Exhibit
10.1


 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM


 


To the Shareholders and Board of Directors of


Millennium Investment & Acquisition Co. Inc.


 


Opinion on the Financial Statements


 


We have audited the accompanying consolidated
balance sheet of Millennium Investment & Acquisition Co. Inc. and its subsidiaries (collectively, the “Company”) as of
December 31, 2020, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the
year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and the results of
their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United
States of America.


 


Basis for Opinion


 


These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.


 


We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.


 


Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.


 


Critical Audit Matters


 


Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.


 


	/s/ MaloneBailey, LLP	




	www.malonebailey.com	 




	We have served as the Company’s auditor since 2021.	




	Houston, Texas	




	October 15, 2021	




 



    	F-1



    	 



    




 


Financial
Statements.


 


MILLENNIUM
INVESTMENT & ACQUISITION CO. INC.


CONSOLIDATED
BALANCE SHEET


 


	Assets:	 	December
    31, 2020	 
	Current assets:	 	 	 	 
	Cash and cash
    equivalents	 	$	1,895,597	 
	Investment in equity
    securities (SMC Global Securities)	 	 	5,662,706	 
	Other
    current assets	 	 	50,855	 
	Total current assets	 	 	7,609,158	 
	 	 	 	 	 
	Property, plant and equipment:	 	 	 	 
	Millennium HI Carbon (HI)	 	 	2,765,000	 
	Millennium
    Carbon (KY)	 	 	139,497	 
	Net property, plant and equipment	 	 	2,904,497	 
	 	 	 	 	 
	Right of use assets
    - Millennium HI Carbon (HI)	 	 	1,403,190	 
	Total
    assets	 	$	11,916,845	 
	 	 	 	 	 
	Liabilities and Shareholders’
    Equity	 	 	 	 
	Current liabilities:	 	 	 	 
	Accounts payable and accrued
    expenses	 	$	222,478	 
	PPP Loan - Millennium HI
    Carbon (HI)	 	 	137,700	 
	Lease
    Liability - Millennium HI Carbon (HI)	 	 	1,024,969	 
	Total current liabilities	 	 	1,385,147	 
	 	 	 	 	 
	Lease Liability - Millennium
    HI Carbon (HI)	 	 	1,399,285	 
	Total
    Liabilities	 	$	2,784,432	 
		 	 	 	 
	Preferred Stock; par value $0.0001 per share, 5,000 shares authorized,
    no shares issued and outstanding	 	 	-	 
	Common Stock; par value $0.0001 per share,
    12,000,000 shares authorized, 10,959,814 shares issued and outstanding	 	 	1,096	 
	Paid-in capital	 	 	52,400,025	 
	Accumulated Deficit	 	 	(43,268,708	)
	Total
    Equity	 	$	9,132,413	 
	 	 	 	 	 
	Total
    Liabilities and Equity	 	$	11,916,845	 



 


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


 




    	F-2



    	 



    

 


MILLENNIUM
INVESTMENT & ACQUISITION CO. INC. 


CONSOLIDATED
STATEMENT OF OPERATIONS


For
the Year Ended December 31,


 


	 	 	2020	 
	 	 	 	 
	 	 	 	 
	Operating Expenses	 	 	 	 
	Property taxes	 	$	52,891	 
	General & administrative
    expense	 	 	339,493	 
	Utilities	 	 	45,393	 
	Insurance	 	 	133,477	 
	State and franchise tax	 	 	4,991	 
	Lease expense -
    Millennium HI Carbon (HI)	 	 	190,703	 
	Impairment on property,
    plant and equipment - Millennium HI Carbon LLC (HI)	 	 	6,736,536
	 
	Professional
    fees	 	 	75,882	 
	Total Operating Expenses	 	 	7,579,366	 
	 	 	 	 	 
	Net
    Loss from Operations	 	$	(7,579,366	)
	 	 	 	 	 
	Other Income	 	 	 	 
	Dividend income	 	$	114,109	 
	Interest income	 	 	901	 
	Unrealized gain on investment
    in SMC Global Securities	 	 	781,469	 
	Realized gain on disposal
    of SMC Global Securities	 	 	156,343	
	Other
    Income	 	 	30,750	 
	Total Other Income	 	 	1,083,572	
	 	 	 	 	 
	Net
    Loss	 	$	(6,495,794	)
	 	 	 	 	 
	Net loss per share - basic and diluted	 	$	(0.59	)
	Weighted average shares outstanding, basic and diluted	 	 	10,959,814	 



 


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


 




    	F-3



    	 



    

 


MILLENNIUM
INVESTMENT & ACQUISITION CO. INC. 


