10-K
1
f10k2020_parcinvestments.htm
ANNUAL REPORT
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2020
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
file number: 000-56218
Parc
Investments, Inc.
(Exact
name of registrant as specified in charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2255
Glades Road, Suite 324A, Boca Raton, Florida 33431
(Address
of principal executive offices and Zip Code)
(561)
989-2208
(Registrant’s
telephone number, including area code)
Securities
Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
None N/A N/A
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.0001 par value per share (Title of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The
registrant was incorporated on August 21, 2020, and has not yet had a completed second fiscal quarter. As of December 31, 2020,
and as of the date of this report, there were no non-affiliate holders of common stock of the registrant.
As
of March 30, 2020, there were 5,000,000 shares of common stock, par value $0.0001, outstanding.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A Risk Factors 5
Item 1B Unresolved staff comments 5
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Mine Safety Disclosures 5
PART II
Item 6. Selected Financial Data 7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 12
Item 8. Financial Statements and Supplementary Data 12
Item 9A. Controls and Procedures 12
Item 9B. Other Information 13
PART III
Item 10. Directors, Executive Officers and Corporate Governance 14
Item 11. Executive Compensation 15
Item 14. Principal Accounting Fees and Services 17
PART IV
Item 15. Exhibits, Financial Statement Schedules 18
i
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION
CONTAINED IN THIS REPORT
This
Annual Report on Form 10-K (this “Form 10-K”) contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking
statements give our current expectations or forecasts of future events. You can identify these statements by that they do not
relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such
as “approximates,” “believes,” “hopes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “plans,” “would,” “should,”
“could,” “may” or other similar expressions in this Form 10-K. In particular, these include statements
relating to future actions, future performance, anticipated expenses, or projected financial results. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience
and our present expectations or projections.
We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not
place undue reliance on our forward- looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, or joint ventures we may make or collaborations or strategic partnerships we may enter
into.
You
should read this Form 10-K and the documents that we have filed as exhibits to this Form 10-K completely and with the understanding
that our actual future results may be materially different from what we expect. We do not assume any obligation to update any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Unless
otherwise stated or the context otherwise requires, the terms “Parasol Investments Corporation,” “we,”
“us,” “our,” the “Registrant” and the “Company” refer collectively to Parasol
Investments Corporation.
ii
PART
I
Item
1. Business
Parc
Investments, Inc. was incorporated in the State of Delaware on August 21, 2020. Since inception, the Company has been engaged in organizational
efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts
to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent
concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company.
The Company selected December 31st as its fiscal year end.
The Company, based on proposed business activities,
is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as
“any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that
has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.”
Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal
assets (other than cash) and no or nominal operations. As of December 31, 2020, the Company had $3,325 in cash, and its auditors have
issued an opinion raising substantial doubt about its ability to continue as a going concern. Many states have enacted statutes, rules
and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does
not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully
concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long
as it is subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking
the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry
or geographical location and, thus, may acquire any type of business. The Company has not conducted any active operations since
inception, except for its efforts to locate suitable acquisition candidates. The Company’s plan of operation for the remainder
of the fiscal year and beyond such time shall be to continue its efforts to locate suitable acquisition candidates. As of the
date of this filing, the Company has not identified any specific milestones to be achieved by any specific date.
During
the remainder of the fiscal year and beyond such time, we anticipate incurring costs related to the filing of Exchange Act reports,
and investigating, analyzing and consummating an acquisition. We believe we will be able to meet these costs through the use of
funds to be loaned by or invested in us by our stockholders, management or other investors. Our management and stockholders have
indicated their intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply
with its Exchange Act reporting requirements; however, there are no agreements in effect between the Company and our management
and stockholders specifically requiring that they provide any funds to the Company. As a result, there are no assurances that
such funds will be advanced or that the Company will be able to secure any additional funding as needed.
The
analysis of new business opportunities will be undertaken by or under the supervision of the Company’s management. As of
the date of this filing, the Company has not entered into any definitive agreement with any party, nor have there been any specific
discussions with any potential business combination candidate regarding business opportunities for the Company. While the Company
has limited assets and no revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities in that it may seek out a target company in any type of business, industry or geographical location. In
its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:
1
(f) the extent to which the business opportunity can be advanced; and
In
applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances
and make a determination based on reasonable investigative measures and available data. Potentially available business opportunities
may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available
for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities
for identifying and completing business combinations.
In
evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible
given the lack of information that may be available regarding private companies and our limited personnel and financial resources.
We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management
an inspection of its facilities, as necessary and a review of financial and other information, which is made available to us.
This
due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but
not limited to attorneys, accountants, consultants or other such professionals. As of the date of this filing, the Company has
not specifically identified any third parties that it may engage. The costs associated with hiring third parties as required to
complete a business combination may be significant and are difficult to determine as such costs may vary depending on a variety
of factors, including the amount of time it takes to complete a business combination, the location of the target company, and
the size and complexity of the business of the target company.
