SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2022~~2023

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

Commission File Number 0-12346

IRONSTONE PROPERTIES, INC.

(Name of Registrant as specified in its charter)

Delaware	95-2829956
(State or other jurisdiction of	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
incorporation or organization)

909 Montgomery Street, San Francisco, California 94133

(Address of principal executive offices, including zip code)

(415) ~~551~~340-~~8600~~4766

(Registrant’s telephone number, including area code)

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

None

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

Common Stock, $0.01 par value

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

post such files). Yes ☒ No ☐

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

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

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The approximate aggregate market value of voting stock held by non-affiliates of the Registrant was $1,239,138 as of December 31, ~~2022~~ 2023 based on the closing bid price on December 31, ~~2022~~2023. Shares of voting stock held by each officer and director and by each person who owns 5% or more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive.

Check whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒

As of March 31, ~~2023~~2024, 3,472,491 shares of Common Stock, $0.01 par value, were outstanding.

Table of Contents

TABLE OF CONTENTS

PART I:		Page
Item 1.	Business	3	3
Item 1A.	Risk Factors	3	3
Item 1B.	Unresolved Staff Comments	3	3
Item 2.	Properties	3	3
Item 3.	Legal Proceedings	3	3
Item 4.	Mine Safety Disclosures	3	3
PART II:
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4	4
Item 6	Selected Consolidated Financial Data	5	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5 - 7	~~5 - 7~~
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	8	8
Item 8.	Financial Statements and Supplementary Data	8 - 22	~~8 - 22~~
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23	23
Item 9A	Controls and Procedures	23	24
Item 9B.	Other Information	24	24
PART III:
Item 10.	Directors and Executive Officers and Corporate Governance	24	24
Item 11.	Executive Compensation	25 -27	~~25 -27~~
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28	28
Item 13.	Certain Relationships, Related Transactions, and Director Independence	29	29
Item 14.	Principal Accountant Fees and Services	29	29
PART IV:
Item 15.	Exhibits, Financial Statement Schedules	29	29
SIGNATURES		30	30

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PART I

ITEM 1. BUSINESS

BACKGROUND

Ironstone Properties, Inc., (“Ironstone” or the “Company”) formerly named Ironstone Group, Inc. a Delaware corporation, was incorporated in 1972. Since 1986, a majority of Ironstone’s outstanding shares has been owned by Hambrecht & Quist Group, a San Francisco-based investment banking and venture capital firm, and its affiliates (collectively “H&Q”). In September 2003, Ironstone repurchased all of these shares. Such repurchased shares are currently being held as treasury stock. William R. Hambrecht, Director and Chief Executive Officer, owns approximately 49.8% of Ironstone’s outstanding voting shares as of December 31, ~~2022~~2023. During September 2021, Ironstone Group, Inc. changed its name to Ironstone Properties, Inc.

BUSINESS STRATEGY

Currently, the Company is reviewing options and new business opportunities. At December 31, ~~2022~~2023, the Company had $~~3,300~~859 in marketable securities, $~~2,595~~0 in cash, and $42,~~663~~806,~~898~~867 in non-marketable investments,

There can be no assurance that the Company will acquire businesses, form additional alliances, or expand its existing services. Failure to expand the scope of services provided by the Company may have an adverse effect on the Company’s results of operations.

EMPLOYEES

As of December 31, ~~2022~~2023, the Company had one part-time contract employee. The contract employee received $178,~~732~~126 and $2117,~~405~~732 in cash compensation for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 respectively, and are not subject to a collective bargaining agreement.

ITEM 1A. RISK FACTORS

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

The Company has been unable to contract a PCAOB auditor for an examination of the ~~2022~~2023 and ~~2021~~2022 financial statements and records. The Company continues to search for an auditor.

Due to the Company not being able to secure an external audit, the SEC removed Ironstone Properties from “Retail OTC” and place the Company in the “Expert Trading” category of the OTC during September 2022, thereby reducing trading liquidity.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company’s principal executive offices are located at 909 Montgomery Street, San Francisco, California 94133, in office space leased by ~~its~~ WR Hambrecht+Co., LLC.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Our common stock trades on the OTC Markets under the trading symbol IRNS. The table below sets forth, for the fiscal quarters indicated, the reported high and low sale prices of our common stock, as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Also, due to the very limited and sporadic nature of trading in our common stock, we believe there is not an established public trading market in our common stock, and there can be no assurance that such a trading market will develop. The following table sets forth the range of high and low closing sale prices for our common stock for each period indicated:

2021	High		Low
2022	High		Low
Quarter 1	$	5.8000	$	1.4050
Quarter 2		84.3730		21.5550
Quarter 3		85.3725		51.7675
Quarter 4		64.0050		24.8550

2022	High		Low
2023	High		Low
Quarter 1	$	54.0050	$	14.50
Quarter 2		4.3050		14.50
Quarter 3		54.2550		14.7550
Quarter 4		4.50		4.50

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) impose sales practice and disclosure requirements on certain brokers-dealers who engage in transactions involving a “penny stock.” The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. We believe that the penny stock rules may discourage investor interest in and limit the marketability of our common shares.

As of December 31, ~~2022~~2023, there were approximately 500 holders of record of the Company’s common stock. The Company has not paid cash dividends on its common stock since its inception and does not intend to pay cash dividends on its common stock in the foreseeable future.

On January 30, 2013 the Company granted 70,000 stock options to directors and officers of the Company. On August 20, 2013, the Company granted an additional 100,000 stock options to an employee of the Company. The option grants were intended as compensation for services provided to the Company. The options vested over four years and have a 10 -year term. The exercise price of the stock options granted in January 2013 is $0.20 per share and for those granted in August 2013 is $1.20 per share. On April 29, 2021 the Company revised its existing Equity Incentive Plan. As of April 29, 2021, 175,000 options were granted under the Plan, with an exercise price of $1.99 per share, which is based on the weighted average price for the trailing six-month average price and an illiquidity discount of 15%. The options vest straight line over three years and expire seven years following the grant date. The 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.

The stock options were issued in reliance on the exception from registration provided by Section 4(a) (2) of the Securities Act of 1933.

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Item 6. SELECTED CONSOLIDATED FINANCIAL DATA

Year ended December 31	~~2022~~2023			~~2021~~2022
Net revenues	$	-		$	-
Net loss	$	(~~319~~507,~~641~~393	)	$	(~~523~~637,~~401~~947	)
Realized loss	$	(1,~~047~~226,~~131~~458	)	$	(1,~~776~~047,~~306~~131	)
Comprehensive gain after income taxes	$	(1,~~366~~733,~~772~~851	)	$	~~934~~(1,~~599~~366,772	)
Cash	$	~~2,595~~0		$	302,~~717~~595
Marketable securities	$	~~3,300~~895		$	~~604~~3,~~318~~300
Non-marketable securities	$	43,~~663~~439,~~898~~881		$	4,~~960~~663,~~344~~898
Total assets	$	43,~~669~~440,~~793~~740		$	54,~~595~~669,~~379~~793

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION

CRITICAL ACCOUNTING POLICIES

While the Company continues to evaluate business opportunities, its sole source of revenue is from the sale of marketable and non-marketable securities. Management has classified these securities as available for sale in accordance with ASC Topic 320, “Investments – Debt and Equity Securities.” These securities are recorded at fair value, and any unrealized gains and losses are reported as other comprehensive income. For securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss.

Ironstone Property’s primary expenses are generated from maintaining regulatory reporting compliance, such as quarterly review and annual audit of the financial statements, seeking legal counsel when appropriate, and consulting fees.

Fair Value Measurements

The accounting principles general accepted in the United States of America (“GAAP”) defines fair value, establishes a framework that the Company uses to measure fair value and provides for certain disclosures about the fair value measurements included in the Company's financial statements. Refer to Note 2 in the Notes to Financial Statements for these disclosures. Fair value is defined by GAAP 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 willing market participants on the measurement date.

In determining fair value, the Company uses various valuation approaches. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company’s management. Unobservable inputs are inputs that reflect management’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs 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.

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The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the management in determining fair value is greatest for instruments categorized in Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.

RESULTS OF OPERATIONS

Years ended December 31, ~~2022~~2023 and December 31, ~~2021~~ 2022

Operating expenses for ~~2022~~2023 totaled $~~303~~287,~~680~~044 ana ~~increase~~decrease of $6916,~~705~~636 or 305% as compared to ~~2021~~2022. The ~~increase~~decrease was primarily due to ~~increases~~a decrease in ~~stock~~Professional ~~compensation~~fees ~~expense~~from of $5733,~~046~~698 ~~and~~in ~~administrative~~2022 ~~expense~~to of $148,~~474~~814 in 2021. Interest expense for fiscal year ~~2022~~2023 totaled $~~334~~220,~~266~~349, ana ~~increase~~decrease of $4495,~~840~~867 or 1530% as compared to fiscal year ~~2021~~2022, which is attributed to ana ~~increase~~decrease in debt due the ~~Company's~~conversion ~~notes~~of ~~payable~~a promissory note to equity in 2022.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $83437,~~857~~580 and $90952,~~459~~800 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. The decrease from fiscal year ~~2021~~2022 is attributed to ~~expenses~~a ~~incurred~~reduction ~~during~~in ~~2021~~utilization ~~relating~~of toprofessional ~~restarting~~services ~~operations~~in ~~during 2021~~2023. Net cash used in investing activities was ~~$200,000~~zero and $~~178~~200,~~824~~000 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. The ~~increase~~decrease is due to ana ~~investment~~lack ~~made~~of incapital ~~non-marketable~~available ~~securities~~for bysuch ~~the~~activities ~~Company~~ in ~~fiscal year 2022~~2023. Net cash provided by financing activities was ~~$202,000~~zero and $~~300~~202,000 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, 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 payable monthly at 7.75%. The line is guaranteed by William R. Hambrecht, Chief Executive Officer and Director. The line of credit is due on demand and is secured by all of the Company’s business assets. At December 31, ~~2022~~2023, the outstanding balance under the line was $348,843.