CONSOLIDATED
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY


For
the Year Ended December 31, 2020


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 
	 	 	Common
    Stock	 	 	Paid-in	 	 	Accumulated	 	 	Shareholders’	 
	 	 	Shares	 	 	Amount	 	 	Capital	 	 	Deficit	 	 	Equity	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2019	 	 	10,959,814	 	 	$	1,096	 	 	$	52,400,025	 	 	$	(36,772,914	)	 	$	15,628,207	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Loss	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(6,495,794	)	 	 	(6,495,794	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Balance at December 31, 2020	 	 	10,959,814	 	 	$	1,096	 	 	$	52,400,025	 	 	$	(43,268,708	)	 	$	9,132,413	 



 


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


 




    	F-4



    	 



    

 


MILLENNIUM
INVESTMENT & ACQUISITION CO. INC. 


CONSOLIDATED
STATEMENT OF CASH FLOWS


 


	 	 	Year ended	 
	 	 	2020	 
	Operating activities	 	 	 	 
	Net loss	 	$	(6,495,794	)
	 	 	 	 	 
	Adjustments to reconcile
    net loss to net cash used in operating activities	 	 	 	 
	Noncash operating lease
    expense	 	 	58,872	 
	Impairment
                                            of property, plant and equipment - Millennium HI Carbon (HI)
	 	 	6,736,536
	 
	Unrealized gain on investment
    in SMC Global Securities	 	 	(781,469
	)
	Realized gain on disposal
    of SMC Global Securities	 	 	(156,343
	)
	 	 	 	 	 
	Changes in operating assets
    and liabilities	 	 	 	 
	Accounts payable and accrued
    expenses	 	 	39,404	 
	Lease liability	 	 	121,005	
	Other
    current assets	 	 	4,823	 
	Net cash used in
    operating activities	 	 	(472,966	)
	 	 	 	 	 
	Investing activities	 	 	 	 
	Proceeds from disposal
    of SMC Global Securities	 	 	876,808
	 
	Acquisition
    of property, plant and equipment	 	 	(647,883	)
	Net cash used by investing
    activities	 	 	228,925	 
	 	 	 	 	 
	Financing activities	 	 	 	 
	PPP
    Loan - Millennium HI Carbon	 	 	137,700	 
	Net cash provided by financing
    activities	 	 	137,700	 
	 	 	 	 	 
	Net decrease in cash and
    cash equivalents	 	 	(106,341	)
	 	 	 	 	 
	Cash
    and cash equivalents, beginning of period	 	$	2,001,938	 
	 	 	 	 	 
	Cash
    and cash equivalents, end of period	 	$	1,895,597	 
	 	 	 	 	 
	Supplemental disclosure
    of cash flow information:	 	 	 	 
	Cash paid during the period for interest	 	$	-	 
	Cash paid during the period for income tax	 	$	-	 
	Supplemental disclosure
    of noncash flow information:	 	 	 	 
	Initial recognition of right of use assets
    and lease liability	 	$	1,462,062	 



 


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


 




    	F-5



    	 



    

 


1.
OPERATIONS & NATURE OF BUSINESS


 


Millennium
Investment and Acquisition Co. Inc., formally known as Millennium India Acquisition Company Inc. (“MILC”, “we”,
“our”, the “Company”) is an internally managed, non-diversified, closed-end investment company. During 2020,
MILC announced that it was seeking to de-register as an Investment Company that is regulated under Investment Company Act of 1940. MILC
is currently seeking an Order (the “Order”) from the SEC declaring that it has ceased to be an Investment Company as it no
longer meets the definition of holding itself out as investing in securities but rather has pivoted to focus on direct investments in
operating businesses Consequently, these financial statements are presented in accordance with the reporting requirements under the
Securities Exchange Act of 1934, as amended.





 


2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 


 


Basis
of Presentation


 


These
unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States (“GAAP”).”


 


Principles
of Consolidation


 


The
accompanying consolidated financial statements of MILC include the accounts of the Company and its wholly-owned subsidiaries as follows:


 


Millennium
Carbon LLC


Millennium
HI Carbon LLC


 


All
intercompany balances have been eliminated in consolidation.


