See accompanying notes to condensed consolidatedfinancial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to consolidated financial statements.

See accompanying notes to condensed consolidated financial statements.

See notes to condensed consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to consolidated financial statements.

NOTE 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Saker Aviation Services, Inc. (the “Company”) and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements and should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2022.

The condensed consolidated balance sheet and statements of cash flows as of September 30, 2017March 31, 2023 and the condensed consolidated statements of operations and cash flows for the three and nine months ended September 30, 2017March 31, 2023 and 20162022 have been prepared by the Company without audit. In the opinion of the Company’s management, all necessary adjustments (consisting of normal recurring accruals) have been included to make the Company’s financial position as of September 30, 2017March 31, 2023 and its results of operations, stockholders’ equity, and cash flows for the three and nine months ended September 30, 2017March 31, 2023 not misleading. The results of operations for the three and nine months ended September 30, 2017March 31, 2023 are not necessarily indicative of the results to be expected for any full year or any other interim period.

The CompanyCOVID-19 pandemic has evaluated eventsimpacted the global and United States economies. Federal, state, and local governments implemented certain travel restrictions, “stay-at-home” orders, and social distancing initiatives which have occurred subsequent to September 30, 2017,negatively impacted our operations and through the datethose of our customers. As a result of the filingCOVID-19 pandemic, on March 17, 2020 all sightseeing tour operations at the Downtown Manhattan Heliport ceased. On July 20, 2020, New York City started Phase 4 of the city’s reopening. Sightseeing tour operators at the heliport restarted operations under this Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”), and has determined that no subsequent events have occurred after the current reporting period.phase.

For the period July 20, 2020 through March 31, 2022, sightseeing tour operators experienced much lower demand for tours as compared to pre-pandemic levels of activity. Beginning in April 2022, sightseeing tour operators have seen an increase in activity and a much higher demand for tours. There can be no assurance that this increased activity will continue as demand for sightseeing tours will depend on future developments in the COVID-19 pandemic, including the duration and spread and related travel advisories and restrictions and the impact on overall demand for air travel.

NOTE 2 – Liquidity and Material Agreements

As of September 30, 2017, the CompanyMarch 31, 2023, we had cash and restricted cash equivalents of $2,095,728$6,148,925 and a working capital surplus of $3,452,869. For the nine months ended September 30, 2017, the Company$5,668,649. We generated revenue from continuing operations of $8,743,913$1,322,058 and had income from operations before taxesa net loss of $722,472. $(100,730) for the three months ended March 31, 2023. For the ninethree months ended September 30, 2017,March 31, 2023, cash flows included a net cash and cash provided by operating activities of $11,975, net cash provided by investing activities of $42,624, and net cash used in financing activities of $277,500.$171,768.

On May 17, 2013, March 15, 2018, the Company entered into a loan agreement with PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement includedfor a $2,500,000 non-revolving acquisition$1,000,000 revolving line of credit (the “PNC Acquisition Line”“Key Bank Revolver Note”).

Proceeds which, at the discretion of the PNC Acquisition Line were ableBank, provides for the Company to be dispersed, based on parameters defined in the PNC Loan Agreement, until May 17, 2014 (the “Conversion Date”). Asborrow up to $1,000,000 for working capital and general corporate purposes. This revolving line of the Conversion Date, there was $1,350,000 outstandingcredit is a demand note with no stated maturity date. Borrowings under the PNC Acquisition Line.Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The payment terms provided that 30 days following the Conversion Date, and continuing on the same day of each month thereafter, the Company is required to make equalmonthly payments of principal over a 60 month period. Interestinterest on theany outstanding principal continues to accrue at a rate equal to one-month LIBOR plus 275 basis points (3.978% as of September 30, 2017). As of September 30, 2017, there was $450,000 outstanding under the PNC Acquisition Line.Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at March 31, 2023 or 2022.

The Company iswas party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown ManhattanNew York Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company mustwas required to pay the greater of 18% of the first $5,000,000 in any program year gross receiptsbased on cash collected (“Gross Receipts”) and 25% of gross receiptsGross Receipts in excess of $5 million,$5,000,000, or minimum annual guaranteed payments. The Company paid the City of New York $1,200,000 in the first year of the term and minimum payments were scheduled to increase to approximately $1,700,000 in the final year of the Concession Agreement, which was set to expire on October 31, 2018. During the nine months ended September 30, 2017 and 2016, the Company incurred approximately $1,285,000 and $1,900,000, respectively, in concession fees which are recorded in the cost of revenue.

As disclosed in a Current Report on Form 8-K filed with the SECSecurities and Exchange Commission (“SEC”) on February 5, 2016, on February 2, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”).

Under the Air Tour Agreement, filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company mayhas not allowbeen allowed to permit its tenant operators to conduct tourist flights from the Downtown ManhattanNew York Heliport on Sundays beginningsince April 1, 2016. The Company was also required to ensure the Company’sthat its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. The Air Tour Agreement also provided for the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession

Additionally, beginning onsince June 1, 2016, the Company ishas been required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted out of the Downtown ManhattanNew York Heliport compared to 2015 levels, as well as information on any tour flight that flies over land and/or strays from agreed upon routes.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Air Tour Agreement also extended the Company’s Concession Agreement with the City of New York for 30 months, resulting in a new expiration date of April 30, 2021. The City of New York has two one year options to further extend the Concession Agreement. The Agreement also provides that the minimum annual guarantee payments the Company is required to pay to2021 and gave the City of New York undertwo one-year options to extend the term of the Concession Agreement. The term of the Concession Agreement be reducedwas subsequently extended by 50%, effective January 1, 2017.the City through April 30, 2023 by the City’s exercise of both one-year option renewals and expired on that date.

