic Bank [Member] | Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	350,000
Debt Instrument, Interest Rate, Effective Percentage		7.75%	7.75%
Long-term Line of Credit, Total	350,000		$ 350,000
Interest Expense, Debt, Total	$ 6,688	$ 6,637
First Republic Bank [Member] | Line of Credit [Member] | Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	4.50%

XML

Note 7 - Stockholders' Equity (Details Textual) - USD ($)					3 Months Ended		12 Months Ended
	Sep. 30, 2014	May 01, 2014	Jan. 02, 2014	Sep. 15, 2003	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2008	Dec. 31, 2020
Stock Issued During Period, Shares, Warrant Exercises (in shares)	187,296	187,296
Treasury Stock, Shares, Acquired (in shares)				745,536
Treasury Stock Acquired, Average Cost Per Share (in dollars per share)				$ 0.70
Treasury Stock, Value, Acquired, Cost Method				$ 521,875			$ 699
Treasury Stock, Acquired, Percentage Outstanding Shares				50.11%
Preferred Stock, Shares Authorized (in shares)					5,000,000			5,000,000
Preferred Stock, Shares Issued, Total (in shares)					0			0
Share-based Payment Arrangement, Expense					$ 0	$ 0
Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)					187,296
Purchase Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)			131,429
Stock Issued During Period, Percentage Outstanding			7.00%
Stock Issued During Period, Value, New Issues			$ 230,000

XML

Note 7 - Stockholders' Equity - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Net Loss	$ (79,398)	$ (103,195)
Weighted average shares outstanding - basic (in shares)	2,191,689	2,191,689
Effect of dilutive potential shares (in shares)
Shares outstanding - diluted (in shares)	2,191,689	2,191,689
Net loss per share - basic (in dollars per share)	$ (0.04)	$ (0.05)
Net loss per share - diluted (in dollars per share)	$ (0.04)	$ (0.05)