ENDI CORP. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

This section is intended to provide readers of our financial statements
information regarding our financial condition, results of operations, and items
that management views as important. The following discussion and analysis should
be read in conjunction with our condensed consolidated financial statements and
related footnotes for the quarterly period ended September 30, 2022 appearing
elsewhere in this Quarterly Report on Form 10-Q. In addition to historical
information, this discussion and analysis contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ
materially from those discussed below. Factors that could cause or contribute to
such differences include, but are not limited to, those identified below, and
those discussed in other reports we file with the SEC from time to time. The
discussion of results, causes, and trends should not be construed to imply any
conclusion that such results or trends will necessarily continue in the future.
Additionally, it should be noted that a uniform comparative analysis cannot be
performed for all segments, as a segment's limited financial history or
restructuring results in less comparable financial performance. As a result of
the Business Combination that was consummated on August 11, 2022, and the
determination that the Business Combination would be accounted for as a reverse
business combination, all historic activity for the three- and nine-month
periods ended September 30, 2021, and for the year ended December 31,
2021, represents only the financial activity of CrossingBridge Advisors, LLC.
Activity presented for the current three- and nine-month periods ended September
30, 2022, includes CrossingBridge financial activity, which was then
consolidated with the activity of Enterprise Diversified, Inc. and its
subsidiaries as of the Closing Date on August 11, 2022, through the current
period ended September 30, 2022. All amounts in this report are in U.S. dollars,
unless otherwise noted.



Overview


during the quarter ended September 30, 2022, endy corp.
Operates through four reportable segments:

? CrossingBridge Operations – This section includes income and expenses

         derived from investment advisory and sub-advisory services offered
         through various SEC registered mutual funds and an ETF through
         CrossingBridge Advisors, LLC;

? Willow Oak Operations – this section includes income and expenses

from our various joint ventures, service offerings and

Initiatives taken by Willow in the asset management industry

Oak Tree Asset Management LLC and its subsidiaries;

?Internet Operations – this section includes related revenues and expenses

We sell internet access, hosting, storage and other ancillary products

          services through Sitestar.net, Inc.; and


     ?    Other Operations - this segment includes any revenue and expenses from
          nonrecurring or one-time strategic funding or similar activity that is
          not considered to be one of our primary lines of business, and any
          revenue or expenses derived from corporate office operations, as well as
          expenses related to public company reporting, the oversight of
          subsidiaries, and other items that affect the overall Company.



The company’s management also continually reviews the company’s various business opportunities, including those in other business areas.


CrossingBridge Operations



CrossingBridge Advisors, LLC was formed as a limited liability company on
December 23, 2016, under the laws of the State of Delaware. CBA derives its
revenue and net income from investment advisory services. CBA is a registered
investment adviser under the Investment Advisers Act of 1940, as amended. CBA
provides investment advisory services to investment companies (including mutual
funds and exchange-traded funds) registered under the Investment Company Act of
1940, as amended, both as an adviser and a sub-adviser.



CBA has served as a sub-adviser to the Destinations Low Duration Fixed Income
Fund and the Destinations Global Fixed Income Opportunities Fund since their
inception in 2017. Fees generated from these activities serve as a core revenue
stream for CBA. Given the strong demand for conservative, low duration
strategies in this ultra-low-to-rising-interest rate environment, the
CrossingBridge Low Duration High Yield Fund has experienced strong growth and is
a strong and growing revenue source for CBA. The funds launched by CBA in 2021
(CrossingBridge Ultra-Short Duration Fund, the CrossingBridge Responsible Credit
Fund, and the CrossingBridge Pre-Merger SPAC ETF) currently represent less than
10% of CBA's assets under management ("AUM"), but CBA believes they have the
ability to continue to grow and become a core contributor of AUM and revenue for
CBA.



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CBA’s investment strategies with associated recommended and/or sub-recommended mutual funds and ETFs are as follows:

ultra-short-term strategy

?Invest primarily in investment grade fixed income securities

Ultra-short portfolio duration goals, typically 1 year or less.

? CrossingBridge Ultra Short-Term Fund Suggest

low duration strategy

low duration high yield

?Invest primarily in fixed income securities below investment grade

      short portfolio duration target of 3 years or less.
      ?   CrossingBridge Low Duration High Yield Fund is advised
      ?   Destinations Low Duration Fixed Income Fund is sub-advised
   Pre-Merger Special Purpose Acquisition Companies ("SPACs")

?Invest primarily in the purchase of common stock and SPAC units

trade at or below its pro rata share in the mortgage trust account

Intention to dispose of shares prior to business combination.

?Designed to capture the fixed-income nature of pre-merger SPACs and

They present potential stock upside.

      ?   CrossingBridge Pre-Merger SPAC ETF is advised
      ?   Other CrossingBridge investment strategies may employ pre-merger SPACs
          as part of their portfolios

Strategic Benefit Strategy

?Flexible investment and term mandates, independent of issuer

Credit quality, capitalization or security maturity.

? Destination Global Fixed Income Opportunities Fund secondary advice

Responsible Investment Strategy

?Invest primarily in corporate debt of issuers portraying mindfulness

Environmental, Social and Governance (“ESG”) practices.Strategy

Unrestricted with flexible investment and term authorization

The issuer’s credit quality, capitalization, or security maturity. also,

Strategies may have concentrated holdings.