TheseThe reductions under the Air Tour Agreement have negatively impacted the Company’s business and financial results as well as those of the Company’sits management company at the New York Heliport, Empire Aviation which, as previously disclosed, is owned by the children of Alvin Trenk, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors.Aviation. The Company incurred management fees with Empire Aviation of approximately $1,780,000$246,000 and $2,706,000$123,000 during the ninethree months ended SeptemberMarch 31, 2023 and 2022, respectively. Empire Aviation notified the Company that it believes additional fees are due under the management agreement with the New York Heliport for both 2021 and 2020. If the Company is unable to come to an agreement with Empire Aviation regarding amounts due under the agreement, the Company could incur additional expense as disclosed in the Company’s 2022 Annual Report on Form 10-K.

During the program year that began on May 1, 2020, the City of New York agreed, in recognition of the pandemic’s impact, that the Company could defer payment of minimum guaranteed payments. In April 2021, the City of New York waived the deferred fees through December 31, 2020. In May 2021, the City of New York waived the deferred fees through April 30, 20172021 which coincided with the original expiration of the Concession Agreement as amended by the Air Tour Agreement. The Company worked with the City of New York to address fees to be paid by the Company for the period May 1, 2021 through December 31, 2021. In March 2022, the City of New York agreed to accept 18% of monthly Gross Receipts in excess of $100,000 as Concession fees for this period. In April 2022, the Company agreed to resume paying the City of New York the total monthly amounts due under the Concession Agreement retro-active to January 2022 and 2016,to continue paying fees due under the Concession Agreement through the remainder of the Air Tour Agreement. During the three months ended March 31, 2023 and 2022, we incurred approximately $343,000 and $249,000 in concession fees, respectively, which isare recorded in administrative expenses.  The Company and Empire Aviation have also contributed to the Helicopter Tourism and Jobs Council (“HTJC”), an association that lobbies on behalfcost of the helicopter air tour industry, and which had engaged in discussions with the Mayor’s office.  Mr. Trenk is also an active participant with HJTC, which is managed by his grandson. revenue.

On October 3, 2016,February 15, 2023, NYCEDC reported that it would be bringing a new concession agreement with the Company purchased allas the operator of the capital stock of Aircraft Services, Inc. (“Aircraft Services”), an aircraft maintenance services firm located in Garden City, Kansas. Under the terms of the transaction, the Company made a $150,000 cash payment at closing, a $75,000 installment payment in 2017, and will make an additional installment payment of $75,000 in 2018. The closing cash payment and 2017 installment payment were both funded with internal resources. The Company’s purchases of Aircraft Services’ capital stock is discussed in greater detail in a Current Report on Form 8-K filed with the SEC on October 7, 2016 and filed as an ExhibitNew York Heliport to the Company’s Quarterly ReportNew York City Franchise and Concession Review Committee meeting on Form 10-QMarch 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for the period ended September 30,2016.Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023.

As disclosed in a Current Report on Form 8-K filed with the SEC on July 6, 2015,On April 28, 2023, the Company entered into a stock purchase agreement, dated June 30, 2015,Temporary Use Authorization Agreement (the “Use Agreement”), effective as of May 1, 2023, with the City of New York acting by and through the New York City of Department of Small Business Services (“DSBS”). The Use Agreement has a term of one year. Pursuant to the terms of the Use Agreement, the Company has been granted the exclusive right to operate as the fixed base operator for the New York Heliport and collect all revenue derived from the New York Heliport operations. In addition to terminations for an event of default, the Use Agreement may be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company is required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000. The Company expects that the NYCEDC will conduct a request for proposal for a new concession agreement to govern the operation of the New York Heliport. The Company is in negotiations with the NYCEDC regarding an additional agreement that will govern its use of the New York Heliport while the RFP process is ongoing, which it expects will clarify the economic relationship between the Company and Warren A. Peck, pursuant to which Mr. Peck purchased allparties, including additional fees for the Company’s operation of the capital stock of a wholly-owned subsidiary of the Company. The details of the agreement are described in such Current Report as well as in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 11, 2016. In September 2017, the Company received $100,000 due under this agreement and a final payment of $100,000 is expected to be made in September 2018.New York Heliport.

NOTE 3 - Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and ourits wholly-owned subsidiaries,subsidiary, FirstFlight Heliports, LLC (“FFH”) and our FBO and MRO at Garden City (Kansas) Regional Airport (“FBOGC”).LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.

Cash and restricted cash

The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions. Amounts included in restricted cash are a deposit required by the Concession Agreement with NYEDC and aggregated $425,000 at March 31, 2023 and 2022.

Net IncomeLoss Per Common Share

Net incomeloss was $308,231$(100,730) and $667,252$(31,152) for the ninethree months ended September 30, 2017March 31, 2023 and 2016,2022, respectively. Basic net incomeloss per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net incomeloss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period.

The following table sets forth the components used in the computation of basic net income per share:

(1) Potential common shares of 1,900,000 were excluded from the computation of diluted shares as their exercise prices were greater than the average closing price of the common stock during the period.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Stock BasedStock-Based Compensation

Stock-based compensation expense for all share-basedstock-based payment awards are based on the estimated grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For each of the ninethree months ended September 30, 2017March 31, 2023 and 2016,2022, the Company incurred stock-based compensation costs of $25,496.$25,500 and $11,499, respectively. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2017,March 31, 2023, the unamortized fair value of the options totaled $7,500.$76,500 and the weighted average remaining amortization period of the options approximated five years.