On November 30, 2022 the Company renewed its note for five years, replacing the note issued April 1, 2012. The renewed terms are 7% interest rate, maturing November 30, 2027. The gross amounts payable under the agreement as of December 31, 2022 and December 31, 2021 was $2,603,214 and $2,329,510 respectively. As part of the note renewal, a warrant was issued to the lender to purchase 319,021 common shares at $2.04 per share. The warrant has a five year term, expiring November 30, 2027.

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

The Company may obtain additional equity or working capital through additional bank borrowings and public or private sales of equity securities and exercises of outstanding stock options. 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 March 30, 2012 purchase of 468,121 shares of non- marketable investment TangoMe, Inc. The investment in TangoMe, Inc. shares is valued at $43,~~303~~061,~~369~~838 and $4,~~781~~303,~~521~~369 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively, For the year ended December 31, ~~2022~~2023, the Company recorded an unrealized loss of $~~478~~1,~~152~~241,118 on the investment.. 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. The investment fair value iswas based in 2022 on using a Best-fit valuation for TangoMe Inc. as determined by the MESE big data analysis system and SPAC inquiries for TangoMe, Inc. In 2023, the Company used a third party valuation from Virtua, Inc. as its primary determinant of fair value. These are the primary significant unobservable inputs used in the fair value measurement of the Company’s investment.

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

On September 17, 2017, Arcimoto listed on Nasdaq. The closing price on December 31, 2021 was $7.78 per share (pre-reverse split price), resulting in a stock holdings valuation of $575,720 and in-the-money options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from $7.78 on January 1, 2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $30.30895 per share, for a total value of $~~3,300~~895 at December 31, ~~2022~~2023. The 250 (post reverse split) Arcimoto stock options have zero value at December 31, ~~2022~~2023.

The Company purchased 11,233 common shares of the private company Buoy Health, Inc. on March 17, 2021 at $15.92 per share. ~~The~~In July, 2023, Buoy Health, Inc. sold additional shares at $15.85 per share. At that price, the total value of the Company’s investment was $~~160~~178,~~942~~043 atas of December 31, ~~2022~~2023, resulting in a mark-up gain of $17,101 for the twelve months ended December 31, 2023.

~~The~~In 2022, the Company purchased 10,074 preferred shares of the privately held company Aristotle at $19.85 per share from Bill Hambrecht and William Mayer totaling $200,000. ~~This~~Given ~~investment~~no ismaterial ~~valued~~activity ator ~~$200~~transactions during 2023,~~000~~ atthere ~~December~~was ~~31,~~no ~~2022~~change in the valuation of the investment during the year.

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ITEM 7A. 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 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	Page
Consolidated balance sheets at December 31, 2022 and 2021	9
Consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022 and 2021	10
Consolidated statements of stockholders’ equity for the years ended December 31, 2022 and 2021	11
Consolidated statements of cash flows for the years ended December 31, 2022 and 2021	12
Notes to consolidated Financial Statements	13

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page

Consolidated balance sheets at December 31, 2023 and 2022	9

Consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2023 and 2022	10

Consolidated statements of stockholders’ equity for the years ended December 31, 2023 and 2022	11

Consolidated statements of cash flows for the years ended December 31, 2023 and 2022	12

Notes to consolidated Financial Statements	13

~~Table of Contents~~8

~~IRONSTONE~~Table ~~GROUP,~~of ~~INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)~~Contents

	December 31, 2022			December 31, 2021
ASSETS:
Cash	$	2,595		$	30,717
Investments:
Marketable securities		3,300			604,318
Non-marketable securities		4,663,898			4,960,344
Total assets	$	4,669,793		$	5,595,379
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses	$	37,652		$	34,201
Line of credit borrowings		348,843			348,843
Interest payable line of credit		1,259			1,259
Note payable and accrued interest		2,618,692			2,329,510
Note payable - related party		-			624,313
Interest payable - related party		-			181,906
Deferred income tax payable		-			318,306
Total liabilities		3,006,446			3,838,338
Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.01 par value, 25,000,000 shares authorized, of which 3,472,491 shares are issued and outstanding as of December 31, 2022 and 2,937,225 at December 31, 2021		34,725			29,372
Additional paid-in capital		22,860,000			21,839,083
Additional paid-in capital - stock options		459,314			212,506
Accumulated deficit		(21,564,277	)		(22,498,875	)
Accumulated other comprehensive Income		396,158			2,697,529
		2,185,920			2,279,615
Less: Treasury Stock, 745,536 shares, at cost		(522,574	)		(522,574	)
Total stockholders' equity		1,663,346			1,757,041
Total liabilities and stockholders' equity	$	4,669,793		$	5,595,379

IRONSTONE GROUP, INC. AND SUBSIDIARIES

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~BALANCE ~~are an integral part of these consolidated financial statements~~SHEETS

9(unaudited)

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	December 31, 2023			December 31, 2022

ASSETS:
Cash	$	0		$	2,595
Investments:
Marketable securities		859			3,300
Non-marketable securities		3,439,881			4,663,898

Total assets		3,440,740			4,669,793

LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses	$	105,016		$	37,652
Line of credit borrowings		348,843			348,843
Interest payable line of credit		3,782			15,477
Note payable and accrued interest		2,806,867			2,603,214
Note payable - related party		-			-
Interest payable - related party		-			-
Deferred income tax payable		-			-

Total liabilities		3,264,509			3,006,519


Stockholders' equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.01 par value, 25,000,000 shares authorized, of which 3,472,491 shares are issued and outstanding as of December 31, 2022 and 2,937,225 at December 31, 2021		34,725			34,725
Additional paid-in capital		22,860,000			22,860,000
Additional paid-in capital - stock options		706,123			459,314
Accumulated deficit		(22,931,121	)		(21,564,277	)
Accumulated other comprehensive Income		29,079			396,158
		698,806			2,185,920
Less: Treasury Stock, 745,536 shares, at cost		(522,574	)		(522,574	)

Total stockholders' equity		176,232			1,663,274

Total liabilities and stockholders' equity	$	3,440,740		$	4,669,793

~~IRONSTONE~~The ~~GROUP,~~accompanying ~~INC.~~notes ~~AND~~are ~~SUBSIDIARIES~~an ~~CONDENSED~~integral ~~CONSOLIDATED~~part ~~STATEMENTS~~of OFthese ~~COMPREHENSIVE~~consolidated ~~PROFIT~~financial ~~(unaudited)~~statements

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2022			2021			2022			2021
Operating expenses:
Compensation - stock options	$	124,418		$	84,953		$	246,808		$	189,762
Professional fees		8,753			10,141			33,698			33,571
State and local taxes		10,221			(930	)		10,086			12,027
General and administrative expenses		4,008			2,930			13,088			(1,386	)
Total operating expenses		147,400			97,094			303,680			233,975
Loss from operations		(147,400	)		(97,094	)		(303,680	)		(233,975	)
Other expense:
Interest expense		(181,193	)		(64,115	)		(316,216	)		(246,812	)
Interest expense to related party		-			(11,690	)		(18,050	)		(42,614	)
Net operating loss	$	(328,593	)	$	(172,900	)	$	(637,947	)	$	(523,401	)
COMPREHENSIVE LOSS, NET OF TAX:
Net operating loss	$	(328,593	)	$	(172,900	)	$	(637,947	)	$	(523,401	)
Holding gain (loss) arising during the period		(614,165	)		(288,350	)		(1,047,131	)		1,776,306
Deferred Income Tax		318,306			(318,306	)		318,306			(318,306	)
Comprehensive profit (loss)	$	(624,452	)	$	(779,556	)	$	(1,366,772	)	$	934,599
Basic gain (loss) per share
Net operating loss per share	$	(0.12	)	$	(0.08	)	$	(0.25	)	$	(0.24	)
Net comprehensive profit (loss) per share	$	(0.23	)	$	(0.36	)	$	(0.55	)	$	0.43
Weighted average shares outstanding		2,719,564			2,191,689			2,503,528			2,191,689

~~The~~Table ~~accompanying notes are an integral part~~ of ~~these consolidated financial statements~~Contents

10IRONSTONE GROUP, INC. AND SUBSIDIARIES

~~Table~~CONDENSED ofCONSOLIDATED ~~Contents~~STATEMENTS OF COMPREHENSIVE PROFIT

~~IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES~~(unaudited)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2023			2022			2023			2022

Operating expenses:
Compensation - stock options	$	62,209		$	124,418		$	246,808		$	246,808
Professional fees		184			8,753			8,814			33,698
State and local taxes		0			10,221			18,500			10,086
General and administrative expenses		950			4,008			12,922			13,088
Total operating expenses		63,343			147,400			287,044			303,680

Loss from operations		(63,343	)		(147,400	)		(287,044	)		(303,680	)

Other expense:
Interest expense		(57,707	)		(181,193	)		(220,349	)		(316,216	)
Interest expense to related party		-			-						(18,050	)


Net operating loss	$	(121,050	)	$	(328,593	)	$	(507,393	)	$	(637,947	)


COMPREHENSIVE LOSS, NET OF TAX:
Net operating loss	$	(121,050	)	$	(328,593	)	$	(507,393	)	$	(637,947	)
Holding gain (loss) arising during the period		(1,223,998	)		(614,165	)		(1,226,458	)		(1,047,131	)
Deferred Income Tax		-			318,306			-			318,306
Comprehensive profit (loss)	$	(1,345,048	)	$	(624,452	)	$	(1,733,851	)	$	(1,366,772	)



Basic gain (loss) per share
Net operating loss per share	$	(0.04	)	$	(0.12	)	$	(0.19	)	$	(0.25	)
Net comprehensive profit (loss) per share	$	(0.49	)	$	(0.23	)	$	(0.64	)	$	(0.55	)
Weighted average shares outstanding		2,726,955			2,719,564			2,726,955			2,503,528

~~Years~~The ~~ended~~accompanying ~~December~~notes ~~31,~~are ~~2021~~an ~~and~~integral ~~2020~~part of these consolidated financial statements