? CBA uses its “Responsible Investment Criteria” (i.e. specific exclusivity

and inclusion criteria based on ESG criteria) when investing

decision on this strategy.To the extent that the issuer’s business arises

10% or more of its revenue comes from certain businesses that the CBA considers

does not meet its ESG criteria, such businesses will be considered

“principally engaged in” such business and excluded from the portfolio.

Generally speaking, the issuer is mainly engaged in weapons, tobacco, alcohol, gambling,

Except porn or other categories.After application initialization

Exclusive screening, CBA applies inclusive screening based on

Environmental goals (such as reducing carbon emissions), social

goals (such as treating all voters appropriately and ethically

approach) and governance objectives (such as background diversity,

skills and philosophy among issuer boards or executives). CBA

Measure issuer ESG engagement using a proprietary matrix. CBA’s

Proprietary matrix sets minimum threshold levels that must be met

Issuer’s securities or other instruments to meet the Fund’s requirements

Responsible Investment Standards.Ratings are based on positive and negative

attributes found, both of which contribute to the final score given

for the issuer. CBA access to information relevant to its responsible investing

Standards from publicly available sources, such as financial documents,

Presentations, news articles and management discussions. CBA monitoring

The issuer adheres to its responsible investment standards and each holding

      will be formally reviewed by the CBA at least annually.
      ?   CrossingBridge Responsible Credit Fund is advised




Management believes that the greatest negative impact on portfolio returns is
the failure of a large position to perform according to the original thesis,
which results in loss of capital. We attempt to mitigate this risk through
investment analysis, portfolio construction, and hedging of risks with respect
to individual positions and/or the overall portfolio as we see fit. In most
cases, our investment analysis begins with a fundamental understanding of an
issuer's business model and management objectives followed by an analysis of the
capital structure. Depending on the nature of the investment, the analysis may
continue with a more in-depth study of legal aspects, pending transactions, and
processes that may impact the issuer. A good investment in a bad business is not
a recipe for enduring success.



CBA has seen interest in its funds continuing to grow in the registered
investment adviser, bank/trust company, and family office segments of the
market. The marketing environment remains strong as attractive options to invest
cash or to invest generally in fixed income securities without substantial
interest rate and credit risk have become scarce. CBA's investment thesis for
its funds is expected to become stronger as expectations for interest rate hikes
and low duration strategies are topics of interest in 2022. CBA expects demand
for the CrossingBridge Low Duration High Yield Fund to continue to increase as
CBA has developed a strong and more established track record. For the two new
mutual funds (CrossingBridge Ultra-Short Duration Fund and the CrossingBridge
Responsible Credit Fund), although they do not have established track records as
individual funds, CBA believes that the market environment paired with its
long-standing reputation in the fixed income space will be helpful in continuing
to raise assets for those funds. As for the CrossingBridge Pre-Merger SPAC ETF,
which was launched on September 20, 2021, CBA believes this will grow into a
core AUM/revenue source as investors become more comfortable with the strategy
as a complement or alternative to traditional fixed income allocations.



The main objective of CBA is to fulfill its fiduciary duty to clients. The secondary objective of CBA is to increase its intrinsic value so as to generate sufficient long-term returns for our members.

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Willow Oak Operations


start at August 12, 2022the beginning of the post-merger period, the company operates its willow oak operating its business through its wholly-owned subsidiaries, Willow Oak Asset Management LLC (“Willow Oak”), Willow Capital Management LLC, Willow Oak Asset Management Affiliate Management Services, LLC (“Willow Oak AMS”) and Willow Asset Management Fund Management Service Co., Ltd. (“Willow FMS”).



Willow Oak is party to a fee share arrangement with Coolidge Capital Management,
LLC ("Coolidge"), whose sole member is Keith D. Smith. Willow Oak and Coolidge
are the members of Bonhoeffer Capital Management, LLC, the general partner to
Bonhoeffer Fund, LP, a private investment partnership launched by Willow Oak in
2017 and managed by Coolidge. Under their agreement concerning Bonhoeffer Fund,
LP, Willow Oak paid all start-up expenses and pays agreed-upon operating
expenses that are not partnership expenses, Coolidge is responsible for all
investment management, and Willow Oak receives 50% of all performance and
management fees earned. Additionally, Willow Oak FMS earns a direct fee from the
private limited partnership for the administrative, compliance program
management, and tax and audit liaison services it renders.



Willow Oak is also party to a fund management services agreement with Arquitos
Investment Manager, LP, Arquitos Capital Management, LLC, Arquitos Epicus, LP,
and Arquitos Capital Offshore Master, Ltd. (collectively "Arquitos"), which
are managed by our director, Steven L. Kiel, to provide Arquitos with Willow
Oak's Fund Management Services ("FMS") consisting of the following services:
strategic planning, investor relations, marketing, operations, compliance
program management and legal coordination, accounting and bookkeeping, annual
audit and tax coordination, and liaison to third-party service providers. In
exchange for these services, Steven Kiel, through Arquitos, has been contracted
to perform ongoing consulting services for the benefit of Willow Oak in the
following areas: strategic development, marketing, networking, and fundraising.
In addition to this exchange of services, Willow Oak also earns an annual
performance fee share.