 








Investment
in Equity Securities


 


Privately
held equity securities are recorded at cost and adjusted for observable transactions for same or similar investments of the issuer (referred
to as the measurement alternative) or impairment. All gains and losses on privately held equity securities, realized or unrealized, are
recorded through gains or losses on equity securities on the consolidated statement of operations.




 


Loss
per Common Share


 





Basic
income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
during the period.  In periods where the Company has a net loss, the computation of diluted net loss per share does not include
dilutive common stock equivalents in the weighted average shares outstanding as their effect would be anti-dilutive. The Company had
no common stock equivalents for the year ended December 31, 2020.

 


Property,
Plant and Equipment


 


Plant,
Property and Equipment is carried at historical cost, net of adjustments for impairment, if any. Development costs, including land, land
development, direct costs of construction, equipment, and indirect carrying costs incurred during the development and construction period
are capitalized. Capitalization of carrying costs begins when development activities commence and ends when the assets are substantially
completed and ready for their intended use.


 


The
Company assesses the carrying value of its property and equipment for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing estimated undiscounted cash flows,
expected to be generated from such assets, to their net book value. If net book value exceeds estimated cash flows, the asset is written
down to its fair value, determined by the estimated discounted cash flows from such asset. When an asset is retired or sold, its cost
and related accumulated depreciation and amortization are removed from the accounts. The difference between the net book value of the
asset and proceeds on disposition is recorded as a gain or loss in our statements of operations in the period in which they occur.


 


Fair
Value


 


Fair
value represents 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.
The Company measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are
traded and the reliability of the assumptions used to determine fair value.


 


	 	o	Level
    1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow
    a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available
    pricing sources for market transactions involving identical assets, liabilities or funds.


 




    	F-6



    	 



    

 


	 	o	Level
    2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar
    assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency
    debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical
    or comparable assets or liabilities.
	 	 	 
	 	o	Level
    3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models,
    discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level
    3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.


 


In
determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of
unobservable inputs to the extent possible as well as considering counterparty credit risk.


 


The
carrying amounts of MILC’s financial instruments, including cash and cash equivalents, deposits, and accounts payable approximate
fair value because of their relatively short-term maturities


 


Income
Taxes


 


Deferred
income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities
that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income
tax assets to the amount expected to be realized.


 


The
Company recognizes the tax benefits/expense of uncertain tax positions only when the position is “more likely than not” to
be sustained assuming examination by tax authorities. Management reviewed the tax positions during the year ended December 31, 2020,
and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken. The Company
recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations.
During the year ended December 31, 2020, the Company did not incur any interest or penalties. Generally, tax authorities can examine
tax returns filed for the last three years.


 


Indemnification


 


Under
the MILC’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the
performance of their duties to MILC. In addition, in the normal course of business, MILC enters into contracts with its vendors and others
that provide for general indemnifications. MILC’s maximum exposure under these arrangements is unknown as this would involve future
claims that may be made against MILC. However, based on experience, MILC expects that risk of loss to be remote.


 


Use
of Estimates


 


The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


 





Covid
– 19 Impact


 


We
are monitoring COVID-19 closely, and although our operations have not been materially affected by the COVID-19 outbreak to date, the
ultimate severity of the outbreak and its impact on the economic environment is uncertain. Our operations are ongoing as the cultivation
of cannabis is currently considered an essential business by the states in which we operate, and the pandemic has not materially impacted
our business operations. The uncertain nature of the spread of COVID-19 may impact our business operations for reasons including the
potential quarantine of our employees, those of our supply chain partners or a change in our designation as “essential” in
states where we operate.


 








Leases


 


The
Company accounts for leases as required by ASC Topic 842. The guidance requires companies to recognize leased assets and liabilities
on the balance sheet and to disclose key information regarding leasing arrangements. ROU assets represent our right to use an underlying
asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We determine if
an arrangement is a lease at inception.


 








Impact
of New Accounting Standards


 


The
Company has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have
a significant effect on the Company’s financial statements.


