GUER · Read the filing

10-K

f10k2020_laffinacquisition.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

☐ 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: 000-56238

Laffin Acquisition Corp.

(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 November 9,

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 April 9, 2021, 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 12

PART III

Item 10. Directors, Executive Officers and Corporate Governance 13

Item 11. Executive Compensation 14

Item 14. Principal Accounting Fees and Services 16

PART IV

Item 15. Exhibits, Financial Statement Schedules 17

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 “Laffin Acquisition Corp.,” “we,” “us,” “our,” the “Registrant”

and the “Company” refer collectively to Laffin Acquisition Corp.

PART I

Item 1. Business

Laffin Acquisition Corp. was incorporated in the

State of Delaware on November 9, 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 $9,558 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:

(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.

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 Parc Investments Inc., 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.

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.

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.

None.

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.

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 November 13, 2020, the Company issued (i) an

aggregate of 4,750,000 shares of Common Stock to Mark Tompkins, a director of the Company, for an aggregate purchase price equal to $475

representing amounts advanced by Mr. Tompkins to counsel for the Company in connection with the formation and organization of the Company

and (ii) an aggregate of 250,000 shares of Common Stock to Ian Jacobs, an officer and director of the Company, for an aggregate cash purchase

price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement with each person. The Company

issued these shares of Common Stock under the exemption from registration provided by Section 4(a)(2) of the Securities Act.

On November 13, 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 $22,500.

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

Laffin Acquisition Corp. was incorporated in the

State of Delaware on November 9, 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 January 4, 2021 as amended and filed on April 9, 2021, 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.

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. As of December 31, 2020, the

Company had $9,558 in cash. On November 13, 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 $22,500. We currently have

no other agreements or specific arrangements in place with our stockholders, management or other investors. We currently have no other

agreements or specific arrangements in place with our stockholders, management or other investors.

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 $9,558

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.

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 the Company. Therefore, there are no assurances that the Company will be able to obtain

the required financing as needed in order to consummate a business combination transaction.

COVID-19

On March 11, 2020, the World Health Organization

officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other

infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies

and financial markets worldwide. The business of any potential target business with which we consummate a business combination could be

materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to

COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors

and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts

our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including

new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability to consummate

a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially

adversely affected.

Liquidity and Capital Resources

As of December 31, 2020, the Company had total

assets equal to $9,558 comprised exclusively of cash. The Company’s current liabilities as of December 31, 2020, totaled $27,000

comprised of amounts due under a note payable to a shareholder for $22,500; and accounts payable for $4,500. The Company can provide no

assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company’s

cash flows provided by (used in) operating and financing activities for the period November 9, 2020 (inception) to December 31, 2020:

Net Cash (Used In) Operating Activities $ (12,967 )

Net Cash Provided by Financing Activities $ 22,525

Net Change in Cash $ 9,558

The Company has only cash assets and has generated

no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing

operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent

upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable

at reasonable terms, the Company may not be able to implement its plan of operations.

Issuance of Promissory Note to a Stockholder

and Director

On November 13, 2020, the Company issued a promissory

note (the “Note”) to the majority stockholder of the Company, 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 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 $22,500.

Results of Operations

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 from November

9, 2020 (Inception) through December 31, 2020. 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. It is management’s assertion that these circumstances may

hinder the Company’s ability to continue as a going concern. The Company’s plan of operations for the next twelve months shall

be to continue its efforts to locate suitable acquisition candidates.