What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-05 compared with 2020-06-08 · 108 added, 573 removed, 9 unchanged (99% of the section changed)

Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls are procedures that

are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated

to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

As the Company is a shell company with no or nominal business operations, Mr.

Jacobs immediately

becomes aware of matters that would require disclosure under the Exchange Act.

In connection with the preparation of this

Form 10-K, management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated

the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)

and 15d-15(e)).

Based upon that evaluation, our Principal Executive and Financial Officer concluded that, as of the end of the

period covered by this Form 10-K, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over

Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of

the Exchange Act.

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation

of the effectiveness of our internal control over financial reporting as of March 31, 2020 using the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework version

Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of

March 31, 2020.

This Annual Report on Form 10-K does not

include an attestation report of our independent registered public accounting firm, regarding internal controls over financial

Our internal control over financial reporting was not subject to such attestation as we are a “smaller reporting

company”

as defined by Item 10 of Regulation S-K.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal

control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15

under the Exchange Act that occurred during the period covered by this 10-K that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Control

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

the inherent limitations of any control system, no evaluation of controls can provide absolute assurance that all control issues,

if any, within a company have been detected.

Management’s Evaluation of our Disclosure Controls and Procedures

Under the supervision of and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2020, the end of the period covered by this Form 10-K.

The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of December 31 , 2020.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP.

Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions;

providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements;

providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization;

and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

As a result of becoming a public company, we are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with this Form 10-K.

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

The SEC defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be detected or prevented on a timely basis.

Management conducted an evaluation of the effectiveness, as of December 31, 2020, of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2020.

As an “emerging growth company” under the JOBS Act, we are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

As a result, our independent registered public accounting firm has not audited or issued an attestation report with respect to the effectiveness of our internal control over financial reporting as of December 31, 2020.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2020, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

On March 4, 2021, we announced that our common stock has been cleared for trading on the OTCQB Venture Market under the ticker symbol “CMPX,” and the trading of our common stock will commence effective at the market open on March 5, 2021.

Directors, Executive Officers and Corporate Governance.

Our officers and directors and additional information concerning

them are as follows:

President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Mark Tompkins

Ian Jacobs has served

as President, Chief Executive Officer, Chief Financial Officer, Secretary and as a director of the Company since inception.

Jacobs has also served as the President, Secretary, Chief Executive Officer, Chief Financial Officer and director of Malo Holdings

Corporation since December 2018.

Jacobs served as the President, Secretary, Chief Executive Officer and Chief Financial Officer

and as a director of Max-1 Acquisition Corporation, now known as Exicure, Inc., from February 2017 until September 2017.

served as the President, Secretary and Chief Financial Officer and as a director of Lola One Acquisition Corporation, now known

as Amesite Inc., from April 2017 until April 2018.

Jacobs served as the President, Secretary and Chief Financial Officer and

as a director of Peninsula Acquisition Corp, now known as Transphorm, Inc., from May 2017 until February 2020.

Jacobs has also

been an associate of Montrose Capital Partners Limited, or Montrose Capital, since 2008.

Montrose Capital is a privately held company,

which focuses on identifying public markets venture capital investment opportunities in high growth early stage companies.

Capital is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a wide spectrum

of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology.

received a B.S.

in Finance from the University of South Florida.

Jacobs’

past experience identifying investment opportunities

and investing in early stage companies will be beneficial to the Company as it seeks to identify a business combination target

which led to the conclusion that he should serve as a director of the Company.

Mark Tompkins has served

as a director of the Company since inception.

Tompkins has also served as a director of Malo Holdings Corporation since December

Tompkins served as a director of Max-1 Acquisition Corporation, now known as Exicure, Inc., from February 2017 until

September 2017, as a director of Lola One Acquisition Corporation, now known as Amesite Inc., from April 2017 until April 2018,

and as a director of Peninsula Acquisition Corp, now known as Transphorm, Inc., from May 2017 until February 2020.

is a founder of Montrose Capital and has served as its President since its inception in 2001.

Montrose Capital is a privately held

company, which focuses on identifying public markets venture capital investment opportunities in high growth early stage companies.

Montrose Capital is a sector agnostic privately held firm which has identified and invested, through its principal owners, in a

wide spectrum of global industries, including in biotechnology, specialty pharmaceuticals, medical devices, robotics, and technology.

Tompkins’

past experience identifying investment opportunities and investing in early stage companies will be beneficial

to the Company as its seeks to identify a business combination target which led to the conclusion that he should serve as a director

of the Company.

Significant Employees

Family Relationships

Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy

act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity

of any director, executive officer, promoter or control person of the Company during the past ten years.

The Company does not have any standing committees.

Conflicts of Interest

There are no binding guidelines or procedures

for resolving potential conflicts of interest.

Failure by management to resolve conflicts of interest in favor of the Company could

result in liability of management to the Company.

However, any attempt by stockholders to enforce a liability of management to

the Company would most likely be prohibitively expensive and time consuming.

Code of Ethics

The Company has not at this time adopted

a Code of Ethics pursuant to rules described in Regulation S-K.

The Company has two persons who are the only stockholders and who

serve as the directors and officers.

