What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-05 compared with 2020-06-08 · 29 added, 274 removed, 1 unchanged (100% of the section changed)

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 55,000,000 shares of capital stock, of which 50,000,000 are shares of Common Stock and

5,000,000 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.

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.

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.

Preferred Stock

Our Certificate of Incorporation authorizes

the issuance of up to 5,000,000 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.

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

The Company has not authorized any securities

for issuance under an equity incentive plan.

Recent Sales of Unregistered Securities

On March 22, 2018, the Company issued an

aggregate of 4,750,000 shares of Common Stock to Mark Tompkins 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 an aggregate

of 250,000 shares of Common Stock to Ian Jacobs 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.

On March 22, 2018, 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.

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).

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 accrue on

the outstanding principal amount of the note on the basis of a 360-day year from the date of borrowing until paid in full at the

rate of six percent (6%) per annum.

In the event that an Event of Default (as defined in the note) has occurred, 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 March 31, 2020, the total

amount due under the note was $111,817, including accrued interest of $8,707.

The proceeds from the sale of the securities

described above will be 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.

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

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

Market Information and Holders of Record

On March 4, 2021, shares of our common stock were approved for trading on the OTCQB Venture Market under the symbol “CMPX”.

As of February 25, 2021, there were approximately 220 stockholders of record of our common stock.

The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

We currently intend to retain future earnings, if any, to maintain and expand our operations.

We have never declared or paid cash dividends on our common stock and we do not intend to pay any cash dividends on our common stock for the foreseeable future.

In addition, our 2018 Credit Facility contains, and any future debt financing arrangement we enter into may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

Any future determination related to our dividend policy will be made at the discretion of our board of directors in light of conditions then-existing, including factors such as our results of operations, financial condition and requirements, business conditions and covenants under any applicable contractual arrangements.

Selected Financial Data.

As a “smaller reporting company”

as 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

Olivia Ventures, Inc.

was incorporated

in the State of Delaware on March 20, 2018.

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 through the acquisition of, or merger with,

an operating business.

The Company filed a registration statement on Form 10 with the SEC on May 30, 2018, 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”

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.

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 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 an operating business.

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 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.

As of March 31,

2020, the Company had $3,745 in cash.

There are no assurances that the Company will be able to secure any additional funding as

Currently, however, 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 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.

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 that is selected 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.

The Company anticipates that the selection

of a business combination will be complex and extremely risky.

Our management believes that there are numerous 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.

As of the date of this Form 10-K, the Company

has not entered into any definitive agreement with any party, nor, except as described above under “Item 1.

Business—Recent

Development—Proposed Merger,”

have there been any specific discussions with any potential business combination candidate

regarding business opportunities for the Company.

Liquidity and Capital Resources

As of March 31, 2020, the Company had total

assets equal to $3,745, comprised exclusively of cash.

This compares with total assets of $4,866, comprised exclusively of cash,

as of March 31, 2019.

The Company’s current liabilities as of March 31, 2020 totaled $111,817, comprised of accrued expenses

and amounts due to a related party.

This compares to the Company’s total current liabilities of $75,455, comprised of accrued

expenses and amounts due to a related party, as of March 31, 2019.

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 years ended March 31, 2020 and 2019:

Net Cash (Used In) Operating Activities

Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash

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.

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 March 22, 2018, 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.

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).

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.

Interest shall accrue on the outstanding principal amount of the note on the basis of a 360-day year

from the date of borrowing until paid in full at the rate of six percent (6%) per annum.

In the event that an Event of Default

(as defined in the note) has occurred, 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 March 31, 2020, the total amount due was $111,817, including accrued interest of $8,707.

The note is filed

as Exhibit 4.1 hereto.

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 March 20, 2018 (Inception) through March 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 operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the years ended March 31, 2020 and

2019, the Company had a net loss of $37,483, and $36,037, respectively, comprised of legal, accounting, audit and other professional

service fees incurred in relation to the preparation and filing of the Company’s periodic reports with the SEC, general and

administrative expenses, and interest expense.

Off-Balance Sheet Arrangements

The 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.

Contractual Obligations

As a “smaller reporting company”

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

Emerging Growth Company

As 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.

of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Our fiscal year ends on March 31.

Quantitative and Qualitative Disclosures about Market

As a “smaller reporting company”

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

The following selected financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this Form 10-K.

The selected statements of operations for the years ended December 31, 2020 and 2019 and the selected balance sheet data as of December 31, 2020 and 2019 have been derived from our audited financial statements that are included elsewhere in this Form 10-K.

Historical results are not necessarily indicative of the results to be expected in the future.

Statement of Operations Data:

Operating expenses:

Research and development expense

General and administrative expense

Total operating expenses

Operating loss

Other income (expense):

Interest expense

Other income (expense), net

Total other expense

Basic and diluted loss per common share

Basic and diluted weighted average common shares outstanding

Balance Sheet Data

Cash and cash equivalents

Working capital

Debt (current and noncurrent portions)

Total stockholders’ equity (deficit)

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