Willow Oak, through Willow Oak Capital Management, LLC, also partners with Geoff
Gannon and Andrew Kuhn through Focused Compounding Capital Management, LLC
("Focused Compounding"). Willow Oak Capital Management is a 10% beneficial owner
of Focused Compounding, which manages capital through separately managed
accounts and a private investment fund which launched in January 2020. Willow
Oak provides ongoing FMS and operational support to both the separately managed
accounts and the private investment fund. As consideration for the arrangement,
Willow Oak Capital Management is entitled to 10% of gross management and
performance fees earned by Focused Compounding. Additionally, Willow Oak FMS
earns a direct fee from the private limited partnership for the administrative,
compliance program management, and tax and audit liaison services it renders.



Willow Oak, through Willow Oak AMS and Willow Oak FMS, is also party to a
strategic relationship agreement with SVN Capital, LLC ("SVN Capital"), whereby
Willow Oak receives certain economic rights in exchange for the provision of
certain ongoing FMS and operational services. Pursuant to these economic rights,
Willow Oak is entitled to 20% of gross management and performance fees earned by
SVN Capital. SVN Capital manages separately managed accounts as well as
a private investment fund, SVN Capital Fund, LP, which was launched by SVN
Capital's managing member in January 2020. Willow Oak FMS also earns a direct
fee from SVN Capital Fund, LP, for the administrative, compliance program
management, and tax and audit liaison services it renders.



Internet Operations



Beginning on August 12, 2022, the start of the post-Merger period, the Company
operates its internet operations segment through Sitestar.net, a wholly owned
subsidiary. Sitestar.net is an internet service provider ("ISP") that offers
consumer and business-grade internet access, wholesale managed modem services,
web hosting, third-party software as a reseller, and various ancillary services.
We provide services to customers in the United States and Canada. This segment
markets and sells narrow-band (dial-up and ISDN) and broadband services (Digital
Subscriber Line ("DSL"), fiber-optic, and wireless), as well as web hosting and
related services to consumers and businesses.



Our primary competitors include regional and national cable and telecommunications companies, which have greater market presence, brand recognition and financial resources than Sitestar.net. Minor competitors include local and regional ISPs.



The residential broadband internet access market is dominated by cable and
telecommunications companies. These companies offer internet connectivity
through the use of cable modems, DSL programs, and fiber. These competitors have
extensive scale and significantly more resources than Sitestar.net. Competitors
often offer incentives for customers to purchase internet access by offering
discounts for bundled service offerings (i.e., phone, television, and internet).
While we are a reseller of broadband services including DSL and fiber services,
our profit margin is heavily influenced by these competitive forces.



There are currently laws and regulations directly applicable to access or
commerce on the internet, covering issues such as user privacy, freedom of
expression, pricing, characteristics and quality of products and services,
taxation, advertising, intellectual property rights, information security, and
the convergence of traditional telecommunications services with internet
communications. We may be positively or negatively affected by the repeal,
modification, or adoption of various laws and regulations. These changes may
occur at the international, federal, state, and local levels, and may cover a
wide range of issues.



As of September 30, 2022, the focus of our internet operations segment is to
generate cash flow, work to make our costs variable, and reinvest in our
operations when an acceptable return is available. We did not make significant
reinvestments into the internet operations segment during the quarterly period
ended September 30, 2022.



Management routinely endeavors to identify the market value for domain names
owned by the Company in order to assess potential income opportunities.
Management evaluates these domain names for third-party sales potential, as well
as for other marketing opportunities that could generate new revenue from
current customers who utilize the domains.



Other Operations


start at August 12, 2022the beginning of the post-merger period, other business includes non-recurring or one-time strategic financing or similar activities and other corporate business that is not considered one of the company’s principal businesses.

Corporate operations include any income or expenses from corporate office operations, as well as expenses related to public company reporting, subsidiary oversight, and other items affecting the entire corporation.

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Summary of Financial Results



Stockholders' equity increased from $591,909 at December 31, 2021 to $19,844,405
at September 30, 2022. This change was attributable to $2,615,655 of net income
in the CrossingBridge operations segment for the nine-month period ended
September 30, 2022, $45,393 of net income in the internet operations segment, a
net loss of $33,834 in the Willow Oak operations segment, and a net loss of
$782,917 in other segments for the post-Merger period from August 12, 2022
through September 30, 2022. Corporate expenses for the post-Merger period from
August 12, 2022 through September 30, 2022 included in the net loss from other
operations totaled $1,705,512. Total comprehensive net income for the nine-month
period ended September 30, 2022 equaled $1,844,297.



Balance Sheet Analysis



This section provides an overview of changes in our assets, liabilities, and
equity and should be read together with our accompanying condensed consolidated
financial statements, including the accompanying notes to the financial
statements. The table below provides a balance sheet summary for the periods
presented and is designed to provide an overview of the balance sheet changes
from quarter to quarter. Ending balances for Enterprise Diversified, Inc. and
its subsidiaries have been consolidated as of the quarterly period ended
September 30, 2022, the period in which the Mergers occurred.



