MTTN

The Company was organized as a vehicle to investigate
and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.
The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The Company
has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. The Company’s
plan of operation for the remainder of the fiscal year and beyond such time shall be to continue its efforts to locate suitable acquisition
candidates. As of the date of this filing, the Company has not identified any specific milestones to be achieved by any specific date.

During the remainder of the fiscal year and beyond
such time, we anticipate incurring costs related to the filing of Exchange Act reports, and investigating, analyzing and consummating
an acquisition. We believe we will be able to meet these costs through the use of funds to be loaned by or invested in us by our stockholders,
management or other investors. Our management and stockholders have indicated their intent to advance funds on behalf of the Company as
needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements; however, there are no agreements
in effect between the Company and our management and stockholders specifically requiring that they provide any funds to the Company. As
a result, there are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as
needed.

The analysis of new business opportunities will
be undertaken by or under the supervision of the Company’s management. While the Company has limited assets and no revenues, the Company has unrestricted flexibility
in seeking, analyzing and participating in potential business opportunities in that it may seek out a target company in any type of business,
industry or geographical location. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds
of factors:

(a)
potential for growth, indicated by new technology, anticipated market expansion or new products;

(b)
competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

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(c)
strength and diversity of management, either in place or scheduled for recruitment;

(d)
capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e)
the cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

(f)
the extent to which the business opportunity can be advanced; and

(g)
the accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

In applying the foregoing criteria, no one of
which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable
investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover
or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that
possess greater financial, technical and managerial capabilities for identifying and completing business combinations.

In evaluating a prospective business combination,
we will conduct as extensive a due diligence review of potential targets as possible given the lack of information that may be available
regarding private companies and our limited personnel and financial resources. We expect that our due diligence will encompass, among
other things, meetings with the target business’s incumbent management, an inspection of its facilities, as necessary and a review
of financial and other information which is made available to us.

This due diligence review will be conducted either
by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or
other such professionals. As of the date of this filing, the Company has not specifically identified any third parties that it may engage.
The costs associated with hiring third parties as required to complete a business combination may be significant and are difficult to
determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination,
the location of the target company, and the size and complexity of the business of the target company.

While the Company does not intend to retain any
entity to act as a “finder”, the Company’s management, through its various contacts and affiliations with other entities,
including Montrose Capital Partners Limited (“Montrose Capital”), a privately held company that focuses on identifying public
markets venture capital investment opportunities in high growth early stage companies, may assist in making introductions to candidates
for a potential business combination. Montrose Capital is a sector agnostic privately held firm that 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, and may assist the Company with due diligence in the form of identifying a business combination target. A stockholder
and director and the sole officer of the Company, Ian Jacobs, is an associate of Montrose Capital. A stockholder and director of the Company,
Mark Tompkins, is an officer and principal owner of Montrose Capital. Except as described herein, there are currently no other agreements
or preliminary understandings between us and Montrose Capital.

Our limited funds and the lack of full-time management
will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate
a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis,
market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making
decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.

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The time and costs required to select and evaluate
a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The
amount of time it takes to complete a business combination, the location of the target company, and the size and complexity of the business
of the target company, whether current stockholders of the Company 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 are all factors that determine
the costs associated with completing a business combination transaction. The time and costs required to complete a business combination
can be estimated once a business combination target has been identified. Any costs incurred with respect to the evaluation of a prospective
business combination that is not ultimately completed will result in a loss to us.

Through information obtained from industry professionals
including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, the Company is aware that
there are hundreds of shell companies seeking a business combination target. As a result, the Company believes it is in a highly competitive
market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination.
We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions
of small private and public entities. Many established and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have
significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors
may reduce the likelihood of our identifying and consummating a successful business combination.

In addition, management is currently involved
with four other blank check companies (see Item 10 below) and may become associated with additional blank companies at any time in the
future. As a result, conflicts may arise during the pursuit of business combinations with such other blank check companies with which
our management is involved or may become involved with in the future if we and the other blank check companies that our officers and directors
are affiliated with desire to take advantage of the same business opportunity.