While
the Company does not intend to retain any entity to act as a “finder”, the Company’s management, through its
various contacts and affiliations with other entities, including Montrose Capital Partners Limited (“Montrose Capital”),
a privately held company that focuses on identifying public markets venture capital investment opportunities in high-growth early-stage
companies, may assist in making introductions to candidates for a potential business combination. Montrose Capital is sector agnostic;
through its principal owners, it has identified and invested in a wide spectrum of global industries, including biotechnology,
specialty pharmaceuticals, medical devices, robotics, and technology. Montrose Capital may further assist the Company with due
diligence by identifying a business combination target. Ian Jacobs, a stockholder and director and the sole officer of the Company,
is an associate of Montrose Capital. Mark Tompkins, a stockholder and director of the Company, is an officer and principal owner
of Montrose Capital. Except as described herein, there are currently no other agreements or preliminary understandings between
us and Montrose Capital. As of the date of this filing, Montrose Capital has not introduced any specific candidate for a potential
business combination to the Company.
Our
limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation
and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be
made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available
to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners,
sponsors or others associated with the target business seeking our participation.
2
The
time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently
be ascertained with any degree of certainty. The costs of a business combination transaction will be determined by the following
factors: (1) the amount of time it takes to complete a business combination, (2) the location of the target company, (3) the size
and complexity of the business of the target company, (4) whether current stockholders of the Company will retain equity in the
Company, (5) the scope of the due diligence investigation required, (6) the involvement of the Company’s auditors in the
transaction, (7) possible changes in the Company’s capital structure in
connection with the transaction, and (8) whether funds may be raised contemporaneously with the transaction. The time and costs
required to complete a business combination can be estimated once a business combination target has been identified. Any costs
incurred with respect to the evaluation of a prospective business combination that is not ultimately completed will result in
a loss to us.
Through
information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience
in the reverse merger industry, the Company is aware that there are hundreds of shell companies seeking a business combination
target. As a result, the Company believes it is in a highly competitive market for a small number of business opportunities, which
could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant
participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities.
Many established and well-financed entities, including small public companies and venture capital firms, are active in mergers
and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a business combination. These competitive factors may
reduce the likelihood of our identifying and consummating a successful business combination.
In
addition, management is currently involved with other blank check companies—namely, Patricia Acquisition Corp. and Laffin
Acquisition Corp., and may become associated with additional blank check companies at any time in the future. As a result, conflicts
may arise during the pursuit of business combinations with other such companies with which our management is involved or may become
involved with in the future if we and the other blank check companies that our officers and directors are affiliated with desire
to take advantage of the same business opportunity.
At
this time, the Company has not identified any specific factors or criteria that will be used to determine which entity will proceed
with a proposed transaction in the event of a conflict of interest. Management reserves the right to use any such criteria as
it determines to be relevant at the time a proposed transaction is presented. However, in the event a conflict of interest arises
in connection with the identification of a proposed business transaction, the Company’s management and board of directors
will use their reasonable judgment and intend to take all such actions as may be required in order to satisfy its fiduciary duties.
At this time, our management has not identified any specific conflicts of interests.
We
presently have no employees apart from our management. Our officer and directors are engaged in outside business activities and
are employed on a full-time basis by other companies. Our officer and directors will be dividing their time amongst these entities
and anticipate that they will devote very limited time to our business until the acquisition of a successful business opportunity
has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even
day to day; therefore, the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained
with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary
duties as an officer and/or director of the Company, and believes that it will be able to devote the time required to consummate
a business combination transaction as necessary.
We
expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
Form
of Acquisition
The
manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs
and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and
such promoters.
It
is likely that the Registrant will acquire its participation in a business opportunity through the issuance of its Common Stock
or other securities of the Registrant, which could result in substantial dilution to the equity of stockholders of the Registrant
immediately prior to the consummation of a transaction. Although the terms of any such transaction have not been identified and
cannot be predicted, it is expected that any business combination transaction the Company may enter into would be structured as
a “tax free” reorganization. It should be noted that the criteria for determining whether or not an acquisition is
a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the
“Code”), depends upon the transaction meeting certain statutory and non-statutory requirements.
3
There
are different types of statutory requirements for each type of tax-free reorganization and thus each transaction must be reviewed
carefully to determine its eligibility for a tax-free reorganization. One of the statutory requirements in a tax-free reorganization
is that at least a certain percentage of the total consideration in the transaction must be voting stock of the acquirer corporation.
This could result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization.
In addition, post- transaction dispositions of Registrant’s stock received as consideration could have implications for
the tax-free nature of the transaction in question. The Company does not intend to supply disclosure to stockholders concerning
a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation.