Option valuation models require the input of highly subjective assumptions,, including the expected life of the option. In management's opinion, the use of such option valuation models does not necessarily provide a reliable single measure of the fair value of the Company’s employee stock options. Management holds this view partly becauseBecause the Company's employee stock options have characteristics significantly different from those of traded options, and also because changes in the subjective input assumptions can materially affect the fair value estimate.estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

NOTE 4 – Discontinued Operations

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the” FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. ASU 2014-09 also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These judgments and estimates include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers” (“ASU 2015-14”), which delays the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended by ASU 2015-14, is effective for us beginning January 1, 2018, and, at that time, we may adopt the new standard under the full retrospective approach or the modified retrospective approach. We are currently evaluating the method of adoption and the impact the adoption of ASU 2014-09 will have on our consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which requires an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by leased assets and provide additional disclosures. ASU 2016-02 is effective for us beginning January 1, 2019, and, at that time, we will adopt the new standard using a modified retrospective approach. We are currently evaluating the impact that the adoption of ASU 2016-02 may have on our consolidated financial statements and disclosures.

Reclassifications

Certain reclassifications were made to prior year amounts to conform to the current year presentation. None of the reclassifications affected the Company’s net (loss) income in any period.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Inventories consist of the following:

Included in fuel inventory are amounts held for third parties of $42,909 and $36,692 as of September 30, 2017 and December 31, 2016, respectively, with an offsetting liability included as part of accrued expenses.

NOTE 5 – Acquisition

Our wholly-owned subsidiary, FBO Air Garden City, Inc. (“GCK”), entered into a stock purchase agreement, dated October 3, 2016, by and between the Company, GCK and Gary and Kim Keller, (the “Stock Purchase Agreement”), to purchase all of the capital stock of Aircraft Services, an aircraft maintenance services firm located in Garden City, Kansas. Under the terms of the transaction, the Company made a $150,000 cash payment at closing, an installment payment of $75,000 in 2017, and will make an additional installment payment of $75,000 in 2018. The closing cash payment for the transaction and the 2017 installment payment were funded with internal resources. The Stock Purchase Agreement is discussed in greater detailAs disclosed in a Current Report on Form 8-K filed with the SEC on October 7, 20163, 2022, FBO Air-Garden City, Inc., (“GCK”), one of our wholly owned subsidiaries entered into a FBO Transfer Agreement (the “Transfer Agreement”) with Crosby Flying Services, LLC (“Crosby”) pursuant to which GCK agreed (i) to sell to Crosby substantially all of its assets and is filed as an exhibitnone of its liabilities, and (ii) to a seven year non-competition covenant (the “Non-Compete”) whereby we, including our subsidiaries and affiliates, agreed not to engage in any business involving the Company’s Quarterlyoperation of a fixed based operation supplying aviation fuels and lubricants or the supply of other goods or provision of services typically supplied or performed at fixed base operations at airports at any facility located within one hundred (100) miles of the Garden City Regional Airport in Garden City, Kansas (the “Airport”), for $1.6 million.

As disclosed in a Current Report on Form 10-Q8-K filed with the SEC on November 2, 2022, on October 31, 2022 (the “Closing Date”), the transaction contemplated by the Transfer Agreement closed and we became subject to the Non-Compete, for an aggregate purchase price of approximately $1.5 million, after certain closing adjustments. Crosby paid the purchase price on the Closing Date less $160,000 which is to be paid in cash upon the first anniversary of the Closing Date subject to GCK’s and our compliance with the Non-Compete, pursuant to the Transfer Agreement.

GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the period ended September 30, 2016.

The following table details the allocation of the purchase price:

The following table presents the unaudited pro-forma results of the continuing operations of the Company and Aircraft Services for the ninethree months ended September 30, 2016 as if Aircraft Services had been acquired at the beginning of the period:March 31, 2022.

(UNAUDITED)Components of discontinued operations are as follows:

NOTE 6 – Related Parties

From time to time, the law firm of Wachtel Missry, LLP provides certain legal services to the Company and its subsidiaries. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of such firm. During the nine months ended September 30, 2017 and 2016, no services were provided to the Company by Wachtel & Missry, LLP.

As described in more detail in Note 2, Liquidity, the Company is party to a management agreement with Empire Aviation, an entity owned by the children of Alvin S. Trenk, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors.

NOTE 75 – Litigation

From time to time, the Company may be a party to one or more claims or disputes which may result in litigation. The Company’sCompany’s management does not, however, presently expect that any such matters will have a material adverse effect on the Company’s business, financial condition or results of operations.

NOTE 6 – Subsequent Events

On February 15, 2023, it was reported in the public record that NYCEDC would be bringing a new Concession Agreement with the Company as the operator of the Downtown Manhattan Heliport to the Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that the previous RFP had been cancelled and that it is their intention to put out a new RFP in 2023.

On April 30, 2023 the Company’s Concession Agreement, as amended by the Air Tour Agreement, expired.

On April 28, 2023, the Company entered into the Use Agreement, effective as of May 1, 2023, with the City of New York acting by and through the DSBS.

Item 2 - ManagementManagement’s’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read together with the accompanying unaudited condensed consolidated condensed financial statements and related notes in this report. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2022.

The terms “the Company,”“we,” “us,”“we”, “us”, and “our” are used below to refer collectively to Saker Aviation Services, Inc.the Company and the subsidiaries through which our various businesses are actually conducted.

