Former software purveyor Clarus (NASDAQ:CLRS) is down 26% in the opening minutes of trading on news the Nasdaq is delisting the stock.

What does Clarus do? It, quite frankly, does nothing. No widgets here -- as in zero second-quarter revenue. Oracle (NASDAQ:ORCL) this is not.

So, is this a budding biotech that might produce the next Amgen (NASDAQ:AMGN)? Well, there is no R&D to tantalize. There is just $85 million in cash and marketable securities on the balance sheet -- and no debt. That works out to $5.12 a share.

Even with Clarus hitting a new 52-week low of $6.52 a share this morning, that cash is no bargain. Why pay a $1.40 premium for cash?

Well, beginning in 2009, there are $130 million in various U.S. federal income tax credit carryforwards. The story here is how that $7.84 a share in credits and all that cash are deployed. Shareholders see Cisco (NASDAQ:CSCO) without the products. Detractors see a Navy seaman with the potential to make a big mistake on shore leave.

What the Nasdaq sees is a "public shell" that, since it exited the software business in December 2002, has done nothing with its cash and carryforwards. The Nasdaq may have its share of money-losing, deep-in-debt failures waiting to happen, but they do insist that you produce a product.

Clarus has been looking for acquisitions that offer strong positive cash flow to make the most of its tax credits. Two questions: Isn't everyone looking for these companies? Aren't they expensive?

Before considering Clarus an asset-rich bargain, realize that those carryforwards did not come from profits -- they came from years of losses.

Bottom line, Clarus is a delisted speculation without a reason to hold a conference call until it makes an acquisition. What sounds so enticing -- cash and carryforwards -- is just sizzle without the steak (or, in this case, a company without widgets).

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Fool contributor W.D. Crotty does not own stock in any of the companies mentioned. He does have experience in buying sizzle -- and getting burned.