In the event a proposed business combination involves a change in majority of directors of the Company, the Company will file
and provide to stockholders a Schedule 14F-1, which shall include, information concerning the target company, as required. The
Company will file a current report on Form 8-K, as required, within four business days of a business combination which results
in the Company ceasing to be a shell company. This Form 8-K will include complete disclosure of the target company, including
audited financial statements.
The
present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following
a reorganization transaction. As part of such a transaction, all or a majority of the Registrant’s directors may resign
and one or more new directors may be appointed without any vote by stockholders.
In
the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or
approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be
necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding securities.
The necessity of obtaining such stockholder approval may result in delay and additional expense in the consummation of any proposed
transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder approval.
The
Company intends to search for a target for a business combination by contacting various sources including, but not limited to,
our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of
persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources
that we contact. Due to our management’s affiliation with Montrose Capital, we expect that Montrose Capital may be able
to assist the Company in identifying a business combination target for us. We currently do not have any agreements or preliminary
agreements between us and any other entities including but not limited to Montrose Capital.
It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial management time and attention and substantial
cost for accountants, attorneys and others. The costs that will be incurred are difficult to determine with any degree of specificity
at this time, as such costs are expected to be dependent on factors such as (1) the amount of time it takes to identify and complete
a business combination transaction; (2) the location, size and complexity of the business of the target company; (3) whether current
stockholders of the Company will retain equity in the Company; (4) the scope of the due diligence investigation required; (5)
the involvement of the Company’s auditors in the transaction; (6) possible changes in the Company’s capital structure
in connection with the transaction; (7) and whether funds may be raised contemporaneously with the transaction. If a decision
is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might
not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the
failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred. Other than as described
below, the Company has not established a timeline with respect to the identification of a business combination target.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS
Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with
the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections
14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of stockholders on executive compensation
and any golden parachute payments not previously approved.
4
The
Company has elected to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private companies. As a result of this election,
our financial statements may not be comparable to companies that comply with public company effective dates.
We
will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues
are $1.07 billion or more, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value
of our common stock that is held by non-affiliates exceeds $700 million as of the end of the second quarter of any fiscal year
following the anniversary of the initial reporting.
To
the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under
the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging
growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply
with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures;
and (3) the requirement to provide only two years of audited financial statements, instead of three years.
Item
1A. Risk Factors.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this
information.
Item
1B. Unresolved Staff Comments.
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this
information.
Item
2. Properties.
The
Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost.
Given the limited need of the Company, management believes that the office space is more than suitable and adequate. The Company
currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests
in, persons primarily engaged in real estate activities.
Item
3. Legal Proceedings.
There
are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings
to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any
class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to
the Company to be threatened or contemplated against it.
Item
4. Mine Safety Disclosures.
Not
applicable.
5
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The
Company is authorized by its Certificate of Incorporation to issue an aggregate of 60,000,000 shares of capital stock, of which
50,000,000 are shares of Common Stock and 10,000,000 are shares of Preferred Stock. As of the date of filing this Form 10-K, 5,000,000
shares of Common Stock and zero shares of Preferred Stock were issued and outstanding and the Company had two stockholders of
record.
Common
Stock
All
outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are
entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled
to share equally in dividends, if any, as may be declared from time to time by the Company’s board of directors out of funds
legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining
after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
There
is currently no public market for our Common Stock. Furthermore, no public trading market is expected to develop in the foreseeable
future unless and until the Company completes a business combination with an operating business. However, we cannot guarantee
our Common Stock will ever be listed on any exchange or approved for quotation on any over-the-counter market.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of Preferred Stock with designations, rights and
preferences determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without
stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely
affect the voting power, or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could
be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.
Although we have no present intention to issue any shares of our authorized Preferred Stock, there can be no assurance that the
Company will not do so in the future.
Dividends
We
have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business
combination. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to
a business combination will be within the discretion of our then board of directors. It is the present intention of our board
of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate
declaring any dividends in the foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
The
Company has not authorized any securities for issuance under an equity incentive plan.
Recent
Sales of Unregistered Securities
On
August 21, 2020, the Company issued 4,750,000 shares of Common Stock to Mark Tompkins for a purchase price of $475, representing
amounts advanced by Mr. Tompkins to counsel for the Company in connection with the formation and organization of the Company,
and 250,000 shares of Common Stock to Ian Jacobs for a cash purchase price equal to $25, pursuant to the terms and conditions
set forth in a Common Stock Purchase Agreement with each person.
6
On
August 21, 2020, in connection with advances made in connection with costs incurred by the Company, the Company issued a promissory
note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr. Tompkins the
sum of any and all amounts that Mr. Tompkins may advance to the Company on or before the date that the Company consummates a business
combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to
be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note to cover
its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated
that he may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company issued the
note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note except if an
Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note shall automatically
become due and payable (the “Default Date”), and starting from five (5) days after the Default Date, the interest
rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of December 31, 2020, the total amount due under
the note was $35,000.