OVERVIEW

Saker Aviation Saker Aviation Services, Inc. is a Nevada corporation.corporation. Our common stock, $0.001$0.03 par value per share (the “common stock”), is publicly tradedquoted on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS”. Through our subsidiaries, we operate in the aviation services segment of the general aviation industry, in which we serve as the operator of a heliport, a fixed base operation (“FBO”), as a provider of aircraft maintenance, repair and overhaul (“MRO”) services, and as a consultant for a seaplane base that we do not own. FBOs provide ground-based services, such as fueling and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.heliport.

We were formed on January 17, 2003 as a proprietorship and were incorporated in Arizona on January 2, 2004. We became a public company as a result of a reverse merger transaction on August 20, 2004 with Shadows Bend Development, Inc., an inactive public Nevada corporation,, and subsequently changed our name to FBO Air, Inc. On December 12, 2006, we changed our name to FirstFlight, Inc. On September 2, 2009, we changed our name to Saker Aviation Services, Inc.

Our business activities are carried out as the operator of the Downtown Manhattan (New York) Heliport (the “Heliport”, and until October 31, 2022 as an FBOa fixed base operation (“FBO”) and MROa provider of aircraft maintenance and repair services (“MRO”) at the Garden City (Kansas) Regional Airport,Airport. FBOs provide ground-based services, such as fueling and as a consultant to the operator of a seaplane base in New York City.

The Garden City facility became part of our company as a result of our acquisition of the FBO assets of Central Plains Aviation, Inc. in March 2005. Our Garden City facility began offering maintenance services in October 2016 as a result of our acquisition of all of the capital stock of Aircraft Services, Inc. (“Aircraft Services”).aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.

Our business activities at the Downtown Manhattan (New York) Heliport facility (the “New York Heliport”) commenced as a result ofin November 2008 when we were awarded the Company’s award of a Concession Agreement by the City of New York to operate the New York Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services. See Note 2 to the condensed consolidated financial statements included in Item 1 of this report.

We believe the tourism industry has been historically cyclical, with revenue correlated to general U.S. economic conditions. Although not truly seasonal in nature, the spring and summer months tend to generate higher levels of revenue and our operations generally follow that trend. The FBO segmentCOVID-19 pandemic contributed to a decline in travel and tourism related businesses and general economic conditions in the United States and significantly disrupted our business and operations in the year ended December 31, 2021 and the first quarter of 2022, as well as disrupted business operations in the United States and globally. Beginning in April 2022, sightseeing tour operators saw an increase in activity and a much higher demand for tours. There can be no assurance that this increased activity will continue as demand for sightseeing tours will depend on future developments of the general aviation industry is highly fragmented. According toCOVID-19 pandemic, including the National Air Transportation Association (“NATA”), there are over 3,000 FBOs that serve customers at one or more of over 3,000 airport facilities across the country that have at least one paved 3,000-foot runway. The vast majority of these entities are single location operators. NATA characterizes companies with operations at three or more airports as “chains.” An operation with FBOs in at least two distinctive regions of the country is considered a “national” chain while an operation with FBOs in multiple locations within a single region is considered a “regional” chain.duration and spread and any future related travel advisories and restrictions and associated impact on overall demand for air travel.

REVENUE AND OPERATING RESULTS

DISCONTINUED OPERATIONS

As disclosed in a Current Report on Form 8-K filed with the SEC on November 2, 2022, on October 31, 2022, the Company sold its subsidiary FBO and MRO operations of FBO Air-Garden City, Inc. (“GCK”) to Crosby Flying Services, LLC (”Crosby”) for an aggregate purchase price of $1.6 million. Crosby paid the purchase price on October 31, 2022 less $160,000 (the “Installment Payment”) which is to be paid in cash upon the first anniversary of the Closing Date. The Installment Payment is subject to GCK’s and the Company’s compliance with a Non-Compete agreement. GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2022.

Comparison of Continuing Operations from for the Three Months Ended March 31, 2023 and March 31, 2022.NineMonths Ended September30, 2017 and September 30, 2016.

REVENUE

Revenue from continuing operations decreasedincreased by 8.464.8 percent to $3,518,712$1,322,058 for the three months ended September 30, 2017March 31, 2023 as compared with corresponding prior-year period revenue of $3,840,800.$802,409.

For the three months ended September 30, 2017,March 31, 2023, revenue from continuing operations associated with the sale of jet fuel aviation gasoline and related items decreasedincreased by 17.0114.7 percent to approximately $1,287,000$338,000 as compared to approximately $1,551,000$158,000 in the three months ended September 30, 2016.March 31, 2022. This decrease is relatedincrease was largely attributable to lower year-over-year fuelhigher volume primarily dueof gallons of aviation gasoline sold at our New York location in the three months ended March 31, 2023 compared to the final stage of the air tour reductions which took effect on January 1, 2017, as further described belowsame period in Liquidity and Capital Resources.2022.

For the three months ended September 30, 2017,March 31, 2023, revenue from continuing operations associated with services and supply items decreasedincreased by 4.549.4 percent to approximately $2,170,000$955,000 as compared to approximately $2,273,000$639,000 in the three months ended September 30, 2016.March 31, 2022. This decrease is relatedincrease was largely attributable to a higher demand for services at our New York location in the three months ended March 31, 2023 compared to the final stage of the air tour reductions which took effect on January 1, 2017, as noted above.same period in 2022.