                       September 30,                                              December 31,      September
                           2022           June 30, 2022       March 31, 2022          2021           30, 2021
Assets
Cash and cash
equivalents            $  11,685,819     $     1,062,375     $        642,672     $  1,272,924     $    470,552
Investments in
securities, at fair
value                      5,721,047           2,248,556            2,262,239        2,265,088        2,250,000
Accounts receivable,
net                          726,841             506,593              649,854          511,248          301,275
Intangible assets,
net                        2,977,869                   -                    -                -                -
Deferred tax assets,
net                          400,283                   -                    -                -                -
Other assets                 959,162              11,416                    -            4,567                -
Total assets           $  22,471,021     $     3,828,940     $      3,554,765     $  4,053,827     $  3,021,827

Liabilities and
Stockholders' Equity
Accounts payable       $      21,381     $             -     $              -     $          -     $          -
Accrued compensation       1,239,929             763,750              381,875                -          591,885
Accrued expenses             233,857               8,829               24,469           84,627           57,593
Deferred revenue             175,552                   -                    -                -                -
Class W-1 Warrant
and Class B Common
Stock                        954,000                   -                    -                -                -
Due to affiliate                   -             939,950            1,794,895        3,377,291        2,264,563
Other liabilities              1,898                   -                    -                -                -
Total liabilities          2,626,617           1,712,529            2,201,239        3,461,918        2,914,041
Total stockholders'
equity                    19,844,405           2,116,411            1,353,526          591,909          107,786
Total liabilities
and stockholders'
equity                 $  22,471,021     $     3,828,940     $     
3,554,765     $  4,053,827     $  3,021,827




As of the period ended September 30, 2022, the Company reported an increase in
cash and cash equivalents of approximately $10.4 million, an increase in
investments in securities of approximately $3.5 million, and an increase in net
intangible assets of approximately $3.0 million when compared to the year ended
December 31, 2021. As of September 30, 2022, the Company also reported an
increase of approximately $1.2 million of accrued compensation expenses, a
decrease of approximately $3.4 million in its due to affiliate balance, and an
increase of approximately $0.9 million in a liability associated with the
issuance of the W-1 Warrant when compared to the year ended December 31, 2021.
These period-over-period changes are largely due to the purchase accounting of
the Business Combination and the consolidation of the assets and liabilities of
Enterprise Diversified.



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Results of Operations



CrossingBridge Operations



Revenue attributed to the CrossingBridge operations segment for the three-month
period ended September 30, 2022, was $1,993,772, representing an increase of
$835,098 compared to the three-month period ended September 30, 2021. This
increase was primarily due to a corresponding increase in the AUM period
over period. The increase in revenue was offset by an increase of $178,090 in
operating expenses, which totaled $934,584 for the three-month period ended
September 30, 2022. The increase in operating expenses for the three-month
period ended September 30, 2022, compared to the three-month period ended
September 30, 2021, was primarily associated with an increase in employee
compensation expenses and mutual fund expenses. Net profit margin increased from
35% for the three-month period ended September 30, 2021, to 55% for the
three-month period ended September 30, 2022. This was largely due to the
increase in AUM and corresponding increase in revenue.



Compensation and related costs are typically comprised of salaries, bonuses, and
benefits. Salary compensation and bonuses are generally the largest expenses for
the CBA segment. Bonuses are subjective and based on individual performance, the
underlying funds' performance, and profitability of the firm, as well as the
consideration of future outlook. Compensation and related costs increased by
$252,932 for the three-month period ended September 30, 2022 compared to the
three-month period ended September 30, 2021. This increase was due to an
increase in allocated compensation expenses from Cohanzick due to the relative
increase in AUM period over period for the CBA funds. Compensation expense can
fluctuate period over period as management evaluates investment performance,
individual performance, Company performance, and other factors.



Other general and administrative expenses decreased by $74,842 for the
three-month period ended September 30, 2022 compared to the three-month period
ended September 30, 2021. This decrease was substantially due to costs
associated with marketing two new mutual funds that were launched in 2021 as
well as costs associated with the ETF that was launched in September 2021.



CBA expects that its net margin will fluctuate from period to period based on
various factors, including: revenues, investment results, and the development of
investment strategies, products, and/or channels.



Assets Under Management



CBA derives its revenue from its investment advisory fees. Investment advisory
fees paid to CBA are based on the value of the investment portfolios it manages
and fluctuate with changes in the total value of its assets under management
AUM.



With respect to both Destinations Low Duration Fixed Income Fund and
Destinations Global Fixed Income Opportunities Fund (collectively, the
"Destination Funds"), CBA serves as one sub-adviser as part of a manager of
managers strategy. As one of many sub-advisers, CBA does not select the
benchmarks, and does not have a license to use, the benchmark performance
information for the Destination Funds. CBA believes that the benchmark
performance information is not material in this context because CBA's advisory
services with respect to the Destination Funds involves only a portion of the
assets while the benchmarks are selected as an appropriate comparison based on
the entire portfolio across all of the relevant sub-advisers.