 




    	F-7



    	 



    

 


3.
PROPERTY, PLANT AND EQUIPMENT


 


Property
and equipment consist of the following at December 31, 2020:


 





	Property, plant and equipment:	 	 	 	 
	Millennium HI Carbon LLC (HI)	 	 	9,501,536	 
	Less: Millennium HI Carbon LLC (HI) - Impairment	 	 	(6,736,536	)
	Millennium Carbon LLC (KY)	 	 	139,497	 
	Net property, plant and equipment	 	 	2,904,497	 







 


Property,
plant and equipment are not in service as of December 31, 2020. As such, no depreciation is recognized for the year
ended December 31, 2020. We recognized an impairment loss on the Millennium HI Carbon asset of $6,736,536 for
the year ended December 31, 2020 due to uncertainty in the future operations of the plant.


 


4.
INVESTMENTS IN EQUITY SECURITIES





 


In
December 2013, MILC commenced selling its interest in SMC Global with the intent of completely liquidating its position which was completed
in June 2021 (see Note 10).


 





The
following is a summary of the sales completed as of December 31, 2020:


 


	Sale
    Date	 	Shares	 	 	Net
    Proceeds	 	 	Net
    Price Per Share	 
	 	 	 	 	 	 	 	 	 	 
	12/12/2013	 	 	1,131,345	 	 	$	1,376,890	 	 	$	1.22	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	11/19/2015	 	 	1,131,345	 	 	 	2,139,011	 	 	 	1.89	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	4/19/2016	 	 	100,000	 	 	 	123,159	 	 	 	1.23	 
	5/6/2016	 	 	200,000	 	 	 	246,578	 	 	 	1.23	 
	8/14/2016	 	 	300,000	 	 	 	367,949	 	 	 	1.23	 
	11/25/2016	 	 	300,000	 	 	 	368,775	 	 	 	1.23	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	2/17/2017	 	 	250,000	 	 	 	301,753	 	 	 	1.21	 
	3/28/2017	 	 	250,000	 	 	 	314,952	 	 	 	1.26	 
	6/1/2017	 	 	300,000	 	 	 	381,570	 	 	 	1.27	 
	10/2/2017	 	 	200,000	 	 	 	250,180	 	 	 	1.25	 
	11/13/2017	 	 	200,000	 	 	 	250,316	 	 	 	1.25	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	1/24/2019	 	 	200,000	 	 	 	287,673	 	 	 	1.44	 
	2/19/2019	 	 	200,000	 	 	 	288,442	 	 	 	1.44	 
	3/29/2019	 	 	900,000	 	 	 	1,337,338	 	 	 	1.49	 
	7/5/2019	 	 	200,000	 	 	 	299,057	 	 	 	1.50	 
	10/1/2019	 	 	600,000	 	 	 	632,683	 	 	 	1.05	 
	12/10/2019	 	 	300,000	 	 	 	317,510	 	 	 	1.06	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	6/30/2020	 	 	300,000	 	 	 	238,026	 	 	 	0.79	 
	10/30/2020	 	 	170,000	 	 	 	124,048	 	 	 	0.73	 
	11/9/2020	 	 	330,000	 	 	 	240,545	 	 	 	0.73	 
	12/31/2020	 	 	371,000	 	 	 	274,189
	 	 	 	0.74	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	7,933,690	 	 	$	10,160,644
	 	 	$	1.28	 



 







    	F-8



    	 



    

 


The
following is a summary of the sales completed in 2021:


 


	Sale
    Date	 	Shares	 	 	Net
    Proceeds	 	 	Net
    Price Per Share	 
	 	 	 	 	 	 	 	 	 	 
	2/17/2021	 	 	1,229,000	 	 	 	718,403	 	 	 	0.58	 
	2/18/2021	 	 	1,500,000	 	 	 	876,628	 	 	 	0.58	 
	2/23/2021	 	 	1,800,000	 	 	 	1,058,315	 	 	 	0.59	 
	2/26/2021	 	 	704,690	 	 	 	405,108	 	 	 	0.57	 
	5/19/2021	 	 	252,148	 	 	 	249,627	 	 	 	0.99	 
	5/20/2021	 	 	200,000	 	 	 	196,000	 	 	 	0.98	 
	5/21/2021	 	 	611,971	 	 	 	599,732	 	 	 	0.98	 
	5/24/2021	 	 	508,834	 	 	 	498,657	 	 	 	0.98	 
	5/25/2021	 	 	344,527	 	 	 	327,301	 	 	 	0.95	 
	5/26/2021	 	 	190,000	 	 	 	174,801	 	 	 	0.92	 
	5/27/2021	 	 	163,646	 	 	 	157,100	 	 	 	0.96	 
	5/28/2021	 	 	322,319	 	 	 	299,757	 	 	 	0.93	 
	6/1/2021	 	 	106,555	 	 	 	101,277
	 	 	 	0.95	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	7,933,690	 	 	 	5,662,706
	 	 	$	0.71	 