~~(unaudited)~~10

	Common				Additional		Accumulated			Treasury
	Stock				Paid-In		Comprehensive			Stock
	Shares		Amount		Capital		Deficit			Shares			Amount			Total
Balances, January 1, 2021		2,937,225	$	29,372	$	21,861,827		(20,827,025	)		(745,536	)	$	(522,574	)	$	541,600
Stock-based compensation					$	189,762
Unrealized gain							$	1,776,306
Prior period adjustment							$	91,080
Deferred income taxes							$	(318,306	)
Net loss							$	(523,401	)
Balances, December 31, 2021		2,937,225	$	29,372	$	22,051,589	$	(19,801,346	)		(745,536	)	$	(522,574	)	$	1,757,041
Stock-based compensation					$	246,808
New stock issuance		535,266	$	5,353		1,020,917
Unrealized loss							$	(318,307	)
Deferred income taxes							$	318,306
Net loss							$	(1,366,772	)
Balances, December 31, 2022		3,472,491	$	34,725	$	23,319,314	$	(21,168,119	)		(745,536	)	$	(522,574	)	$	1,663,346

Table of Contents

~~The~~IRONSTONE ~~accompanying~~PROPERTIES, ~~notes~~INC. ~~are~~AND anSUBSIDIARIES ~~integral part of these consolidated financial statements~~

11CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

~~Table~~Years ofended ~~Contents~~December 31, 2022 and 2023

~~IRONSTONE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~ (unaudited)

	Twelve Months Ended
	Common Stock Shares			Amount			Additional Paid-In Capital		Accumulated Comprehensive Deficit			Treasury Stock Shares			Amount			Total
	December 31
Balances, December 31, 2021		2,937,225		$	29,372		$	22,051,589	$	(19,801,346	)		(745,536	)	$	(522,574	)	$	1,757,041
	2022			2021
Stock-based compensation							$	246,808
CASH FLOWS FROM OPERATING ACTIVITIES:
New stock issuance		535,266		$	5,353			1,020,917
Net Comprehensive income (loss)	$	(637,947	)	$	(523,401	)
Unrealized loss									$	(318,307	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income taxes									$	318,306
Changes in operating assets and liabilities:
Net loss									$	(1,366,844	)
Accounts payable and accrued expenses		3,453			(81,819	)
Balances, December 31, 2022		3,472,491		$	34,725		$	23,319,314	$	(21,168,191	)		(745,536	)	$	(522,574	)	$	1,663,274
Deferred tax liability		(318,306	)
Stock-based compensation							$	246,808
Net cash used in operating activities		(952,800	)		(605,220	)
Net loss									$	(1,733,851	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Balance, December 31, 2023		3,472,491		$	34,725		$	23,566,123	$	(22,902,042	)		(745,536	)	$	(522,574	)	$	176,232
Interest payable		(1,021,367	)		185,812
Interest payable - related party		(181,906	)		42,614
Proceeds from issuance of notes payable		1,310,548			306,688
Principal payment of LOC		-			(1,157	)
Paid in capital stock options		246,808			189,762
Conversion of related party debt to new issue common stock		(442,495	)		-
Issuance of new issue common stock		5,353			-
Additional paid in capital issuance of new issue common stock		1,020,917
Prior Period Adjustment to Retained Earnings		-			91,080
Net cash provided by financing activities		937,858			814,799
CASH FLOWS FROM INVESTING ACTIVITIES:
Marketable securities mark to market		(109,625	)		-
Investment in non-marketable securities		(200,000	)		(178,824	)
Non-marketable securities mark to market		296,446			-
Net cash provided (used) by financing activities		(13,179	)		(178,824	)
Net increase (decrease) in cash		(28,121	)		30,755
Cash at beginning of period	$	30,716		$	(39	)
Cash at end of period	$	2,595		$	30,716
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	27,035		$	20,369
Cash paid during the period for state franchise taxes	$	10,086		$	24,717
Supplemental noncash investing and financing activities:
Officer and director common stock options issued	$	246,808		$	189,762
Deferred income taxes payable	$	-		$	318,306

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

1211

Table of Contents

IRONSTONE ~~PROPERTIES~~GROUP, INC. AND SUBSIDIARIES

~~NOTES~~CONDENSED TO CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS

~~1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~(unaudited)

Business Activities

	Twelve Months Ended December 31
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Comprehensive income (loss)	$	(507,393	)	$	(637,947	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		69,813			3,453
Deferred tax liability					(318,306	)
Net cash used in operating activities		(437,580	)		(952,800	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Interest payable		188,176			(1,021,367	)
Interest payable - related party					(181,906	)
Proceeds from issuance of notes payable					1,310,548
Principal payment of LOC					-
Paid in capital stock options		246,808			246,808
Conversion of related party debt to new issue common stock					(442,495	)
Issuance of new issue common stock					5,353
Additional paid in capital issuance of new issue common stock					1,020,917
Prior Period Adjustment to Retained Earnings					-
Net cash provided by financing activities		434,985			937,858

CASH FLOWS FROM INVESTING ACTIVITIES:
Marketable securities mark to market					(109,625	)
Investment in non-marketable securities					(200,000	)
Non-marketable securities mark to market					296,446
Net cash provided (used) by financing activities		0			(13,179	)

Net increase (decrease) in cash		(2,595	)		(28,121	)

Cash at beginning of period	$	2,595		$	30,716

Cash at end of period	$	0		$	2,595

Supplemental disclosure of cash flow information:

Cash paid during the period for interest	$	-		$	27,035
Cash paid during the period for state franchise taxes	$	-		$	10,086

Supplemental noncash investing and financing activities:
Officer and director common stock options issued	$	246,808		$	246,808
Deferred income taxes payable	$	-		$	-

~~Ironstone~~The ~~Group,~~accompanying ~~Inc.~~notes ~~and subsidiaries have no operations but~~ are ~~seeking~~an ~~appropriate~~integral ~~business~~part ~~combination~~of ~~opportunities.~~these ~~Ironstone~~consolidated ~~Group,~~financial ~~Inc, (“Ironstone” or the “Company”) a Delaware corporation, was incorporated in 1972~~statements.

~~Principles of Consolidation~~12

~~The~~Table ~~accompanying 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.Contents

~~Marketable~~IRONSTONE ~~and~~PROPERTIES, ~~Non-Marketable~~INC. ~~Securities~~AND SUBSIDIARIES

~~Marketable~~NOTES ~~and~~TO ~~non-marketable~~CONSOLIDATED ~~securities~~FINANCIAL 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 shareholders’ equity until realized. The fair value of the Company’s marketable securities and investments at December 31, 2022 is 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.STATEMENTS

~~Securities determined to be non-marketable by the Company do not have readily determinable fair values~~1. ~~The~~BUSINESS ~~Company~~AND ~~estimates~~SUMMARY ~~the~~OF ~~fair~~SIGNIFICANT ~~value~~ACCOUNTING 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.POLICIES

~~Use~~Business ~~of Estimates~~Activities

~~The~~Ironstone ~~preparation~~Group, ofInc. ~~financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates~~ and ~~assumptions~~subsidiaries ~~that~~have ~~affect~~no ~~the~~operations ~~reported~~but ~~amounts~~are ofseeking ~~assets~~appropriate ~~and~~business ~~liabilities~~combination ~~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~~opportunities. ~~Significant~~Ironstone ~~estimates~~Group, ~~made~~Inc, in(“Ironstone” ~~the~~or ~~financial statements relate to~~ the ~~valuation of the~~ “Company’s”) ~~non-marketable~~a ~~investments.~~Delaware ~~Actual~~corporation, ~~results~~was ~~could~~incorporated ~~differ~~in ~~from those estimates~~1972.

~~Income~~Principles ~~Taxes~~of Consolidation

The ~~Company~~accompanying ~~and its wholly owned subsidiaries file a~~ consolidated ~~federal~~financial ~~income~~statements ~~tax~~include ~~return. Income taxes are provided for~~ the ~~tax~~accounts ~~effects~~ of ~~transactions~~Ironstone ~~reported~~Group, inInc. ~~the financial statements~~ and ~~consist~~its ofsubsidiaries, ~~taxes~~AcadiEnergy, ~~currently~~Inc., ~~due~~Belt ~~plus~~Perry ~~deferred~~Associates, ~~income taxes~~Inc., ~~Deferred~~DeMoss ~~income~~Corporation, ~~taxes~~and ~~are~~TaxNet, ~~recognized~~Inc. ~~for~~(collectively ~~differences between~~ the ~~financial~~“Company”). ~~statement~~All ~~and~~significant ~~tax~~intercompany ~~bases~~accounts ~~of assets~~ and ~~liabilities~~transactions ~~that~~have ~~will~~been ~~result~~eliminated in ~~taxable or deductible amounts in the future~~consolidation. 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.

13Marketable and Non-Marketable Securities

~~Table~~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 ~~Contents~~shareholders’ equity until realized. The fair value of the Company’s marketable securities and investments at December 31, 2023 is 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.

~~IRONSTONE~~Securities ~~PROPERTIES,~~determined ~~INC~~to be non-marketable by the Company do not have readily determinable fair values. ~~AND~~The ~~SUBSIDIARIES~~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.