CBA's revenues are highly dependent on both the value and composition of AUM.
The following is a summary of CBA's AUM by product and investment strategy, as
of September 30, 2022 and September 30, 2021:



Assets Under Management by Product   September 30, 2022      September 30, 2021          % Change
(in millions, except percentages)
Advised funds                                        697                     385                  81.0 %
Sub-advised funds                                    779                     831                  (6.3 %)
Total AUM                                          1,476                   1,216                  21.4 %




Assets Under Management by
Investment Strategy             September 30, 2022      September 30, 2021          % Change
(in millions, except
percentages)
Ultra-Short Duration                             68                      37                  83.8 %
Low Duration                                  1,060                     774                  37.0 %
Responsible Investing                            21                      17                  23.5 %
Strategic Income                                327                     388                 (15.7 %)
Total AUM                                     1,476                   1,216                  21.4 %




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CrossingBridge Low Duration High Yield Fund (Dollar)


                                                                                        Market
                                                                                     Appreciation
                    Beginning Balance      Gross Inflows      Gross Outflows        (Depreciation)        Ending Balance
3Q 2021                    208,391,848        151,985,791         (41,361,958 )            5,993,525          325,009,206
4Q 2021                    325,009,206        116,793,140         (48,158,802 )            2,003,010          395,646,554
1Q 2022                    395,646,554        246,380,999         (52,333,341 )              761,371          590,455,583
2Q 2022                    590,455,583         81,578,448        (113,049,267 )           (7,650,146 )        551,334,618
3Q 2022                    551,334,618         64,761,170         (72,441,879 )            1,154,842          551,334,618



CrossingBridge Ultra Short-Term Fund (Dollar)



Inception Date -     Beginning                                                Market Appreciation
June 30, 2021         Balance         Gross Inflows       Gross Outflows        (Depreciation)         Ending Balance
3Q 2021                        -          36,952,935                  (11 )                29,594           36,982,518
4Q 2021               36,982,518          22,647,523             (649,626 )                74,398           59,054,813
1Q 2022               59,054,814           6,390,858           (2,836,014 )                 1,793           62,611,451
2Q 2022               62,611,451           6,911,112           (6,545,551 )               125,669           63,102,681
3Q 2022               63,102,681           9,219,316           (4,567,382 )               462,466           68,217,081



CrossingBridge Responsible Credit Fund (Dollar)



                                                                                    Market
Inception Date -     Beginning                                                   Appreciation
June 30, 2021         Balance         Gross Inflows       Gross Outflows        (Depreciation)        Ending Balance
3Q 2021                        -          17,104,851             (298,030 )              122,216           16,929,037
4Q 2021               16,929,037             744,812           (1,364,539 )              101,418           16,410,728
1Q 2022               16,410,728           1,279,115             (798,198 )              (46,898 )         16,844,747
2Q 2022               16,844,747             622,284             (854,348 )             (269,160 )         16,343,523
3Q 2022               16,343,523           6,301,617           (1,749,280 )              266,748           21,162,608



CrossingBridge Pre-Merger SPAC ETF (USD)



Inception Date -                                                                    Market
September 20,        Beginning                                                   Appreciation
2021                  Balance         Gross Inflows       Gross Outflows        (Depreciation)        Ending Balance
3Q 2021                        -           5,803,772                    -                 (1,989 )          5,801,783
4Q 2021                5,801,783          37,690,217             (807,972 )              319,711           43,003,739
1Q 2022               43,003,739          11,051,749                    -                 54,845           54,110,333
2Q 2022               54,110,333           8,806,469           (1,436,663 )             (119,608 )         61,360,531
3Q 2022               61,360,531           9,217,570           (7,642,075 )              375,499           63,311,525


Destination Low Duration Fixed Income Funds (Dollar)


                                                                                          Market
                                                                                       Appreciation
                    Beginning Balance       Gross Inflows       Gross Outflows        (Depreciation)        Ending Balance
3Q 2021                    400,514,823          30,000,000                    -             12,327,273          442,842,096
4Q 2021                    442,842,096          16,000,000                    -              4,078,846          462,920,942
1Q 2022                    462,920,942                   -                    -              1,243,070          464,164,012
2Q 2022                    464,164,012                   -                    -             (6,746,187 )        457,417,825
3Q 2022                    457,417,825                   -           (5,000,000 )             (815,114 )        451,602,711




Destination Global Fixed Income Opportunities Fund (Dollar)



                                                                                            Market
                                                                                         Appreciation
                    Beginning Balance        Gross Inflows         Gross Outflows       (Depreciation)        Ending Balance
3Q 2021                    382,218,080                      -                    -             5,908,735          388,126,815
4Q 2021                    388,126,815                      -           (5,000,000 )           8,515,628          391,642,443
1Q 2022                    391,642,443                      -          (41,000,000 )           7,203,378          357,845,821
2Q 2022                    357,845,821                      -           (4,000,000 )         (15,473,946 )        338,371,875
3Q 2022                    338,371,875                      -           (8,000,000 )          (3,429,003 )        326,942,872




Total AUM of the mutual funds increased by $260.4 million from September 30,
2021 compared to September 30, 2022. This net AUM increase consisted of $268.2
million of net inflows and $7.8 million of net losses and capital losses which
were retained within the funds. The AUM for all of CBA's strategies increased
during the period with the exception of the strategic income strategy.