 


As
of December 31, 2020, MILC holds 7,933,690 shares of SMC Global. During the year ended December 31, 2020, MILC sold 1,171,000 shares
resulting in a realized gain of $156,343 and an unrealized gain on investment of $781,469. The Company is in the process of selling shares
of SMC Global to eliminate the position entirely and the liquidation was completed by June 30, 2021.

 


5.
COMMITMENTS AND CONTINGENCIES 


 


Operating
Leases


 


A
contract is or contains a lease if the contract conveys the right to control the use of identified property (an identified asset) for
a period of time in exchange for consideration.


 





As
of December 31, 2020, the Company’s wholly owned subsidiary, MHC, entered into a ground lease with 14.4 years remaining with two
options to renew for an additional 10 years. The exercise of the lease renewal options is generally at MHC’s sole discretion. The
Company is certain that the there is no transfer of ownership at the end of the lease term and classified this lease as an operating
lease wherein the lease payments are recognized on a straight-line basis over the lease term. Upon adoption of ASC 842
for this lease, the Company recognized a right-of-use asset and lease liability of $1,462,062.




 


Operating
lease right-of-use asset is amortized over the length of the lease. The renewal options are not included in the calculation of its right-of-use
assets and lease liabilities, as the Company does not believe that it is reasonably certain at this time that these renewal options will
be exercised. Periodically, the Company assesses its lease to determine whether it is reasonably certain that these options and any renewal
options could be reasonably expected to be exercised.


 


In
general, the individual lease contract does not provide information about the rate implicit in the lease. Because the Company is not
able to determine the rate implicit in its lease, it instead generally uses its incremental borrowing rate to determine the present value
of lease liability and has used the interest rate of 10%.


 


As
of December 31, 2020, the scheduled lease payments were as follows:


 





	2021	 	$	168,000	 
	2022	 	 	168,000	 
	2023	 	 	168,000	 
	2024	 	 	168,000	 
	2025	 	 	201,600	 
	Thereafter	 	 	1,898,401	 
	Total
    Lease Payments	 	 	2,772,001	 
	Less
    Imputed Interest	 	 	(347,747	)
	Present
    Value of Future Minimum Lease Payments	 	 	2,424,254
	 









 






    	F-9



    	 



    




 


For
the year ended December 31, 2020, the operating lease costs were
as follows:


 





	Total Lease
    Cost	 	 	 
	Operating Lease Expense	 	$	131,831	
	Amortization of ROU
    Asset	 	 	58,872	
	Total Operating Lease Cost	 	$	190,703	



 


Other
Contingencies


 


MHC
is currently subject to a lawsuit which involves ownership of a piece of equipment that MHC believes it acquired as part of its original
acquisition of the property through the bankruptcy trustee. MHC prevailed in this lawsuit with the court ruling in MHC’s favor
and awarding a portion of MHC’s legal fees to MHC. The plaintiff has filed an appeal which is pending. MHC currently does not believe
it is likely that the appeal will overturn the ruling of the lower court. MHC also does not believe it has material exposure in the event
the ruling at the lower court is not affirmed.


 


MHC
could, from time to time, be involved in additional litigation proceedings arising out of its normal course of business.


 


6.
DEBT


 


MHC
obtained a $137,700 loan from American Savings Bank under the Small Business Administration (SBA) Paycheck Protection Program (“PPP”)
in April 2020. Under the terms of the PPP, up to 100% of the loan (and related interest) may be forgiven if the proceeds are used for
covered expenses and certain other requirements related to wage rates and maintenance of full-time equivalents are met. MHC has used
the funds appropriately and received full forgiveness of the PPP loan from the SBA on May 25, 2021.


 


7.
COMMON STOCK


 


Our
Certificate of Incorporation currently authorizes the issuance of 12,000,000 shares of common stock and 5,000 shares of preferred stock,
each with a par value of $0.0001 per share. The total shares outstanding as of December 31, 2020 is 10,959,814.