For the three months ended September 30, 2017,March 31, 2023 all other revenue from continuing operations increased by 271.1389.2 percent to approximately $62,000$29,000 as compared to approximately $17,000$6,000 in the three months ended September 30, 2016. TheMarch 31, 2022. This increase was largely attributable to an increase in non-aeronautical revenue generated byat our HeliportNew York location compared to the same period last year.

           RevenueCOST OF REVENUE

Total cost of revenue from continuing operations decreasedincreased by 19.666.6 percent to $8,743,913 for$681,007 in the ninethree months ended September 30, 2017 as compared with corresponding prior-year period revenue of $10,872,366.

           For the nine months ended September 30, 2017, revenue from operations associated with the sale of jet fuel, aviation gasoline and related items decreased by 22.8 percent to approximately $3,340,000March 31, 2023 as compared to approximately $4,330,000$408,864 in the ninethree months ended September 30, 2016. This decrease is related to lower year-over-year fuel volume, primarily due to the final stage of the air tour reductions which took effect on January 1, 2017, as further described below in Liquidity and Capital Resources.

           For the nine months ended September 30, 2017, revenue from operations associated with services and supply items decreased by 18.7 percent to approximately $5,284,000 as compared to approximately $6,496,000 in the nine months ended September 30, 2016. This decrease is related to the final stage of the air tour reductions which took effect on January 1, 2017, as noted above.

         For the nine months ended September 30, 2017, all other revenue from operations increased by 156.4 percent to approximately $119,000 as compared to approximately $47,000 in the nine months ended September 30, 2016.March 31, 2022. The increase was largely attributable to an increase in non-aeronautical revenue generated byhigher volume of gallons of jet fuel sold, as well as a higher demand for services, at our Heliport compared to the same period last year.New York location.

GROSS PROFIT

Total gross profit from continuing operations decreased 13.9increased by 62.9 percent to $1,997,812$641,051 in the three months ended September 30, 2017March 31, 2023 as compared with the three months ended September 30, 2016.March 31, 2022. Gross profit was positively impacted by the items previously discussed. Gross margin decreased to 56.8was 48.5 percent in the three months ended September 30, 2017March 31, 2023 as compared to 60.449.0 percent in the same period in the prior year. The decrease in gross profit is related to lower levels of activity at our Heliport operation in the three months ended September 30, 2017 as compared to the prior year. The decrease in gross margin was largely attributable to lower gross margins associated with MRO services being provided at our Kansas location in 2017, which was not part of our operations in the same period last year.

           Total gross profit from operations decreased 23.6 percent to $4,668,955 in the nine months ended September 30, 2017 as compared with the nine months ended June 30, 2016. Gross margin decreased to 53.4 percent in the nine months ended September 30, 2017 as compared to 56.2 percent in the same period in the prior year. The decrease in gross profit is related to the final stage of the air tour reductions, as noted above. The decrease in gross margin is related to lower levels of revenue from services and supplies, which generally carry a higher overall gross margin, in the nine months ended September 30, 2017 as compared to the same period in 2016.

OPERATING EXPENSE

Selling, General and Administrative

Total selling, general and administrative expenses, or (“SG&A,&A”), from continuing operations were approximately $1,534,000$741,781 in the three months ended September 30, 2017,March 31, 2023, representing a decreasean increase of approximately $214,000$200,431 or 12.237.0 percent, as compared to the same period in 2016. Total SG&A were approximately $3,919,000 in the nine months ended September 30, 2017, representing a decrease of approximately $825,000 or 17.4 percent, as compared to the same period in 2016.2022.

            Operational SG&A expensesfrom continuing operations associated with our aviation services operations,operation were approximately $1,416,000$532,000 in the three months ended September 30, 2017,March 31, 2023, representing a decreasean increase of approximately $201,000$117,000, or 12.528.3 percent, as compared to the three months ended September 30, 2016. OperationalMarch 31, 2022. SG&A from operations associated with our aviation services operation, as a percentage of revenue, was 40.2 percent for the three months ended September 30, 2017,March 31, 2023, as compared with 42.151.7 percent in the corresponding prior year period. The decreasedincreased operating expenses were largely attributable to reducedincreased costs related to the lowerhigher levels of activity inat our Heliport operations.

           Operational SG&A expenses were approximately $3,533,000New York location. The decrease in the nine months ended September 30, 2017, representing a decrease of approximately $849,000 or 19.4 percent, as compared to the nine months ended September 30, 2016. Operational SG&A as a percentage of revenue was 40.4 percent for the nine months ended September 30, 2017, as compared with 40.3 percent in the corresponding prior year period. The decreased operating expenses wereis largely attributable to reducedour fixed costs relatedas a percentage relative to the lowerhigher levels of activity inat our Heliport operations.New York location.

Corporate SG&A expenses werefrom continuing operations was approximately $117,000$209,000 for the three months ended September 30, 2017, representing a decrease of approximately $12,000 as compared with the corresponding prior year period. Corporate SG&A was approximately $386,000 for the nine months ended September 30, 2017,March 31, 2023, representing an increase of approximately $24,000$83,000 as compared with the corresponding prior year period. The increases are relatedincreased corporate expenses were primarily attributable to expenses that were incurredan increase in 2017, but did not occur in 2016.  These expenses are also not anticipated to recur in future periods.services provided by various service providers.

OPERATING INCOME

LOSS

Operating incomeloss from continuing operations for the three and nine months ended September 30, 2017March 31, 2023 was $464,123 and $749,563, respectively,$(100,730) as compared to operating incomeloss of $572,329 and $1,369,758,$(147,805) in the three and nine months ended September 30, 2016.March 31, 2022. The decrease on a year-over-year basisin operating loss was driven by lower levels ofprimarily attributable to an increase in gross profit which was partiallyfrom our New York location offset by lowerincreased SG&A expenses.

