What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-09-28 compared with 2021-03-31 · 32 added, 336 removed, 1 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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

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.

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.

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.

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

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.

Authorized for Issuance under Equity Compensation Plans

Company has not authorized any securities for issuance under an equity incentive plan.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

common stock trades on the OTCQB system under the symbol “ ALMU .” Our CUSIP number is 00776X.

should be aware that over-the-counter market quotations may reflect inter-dealer prices, without retail mark-up, mark-down or commissions

and may not necessarily represent actual transactions.

The high and low bid quotations for our shares of our common stock for each full

quarterly period within the two most recent fiscal years are (prices set forth below represent inter-dealer quotations, without retail

markup, markdown or commission and may not be reflective of actual transactions):

Quarter ended September 30, 2021

Quarter ended December 31 2021

Quarter ended March 31, 2022

Quarter ended June 30, 2022

Quarter ended September 30, 2020

Quarter ended December 31 2020

Quarter ended March 31, 2021

Quarter ended June 30, 2021

of September 27, 2022, the last reported sale price of our Common Stock on the OTCQB was $N/A per share.

of September 27, 2022, we had 10,650,002 shares of our common stock outstanding held by approximately 87 stockholders of record.

have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable

We intend to retain future earnings to fund ongoing operations and future capital requirements.

Any future determination to pay

cash dividends will be at the discretion of our board of directors and will be dependent upon financial condition, results of operations,

capital requirements and such other factors as the board of directors deems relevant.

Sales of Unregistered Securities

August 21, 2020, the Company issued 4,750,000 shares of Common Stock to Mark Tompkins for a purchase price of $475, representing

amounts advanced by Mr.

Tompkins to counsel for the Company in connection with the formation and organization of the Company,

and 250,000 shares of Common Stock to Ian Jacobs for a cash purchase price equal to $25, pursuant to the terms and conditions

set forth in a Common Stock Purchase Agreement with each person.

August 21, 2020, in connection with advances made in connection with costs incurred by the Company, the Company issued a promissory

note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr.

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.

Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated

that he may advance funds to the Company as fees and expenses are incurred in the future.

As a result, the Company issued the

note in anticipation of such advances.

Interest shall not accrue on the outstanding principal amount of the note except if an

Event of Default (as defined in the note) has occurred.

In the event of an Event of Default, the entire note shall automatically

become due and payable (the “Default Date”), and starting from five (5) days after the Default Date, the interest

rate on the note shall accrue at the rate of eighteen percent (18%) per annum.

As of December 31, 2020, the total amount due under

the note was $35,000.

proceeds from the sale of the securities described above will be, and have been, used for working capital and general and administrative

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.

Purchases of Equity Securities

Selected Financial Data.

a “smaller reporting company”

defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Overview of our Business

Investments, Inc.

was incorporated in the State of Delaware on August 21, 2020.

Since inception, the Company has been engaged

in organizational efforts and obtaining initial financing.

The Company was formed as a vehicle to pursue a business combination.

The Company filed a registration statement on Form 10 with the SEC on October 21, 2020, and since its effectiveness, the Company

has focused its efforts to identify a possible business combination.

Company is currently considered to be a “blank check”

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”

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

The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are

subject to those requirements.

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.

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.

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:

not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act;

executive compensation disclosures;

and (3) the requirement to provide only two years of audited financial statements, instead

of three years.

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.

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.

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.

Company currently does not engage in any business activities that provide cash flow.

During the next twelve months, we anticipate

incurring costs related to:

Exchange Act reports, and

(ii) investigating,

analyzing and consummating an acquisition.

believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management

or other investors.

There are no assurances that such funds will be advanced or that the Company will be able to secure any additional

funding as needed.

On August 21, 2020, in connection with advances made regarding costs incurred by the Company, the Company issued

a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr.

Tompkins the sum of any and all amounts that Mr.

Tompkins may advance to the Company on or before the date that the Company consummates

a business combination with a private company or reverse takeover transaction or other transaction after which the Company would

cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act).

The Company has used the proceeds from the note

to cover its expenses.

Tompkins has no obligation to advance funds to the Company under the terms of the note, it

is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future.