 


In
November 2013, the Company’s Board of Directors authorized a buyback of up to 800,000 shares of its common stock. Buybacks will
be made from time to time based on the view of the Company of its trading price relative to its underlying value and subject to compliance
with applicable legal requirements. No buybacks were made during the twelve months ended December 31, 2020.


 





8.
RELATED PARTY TRANSACTIONS 


 


Administrative
Fees


 


	 	(a)	The
    Board has approved base compensation for the CEO of the Company, David Lesser, at a rate of $10,000 per month from MILC. In addition,
    the Board approved base compensation for Mr. Lesser at a monthly rate of $10,000 from the wholly owned subsidiary, Millennium HI
    Carbon, LLC.
	 	(b)	Commencing
    September 2016, the Board approved payment to an entity affiliated with the CEO of the company, David Lesser, to reimburse such entity
    for accounting and administrative functions at a rate of $750 per month for each of MILC and Millennium HI Carbon. During the twelve
    months ended December 31, 2020, the total amount paid to such affiliate of David Lesser was $18,000. 


 


The
Company has hired Morrison Cohen, LLP (“MoCo”) as its legal counsel with respect to general corporate matters. A spouse of
the Company’s CEO is a partner at Morrison. During the twelve months ended December 31, 2020 the Company paid $8,918 to MoCo. There
is no outstanding balance as of December 31, 2020.


 


MILC
may enter into transactions in which directors, officers or employees have a financial interest, provided however, that in the case of
a material financial interest, the transaction is disclosed to the Board of Directors to determine if the transaction is fair and reasonable.
After consideration of the terms and conditions described herein, the independent directors approved such arrangements having determined
such arrangements are fair and reasonable and in the interest of the Company.


 




    	F-10



    	 



    

 


9.
INCOME TAXES


 


The
provision for income taxes is comprised of the following for the year ended December 31, 2020:


 


	The provision for income taxes consists of the following:	 	December 31, 2020	 
	Current	 	 	 	 
	Federal	 	$	-	 
	State and Local	 	 	-	 
	Total Current Tax Expense (Benefit)	 	 	-	 
	 	 	 	 	 
	Deferred	 	 	 	 
	Federal	 	 	(2,051,611	)
	State and Local	 	 	(586,175	)
	Total Deferred Tax Expense (Benefit)	 	 	(2,637,786	)
	Less Valuation allowance adjustment	 	 	2,637,786	
	Total Tax Expense (Benefit)	 	$	-	 



 


At
December 31, 2020, the Company had total net operating loss carry forward of approximately $4.78 million and capital loss carry forwards
of approximately $10.04 million for federal income tax purposes available to offset future taxable income as follows. The net operating
loss carry forwards arising in tax years before 2018 generally may be carried forward for 20 years. Net operating losses arising in tax
years ending after 2017 can be carried forward for five years.


 


Deferred
tax assets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
statement purposes and the amounts used for income tax purposes and consist of the following:


 


	 	 	December 31, 2020	 
	Deferred Tax Assets	 	 	 	 
	Net unrealized loss on investments	 	$	4,944,515	 
	Impairment loss on property, plant and equipment	 	 	1,818,864
	 
	Capital Loss Carry-forwards	 	 	2,710,674	 
	Net Operating Loss Carry-forward	 	 	1,290,470	 
	Total Deferred Tax Assets	 	 	10,764,523	 
	Less: Valuation Allowance	 	 	(10,764,523	)
	Net Deferred Taxes	 	$	-	 



 


A
reconciliation of the statutory United States federal tax rate to the Company’s effective income tax rate is as follows:


 


	 	 	December 31, 2020	 
	Tax at Federal Statutory Rate	 	 	21.0	%
	Tax at State Rate Net of Federal Benefit	 	 	6.0	%
	Change in Valuation Allowance	 	 	(27.0	)%
	Provision for Taxes	 	 	0.0	%



 


Management
evaluates the Company’s deferred income tax assets and liabilities to determine whether or not a valuation allowance is necessary.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Realization of future tax benefits related to the deferred tax assets
is dependent on many factors, including the Company’s ability to generate future taxable income during those periods in which temporary
differences become deductible and/or credits can be utilized. Based on decrease in value of the Company’s investment in SMC Global,
and the uncertainty as to when the value will improve enough to allow the Company to recognize gains on the SMC Global investment and
enable the Company to utilize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets
as of December 31, 2020.