~~NOTES~~Use TOof ~~CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~Estimates

~~Ironstone~~The ~~follows~~preparation ~~the~~of ~~authoritative~~financial ~~guidance~~statements onin ~~accounting~~conformity ~~for~~with ~~and~~accounting ~~disclosure~~principles ofgenerally ~~uncertainty~~accepted in ~~tax positions, which requires~~ the ~~Company~~United toStates ~~determine~~of ~~whether~~America arequires ~~tax~~management ~~position~~to ofmake ~~Ironstone~~estimates isand ~~more~~assumptions ~~likely~~that ~~than~~affect ~~not~~the toreported beamounts ~~sustained~~of ~~upon~~assets ~~examination,~~and ~~including~~liabilities ~~resolution~~and disclosure of ~~any~~contingent ~~related~~assets ~~appeals~~and orliabilities ~~litigation~~at ~~processes, based on~~ the ~~technical~~date ~~merits~~ of the ~~position.~~financial ~~For~~statements ~~tax~~and ~~positions~~the ~~meeting~~reported ~~the~~amounts ~~more~~of ~~likely~~revenues ~~than~~and ~~not~~expenses ~~threshold,~~during the ~~tax~~reporting ~~amount~~period. ~~recognized~~Significant estimates made in the financial statements isrelate ~~reduced~~to by the ~~largest~~valuation ~~benefit that has a greater than 50% likelihood~~ of ~~being realized upon ultimate settlement with~~ the ~~relevant~~Company’s ~~taxing~~non-marketable ~~authority~~investments. ~~The~~Actual ~~Company~~results ~~has~~could ~~determined~~differ ~~that there is no effect on the financial statements~~ from ~~this~~those ~~authoritative guidance~~estimates.

~~The~~Income 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 December 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2019 forward for Federal and 2018 forward for California (with limited exceptions).Taxes

~~During~~The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the ~~year~~tax ~~ended~~effects ~~December~~of ~~31,~~transactions ~~2022,~~reported in the ~~Company~~financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and ~~paid~~tax ~~$1,035~~bases of ~~interest~~assets and ~~penalties~~liabilities ~~related~~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 ~~state~~offset future taxable income. ~~and~~Valuation ~~franchise~~allowances ~~taxes~~are inestablished ~~its~~when ~~statement~~necessary ofto ~~operations~~reduce deferred tax assets to the amount expected to be realized.

~~Stock-Based Compensation~~13

~~Ironstone~~Table ~~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. The Company estimates the fair value of employee stock options and the right to purchase shares under the employee stock purchase plan using the Black-Scholes option-pricing model, in accordance with ASC Topic 718, “Stock-based Compensation”.Contents

~~The~~IRONSTONE ~~full impact of stock-based compensation in the future is dependent upon~~PROPERTIES, 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 expensesINC. ~~Additionally,~~AND 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.SUBSIDIARIES

~~Basic~~NOTES ~~and~~TO ~~Diluted~~CONSOLIDATED ~~Loss~~FINANCIAL ~~per~~STATEMENTS ~~Share~~– (Continued)

~~Basic~~Ironstone ~~loss~~follows ~~per~~the ~~share~~authoritative ~~(“EPS”)~~guidance ~~excludes~~on ~~dilution~~accounting for and isdisclosure ~~computed~~of byuncertainty ~~dividing~~in ~~net~~tax ~~income~~positions, ~~(loss)~~which ~~applicable~~requires tothe ~~common~~Company ~~shareholders~~to bydetermine ~~the~~whether ~~weighted~~a ~~average~~tax ~~number~~position of ~~common~~Ironstone ~~shares~~is ~~actually~~more ~~outstanding~~likely ~~during~~than ~~the~~not ~~period.~~to ~~Diluted~~be ~~EPS~~sustained ~~reflects~~upon ~~the~~examination, ~~dilution~~including ~~from~~resolution ~~potentially~~of ~~dilutive~~any ~~securities~~related appeals or litigation processes, ~~except~~based ~~where~~on ~~inclusion~~the technical merits of ~~such~~the ~~potentially~~position. ~~dilutive~~For ~~securities~~tax ~~would~~positions ~~have~~meeting anthe ~~anti-dilutive~~more ~~effect,~~likely ~~using~~than not threshold, the ~~average~~tax ~~stock~~amount ~~price~~recognized ~~during~~in the ~~period~~financial instatements is reduced by the ~~computation~~largest ~~and~~benefit ~~because~~that has a greater than 50% likelihood of being realized upon ultimate settlement with the ~~net~~relevant ~~loss~~taxing ~~for~~authority. The Company has determined that there is no effect on the ~~periods~~financial ~~presented~~statements from this authoritative guidance.

14The 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 December 31, 2023, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2020 forward for Federal and 2019 forward for California (with limited exceptions).

~~Table~~During the year ended December 31, 2023, the Company recognized and paid $1,035 of ~~Contents~~interest and penalties related to state income and franchise taxes in its statement of operations.

~~IRONSTONE~~Stock-Based ~~PROPERTIES, INC. AND SUBSIDIARIES~~Compensation

~~NOTES~~Ironstone TOrecognizes ~~CONSOLIDATED~~the ~~FINANCIAL~~fair ~~STATEMENTS~~value –of ~~(Continued)~~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. The Company estimates the fair value of employee stock options and the right to purchase shares under the employee stock purchase plan using the Black-Scholes option-pricing model, in accordance with ASC Topic 718, “Stock-based Compensation”.

~~Recent~~The ~~Accounting~~full ~~Pronouncements~~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.

InBasic 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~~Diluted ~~certain~~Loss ~~disclosures~~per 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.Share

InBasic ~~August~~loss ~~2018,~~per ~~the~~share ~~FASB issued Accounting Standards Update~~ (“~~ASU~~EPS”) ~~2018-13,~~excludes ~~“Fair~~dilution ~~Value~~and ~~Measurement~~is ~~(Topic~~computed ~~820):~~by ~~Disclosure~~dividing ~~Framework~~net –income ~~Changes~~(loss) applicable to ~~the~~common ~~Disclosure~~shareholders ~~Requirements~~by ~~for~~the ~~Fair~~weighted ~~Value~~average ~~Measurement”.~~number ~~ASU~~of ~~2018-13~~common ~~removes~~shares ~~certain~~actually ~~disclosures,~~outstanding ~~modifies~~during ~~others~~the ~~and introduces additional disclosure requirements for entities~~period. ~~The~~Diluted ~~amendments~~EPS inreflects ~~ASU~~the ~~2018-13~~dilution ~~for~~from ~~fiscal~~potentially ~~years,~~dilutive ~~and interim periods within those fiscal years~~securities, ~~beginning~~except ~~after~~where ~~December~~inclusion ~~15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average~~ of ~~significant~~such ~~unobservable~~potentially ~~inputs~~dilutive ~~used~~securities towould ~~develop~~have ~~Level~~an 3anti-dilutive ~~fair value measurements~~effect, ~~and~~using the ~~narrative~~average ~~description~~stock ofprice ~~measurement~~during ~~uncertainty should be applied prospectively for only~~ the ~~most recent interim or annual~~ period ~~presented~~ in the ~~initial~~computation ~~fiscal~~and ~~year~~because of ~~adoption.~~the ~~All~~net ~~other~~loss ~~amendments~~for ~~should~~the ~~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.~~

~~Liquidity~~14

AsTable reflected in the accompanying financial statements the Company has net losses and has a negative cash flow from operations. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company’s needs, or that a financing or liquidity transaction will be completed in a timely manner. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recovery and classification of ~~asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.~~Contents

2.IRONSTONE ~~FAIR~~PROPERTIES, ~~VALUE~~INC. ~~MEASUREMENTS~~AND SUBSIDIARIES

~~Fair~~NOTES ~~value~~TO isCONSOLIDATED ~~defined~~FINANCIAL ~~under~~STATEMENTS ~~the~~– ~~Financial Accounting Standards Board~~ (~~“FASB”~~Continued) Accounting Standards Board (“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~~Recent ~~based~~Accounting 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.Pronouncements

~~Level 2–Valuations~~In ~~based~~August on2014, ~~one~~the orFinancial ~~more~~Accounting ~~quoted~~Standards ~~prices~~Board in(“FASB”) ~~markets~~issued ~~that~~Accounting ~~are~~Standards ~~not~~Update ~~active~~(“ASU”) or2014-15, “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 ~~which~~management ~~all~~to ~~significant~~assess ~~inputs~~and ~~are~~provide ~~observable~~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, ~~either~~2016. ~~directly~~The orCompany ~~indirectly~~has adopted ASU 2014-15.

~~Level 3~~In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework –~~Valuations~~ ~~based~~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 ~~inputs~~changes ~~that~~in ~~are~~unrealized ~~unobservable~~gains and losses, the range and weighted average of significant unobservable inputs used to ~~the~~develop ~~overall~~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.

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.Liquidity

~~The~~As ~~carrying~~reflected ~~value~~in ofthe accompanying financial statements the Company has net losses and has a negative cash, ~~accounts~~flow ~~payable~~from operations. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, ~~accrued~~that ~~expenses~~such financing or liquidity transaction will be adequate for the Company’s needs, ~~and~~or ~~interest~~that ~~payable~~a ~~approximate~~financing ~~fair~~or ~~value~~liquidity ~~given~~transaction ~~their~~will ~~short-term~~be ~~nature~~completed in a timely manner. ~~The~~These ~~carrying~~factors ~~value~~raise ofsubstantial doubt about the Company'’s ~~notes~~ability ~~payable~~to ~~approximate~~continue ~~fair~~as ~~value~~a ~~based~~going onconcern. ~~time~~The accompanying financial statements do not include any adjustments relating to ~~maturity~~the recovery and ~~prevailing~~classification ~~interest~~of ~~rates~~asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

152. FAIR VALUE MEASUREMENTS

~~Table~~Fair value is defined under the Financial Accounting Standards Board (“FASB”) Accounting Standards Board (“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 ~~Contents~~observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

~~IRONSTONE~~Level ~~PROPERTIES,~~1–Valuations ~~INC~~based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ~~AND~~Valuation ~~SUBSIDIARIES~~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.

~~NOTES~~Level TO2–Valuations ~~CONSOLIDATED~~based ~~FINANCIAL~~on ~~STATEMENTS~~one –or ~~(Continued)~~more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

~~The~~Level ~~following~~3–Valuations ~~tables~~based ~~provide information about the Company’s financial instruments measured at fair value~~ on ainputs ~~recurring~~that ~~basis~~are asunobservable ofand ~~December~~significant 31to by the overall fair value ~~hierarchy:~~measurement.

