What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-28 compared with 2021-02-19 · 15 added, 360 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 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.

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.

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.

Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Market Information

Quotations on our common stock on the OTC Market Group’s OTCQB® Market quotation system (“OTCQB”) commenced under the ticker symbol “SMTK” in February 2022.

There was no trading of our common stock on the OTCQB or any other over-the-counter market prior to February 2022.

Holders of Record

As of March 14, 2022, there were 26,566,809 shares of our common stock outstanding which were held by 139 stockholders of record as reported by our transfer agent.

This number does not include beneficial owners whose shares are held in street name.

The actual number of holders of our Common Stock 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 or held by other nominees.

Dividend Policy

Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future.

Any future determination about the payment of dividends will be made at the discretion of our board of directors and will depend upon our earnings, if any, capital requirements, operating and financial conditions, contractual restrictions, including any loan or debt financing agreements, and on such other factors as our board of directors deems relevant.

In addition, we may enter into agreements in the future that could contain restrictions on payments of cash dividends.

We expect to use future earnings, if any, to fund business growth.

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

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.

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.

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.

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.

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

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

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.

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”

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 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

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:

filing Exchange Act reports, and

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.

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.

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

Our ability to continue as a going concern

is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations

and repay our liabilities arising from normal business operations when they come due.

Our ability to continue as a going concern

is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company.

Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related

party advances, however there is no assurance of additional funding being available.

The Company, as of December 31, 2020, had

$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.

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

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.

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.

On March 11, 2020, the World Health Organization

officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.”

A significant outbreak of COVID-19

and other infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of

all types, economies and financial markets worldwide.

The business of any potential target business with which we consummate a

business combination could be materially and adversely affected.

Furthermore, we may be unable to complete a business combination

if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the

target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a

timely manner.

The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which

are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and

the actions to contain COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global

concern continue for an extended period of time, our ability to consummate a business combination, or the operations of a target

business with which we ultimately consummate a business combination, may be materially adversely affected.

Liquidity and Capital Resources

As of December 31, 2020, the Company had

total assets equal to $8,441 comprised exclusively of cash.

The Company’s current liabilities as of December 31, 2020, totaled

$29,000 comprised of accounts payable and accrued expenses and amounts due under a note payable to a shareholder.

The Company can

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

The following is a summary of the Company’s

cash flows provided by (used in) operating and financing activities for the period May 13, 2020 (inception) to December 31, 2020:

Net Cash (Used In) Operating Activities

Net Cash Provided by Financing Activities

Net Change 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 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.

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.

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.

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.

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 May 13, 2020 (Inception) through December 31, 2020.

It is unlikely the Company will have any revenues unless it

is able to effect an acquisition or merger with an operating company, of which there can be no assurance.

It is management’s

assertion that these circumstances may hinder the Company’s ability to continue as a going concern.

The Company’s plan

of operations for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the period May 13, 2020 (inception)

to December 31, 2020, the Company had a net loss of $21,059 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.

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 December 31.

Quantitative and Qualitative

Disclosures about Market Risk.

As 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.

On November 29, 2021, the Company issued 12,500 shares of common stock at a value of $2.00 per share to a consultant.

Such issuance was exempt from registration under 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder.

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