 


The
Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component
of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from February 14, 2007 (inception)
through December 31, 2020. The Company does not expect its unrecognized tax benefit position to change during the next twelve months
and is currently unaware of any issues that could result in significant payments, accruals or material deviations from its position.
The Company’s tax positions for 2017 to 2020 have been analyzed, and concluded that no liability for unrecognized tax benefits
should be recorded related to uncertain tax positions taken on returns filed for open tax years.


 






    	F-11



    	 



    

 


10.
SUBSEQUENT EVENTS 


 


During
the first six months of 2021, MILC has completely liquidated its position of SMC Global and no longer holds any investments in securities.
A total of 7,933,690 shares were sold for net proceeds of $5,029,396 which includes
India withholding taxes of $633,310. In addition to this, the Company has submitted a claim with the Indian Government for a refund
of withholding taxes on these sales. There can be no assurance as to when or how much will be refunded, if any.


 


As
of June 30, 2021, MILC has invested in operating companies with two areas of focus:


 


	 	1)	Sustainable
    cultivation of Cannabis in Greenhouses 
	 	2)	Activated
    Carbon


 


On
May 24, 2021, MILC announced that the Company entered into a transaction that represents a new area of focus related to sustainable
Cannabis cultivation in greenhouses by investing in a newly formed cannabis operator, Walsenburg Cannabis LLC (“WC”). As
part of the transaction, MILC has agreed to lend capital to WC for its business operations and MILC is in the process of obtaining
regulatory approvals for holding cannabis licenses in Colorado. Upon receiving regulatory approval, it is contemplated that MILC
will own a preferred equity interest that receives a full return of invested capital plus a 12.5% preferred return after which MILC
has a 77.5% ownership stake. The remaining subordinated ownership is held by the management of WC. Simultaneous with MILC’s
investment, WC entered into a long-term lease (the “Lease”) on an approximately 22.2 acre property including existing
greenhouse and processing space (the “Property”). As part of the Lease, the Lessor, a wholly owned subsidiary of Power
REIT (ticker: PW), of which David H Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC, has agreed to
fund the rehabilitation and upgrading of the existing improvements and the construction of additional greenhouse space. Upon
completion, the Property will have a total of approximately 102,800 square feet of greenhouse and related space. MILC’s total
capital commitment for the project is $750,000. The amount of capital contributed to WC as of the filing date of this report is
$572,744.


 


On
June 11, 2021, MILC announced that it has agreed to invest in a newly formed cannabis operator, VinCann LLC (“VC”). As
part of the transaction, MILC has agreed to invest $750,000. The investment will take the form of a preferred equity interest that
receives a full return of invested capital plus a 12.5% preferred return after which MILC has a 77.5% ownership stake. The remaining
subordinated ownership is held by the management team of VC. Concurrent with MILC’s investment, VC entered into a 20-year
lease (the “Lease”) for a 9.35 acre plot of land with approximately 40,000 square feet of greenhouse, 3,000 square feet
of office space, and 100,000 square feet of fully fenced outdoor growing area with over 20,000 square feet of hoop structures that
was purchased by Power REIT.


 


In
May 2021, the Company applied for and received full forgiveness of the PPP loan from the SBA for a total gain on loan forgiveness of
$137,700.


 


On
September 8, 2021, MILC announced that it is expanding its sustainable cannabis cultivation activities by establishing operations in
Michigan. A new wholly owned subsidiary, Marengo Cannabis LLC, of a newly wholly owned subsidiary of MILC, Millennium Cannabis LLC, was
created to execute a long-term lease with Power REIT. The leased property consists of 556,416 square feet of a state-of-the-art greenhouse
cultivation facility and is located in Marengo County and is the largest cannabis cultivation facility in Michigan.


 


Effective
October 1, 2021, the Board of Directors approved increasing the reimbursement to the affiliate of the CEO from $1,500 to $5,000 per month
based on the increase in administration and accounting support needed for the new investment focus of cannabis cultivation and the Board’s
conclusion is it would pay more for such support from a third party. The Board also approved a special one-time payment of $15,000 to
such affiliate to cover expenses incurred during the quarter ended September 30, 2021.


 


On
October 1, 2021, MILC amended and restated the Company’s by-laws such that the holders of one-third of the stock issued and outstanding
and entitled to vote shall constitute a quorum for the transaction of business at all meetings of the stockholders.




 




    	F-12