							Balance as of
							December 31,
	Level 1		Level 2		Level 3		2022
Investments:
Publicly traded common stock	$	3,300	$	-	$	-	$	3,300
Publicly traded options		-		-		-		-
Private company common stock		-		-		4,463,898		4,463,898
Private company preferred stock		-		-		200,000		200,000
Total	$	3,300	$	-	$	4,663,898	$	4,667,198

							Balance as of
							December 31,
	Level 1		Level 2		Level 3		2021
Investments:
Publicly traded common stock	$	575,720	$	-	$	-	$	575,720
Publicly traded options		28,598		-		-		28,598
Private company common stock		-		-		4,960,344		4,960,344
Private company preferred stock		-		-		-		-
Total	$	604,318	$	-	$	4,960,344	$	5,564,662

The carrying value of cash, accounts payable, accrued expenses, and interest payable approximate fair value given their short-term nature. The carrying value of the Company's notes payable approximate fair value based on time to maturity and prevailing interest rates.

1615

Table of Contents

IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables ~~presents~~provide information about the Company’s ~~investments~~financial instruments measured at fair value ~~using~~on ~~significant~~a ~~unobservable~~recurring ~~inputs~~basis ~~(Level~~as ~~3),~~of ~~including~~December ~~the~~31 ~~valuation~~by ~~technique and unobservable inputs used to measure~~ the fair value ~~of those financial instruments~~hierarchy:

	Fair Value as of
	Level 1			Level 2		Level 3		Balance as of December 31, 2023
	December 31, 2022		Valuation Technique		Unobservable Inputs
Investments:
Private Company Preferred Stock	$	200,000	Purchase price June 10 and 16, 2022		Acquisition cost
Publicly traded common stock	$	860		$	-	$	-	$	860
Private Company Common Stock	$	160,942	MESE system valuation		Big data technology "MESE" system.
Publicly traded options					-		-
Private Company Common Stock	$	4,302,956	valuation average range $1.0bn to $1.5bn		Big data technology "MESE" system.
Private company common stock		-			-		-3,239,881		3,239,881
Private company preferred stock		-			-		200,000		200,000
Total	$	860		$	-	$	3,439,881	$	3,440,741

	Fair Value as of
	Level 1			Level 2		Level 3		Balance as of December 31, 2022
	December 31, 2021		Valuation Technique		Unobservable Inputs
Investments:
Private Company Common Stock	$	178,824	Purchase price March 10, 2021		Acquisition cost
Publicly traded common stock	$	3,300		$	-	$	-	$	3,300
Private Company Common Stock	$	4,781,520	valuation average range $1.0bn to $1.5bn		Big data technology "MESE" system, and
Publicly traded options		-			-		-		-
					SPAC inquiries
Private company common stock		-			-		4,463,898		4,463,898
Private company preferred stock		-			-		200,000		200,000
Total	$	3,300		$	-	$	4,663,898	$	4,667,198

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for fiscal years 2022 and 2021. 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.16

	12 Months Ended
	December 31, 2022
Balance as of December 31, 2021	$	4,960,344
Unrealized loss on investments		(496,034	)
Purchase of investment		200,000
Dividend - return of capital		(412	)
Balance as of December 31, 2022	$	4,663,898

Table of Contents

	12 Months Ended
	December 31, 2021
Balance as of December 31, 2020	$	4,781,520
Unrealized gain on investments		-
Purchase of investment		178,824
Balance as of December 31, 2021	$	4,960,344

IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES

17NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~Table~~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 ~~Contents~~those financial instruments:

IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES

	Fair Value as of
	December 31, 2023		Valuation Technique	Unobservable Inputs

Private Company Preferred Stock	$	200,000	Purchase price June 10 and 16, 2022	Acquisition cost
Private Company Common Stock	$	178,043	Price of June 2023 Round	Recent Funding Round.
Private Company Common Stock	$	3,061,838	valuation range $2.25bn	Virtua Valuation Analysis.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Fair Value as of
	December 31, 2022		Valuation Technique	Unobservable Inputs

Private Company Preferred Stock	$	200,000	Purchase price June 10 and 16, 2022	Acquisition cost
Private Company Common Stock	$	160,942	MESE system valuation	Big data technology "MESE" system.
Private Company Common Stock	$	4,302,956	valuation average range $1.0bn to $1.5bn	Big data technology "MESE" system.

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for fiscal years 2023 and 2022. ~~INVESTMENTS~~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.

TangoMe, Inc.

	12 Months Ended December 31, 2023
Balance as of December 31, 2022	$	4,663,898
Unrealized loss on investments		(1,224,017	)
Purchase of investment
Balance as of December 31, 2023	$	3,439,881

On March 30, 2012, the Company purchased 468,121 shares of Series A Preferred stock from related party William R. Hambrecht at $2.14 per share, resulting in a total investment of $1,000,000. During 2018, TangoMe converted all Preferred stock to common stock. TangoMe was valued at $4,781,521 at December 31, 2021. Updating the “MESE” valuation system with current available market data from TangoMe, Inc., results in a “Best-fit” company valuation of $2.3bn which translates to a valuation of $4,303,369 as of December 31, 2022, resulting in a mark-down loss of $478,152 for the twelve months ended December 31, 2022. The investment fair value is based on using a Best-fit 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 inputs used in the fair value measurement of the Company’s investment.

	12 Months Ended December 31, 2022
Balance as of December 31, 2021	$	4,960,344
Unrealized loss on investments		(496,034	)
Purchase of investment		200,000
Dividend - return of capital		(412	)
Balance as of December 31, 2022	$	4,663,898

~~Buoy Health, Inc.~~17

OnTable ~~March 17, 2021 the Company purchased 11,233 common shares~~ of the private company Buoy Health, Inc. at $15.92 per share, totaling $178,824. During 2022, the investment was marked down $17,882 for the year ended December 31, 2022 reflecting market conditions. The total value of the investment was $160,938 at December 31, 2022.Contents

~~Arcimoto~~IRONSTONE PROPERTIES, ~~Inc~~INC. AND SUBSIDIARIES

~~During~~NOTES ~~fiscal~~TO ~~year~~CONSOLIDATED ~~2014~~FINANCIAL ~~the~~STATEMENTS ~~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.(Continued)

The closing price on December 31, 2021 was $7.78 per share (pre-reverse split price), resulting in a stock holdings valuation of $575,720 and in-the-money options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from $7.78 on January 1, 2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $3.30 ~~per share, for a total value of $3,300 at December 31, 2022. The 250 (post reverse split) Arcimoto stock options have zero value at December 31, 2022.~~INVESTMENTS

~~Aristotle~~TangoMe, Inc.

On ~~June~~March 1030, ~~2022 Ironstone Properties~~2012, ~~Inc.~~the Company purchased 5468,~~037~~121 ~~preferred~~ shares of ~~private~~Series ~~company~~A ~~Aristotle~~Preferred ~~Inc.~~stock from related party William R. Hambrecht, ~~CEO~~ at $192.8514 per share, ~~totaling~~resulting in a total investment of $~~100~~1,000,000. OnDuring ~~June 16~~2018, ~~2022~~TangoMe ~~Ironstone~~converted ~~Properties,~~all ~~Inc~~Preferred stock to common stock. ~~purchased~~The 5Company’s TangoMe position was valued at $4,~~037~~303,369 ~~preferred~~at ~~shares~~December of31, ~~private~~2022. ~~company~~Utilizing ~~Aristotle~~a valuation system from Virtua, Inc. with current available market data from ~~William~~TangoMe, ~~Mayer~~Inc., ~~Chairman~~resulted ofin ~~the~~a ~~Board~~company valuation of ~~Directors at~~ $192.8525bn ~~per~~which ~~share~~translates ~~totaling~~to a valuation of $~~100~~3,~~000.~~061,838 ~~The~~as ~~total~~of ~~valuation~~December of31, ~~the~~2023, ~~investment~~resulting in ~~Aristotle,~~a ~~Inc.~~mark-down loss of $1,241,118 for the ~~year~~twelve ~~ending~~months ended December 31, ~~2022~~2023. ~~was~~These ~~$200,000~~are the primary significant unobservable inputs used in the fair value measurement of the Company’s investment.

4.Buoy ~~RELATED~~Health, ~~PARTY TRANSACTIONS~~Inc.

On March 1017, 2021 ~~William~~the ~~Hambrecht~~Company ~~loaned~~purchased ~~Ironstone~~11,233 ~~Group~~common shares of the private company Buoy Health, Inc. at $~~300~~15.92 per share,~~000~~ totaling $178,824. During 2022, the investment was marked down $17,882 for the year ended December 31, 2022 reflecting market conditions. The total value of the investment was $160,938 at 6December 31, 2022.0% ~~interest~~In ~~rate~~July, ~~with~~2023, the Buoy Health, Inc. sold additional shares at $15.85 per share. At that price, the total value of the Company’s investment was $178,043 as of December 31, 2023, resulting in a ~~March~~mark-up 11gain of $17,101 ~~2026~~for ~~maturity~~the twelve months ended December 31, 2023.

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

OnDuring ~~June~~fiscal 6,year ~~2022~~2014 ~~Harold~~the ~~Bradley~~Company purchased 37,000 ~~Board~~shares of ~~Director~~Arcimoto, ~~member~~Inc. ~~Ironstone~~series ~~Properties~~A-1 ~~Inc.~~preferred ~~purchased~~stock ~~121~~for $100,~~212~~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 ~~from~~held to 74,000. On October 2, 2015 the Ironstone ~~Properties~~Group, Inc. atwas granted 2,500 Arcimoto options, strike price $14.65121 per share, ~~totaling~~expiration ~~$200~~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.

OnThe ~~June~~closing ~~10,~~price ~~2022~~on ~~Ironstone~~December ~~Properties~~31, ~~Inc~~2021 was $7.78 ~~purchased~~per 5share (pre-reverse split price),~~037~~ ~~preferred~~resulting ~~shares~~in a stock holdings valuation of ~~private~~$575,720 ~~company~~and ~~Aristotle~~in-the-money ~~Inc~~options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from ~~William~~$7.78 ~~Hambrecht~~on January 1, ~~CEO~~2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $190.85859 per share, ~~totaling~~for a total value of $~~100~~859 at December 31,~~000~~ 2023. The 250 (post reverse split) Arcimoto stock options have zero value at December 31, 2023.