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Performance



Although performance is a key metric to measure an advisor's success, there are
other metrics that CBA believes are more meaningful to its investors, including
downside protection during difficult environments, sensitivity to rising
interest rates, upside/downside capture, and the risk-adjusted return. Although
CBA does not manage to benchmarks, CBA does provide benchmarks to investors as a
frame of reference, which are set forth below:



                                            3Q 2021 4Q 2021 1Q 2022 2Q 2022 3Q 2022
CrossingBridge Low Duration High Yield Fund  2.02%   0.55%   0.18%  (1.32%) 

0.21%

ice Bank of America 0-3 years US HY index (excluding financials) 0.85% 0.05% (1.49%) (3.93%)

1.02%

ice Bank of America 1-3 Year Corporate Bond Index 0.18% (0.55%) (3.16%) (1.01%) (1.29%) ICE BofA 0-3 Year US Treasury Bond Index 0.05% (0.38%) (1.69%) (0.37%) (0.99%)

CrossingBridge Ultra Short-Term Fund 0.07% 0.18% 0.00% 0.22%

0.72%

ice Bank of America 0-3 Year U.S. Treasury Bond Index 0.05% (0.38%) (1.69%) (0.37%) (0.99%)

CrossingBridge Responsible Credit Fund 0.57% 0.62% (0.29%) (1.62%)

1.77%

Bloomberg Barclays US Aggregate Bond Index 0.05% 0.01% (5.93%) (4.69%) (4.75%) ICE BofA US High Yield Index

                 0.94%   0.66%  (4.51%) (9.97%) 

(0.68%)

CrossingBridge Pre-Merger SPAC ETF (Price) 0.20% 2.30% 0.10% (0.15%)

0.44%

CrossingBridge Pre-Merger SPAC ETF (NAV) 0.03% 2.36% 0.09% (0.21%)

0.60%

ice Bank of America 0-3 Year US Treasury Index (0.06%) (0.38%) (1.69%) (0.37%) (0.99%)




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Willow Oak Operations



Beginning on August 12, 2022, the start of the post-Merger period, the Company
operates its Willow Oak operations business through its wholly owned
subsidiaries, Willow Oak Asset Management, LLC, Willow Oak Capital Management,
LLC, Willow Oak Asset Management Affiliate Management Services, LLC, and Willow
Oak Asset Management Fund Management Services, LLC. Willow Oak generates its
revenue through various fee share agreements with private investment firms and
partnerships in exchange for providing its fund management services. Willow Oak
does not manage, direct, or invest any capital itself, but rather earns fee
shares based on the AUM and periodic performance of the investment firms and
partnerships with which it partners. Fee shares earned on AUM, management fee
shares, and fund management services revenue are recognized and recorded on a
monthly or quarterly basis in alignment with the underlying terms of each
investment partnership. Fee shares earned on performance are recognized and
recorded only when the underlying investment partnership's performance
crystalizes, which is typically on an annual, calendar-year basis. As
performance fee shares are based on investments returns, these fee shares have
the potential to be highly variable.



During the post-Merger period from August 12, 2022 through September 30, 2022,
the Willow Oak operations segment generated $21,975 of revenue. Operating
expenses totaled $54,547 and other expenses were $1,262. The net loss for the
post-Merger period from August 12, 2022 through September 30, 2022 totaled
$33,834.



The tables below provide a summary of Willow Oak revenue amounts included on the
condensed consolidated statements of operations for the post-Merger period from
August 12, 2022 through September 30, 2022.




                                        Three-Month Period Ended       Nine-Month Period Ended
                                              September 30                   September 30
Willow Oak Operations Revenue                     2022                           2022

Management fee revenue                 $                    8,206     $                    8,206
Fund management services revenue                           13,768                         13,768
Performance fee revenue                                         -                              -
Total revenue                          $                   21,975     $                   21,975




Willow Oak operations had no comparable activity or did not include comparable activity for the period prior to reporting August 11, 2022. See Note 4 for more information.



Internet Operations



Revenue attributed to the internet operations segment during the post-Merger
period from August 12, 2022 through September 30, 2022 totaled $111,659 and cost
of revenue totaled $33,564. Operating expenses for the segment totaled $32,011
for the post-Merger period from August 12, 2022 through September 30, 2022 and
other expenses totaled $691. Total net income for the internet operations
segment was $45,393 for the post-Merger period from August 12, 2022 through
September 30, 2022.



As of September 30, 2022, the internet operations segment has a total of 6,185
customer accounts across the U.S. and Canada. As of September 30, 2022,
approximately 92% of our customer accounts are U.S.-based, while 8% are
Canada-based. During the post-Merger period from August 12, 2022 through
September 30, 2022, approximately 48% of our revenue was driven by internet
access services, with the remaining 52% being earned though web hosting, email,
and other web-based storage services.



the revenue we generate us total number of customers $106,736the total revenue generated by our Canadian customers $4,923 in the post-merger period
August 12, 2022 pass September 30, 2022.

The Internet Operations segment had no comparable activity or did not include comparable activity in the previous reporting period August 11, 2022. See Note 4 for more information.



Other Operations



During the post-Merger period from August 12, 2022 through September 30, 2022,
the Company's other operations segment did not produce any revenue or cost of
sales. Operating expenses totaled $1,705,512, and other income totaled $922,595.
Corporate operating expenses accounted for the full $1,705,512 of reported
operating expenses for our other operations segment. Included in corporate
operating expenses reported for the period are $881,755 of non-cash stock
compensation expenses incurred in conjunction with the Business Combination.
These expenses were associated with the issuance of Class A common stock and the
W-2 Warrant. During the post-Merger period from August 12, 2022 through
September 30, 2022, the other operations segment also reported transaction
expenses incurred as part of the Business Combination totaling $470,329. These
transaction expenses were offset by $522,000 of other income reported as part of
the Company's periodic revaluation of its liability associated with the Class
W-1 Warrant and redeemable Class B common stock. This resulted in a net loss of
$782,917 for the other operations segment for the post-Merger period from August
12, 2022 through September 30, 2022.