Depreciation and Amortization

Depreciation and amortization was approximately $395,000$4,216 and $369,000$33,090 for the ninethree months ended September 30, 2017March 31, 2023 and 2016,2022, respectively.

Interest ExpenseExpense

Interest expense for the ninethree months ended September 30, 2017March 31, 2023 and 2022 was approximately $17,000$0.

Bad Debt Recovery

Bad Debt Recovery for the three months ended March 31, 2023 was $0 as compared to $21,000$100,000 in the same period in 2016.2022.

Income Tax

Income tax expense for the three and nine months ended September 30, 2017March 31, 2023 and 2022 was $227,100$0.

Net Loss Per Share

Net loss from continuing operations was $(100,730) and $414,241, respectively, as compared to $285,500 and $681,000$(47,805) for the three and nine months ended September 30, 2016.March 31, 2023 and 2022, respectively. The decrease isincrease in net loss was primarily attributable to lower pre-tax incomethe benefit of Bad Debt Recovery of $100,000 recorded in the ninethree months ended September 30, 2017 as compared to the same period in 2016.

Net Income Per Share

Net income was $308,231 and $667,252 for the nine months ended September 30, 2017 and 2016, respectively.March 31, 2022.

Basic and diluted net incomeloss per share from continuing operations for the ninethree month periods ended September 30, 2017March 31, 2023 and 20162022 was $0.01$(0.10) and $0.02,$(0.03), respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2017, the CompanyMarch 31, 2023, we had cash and restricted cash equivalents of $2,095,728$6,148,925 and a working capital surplus of $3,452,869. For the nine months ended September 30, 2017, the Company$5,668,649. We generated revenue from continuing operations of $8,743,913$1,322,058 and had income from operations before taxesa net loss of $722,472. $(100,730) for the three months ended March 31, 2023. For the ninethree months ended September 30, 2017,March 31, 2023, cash flows included a net cash and cash provided by operating activities of $11,975, net cash provided by investing activities of $42,624, and net cash used in financing activities of $277,500.$171,768.

On May 17, 2013,March 15, 2018, the Company entered into a loan agreement with PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement includedfor a $2,500,000 non-revolving acquisition$1,000,000 revolving line of credit (the “PNC Acquisition Line”“Key Bank Revolver Note”).

Proceeds which, at the discretion of the PNC Acquisition Line were ableBank, provides for the Company to be dispersed, based on parameters defined in the PNC Loan Agreement, until May 17, 2014 (the “Conversion Date”). Asborrow up to $1,000,000 for working capital and general corporate purposes. This revolving line of the Conversion Date, there was $1,350,000 outstandingcredit is a demand note with no stated maturity date. Borrowings under the PNC Acquisition Line.Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The payment terms provided that 30 days following the Conversion Date, and continuing on the same day of each month thereafter, the Company is required to make equalmonthly payments of principal over a 60 month period. Interestinterest on theany outstanding principal continues to accrue at a rate equal to one-month LIBOR plus 275 basis points (3.978% as of September 30, 2017). As of September 30, 2017, there was $450,000 outstanding under the PNC Acquisition Line.Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at March 31, 2023 or 2022.

The Company iswas party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown ManhattanNew York Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company mustwas required to pay the greater of 18% of the first $5,000,000 in any program year gross receiptsbased on cash collected (“Gross Receipts”) and 25% of gross receiptsGross Receipts in excess of $5 million,$5,000,000, or minimum annual guaranteed payments. The Company paid the City of New York $1,200,000 in the first year of the term and minimum payments were scheduled to increase to approximately $1,700,000 in the final year of the Concession Agreement, which was set to expire on October 31, 2018. During the nine months ended September 30, 2017 and 2016, the Company incurred approximately $1,285,000 and $1,900,000, respectively, in concession fees which are recorded in the cost of revenue.

As disclosed in a Current Report on Form 8-K filed with the SECSecurities and Exchange Commission (“SEC”) on February 5, 2016, on February 2, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”).

Under the Air Tour Agreement, filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, the Company mayhas not allowbeen allowed to permit its tenant operators to conduct tourist flights from the Downtown ManhattanNew York Heliport on Sundays beginningsince April 1, 2016. The Company was also required to ensure the Company’sthat its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. The Air Tour Agreement also provided for the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession

Additionally, beginning onsince June 1, 2016, the Company ishas been required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted out of the Downtown ManhattanNew York Heliport compared to 2015 levels, as well as information on any tour flight that flies over land and/or strays from agreed upon routes.

The Air Tour Agreement also extended the Company’s Concession Agreement with the City of New York for 30 months, resulting in a new expiration date of April 30, 2021. The City of New York has two one year options to further extend the Concession Agreement. The Agreement also provides that the minimum annual guarantee payments the Company is required to pay to2021 and gave the City of New York undertwo one-year options to extend the term of the Concession Agreement. The term of the Concession Agreement be reducedwas subsequently extended by 50%, effective January 1, 2017.the City through April 30, 2023 by the City’s exercise of both one-year option renewals and expired on that date.