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

18On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000. On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000. The total valuation of the investment in Aristotle, Inc. for the year ending December 31, 2022 was $200,000. Given no material activity or transactions during 2023, there was no change in the valuation of the investment during the year.

~~Table~~4. ofRELATED ~~Contents~~PARTY TRANSACTIONS

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

~~NOTES~~On TOMay ~~CONSOLIDATED~~27, ~~FINANCIAL~~2022 ~~STATEMENTS~~William –Hambrecht ~~(Continued)~~converted to common stock the entirety of the debt outstanding to him, including the aforementioned loans and related accrued interest owed by the Ironstone Properties, Inc. totaling $824,269 for 404,054 common shares of Ironstone Properties, Inc. at $2.04 per share.

5On June 6, 2022 Harold Bradley, Board of Director member Ironstone Properties Inc. ~~NOTE~~purchased ~~PAYABLE~~121,212 common shares from Ironstone Properties Inc. at $1.65 per share, totaling $200,000.

On ~~March~~June 3110, ~~2012,~~2022 ~~the~~Ironstone ~~Company received $1~~Properties,~~000,000~~ ~~from a third party and issued a related promissory note~~Inc. ~~The~~purchased ~~note carries an 8% interest rate~~5,037 ~~per~~preferred ~~annum,~~shares ~~and has a maturity date~~ of ~~March~~private ~~31,~~company ~~2017.~~Aristotle ~~Interest accrues on the balance and converts to separate notes payable on a quarterly basis~~Inc. ~~The~~from ~~total~~William ~~amounts due under this agreement~~Hambrecht, ~~including~~CEO ~~the notes related to accrued interest, are due in full~~ at ~~the end of the term~~$19.85 ~~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.~~share ~~The~~totaling ~~Company was unable to meet its payment obligation by the prescribed deadline~~$100, ~~therefore the interest rate stepped up to 10% and interest has been accrued using at the stepped up rate starting April 1, 2017~~000.

On ~~November~~June 3016, 2022 ~~the~~Ironstone ~~Company renewed its’ note for five years~~Properties, ~~replacing the note issued April 1, 2012~~Inc. ~~The~~purchased ~~renewed terms are 7% interest rate~~5,037 ~~maturing~~preferred ~~November~~shares ~~30, 2027. The gross amounts payable under the agreement as~~ of ~~December~~private ~~31,~~company ~~2022~~Aristotle ~~and~~Inc. ~~December~~from ~~31,~~William ~~2021 was $2~~Mayer,~~603,214~~ ~~and~~Chairman ~~$2,329,510 respectively. As part~~ of the ~~note~~Board ~~renewal,~~of aDirectors ~~warrant was issued to the lender to purchase 319,021 common shares~~ at $219.0485 per share. ~~The~~totaling ~~warrant has a five year term~~$100, ~~expiring November 30, 2027~~000.

~~On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.~~18

~~The~~Table ~~scheduled maturities~~ of ~~notes payable outstanding as of December 31, 2022 are as follows:~~Contents

	Renewed		open		Total
Notes payable	$	2,603,214			$	2,603,214
Letter of Credit		-		348,843		348,843
Total	$	2,603,214	$	348,843	$	2,952,057

IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES

6.NOTES ~~LINE~~TO OFCONSOLIDATED ~~CREDIT~~FINANCIAL ~~ARRANGEMENT~~STATEMENTS – (Continued)

~~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~~. AtNOTE December 31, 2021 and 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. At December 31, 2022 and 2021, the outstanding balance under the line was $348,843. The total recorded interest expense on this note for the years ended December 31, 2022 and December 31, 2021 was $27,035 and $27,160 respectively. The interest from January 2020 through March 2021 was paid by William Hambrecht. The Company recorded these payments as interest expense and loan payable to William Hambrecht. The line of credit is pending renewal.PAYABLE

19On March 31, 2012, the Company received $1,000,000 from a third party and issued a related promissory note. The note carries an 8% interest rate, per annum, and had a maturity date of March 31, 2017. Interest accrues on the balance and converts to separate notes payable on a quarterly basis. The total amounts due under this agreement, including the notes related to accrued interest, are due in full at the end of the term. The note is secured by all of the assets of the Company through an accompanying security agreement. If the Company defaults on the note or security agreement, interest would accrue at 10% per annum. The Company was unable to meet its payment obligation by the prescribed deadline, therefore the interest rate stepped up to 10% and interest has been accrued using at the stepped up rate starting April 1, 2017.

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

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

~~NOTES~~The TOscheduled ~~CONSOLIDATED~~maturities ~~FINANCIAL~~of ~~STATEMENTS~~notes –payable ~~(Continued)~~outstanding as of December 31, 2023 are as follows:

7. INCOME TAXES

	Open		Total

Notes payable	$	2,806,867	$	2,806,867

Letter of Credit		348,843		348,843

_Total	$	3,155,710	$	3,155,710

ASC 740, “Income Taxes” requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the financial statements or tax returns6. ~~Deferred~~LINE ~~income~~OF ~~taxes~~CREDIT reflect the net tax effects of (i) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (ii) operating loss and tax credit carryforwards. The tax effects of significant items comprising the Company's deferred income taxes at December 31, 2022 and 2021 are as follows:ARRANGEMENT

	2022			2021
Deferred tax asset - Operating loss carryforward	$	(1,150,237	)	$	3,190,522
Deferred tax liability – unrealized gain on marketable and non-marketable securities		-			(4,257,230	)
Less valuation allowance		-			-
Deferred income tax asset (liability) – net	$	343,231		$	(1,066,708	)

The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000 with interest based upon the lender’s prime rate plus 4.5% and is payable monthly. At December 31, 2021 and 2020, interest was being paid at a rate of 7.75%. The line is guaranteed by William R. Hambrecht, Director and Chief Executive Officer. The line of credit is due on demand and is secured by all of the Company’s business assets. At December 31, 2023 and 2022, the outstanding balance under the line was $348,843. The total recorded interest expense on this note for the years ended December 31, 2023 and December 31, 2022 was $27,035 and $27,160 respectively. The interest from January 2020 through March 2021 was paid by William Hambrecht. The Company recorded these payments as interest expense and loan payable to William Hambrecht. The line of credit is pending renewal.

The reasons for the difference between the amount computed by applying the statutory federal income tax rate to losses before income tax benefit and the actual income tax benefit for the years ended December 31, 2022 and 2021 are as follows:19

	2022		2021
Expected Federal income tax benefit (liability)	$	241,550	$	(224,009	)
State income tax benefit (liability) net of federal tax		101,681		(94,297	)
Total before valuation allowance		343,231		(318,306	)
Change in valuation allowance		-		-
Income tax benefit (liability)	$	343,231	$	(318,306	)

Table of Contents

InIRONSTONE ~~the opinion of management~~PROPERTIES, ~~based~~INC. onAND the uncertainty that the Company will be able to generate taxable income in the future, the realization of the loss carryforwards is not likely and, accordingly, a valuation allowance has been recorded to offset such amount in its entirety.SUBSIDIARIES

~~The~~NOTES ~~Company~~TO isCONSOLIDATED ~~subject~~FINANCIAL toSTATEMENTS ~~taxation~~– in the U.S. and the state of California. As of December 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward for Federal and 2017 forward for California (~~with limited exceptions~~Continued).

~~At December 31, 2022, the Company had approximately $1,150,237 of net operating loss carryforwards resulting in a Federal deferred tax asset of $241,550 and a state tax asset of $101,681~~7. ItINCOME is possible that subsequent ownership changes may limit the utilization of these tax attributes. Approximately $295,266 of the federal net operating loss carryforwards will expire in year 2023 through 2042. The remainder of the federal net operating loss carryforwards generated in 2018 and later have indefinite carryforward periods however are limited to 80% of taxable income in any given year. The California net operating loss carryforwards will expire in year 2028 through 2041. Given there is uncertainty as to whether the Company will be profitable in the future, the tax asset is not recognized during 2022.TAXES

20ASC 740, “Income Taxes” requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the financial statements or tax returns. Deferred income taxes reflect the net tax effects of (i) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (ii) operating loss and tax credit carryforwards. The tax effects of significant items comprising the Company's deferred income taxes at December 31, 2023 and 2022 are as follows:

Table of Contents

	2023		2022

Deferred tax asset - Operating loss carryforward	$	1,733,851	$	(1,150,237	)
Deferred tax liability – unrealized gain on marketable and non-marketable securities		-
Less valuation allowance		-		-
Deferred income tax asset (liability) – net	$	816,451	$	343,231

~~IRONSTONE~~The ~~PROPERTIES~~reasons for the difference between the amount computed by applying the statutory federal income tax rate to losses before income tax benefit and the actual income tax benefit for the years ended December 31, ~~INC.~~2023 ~~AND~~and ~~SUBSIDIARIES~~2022 are as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	2023		2022
Expected Federal income tax benefit (liability)	$	574,580	$	241,550
State income tax benefit (liability) net of federal tax		241,871		101,681
Total before valuation allowance		816,451		343,231
Change in valuation allowance		-		-
Income tax benefit (liability)	$	816,451	$	343,231

8.In ~~STOCKHOLDERS’~~the ~~EQUITY~~opinion of management, based on the uncertainty that the Company will be able to generate taxable income in the future, the realization of the loss carryforwards is not likely and, accordingly, a valuation allowance has been recorded to offset such amount in its entirety.

~~Common~~The ~~Stock~~Company is subject to taxation in the U.S. and the state of California. As of December 31, 2023, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward for Federal and 2017 forward for California (with limited exceptions).