During the three-month period ended September 30, 2022, the Company reported
$400,283 of income tax benefit. As noted above, due to CBA's disregarded status
for periods prior to the Closing Date, no comparable income tax expenses existed
for the three-month period ended September 30, 2021.



No comparable activity is available or included in the period previously presented by other business units August 11, 2022. See Note 4 for more information.



                                       29
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Liquidity and Capital Resources



During the nine-month period ended September 30, 2022, the Company carried out
its business strategy in four operating segments: CrossingBridge operations,
Willow Oak operations, internet operations, and other operations. As a result of
the Merger that occurred on August 11, 2022 and the determination that the
Merger would be accounted for as a reverse business combination, activity
presented for the current nine-month period ended September 30, 2022, includes
CrossingBridge financial activity for the full nine-month period and Enterprise
Diversified, Inc. activity as of the closing of the Merger on August 11, 2022
through September 30, 2022.



Our primary focus is on generating cash flow so that we have the flexibility to
pursue opportunities as they present themselves. We intend to only invest cash
in a segment if we believe that the return on this invested capital is
appropriate for the risk associated with the investment. This consideration is
measured against all investment opportunities available to us and is not limited
to these particular segments nor the Company's historical operations.



The Company's current financial condition is liquid, with a significant amount
of its assets comprised of cash and cash equivalents, investments, and accounts
receivable. The Company's main source of liquidity is cash flows from operating
activities, which are primarily generated from investment advisory fees
generated through CrossingBridge operations. Cash and cash equivalents,
investments in securities, and accounts receivable represented approximately
$11.7 million, $5.7 million and $0.7 million of total assets as of September 30,
2022, respectively, and approximately $1.3 million, $2.3 million and $0.5
million of total assets as of December 31, 2021, respectively. The
Company believes that these sources of liquidity, as well as its continuing cash
flows from operating activities will be sufficient to meet its current and
future operating needs for at least the next 12 months.



In line with the Company's objectives, it anticipates that its main uses of cash
will be for operating expenses and seed capital to fund new and existing
investment strategies through its CrossingBridge operations segment. The
Company's management regularly reviews various factors to determine whether it
has capital in excess of that required for its business, and the appropriate
uses of any such excess capital.



Aging of accounts receivable September 30, 2022 and December 31, 2021 as follows:


                September 30, 2022       December 31, 2021

Current        $            722,157     $           511,248
30 - 60 days                  4,266                       -
60+ days                        418                       -
Total          $            726,841     $           511,248



We have no significant capex requirements.


Cash Flow Analysis


Cash Flow from Operating Activities



The Company reported $2,496,503 of net cash provided by operating activities for
the nine-month period ended September 30, 2022. Increases in accrued
compensation expenses and expenses related to the issuance of the W-2 Warrant
and additional share purchases represented significant adjusting items to cash
flows generated through operations.



Cash flows from investing activities



The Company reported $11,967,639 of net cash provided by investing activities
for the nine-month period ended September 30, 2022. The majority of this inflow
was related to the consolidation of Enterprise Diversified's assets and
liabilities pursuant to the Business Combination.



Cash Flow from Financing Activities



The Company reported $4,051,247 of net cash flows used in financing activities
for the nine-month period ended September 30, 2022. Prior to the Closing Date,
the Company repaid the balance of its due to affiliate amount and made
distributions to CrossingBridge's historical sole member. These outflows were
offset by the issuance of Class A common stock pursuant to the Business
Combination.



Summary Discussion of Critical Accounting Estimates



The financial statements were prepared in accordance with U.S. generally
accepted accounting principles, which requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. These estimates and assumptions affect various matters,
including our reported amounts of assets and liabilities in our condensed
consolidated balance sheets at the dates of the financial statements; our
disclosure of contingent assets and liabilities at the dates of the financial
statements; and our reported amounts of revenues and expenses in our condensed
consolidated carve-out statements of operations during the reporting periods.
These estimates involve judgments with respect to numerous factors that are
difficult to predict and are beyond management's control. As a result, actual
amounts could materially differ from these estimates.



The SEC defines critical accounting estimates as those that are both most
important to the portrayal of a company's financial condition and results of
operations and require management's most difficult, subjective, or complex
judgment, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain and may change in subsequent periods. We
base our estimates on historical experience and on various other assumptions we
believe to be reasonable according to current facts and circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. In
Note 2 to our condensed consolidated financial statements in this Quarterly
Report on Form 10-Q, we discuss our significant accounting policies, including
those that do not require management to make difficult, subjective, or complex
judgments or estimates. The most significant areas involving management's
judgments and estimates are described below.