The
proceeds from the sale of the securities described above will be, and have been, used for working capital and general and administrative
expenses. No securities have been issued for services. Neither the Registrant nor any person acting on its behalf offered or sold
the securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser
as consideration for the shares issued. The sale of the securities identified above were made pursuant to a privately negotiated
transaction that did not involve a public offering of securities and, accordingly, was exempt from the registration requirements
of the Securities Act pursuant to Section 4(a)(2) thereof and the rules promulgated thereunder.
Issuer
Purchases of Equity Securities
None.
Item
6. Selected Financial Data.
As
a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Overview of our Business
Parc
Investments, Inc. was incorporated in the State of Delaware on August 21, 2020. Since inception, the Company has been engaged
in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination.
The Company filed a registration statement on Form 10 with the SEC on October 21, 2020, and since its effectiveness, the Company
has focused its efforts to identify a possible business combination.
The
Company is currently considered to be a “blank check” company. The SEC defines those companies as “any development
stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific
business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.”
Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies
in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange
Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake
any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business
combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are
subject to those requirements.
In
addition, the Company is an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section
404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Exchange Act to hold
a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.
7
The
Company has also elected to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private companies. As a result of this election,
our financial statements may not be comparable to companies that comply with public company effective dates.
We
will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our
revenues equal $1.07 billion or more, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year
period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity
securities pursuant to an effective registration statement filed pursuant to the Securities Act, or (4) when the market value
of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed
second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company,” as such term is
defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions
available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1)
not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled
executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead
of three years.
The
Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates.
No revenue has been generated by the Company since inception. It is unlikely the Company will have any revenues unless it is able
to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of
operation for the remainder of the fiscal year shall be to continue its efforts to locate suitable acquisition candidates. Our
principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through
a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate
target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The
Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing
business combinations for the next 12 months and beyond such time will be paid with funds to be loaned to or invested in us by
our stockholders, management or other investors.
The
Company currently does not engage in any business activities that provide cash flow. During the next twelve months, we anticipate
incurring costs related to:
(i) filing Exchange Act reports, and
(ii) investigating, analyzing and consummating an acquisition.
We
believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management
or other investors. There are no assurances that such funds will be advanced or that the Company will be able to secure any additional
funding as needed. On August 21, 2020, in connection with advances made regarding costs incurred by the Company, the Company issued
a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr.
Tompkins the sum of any and all amounts that Mr. Tompkins may advance to the Company on or before the date that the Company consummates
a business combination with a private company or reverse takeover transaction or other transaction after which the Company would
cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds from the note
to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms of the note, it
is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company
issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note except
if an Event of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note shall automatically
become due and payable (the “Default Date”), and starting from five (5) days after the Default Date, the interest
rate on the note shall accrue at the rate of eighteen percent (18%) per annum. As of December 31, 2020, the total amount due under
the note was $35,000. We currently have no other agreements or specific arrangements in place with our stockholders, management
or other investors.
8
Our
ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain
the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come
due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into
a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through
a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.
The
Company, as of December 31, 2020, had $3,325 in cash and has not earned any revenues from operations to date. In the next 12 months,
we expect to incur expenses equal to approximately $40,000 related to legal, accounting, audit, and other professional service
fees incurred in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business
combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of
time it takes to complete a business combination, the location of the target company, the size and complexity of the business
of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope
of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes
in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously
with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a business combination
target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting
its efforts to locating merger candidates. The Company’s ability to continue as a going concern is dependent upon our ability
to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable
operations.
The
Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional
funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that
the public company status that results from a combination with the Company will provide such company greater access to the capital
markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions.
There is no assurance that we will in fact have access to additional capital or financing as a public company. In the alternative,
a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital,
but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public offering.
Any
target business we select for a potential business combination may be a financially unstable company or an entity in its early
stages of development or growth, including entities without established records of sales or earnings. In that event, we will be
subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging
growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level
of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can
be no assurance that we will properly ascertain or assess all significant risks.
Our
management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing
and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s
plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification
should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one
venture against gains from another.
The
Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in
a competitive market with a small number of business opportunities, through information obtained from industry professionals including
attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that
there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation.
Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms
on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur
in many different industries and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and complex.
9
We
do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential
target businesses. However, we contemplate that Montrose Capital may introduce business combination opportunities to us. There
are currently no agreements or preliminary agreements between us and Montrose Capital.
We
have not established a specific timeline nor have we created a specific plan to identify an acquisition target and consummate
a business combination. We expect that our management and the Company, through its various contacts and affiliations with other
entities, including Montrose Capital, will locate a business combination target. We expect that funds in the amount of approximately
$40,000
will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition
to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying
a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company
as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are
no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to