The Company has no operations or business and does not receive any revenues or investment

The adoption of a Code of Ethics at this time would not serve the primary purpose of such a code to provide a manner of

conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such

code applied.

Furthermore, because the Company does not have any activities, there are no activities or transactions which would

be subject to this code.

At the time the Company enters into a business combination, the current officers and directors will recommend

to any new management that such a code be adopted.

The Company does not maintain an Internet website on which to post a code of

Corporate Governance

For reasons similar to those described

above, the Company does not have a nominating nor audit committee of the board of directors.

At this time, the Company consists

of two stockholders who serve as the corporate directors and officers.

The Company has no activities, and receives no revenues.

At such time that the Company enters into a business combination and/or has additional stockholders and a larger board of directors

and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and

an audit committee.

Because there are only two stockholders of the Company, there is no established process by which stockholders

to the Company can nominate members to the Company’s board of directors.

Similarly, however, at such time as the Company

has more stockholders and an expanded board of directors, the new management of the Company may review and implement, as necessary,

procedures for stockholder nomination of members to the Company’s board of directors.

Except to the extent provided below, the information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Executive Compensation.

The following table sets forth the cash

and other compensation paid by the Company to its named executive officer and directors for the years ended March 31, 2020 and

Name and Position

Ian Jacobs (1)

President, Secretary, Chief Financial Officer and Director

Mark Tompkins (2)

Ian Jacobs was appointed to serve as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company on March 20, 2018.

Mark Tompkins was appointed to serve as a director of the Company on March 20, 2018.

The following compensation discussion addresses

all compensation awarded to, earned by, or paid to the Company’s named executive officers.

The Company’s officer and

directors have not received any cash or other compensation since inception through the date of this filing.

No compensation

of any nature has been paid for on account of services rendered by a director in such capacity.

It is possible that, after the Company

successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members

of our management for the purposes of providing services to the surviving entity.

No retirement, pension, profit sharing,

stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Except as otherwise disclosed herein, there

are currently no understandings or agreements regarding compensation our management will receive after a business combination.

Compensation Committee

The Company does not have a standing compensation

committee or a committee performing similar functions.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters.

The following table sets forth, as of the

date of this filing, the number of shares of Common Stock owned of record and beneficially by (i) each person known by us

to be the beneficial owner of more than 5% of our outstanding shares of Common Stock, (ii) each director and named executive

officer of the Company and (iii) all executive officers and directors as a group.

Name and Address

Amount and Nature of Beneficial Ownership

Directors and Named Executive Officers:

Mark Tompkins (1)

App 1,Via Guidino 23,

6900 Lugano-Paradiso

Ian Jacobs (2)

2255 Glades Road, Suite 324A,

Boca Raton, FL 33431

All Directors and Officers as a Group (2 individuals)

Other More than 5% Stockholders:

Mark Tompkins serves as a director of the Company.

Ian Jacobs serves as President, Secretary, Chief Executive Officer, Chief Financial Officer and a director of the Company.

Securities Authorized for Issuance Under Equity Compensation

The Company has not authorized any securities for issuance under

an equity incentive plan.

Certain Relationships and Related Transactions,

and Director Independence.

On March 22, 2018, the Company issued (i)

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

to $475 representing amounts advanced by Mr.

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

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

an aggregate cash purchase price equal to $25, pursuant to the terms and conditions set forth in the Common Stock Purchase Agreement

with each person.

The Company issued these shares of Common Stock under the exemption from registration provided by

Section 4(a)(2) of the Securities Act.

The Common Stock Purchase Agreements are attached hereto as Exhibit 10.1 and Exhibit 10.2,

respectively.

On March 22, 2018, 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.

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, Mr.

Tompkins has advanced $103,110 to the Company to cover expenses incurred

by the Company.

The note is filed as Exhibit 4.1 hereto.

The Company currently uses the office space

and equipment of its management at no cost.

The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accounting Fees and Services.

Raich Ende Malter & Co.

Company’s independent registered public accounting firm.

Set below are aggregate fees billed by Raich Ende Malter & Co.

LLP for professional services rendered for the years ended March 31, 2020 and 2019.

The fees for the audit services billed

and to be billed by Raich Ende Malter & Co.

LLP for the years ended March 31, 2020 and 2019, amounted to $13,500 and $13,000

respectively.

Audit-Related Fees

There were no audit-related fees billed

by Raich Ende Malter & Co.

LLP for the years ended March 31, 2020 and 2019.

The fees for the tax services billed and

to be billed by Raich Ende Malter & Co.

LLP for professional services for tax compliance, tax advice, and tax planning for

the years ended March 31, 2020 and 2019, amounted to $0 and $2,000, respectively.

All Other Fees

There were no fees billed by Raich Ende

LLP for other products and services for the years ended March 31, 2020 and 2019.

Audit Committee’s Pre-Approval Process

The Company does not have a standing audit

committee or a committee performing similar functions.

Exhibits, Financial Statement

We have filed the following documents as

part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’

Statements of Cash Flows

Notes to Financial Statements

Financial Statement Schedules

All schedules have been omitted because

they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required

information is otherwise included.

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registration statement on Form 10 of the Company, filed with the U.S.