~~The~~At ~~Company~~December ~~has~~31, 252023,~~000,000~~ ~~common~~the ~~equity~~Company ~~shares~~had ~~authorized~~approximately of net operating loss carryforwards resulting in a Federal deferred tax asset of $574,580 and a ~~total~~state tax asset of 3$241,~~472~~871. It is possible that subsequent ownership changes may limit the utilization of these tax attributes. Approximately $xxx,~~491~~xxx ~~are~~of ~~issued~~the federal net operating loss carryforwards will expire in year 2024 through 2042. The remainder of the federal net operating loss carryforwards generated in 2018 and ~~outstanding,~~later ~~including~~have ~~745,536~~indefinite ~~common~~carryforward ~~equity~~periods ~~shares~~however ~~held~~are limited to 80% of taxable income in ~~treasury~~any given year. The California net operating loss carryforwards will expire in year 2028 through 2041. Given there is uncertainty as to whether the Company will be profitable in the future, the tax asset is not recognized during 2023.

~~On June 6, 2022 Board of Director member Harold Bradley purchased 121,212 new issue common shares from the Company for a total of $200,000 at a price of $1.65 per share.~~20

~~Treasury~~Table ~~Stock~~of Contents

OnIRONSTONE ~~September 15~~PROPERTIES, ~~2003, the Board of Directors authorized the Company to purchase 745,536 shares of Company common stock at $0~~INC.70 ~~per~~AND 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 December 31, 2022 and 2021, the treasury shares are held by the Company.SUBSIDIARIES

~~Preferred~~NOTES ~~Stock~~TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 issuance8. ~~No shares have been issued as of December 31, 2022 and 2021.~~STOCKHOLDERS’ EQUITY

~~Stock-Based~~Common ~~Compensation~~Stock

~~Ironstone~~The ~~recognized~~Company ~~stock-based~~has ~~compensation expense of $246~~25,~~808~~000,000 ~~during~~common ~~the~~equity ~~year~~shares ~~ended December 31~~authorized, ~~2022.~~and Asa total of ~~December 31~~3, ~~2021~~472,491 ~~Ironstone~~are ~~had~~issued anand ~~aggregate of $326~~outstanding,~~598~~ ofincluding stock-based compensation remaining to be amortized to expense over the remaining requisite service period of the underlying options. Ironstone currently expects this stock-based compensation balance to be amortized as follows: $261745,~~584~~536 ~~during~~common ~~fiscal~~equity ~~year~~shares ~~2023~~held ~~and~~in ~~$81,128 during fiscal year 2024~~treasury.

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

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

21On 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 December 31, 2023 and 2022, the treasury shares are held by the Company.

~~Table~~Preferred ~~of Contents~~Stock

~~IRONSTONE~~The ~~PROPERTIES~~Company is authorized to issue up to five million shares of preferred stock without further shareholder approval; the rights, ~~INC~~preferences and privileges of which would be determined at the time of issuance. ~~AND~~No ~~SUBSIDIARIES~~shares have been issued as of December 31, 2023 and 2022.

~~NOTES~~Stock-Based ~~TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~Compensation

~~The~~Ironstone ~~Company~~recognized ~~previously~~stock-based ~~adopted~~compensation aexpense ~~2013~~of ~~Equity~~$246,808 ~~Incentive~~during ~~Plan.~~the ~~The~~year ~~plan~~ended ~~provides~~December ~~for~~31, ~~incentive~~2023. ~~stock~~As ~~options~~of toDecember be31, ~~granted~~2022, atIronstone ~~times~~had ~~and~~an ~~prices~~aggregate ~~determined~~of by$79,790 ~~the~~of ~~Company’s~~stock-based ~~Board~~compensation ofremaining ~~Directors.~~to ~~The~~be ~~stock~~amortized ~~options~~to ~~were~~expense ~~granted~~over tothe ~~directors,~~remaining ~~officers~~requisite ~~and~~service ~~employees~~period of the ~~Company,~~underlying asoptions. ~~well~~Ironstone ascurrently ~~certain~~expects ~~consultants~~this ~~and~~stock-based ~~other~~compensation ~~persons~~balance ~~providing~~to ~~services~~be toamortized ~~the~~as ~~Company~~follows: $79,790 during fiscal year 2024.

~~70,000 stock options were granted on January 30, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions:~~ Stock ~~Price~~Option ~~$.20, Exercise Price $.20, Time to Maturity 6.33 years, Risk-free Interest Rate 4%, Annualized Volatility 121%.~~Plans

AnOn April 29, 2021 the Company revised its 2013 Equity Incentive Plan. As of April 29, 2021, an additional ~~100~~175,000 ~~stock~~ options were granted onunder ~~August~~the 20Plan, ~~2013~~with an exercise price of $1.99 per share, which is based on the weighted average price for the trailing six-month average price and an illiquidity discount of 15%. The options vest straight line over three years and expire seven years following the grant date. The options are amortized over the three-year vesting period. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $12.2034, Exercise Price $1.2099, Time to Maturity ~~4.0~~3 years, Risk-free Interest Rate 10.135%, Annualized Volatility 93185%. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options are to be granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company.

~~For the year ended December 31, 2021 the Company recorded share based compensation expense related to stock options in the amount of $246,808.~~21

9.Table ~~NET~~of ~~INCOME (LOSS) PER SHARE~~Contents

~~Basic~~IRONSTONE net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive potential common shares outstanding during the periodPROPERTIES, ~~if dilutive~~INC. ~~Potentially~~AND 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:SUBSIDIARIES

	Quarters Ended						12 months ended
	December 31, 2022			December 31, 2021			December 31, 2022			December 31, 2021
Numerator:
Net Operating Loss	$	(328,593	)	$	(172,900	)	$	(637,947	)	$	(523,401	)
Denominator:
Weighted average shares outstanding - basic		2,719,564			2,191,689			2,503,528			2,191,689
Effect of dilutive potential shares		345,000			345,000			345,000			345,000
Shares outstanding - diluted		3,064,564			2,536,689			2,848,528			2,536,689
Net loss per share - basic	$	(0.12	)	$	(0.08	)	$	(0.25	)	$	(0.24	)
Net loss per share - diluted	$	(0.11	)	$	(0.07	)	$	(0.22	)	$	(0.21	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarters Ended						12 months ended
	December 31, 2022			December 31, 2021			December 31, 2022			December 31, 2021
Numerator:
Net Comprehensive Earnings	$	(624,452	)	$	(779,556	)	$	(1,366,772	)	$	934,599
Denominator:
Weighted average shares outstanding - basic		2,719,564			2,191,689			2,503,528			2,191,689
Effect of dilutive potential shares		345,000			345,000			345,000			345,000
Shares outstanding - diluted		3,064,564			2,536,689			2,848,528			2,536,689
Net gain (loss) per share - basic	$	(0.23	)	$	(0.36	)	$	(0.55	)	$	0.43
Net gain (loss) per share - diluted	$	(0.20	)	$	(0.31	)	$	(0.48	)	$	0.37

The Company previously adopted a 2013 Equity Incentive 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 were granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company.

2270,000 stock options were granted on January 30, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $.20, Exercise Price $.20, Time to Maturity 6.33 years, Risk-free Interest Rate 4%, Annualized Volatility 121%.

~~Table~~An additional 100,000 stock options were granted on August 20, 2013. The fair value of ~~Contents~~these options granted under the Plan were estimated using the Black-Scholes model with following price and assumptions: Stock Price $1.20, Exercise Price $1.20, Time to Maturity 4.0 years, Risk-free Interest Rate 1.1%, Annualized Volatility 93%.

For the year ended December 31, 2023 the Company recorded share based compensation expense related to stock options in the amount of $246,808.

9. NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing 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						12 months ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Numerator:
Net Operating Loss	$	(121,050	)	$	(328,593	)	$	(507,393	)	$	(637,947	)
Denominator:
Weighted average shares outstanding - basic		2,726,955			2,719,564			2,726,955			2,503,528
Effect of dilutive potential shares		345,000			345,000			345,000			345,000
Shares outstanding - diluted		3,071,955			3,064,564			3,071,955			2,848,528
Net loss per share - basic	$	(0.04	)	$	(0.12	)	$	(0.19	)	$	(0.25	)
Net loss per share - diluted	$	(0.04	)	$	(0.11	)	$	(0.17	)	$	(0.22	)

	Quarters Ended						12 months ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
Numerator:
Net Comprehensive Earnings	$	(1,345,048	)	$	(624,452	)	$	(1,733,851	)	$	(1,366,772	)
Denominator:
Weighted average shares outstanding - basic		2,726,955			2,719,564			2,726,955			2,503,528
Effect of dilutive potential shares		345,000			345,000			345,000			345,000
Shares outstanding - diluted		3,071,955			3,064,564			3,071,955			2,848,528
Net gain (loss) per share - basic	$	(0.49	)	$	(0.23	)	$	(0.64	)	$	(0.55	)
Net gain (loss) per share - diluted	$	(0.44	)	$	(0.20	)	$	(0.56	)	$	(0.48	)

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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 December 31, ~~2022~~2023 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 December 31, ~~2022~~2023, 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 10K~~ 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 December 31, ~~2022~~2023 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 December 31, ~~2022~~2023. 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 December 31, ~~2022~~2023, 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 adequate number of independent board members nor therefore an independent audit committee.
	2)	Our limited number of employees results in the Company’s inability to have a sufficient segregation of duties within its accounting and financial reporting activities.

The Company does not have an adequate number of independent board members nor therefore an independent audit committee.

Our limited number of employees 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.

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ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS

Name	Age		Director Since	~~Director Since~~
William R. Hambrecht	88	87	2007		~~2007~~
William Mayer	83	82	2021		~~2021~~
George Hambrecht	52	51	2021		~~2021~~
Michael Huyghue	62	61	2021		~~2021~~
Harold Bradley	66	65	2021		~~2021~~

EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of the Company’s executive officers as of December 31, 2021. A summary of the background and experience of each of these individuals is set forth after the table.

Name	Age		Position	~~Position~~	Held Since	~~Held Since~~
William R. Hambrecht	88	87	Chief Executive Officer	~~Chief Executive Officer~~	2007		~~2007~~
Eugene Yates		59		Chief Financial Officer			2021
Robert Hambrecht (1)	60		Chief Financial Officer		2021

Code of Ethics

(1)	On December 22, 2023 Robert Hambrecht was appointed Chief Financial Officer of the Company, replacing Mr. Gene Yates, who remains with the Company assisting with accounting and bookkeeping duties.