          TheseThe reductions under the Air Tour Agreement have negatively impacted the Company’s business and financial results as well as those of the Company’sits management company at the New York Heliport, Empire Aviation which, as previously disclosed, is owned by the children of Alvin Trenk, the Company’s Chief Executive Officer and a member of the Company’s Board of Directors.Aviation. The Company incurred management fees with Empire Aviation of approximately $1,780,000$246,000 and $2,706,000$123,000 during the ninethree months ended SeptemberMarch 31, 2023 and 2022, respectively. Empire Aviation notified the Company that it believes additional fees are due under the management agreement with the New York Heliport for both 2021 and 2020. If the Company is unable to come to an agreement with Empire Aviation regarding amounts due under the agreement, the Company could incur additional expense as disclosed in the Company’s 2022 Annual Report on Form 10-K.

During the program year that began on May 1, 2020, the City of New York agreed, in recognition of the pandemic’s impact, that the Company could defer payment of minimum guaranteed payments. In April 2021, the City of New York waived the deferred fees through December 31, 2020. In May 2021, the City of New York waived the deferred fees through April 30, 20172021 which coincided with the original expiration of the Concession Agreement as amended by the Air Tour Agreement. The Company worked with the City of New York to address fees to be paid by the Company for the period May 1, 2021 through December 31, 2021. In March 2022, the City of New York agreed to accept 18% of monthly Gross Receipts in excess of $100,000 as Concession fees for this period. In April 2022, the Company agreed to resume paying the City of New York the total monthly amounts due under the Concession Agreement retro-active to January 2022 and 2016,to continue paying fees due under the Concession Agreement through the remainder of the Air Tour Agreement. During the three months ended March 31, 2023 and 2022, we incurred approximately $343,000 and $249,000 in concession fees, respectively, which isare recorded in administrative expenses.  Thethe cost of revenue.

On February 15, 2023, NYCEDC reported that it would be bringing a new concession agreement with the Company and Empire Aviation have also contributedas the operator of the New York Heliport to the Helicopter TourismNew York City Franchise and Jobs Council (“HTJC”), an associationConcession Review Committee meeting on March 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that lobbies on behalfthe previous RFP had been cancelled and that it is their intention to put out a new RFP in 2023. 

On April 28, 2023, the Company entered into the Use Agreement, effective as of the helicopter air tour industry, and which had engaged in discussionsMay 1, 2023, with the Mayor’s office.  Mr. Trenk is also an active participant with HJTC, which is managedCity of New York acting by his grandson. 

          On October 3, 2016,and through the Company purchased allNew York City of the capital stockDepartment of AircraftSmall Business Services Inc. (“Aircraft Services”), an aircraft maintenance services firm located in Garden City, Kansas. UnderDSBS. The Use Agreement has a term of one year. Pursuant to the terms of the transaction,Use Agreement, the Company madehas been granted the exclusive right to operate as the fixed base operator for the New York Heliport and collect all revenue derived from the New York Heliport operations. In addition to terminations for an event of default, the Use Agreement may be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company is required under the Use Agreement to remit a $150,000 cash payment at closing,monthly administrative fee to the NYCEDC in the amount of $5,000. The Company expects that the NYCEDC will conduct a $75,000 installment paymentrequest for proposal for a new concession agreement to govern the operation of the New York Heliport. The Company is in 2017, and will makenegotiations with the NYCEDC regarding an additional installment paymentagreement that will govern its use of $75,000 in 2018. The closing cash payment and 2017 installment payment were both funded with internal resources. The Company’s purchases of Aircraft Services’ capital stockthe New York Heliport while the RFP process is discussed in greater detail in a Current Report on Form 8-K filed withongoing, which it expects will clarify the SEC on October 7, 2016 and filed as an Exhibit toeconomic relationship between the parties, including additional fees for the Company’s Quarterly Report on Form 10-Q foroperation of the period ended September 30,2016.New York Heliport.

          As disclosed in a Current Report on Form 8-K filed with the SEC on July 6, 2015, the Company entered into a stock purchase agreement, dated June 30, 2015, by and between the Company and Warren A. Peck, pursuant to which Mr. Peck purchased all of the capital stock of a wholly-owned subsidiary of the Company. The details of the agreement are described in such Current Report as well as in the Company’s Annual Report on Form 10-K, which was filed with the SEC on April 11, 2016. In September 2017, the Company received $100,000 due under this agreement and a final payment of $100,000 is expected to be made in September 2018.

During the ninethree months ended September 30, 2017,March 31, 2023, we had a net decreaseincrease in cash of $222,901.$171,768. Our sources and uses of funds during this period were as follows:

Cash from Operating Activities

For the ninethree months ended September 30, 2017,March 31, 2023, net cash provided by operating activities was $11,975.$171,768. This amount included an increasea decrease in operating cash related to net incomeloss of $308,231$(100,730) and additions for the following items: (i) depreciation and amortization, $395,017; (ii) loss on sale of charter certificate, $10,000; (iii) stock based compensation, $25,496 ; (iv) deposits, $37,272; and (v) customer deposits, $271. These increases in operating activities were offset by the following decreases in (i) accounts receivable, trade, $210,821; (ii) inventories, $49,378; (iii) prepaid expenses and other current assets, $175,118; (iv) accounts payable, $261,395; and (v) accrued expenses, $67,600.

         For the nine months ended September 30, 2016, net cash provided by operating activities was $2,042,063. This amount included an increase in operating cash related to net income of $667,252 and additions for the following items: (i) depreciation and amortization, $369,211;$4,216; (ii) stock based compensation, $25,496;$25,500; (iii) accounts receivable, trade, $932,788;$42,316; (iv) deposits $39,785;inventory, $10,779; (v) prepaid expenses, $139,844; and (vi) accounts payable, $406,905; and (vi) customer deposits, $238.$52,667. These increases in operating activities were offset by a decrease in (i) inventories, $8,147; (ii) prepaid expenses, $127,887; and (iii) accrued expenses $263,578.