                                       30
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Fair value of long-term assets


Goodwill



The Company tests its goodwill annually as of December 31, or more often if
events and circumstances indicate that those assets might not be
recoverable. Impairment testing of goodwill is required at the reporting-unit
level (operating segment or one level below operating segment). The impairment
test involves calculating the impairment of goodwill based solely on the excess
of the carrying value of the reporting unit over the fair value of the reporting
unit. Prior to performing the impairment test, the Company may make a
qualitative assessment of the likelihood of goodwill impairment to determine
whether a detailed quantitative analysis is required. This qualitative
assessment and the ongoing evaluation of events and circumstances
represent critical accounting estimates. Management considers a variety of
factors when making these estimates, which include, but are not limited to,
internal changes in the segment's operations, external changes that affect the
segment's industry, and overall financial condition of the segment and Company.



Management did not identify any events or circumstances during the period ended
September 30, 2022 that would indicate potential goodwill impairment, nor did
management's qualitative assessment performed on December 31 indicate a
potential goodwill impairment. Total goodwill reported on the condensed
consolidated balance sheets was $1,677,425 as of the period ended September 30,
2022.



Long-Term Investments



When investment inputs or publicly available information are limited or
unavailable, management estimates the value of certain long-term investment
using the limited information it has available, which can include the Company's
cost basis. This process, which was used to measure the value of the Company's
investment in the private company made through eBuild Ventures, LLC, represents
a critical accounting estimate. Management utilizes the available inputs to
perform an initial valuation estimate and subsequently updates that valuation
when additional inputs become available.



Management did not identify any events or circumstances during the period ended
September 30, 2022 that would indicate potential impairment of the Company's
investment in the private company. This investment is reported on the condensed
consolidated balance sheet for $450,000 as of the period ended September 30,
2022.



Other Intangible Assets



When management determines that material intangible assets are acquired in
conjunction with the purchase of a business, the Company determines the fair
values of the identifiable intangible assets by taking into account internal and
external appraisals. The Company evaluates at each balance sheet date whether
events and circumstances have occurred that indicate possible impairment. These
initial appraisals, as well as the subsequent evaluation of events and
circumstances that may indicate impairment, represent critical accounting
estimates.



Management did not identify any events or circumstances during the three-month
period ended September 30, 2022 that would indicate potential impairment of the
Company's customer lists, trade names, or domain names. The total value of the
Company's customer lists, trade names, and domain names, net of amortization,
reported under long-term assets on the condensed consolidated balance sheet is
$1,300,444 as of the period ended September 30, 2022.



Deferred tax assets and liabilities



Income taxes are accounted for under the asset and liability method, which
requires the recognition of deferred tax assets and liabilities for the expected
future tax benefits or consequences of events that have been included in the
condensed consolidated financial statements. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Management's analysis of the amount of deferred tax assets that will ultimately
be realized represents a critical accounting estimate.



As of the period ended September 30, 2022, the Company recognized a net deferred
tax asset of $400,283. In an effort to remain conservative and limit the
potential financial impact of management's estimate, the Company has provided a
full valuation allowance against certain historical net deferred tax assets as
of the period ended September 30, 2022. This results in no value being
attributed to these historical deferred tax assets on the accompanying condensed
consolidated balance sheet as of the period ended September 30, 2022.



Contingencies, Undertakings and Litigation



Liabilities are recognized when management determines that contingencies,
commitments, and/or litigation represent events that are more likely than not to
result in a measurable obligation to the Company. Management's analysis of these
events represents a critical accounting estimate.



W-1 Warrants and Class B Common Stock



Pursuant to the Merger Agreement, during the three-month period ended September
30, 2022, the Company issued a Class W-1 Warrant to purchase 1,800,000 of the
Company's Class A common stock. The liability associated with the issuance of
the such warrant, and the embedded shares of Class B common stock, is based on
an independent third-party valuation, which includes a Black-Scholes pricing
model. As of the period ended September 30, 2022, the long-term liability
reported on the Company's condensed consolidated balance sheet for the W-1
Warrant and shares of Class B common stock totals $954,000. See Note 5 for more
information.



Accrued Compensation



The balance reported as accrued compensation expense as of the period ended
September 30, 2022 is primarily attributed to management's allocation of
estimated pro rata bonus amounts to be paid to employees for services performed
during the current period. Bonuses are subjective and are based on numerous
factors including, but not limited to, individual performance, the underlying
funds' performance, and profitability of the firm, as well as the consideration
of future outlook. Accrued bonus amounts can fluctuate due to a future perceived
change in any one or more of these factors. Additionally, differences between
historical, current, and future personnel allocations could significantly impact
the comparability of bonus expenses period over period.



As of the end of the period September 30, 2022company report $1,239,929 Accrued compensation expense on its condensed consolidated balance sheet.

Discussion about the potential impact of COVID-19



Due to the continuing uncertainty surrounding the COVID-19 pandemic, management
has continued to regularly monitor and assess all Company operations for
potential impacts of the COVID-19 pandemic. As of the quarterly period ended
September 30, 2022, the Company has not been required to make significant
operational changes as a result of the pandemic. Management does not anticipate
additional challenges in meeting existing obligations, nor do we expect
significant customer or vendor interruptions. However, the extent to which the
continuing COVID-19 pandemic ultimately may impact our business, financial
condition, liquidity, and results of operations likely will continue to depend
on future developments, which are highly uncertain and cannot be predicted,
including the scope and duration of the continuing pandemic, the direct and
indirect impact of the continuing pandemic on our employees, customers, and
service providers, as well as the U.S. economy and the actions taken by
governmental authorities and other third parties in response to the continuing
pandemic.



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