As a result, the Company

issued the note in anticipation of such advances.

Interest shall not accrue on the outstanding principal amount of the note except

if an Event of Default (as defined in the note) has occurred.

In the event of an Event of Default, the entire note shall automatically

become due and payable (the “Default Date”), and starting from five (5) days after the Default Date, the interest

rate on the note shall accrue at the rate of eighteen percent (18%) per annum.

As of December 31, 2020, the total amount due under

the note was $35,000.

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

or other investors.

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

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.

Company, as of December 31, 2020, had $3,325 in cash and has not earned any revenues from operations to date.

In the next 12 months,

we expect to incur expenses equal to approximately $40,000 related to legal, accounting, audit, and other professional service

fees incurred in relation to the Company’s Exchange Act filing requirements.

The costs related to the acquisition of a business

combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of

time it takes to complete a business combination, the location of the target company, the size and complexity of the business

of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope

of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes

in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously

with the transaction.

Therefore, we believe such costs are unascertainable until the Company identifies a business combination

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

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.

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.

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.

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.

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.

are currently no agreements or preliminary agreements between us and Montrose Capital.

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

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

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.

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.

and Capital Resources

of December 31, 2020, the Company had total assets equal to $3,325 comprised exclusively of cash.

The Company’s current

liabilities as of December 31, 2020, totaled $35,000 comprised of amounts due under a note payable to a shareholder.

can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

following is a summary of the Company’s cash flows provided by (used in) operating and financing activities for the period

August 21, 2020 (inception) to December 31, 2020:

Net Cash (Used In) Operating Activities

Net Cash Provided by Financing Activities

Net Change in Cash

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

August 21, 2020, in connection with advances made regarding costs incurred by the Company, the Company issued a promissory note

to Mark Tompkins, a stockholder and director of the Company, pursuant to which the Company agreed to repay Mr.

Tompkins the sum

of any and all amounts that Mr.

Tompkins may advance to the Company on or before the date that the Company consummates a business

combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to

be a shell company (as defined in Rule 12b-2 under the Exchange Act).

The Company has used the proceeds from the note to cover

its expenses.

Tompkins has no obligation to advance funds to the Company under the terms of the note, it is anticipated

that he may advance funds to the Company as fees and expenses are incurred in the future.

As a result, the Company issued the

note in anticipation of such advances.

Interest shall not accrue on the outstanding principal amount of the note except if an

Event of Default (as defined in the note) has occurred.

In the event of an Event of Default, the entire note shall automatically

become due and payable (the “Default Date”), and starting from five (5) days after the Default Date, the interest

rate on the note shall accrue at the rate of eighteen percent (18%) per annum.

As of December 31, 2020, the total amount due under

the note was $35,000.

of Operations

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 August 21, 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

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.

the period August 21, 2020 (inception) to December 31, 2020, the Company had a net loss of $32,175 comprised of accounting, audit

and other professional service fees incurred in relation to the preparation and filing of the Company’s SEC filings and

general and administrative expenses.

Sheet Arrangements

Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect

on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,

capital expenditures or capital resources that is material to investors.

a “smaller reporting company”

as defined by Item 10 of Regulation S-K, the Company is not required to provide this

Growth Company

an “emerging growth company”

under the JOBS Act, 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.

fiscal year ends on December 31.

Quantitative and Qualitative Disclosures about Market Risk.

a “smaller reporting company”

defined by Item 10 of Regulation S-K, the Company is not required to provide the information

required by this Item.

the period covered by this annual report, the Company has not issued unregistered securities to any person, except as described below.

None of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public

offering, and, unless otherwise indicated below, the Registrant believes that each transaction was exempt from the registration requirements

of the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation

S promulgated thereunder regarding offshore offers and sales.

All recipients had adequate access, though their relationships with the

Registrant, to information about the Registrant.

July 1, 2021, we sold an additional 115,000 common stock shares at a purchase price of $2.00 per share in a private placement

offering for net proceeds (after deducting offering costs of $23,070) of $206,930 and issued 11,500 warrants to purchase common

stock to GP Nurmenkari Inc., who acted as the placement agent for this private placement offering.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity