10-K
1
f10k2020_parasolinvest.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: 000-56181
Parasol Investments Corporation
(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
N/A 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
As
of June 30, 2020, there were no non-affiliate holders of common stock of the registrant. As of June 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 6
Item 1B Unresolved staff comments 6
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Mine Safety Disclosures 6
PART II
Item 6. Selected Financial Data 8
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 13
Item 8. Financial Statements and Supplementary Data 13
Item 9A. Controls and Procedures 13
Item 9B. Other Information 13
PART III
Item 10. Directors, Executive Officers and Corporate Governance 14
Item 11. Executive Compensation 16
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
Parasol Investments Corporation was incorporated
in the State of Delaware on May 13, 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 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 $8,441 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., Laffin 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.
3
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.
4
Recent Development—Proposed Share
Exchange
On February 9, 2021, the Company filed
with the SEC a Schedule 14F-1 Information Statement relating to an anticipated change in the composition of its board of directors
that is expected to occur in connection with a proposed share exchange to be completed by and among the Company, SmartKem Limited
(“SmartKem”) and the shareholders of SmartKem, pursuant to which the shareholders of SmartKem would exchange their
shares of SmartKem for shares of our Common Stock (the “Exchange”), with SmartKem becoming the Company’s wholly-owned
subsidiary, after which the Company would continue the business of SmartKem. The Exchange would occur pursuant to a Share Exchange
Agreement expected to be entered into by and among the Company, SmartKem and the shareholders of SmartKem (the “Exchange
Agreement”).
SmartKem is a pioneer in the development
of materials and processes used to make organic thin-film transistors (OTFTs) for the manufacture of flexible electronics.
Pursuant to the terms of the proposed Exchange
Agreement, it is expected that all outstanding shares of SmartKem will be converted into shares of our Common Stock, such that
the holders of SmartKem equity before the proposed Exchange will own approximately 84% of the outstanding shares of our Common
Stock after the Exchange (before giving effect to a potential private placement offering of Common Stock by the Company that we
expect will be consummated simultaneously with or immediately after the proposed Exchange), resulting in a change of control of
the Company. Completion of a private placement financing is expected to be a condition to completion of the Exchange.
Certain other information regarding the
proposed Exchange and proposed changes to the management and share ownership of the Company is set forth in the Schedule 14F-1,
as amended.
The foregoing description of the proposed
Exchange Agreement and potential Common Stock private placement and related matters does not purport to be complete and is qualified
in its entirety by the terms of the actual Exchange Agreement and of terms and documentation for a private placement, none of which
has yet been completed and executed. The proposed Exchange is expected to be subject to satisfaction of a number of other conditions
precedent, and there can be no assurance that the Exchange Agreement will be signed or that the Exchange or Common Stock private
placement will be consummated or other such conditions satisfied. If and when the Exchange Agreement is signed, it will be further
described in, and filed by the Company with the SEC as an exhibit to, a Current Report on Form 8-K. If and when a Common Stock
private placement is consummated, it will be further described in, and material agreements relating thereto will be filed by the
Company with the SEC as exhibits to, a Current Report on Form 8-K.
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.
5
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.
6
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 May 14, 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.
On May 14, 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 $20,000.
7
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
Parasol Investments Corporation was incorporated
in the State of Delaware on May 13, 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 July 13, 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.
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.
8
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 May 14, 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 $20,000. 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.
9
The Company, as of December 31, 2020, had
$8,441 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.
10
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