Cash from Investing Activitiesof $2,824.

For the ninethree months ended September 30, 2017,March 31, 2022, net cash provided by investingoperating activities was $42,624.$662,099. This amount included $100,000 provided bya decrease in operating cash related to net loss of $(31,152) and additions for the payment of notesfollowing items: (i) depreciation and amortization, $33,090; (ii) stock based compensation, $11,499; (iii) accounts receivable, trade, $14,393; (iv) prepaid expenses, $295,036; (v) customer deposits, $100,000; and $25,000 of proceeds from the sale of the Company’s charter certificate,(vi) accounts payable, $283,987. These increases in operating activities were offset by a decrease in operating cash used for the purchaseinventories of property$38,064 and equipmentaccrued expenses of $82,376. For the nine months ended September 30, 2016, net cash used in investing activities was $40,781. This amount included $30,000 provided by the payment of notes receivable offset by amounts used in the purchase of property and equipment of $70,781.$6,690.

Cash from Financing Activities

For the ninethree months ended September 30, 2017, netMarch 31, 2023, there was no cash used in, or provided by, financing activities. For the three months ended March 31, 2022, net cash of $14,676 was used in financing activities was $277,500 for the payment of notes payable. For the nine months ended September 30, 2016, net cash used in financing activities was $204,874 forpayable of $3,483 and the payment of notes payable.right of use leases of $11,193.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. ASU 2014-09 also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These judgments and estimates include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers” (“ASU 2015-14”), which delays the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended by ASU 2015-14, is effective for us beginning January 1, 2018, and, at that time, we may adopt the new standard under the full retrospective approach or the modified retrospective approach. We are currently evaluating the method of adoption and the impact the adoption of ASU 2014-09 will have on our consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which requires an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by leased assets and provide additional disclosures. ASU 2016-02 is effective for us beginning January 1, 2019, and, at that time, we will adopt the new standard using a modified retrospective approach. We are currently evaluating the impact that the adoption of ASU 2016-02 may have on our consolidated financial statements and disclosures.

CAUTIONARYCAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

Statements contained in this report may contain information that includes or is based upon "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management's current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," "projects," "intends," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, but not limited to, those relating to:

Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions made by the Company may cause actual results to be materially different from those described herein or elsewhere by us. Undue reliance should not be replacedplaced on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in our Annual Report on Form 10-K for the year ended December 31, 20162022 and in other filings we make with the SEC. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission.SEC. We expressly disclaim any intent or obligation to update any forward-looking statements, except as may be required by law.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, including our principalPresident (principal financial officer) and Chief Executive Officer (principal executive officer and principal financial officer, hasofficer), have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon, and as of the date of that evaluation, our principal executive officerPresident and principal financial officerour Chief Executive Officer concluded that ourthe disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports filed and submitted by us under the Securities Exchange Act, of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required, and (ii) is accumulated and communicated to our management, including our principal executive officerPresident and principal financial officer,our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II –– OTHER INFORMATION

Item 6.  Exhibits–1A – Risk Factors

For a discussion of the Company’s potential risks or uncertainties, please see: (i) “Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC and the additional risks described below.

We could be adversely affected by the loss of our Temporary Use Authorization Agreement with the City of New York.

Our Concession Agreement with the City of New York expired on April 30, 2023. On February 15, 2023, NYCEDC reported that it would be bringing a new concession agreement with us as the operator of the New York Heliport to the New York City Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023.

We entered into a Temporary Use Authorization Agreement (the “Use Agreement”), effective as of May 1, 2023, with the City of New York acting by and through the New York City of Department of Small Business Services (“DSBS”). The Use Agreement has a term of one year. Pursuant to the terms of the Use Agreement, we have been granted the exclusive right to operate as the fixed base operator for the New York Heliport and collect all revenue derived from the New York Heliport operations. In addition to terminations for an event of default, the Use Agreement may be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. We are required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000. We expect that the NYCEDC will conduct a request for proposal for a new concession agreement to govern the operation of the New York Heliport. We are in negotiations with the NYCEDC regarding an additional agreement that will govern our use of the New York Heliport while the RFP process is ongoing, which we expect will clarify the economic relationship between the parties, including additional fees for our operation of the New York Heliport.

All of our business is conducted and reliant on the New York Heliport. Any disruption in business at the New York Heliport or additional restrictions imposed on the operations of the New York Heliport by the NYCEDC could adversely impact our results of operations. Additionally, our business depends on us remaining as the operator of the New York Heliport. If the Use Agreement expires or is terminated early pursuant to its terms without us having a further agreement in place for our continued operation of the New York Heliport, our business would be adversely affected and we would be required to cease all operations.

If we submit an RFP but are not awarded the contract, our operations will be materially adversely affected.

We currently operate the New York Heliport pursuant to the Use Agreement. The NYCEDC announced on April 7, 2023 that it is their intention to put out a new RFP in 2023 to govern the use of the New York Heliport. We expect to submit our best proposal once the RFP is commenced by the NYCEDC. There is no guarantee that any proposal we submit to an RFP for operating the New York Heliport will be accepted or that we will be awarded a contract to operate the New York Heliport under any RFP. If we submit a proposal to an RFP and are not chosen, our business will be materially adversely affected and we may be required to cease all operations.

Item 6 - Exhibits

* Filed herewith

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