The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s employees (including its executive officers) and directors. The Company shall provide to any person without charge, upon request, a copy of the Code. Any such request must be made in writing to the Company, c/o William R. Hambrecht, 909 Montgomery Street, San Francisco, CA 94133.

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PART III – (Continued)

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Outside directors may also receive stock option grants under the Company’s 2013 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”). Only non- employee directors of the Company or an affiliate of such directors (as defined in the Internal Revenue Code of 1986, as amended from time to time, hereinafter the “Code”) are eligible to receive options under the Directors’ Plan. Options granted under the Directors’ Plan are not intended to qualify as incentive stock options under the Code.

Options under the Directors’ Plan have either a ten-year or seven-year term depending on the grant;; however, each option will terminate prior to the expiration date if the optionee’s service as a non-employee director, or, subsequently, as an employee, of the Company terminates. All options issued pursuant to the Directors’ Plan vest at a rate of 1/36 per month for 36 months following the date of the grant of the option, or in the event the grant was delayed pending compliance by the Company with certain securities law requirements, the date from which the grant was delayed.

The table below shows the compensation paid to the Company’s non-employee directors during ~~2022~~2023.

Director Compensation Name Fees earned or ~~Option~~ paid in cash($) Option awards Total ($) William Mayer - - - William R. Hambrecht - - - George Hambrecht - - - Michael Huyghue - - - Harold Bradley - - -

(1)

See note 8 to the Company audited Consolidated Financial statements included in Item 8 to this report for a description of the assumption underlying the calculation of grant date fair value. The options have a term of ten years, however the optionee’s options will expire 90 days after the optionee’s service to the Company terminates. The option vest over a four-year period at the rate of 1/10 on the date six months after the date of grant and 1/48 per month thereafter. The exercise price of stock options may not be less than 100% of the fair market value of the Common Stock subject to the option on the date of the grant.

(2)

William Mayer Company’s Chairman of the Board of Directors effective March 25, 2021

(3)

George Hambrecht, Michael Huyghue, and Harold Bradley were appointed to the Company Board of Directors effective March 25, 2021.

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PART III – (Continued)

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY OF COMPENSATION

The following table shows that, for the fiscal year ended December 31, ~~2022~~2023, ~~compensation was awarded in~~ the ~~form of stock options to the~~ Company’s Chief Executive Officer or the Company’s Chief Financial Officer. Inreceived ~~addition,~~any ~~the Company’s Chief Financial Officer earned $17,763 in non-employee~~ compensation..

NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)		BONUS		OPTION AWARDS		NON-EQUITY INCENTIVE PLAN		OTHER COMPENSATION ($)		TOTAL
William R. Hambrecht Chief Executive Officer	~~2022~~2023		--		--		--		--		-		--
Eugene Yates Chief Financial Officer (2)	2022		--		--		--		--	$	17,763	$	17,763
Robert Hambrecht Chief Financial Officer (2)	2023		--		--		--		--		--		--

(1)

(2) Mr. ~~Yates~~Hambrecht was appointed as the Company’s Chief Financial Officer effective December 22, 2023. Previously, Mr. Eugene Yates had held the position since March 25, 2021

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Name

Number of securities

Option exercise

~~Option~~

Option expiration

securities

exercise

expiration

(a)

unexercised options (#) exercisable (b)

unexercised options (#) unexercisable (c)

price (e)

date (f)

unexercised

price

date

William R. Hambrecht

13,888

11,112

1.99

4/30/2028

options (#)

Robert Hambrecht (1)

exercicisable

unexercicisable

(a)

(b)

( c )

(e)

(f)

William R. Hambrecht

13,888

11,112

1.99

4/30/2028

Eugene Yates

13,888

11,112

1.99

4/30/2028

See the Summary Compensation Table for information regarding vesting.

(1)

Mr. Robert Hambrecht was granted 50,0000 options in January 14, 2024 at an option exercise price of $1.99 per share, with an expiration date of January 14, 2030.

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PART III – (Continued)

ADDITONAL EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information regarding shares of common stock that may be issued upon exercise of stock options under the Company's updated Equity Incentive Plan as of December 31, ~~2022~~2023, which was the only plan or arrangement under which equity compensation was outstanding or could be awarded at that date.

Plan Category	A. Number of securities to be issued upon exercise of outstanding options, warrants, and rights		B. Weighted- average exercise price of outstanding options, warrants, and rights		C. Number of securities remaining available for future issuance under equity compensation plans (excluding securities) reflected in column A)
Equity compensation plans		345,000	$	1.398		0

Total		345,000				0

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PART III – (Continued)

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the ownership of the Company’s Common Stock as of December 31, ~~2022~~2023 by: (i) each director;; (ii) each named executive officer;; and (iii) all those known by the Company to be beneficial owners of more than five percent of its Common Stock.

BENEFICIAL OWNERSHIP (1)

	NUMBER OF
BENEFICIAL OWNER	NUMBER OF SHARES OF COMMON STOCK		PERCENT TOTAL
	SHARES OF
	COMMON		PERCENT
BENEFICIAL OWNER	STOCK		TOTAL
William R. Hambrecht		1,357,052		49.8	%
Michael Hughue		250,000		9.2	%
Shea Ventures		187,296		6.9	%
Elizabeth Hambrecht		157,143		5.8	%
William Mayer		142,857		5.2	%
Harold Bradley		121,212		4.4	%
Thomas Thurston		105,714		3.9	%
Edmund H. Shea, Jr (deceased and realted entities)		113,173		4.2	%
Edmund H. Shea, Jr (deceased and related entities)		113,173		4.2	%
Robert Hambrecht		21,429		0.8	%
George Hambrecht		17,143		0.6	%
All executive officers, directors and over 5% owners as a group		2,451,590		89.9	%

(1)

This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G, if any, filed with the Securities and Exchange Commission (the “SEC”). Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

(2)	The Company Stock options exercisable currently or within 60 days after March 31, 2023 are 221,528.

(3)	Applicable percentages are based on 3,472,491 shares outstanding on March 31, 2023.

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PART III – (Continued)

On March 10, 2021, the Company borrowed from related party Mr. William R. Hambrecht $300,000 at 6.0% per annum.

During the period November 2015 through February 2021, Mr. William R. Hambrecht paid the interest on an outstanding third-party letter of credit. These payments were recorded as a loan from Mr. Hambrecht for $142,313.

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

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

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

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

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company has been unable to contract a PCAOB auditor for an examination of ~~the 2021 and 2020~~ financial statements and records. The Company continues to search for an auditor.

Auditor Name: N/A Auditor Location:N/A Auditor Firm ID: N/A

~~Auditor~~Since ~~Location:~~the NABoard of Directors does not have an audit committee, the principal auditor will be engaged by the Chief Executive Officer and the Chief Financial Officer on behalf of the Company’s Board of Directors.

Auditor Firm Id: 9999

Since the Board of Directors does not have an audit committee, the principal auditor is engaged by the Chief Executive Officer and the Chief Financial Officer on behalf of the Company’s Board of Directors.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

2. Financial Statement Schedules None

~~None~~3. Exhibits The following Exhibits are filed as part of, or incorporated by reference into, this Report.

3. Exhibits

The following Exhibits are filed as part of, or incorporated by reference into, this Report.

Exhibit

Number Description

21.1	Subsidiaries of Ironstone Group, Inc.

31.1	Section 302 - Principal Executive Officer Certification

31.2	Section 302 - Principal Financial Officer Certification

32.1	Section 1350 – Certification – Chief Executive Officer

32.2	Section 1350 – Certification – Chief Financial Officer

101.INS* Inline XBRL Instance ~~Document.~~

101.SCH* Inline XBRL Taxonomy Extension Schema ~~Document.~~

101 .CAL* Inline XBRL Taxonomy Extension Calculation ~~Linkbase Document.~~

101 .DEF* Inline XBRL Taxonomy Extension Definition ~~Linkbase Document .~~

101 .LAB* Inline XBRL Taxonomy Extension ~~Label Linkbase Document.~~Labels

101 .PRE* Inline XBRL Taxonomy Extension Presentation ~~Linkbase Document.~~

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

Table of Contents

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-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	IRONSTONE PROPERTIES, INC. a Delaware corporation	~~IRONSTONE PROPERTIES, INC. a Delaware corporation~~
Date: May 16, 2023	By: /s/ William R. Hambrecht
Date: March 31, 2023	By: /s/ William R. Hambrecht William R. Hambrecht Chief Executive Officer
		William R. Hambrecht Chief Executive Officer
Date: March 31, 2023	By: /s/ Robert Hambrecht Robert Hambrecht Chief Financial Officer
Date: May 16, 2023	By: /s/ Eugene Yates
		Eugene Yates Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William R. Hambrecht	Director, Chief Executive Officer,	May 16, 2023
/s/ William R. Hambrecht William R. Hambrecht	Director, Chief Executive Officer, (Principal Executive Officer)	March 31, 2023
William R. Hambrecht	(Principal Executive Officer)
/s/ Robert Hambrecht Robert Hambrecht	Chief Financial Officer, (Principal Financial Officer)	March 31, 2023
/s/ Eugene Yates	Chief Financial Officer,	May 16, 2023
/s/ William Mayer William Mayer	Chairman, Board of Directors	March 31, 2023
Eugene Yates	(Principal Financial Officer)
/s/ George Hambrecht George Hambrecht	Director	March 31, 2023
/s/ William Mayer	Chairman, Board of Directors	May 16, 2023
/s/ Harold Bradley Harold Bradley	Director	March 31, 2023
William Mayer
/s/ Michael Huyghue Michael Huyghue	Director	March 31, 2023
/s/ George Hambrecht	Director	May 16, 2023
George Hambrecht
/s/ Harold Bradley	Director	May 16, 2023
Harold Bradley
/s/ Michael Huyghue	Director	May 16, 2023
Michael Huyghue

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