At this time, the Company has not identified any
specific factors or criteria that will be used to determine which entity will proceed with a proposed transaction in the event of a conflict
of interest and management reserves the right to use any such criteria as it determines to be relevant at the time a proposed transaction
is presented. However, in the event a conflict of interest arises in connection with the identification of a proposed business transaction,
the Company’s management and board of directors will use their reasonable judgment and intend to take all such actions as may be
required in order to satisfy their fiduciary duties. At this time, our management has not identified any specific conflicts of interests.

We presently have no employees apart from our
management. Our officer and directors are engaged in outside business activities and are employed on a full-time basis by other companies.
Our officer and directors will be dividing their time amongst these entities and anticipate that they will devote very limited time to
our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management
will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will
devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intend to spend as
much time as is necessary to exercise their fiduciary duties as an officer and/or director of the Company and believe that they will be
able to devote the time required to consummate a business combination transaction as necessary.

We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business combination. Because of the nature of our business, management
does not believe it is necessary for us to focus on any human capital measures or objectives in managing our business (such as measures
or objectives that address the development, attraction and retention of personnel).

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Form of Acquisition

The manner in which the Registrant participates
in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters
of the opportunity, and the relative negotiating strength of the Registrant and such promoters.

It is likely that the Registrant will acquire
its participation in a business opportunity through the issuance of its Common Stock or other securities of the Registrant, which could
result in substantial dilution to the equity of stockholders of the Registrant immediately prior to the consummation of a transaction.
Although the terms of any such transaction have not been identified and cannot be predicted, it is expected that any business combination
transaction the Company may enter into would be structured as a “tax free” reorganization. It should be noted that the criteria
for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended (the “Code”) depends upon the transaction meeting certain statutory and non-statutory requirements.
There are different types of statutory requirements for each type of tax-free reorganization and thus each transaction must be reviewed
carefully to determine its eligibility for a tax-free reorganization. One of the statutory requirements in a tax-free reorganization is
that at least a certain percentage of the total consideration in the transaction must be voting stock of the acquirer corporation. This
could result in substantial dilution to the equity of those who were stockholders of the Registrant prior to such reorganization. In addition,
post-transaction dispositions of the Registrant’s stock received as consideration could have implications for the tax-free nature
of the transaction in question. The Company does not intend to supply disclosure to stockholders concerning a target company prior to
the consummation of a business combination transaction, unless required by applicable law or regulation. In the event a proposed business
combination involves a change in a majority of the directors of the Company, the Company will file and provide to stockholders a Schedule
14F-1, which shall include, information concerning the target company, as required. The Company will file a current report on Form 8-K,
as required, within four business days of a business combination which results in the Company ceasing to be a shell company. This Form
8-K will include complete disclosure of the target company, including audited financial statements.

The present stockholders of the Registrant will
likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such
a transaction, all or a majority of the Registrant’s directors may resign, and one or more new directors may be appointed without
any vote by stockholders.

In the case of an acquisition, the transaction
may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory
merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the
approval of the holders of a majority of the outstanding securities. The necessity of obtaining such stockholder approval may result in
delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting
stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

The Company intends to search for a target for
a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms,
private equity funds, consultants and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependent
on whether any opportunities are presented by the sources that we contact. Due to our management’s affiliation with Montrose Capital,
we expect that Montrose Capital may be able to assist the Company in identifying a business combination target for us. We currently do
not have any agreements or preliminary agreements between us and any other entities including but not limited to Montrose Capital.

It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial cost for accountants, attorneys and others. The costs that will
be incurred are difficult to determine with any degree of specificity at this time, as such costs are expected to be dependent on factors
such as (1) the amount of time it takes to identify and complete a business combination transaction; (2) the location, size and complexity
of the business of the target company; (3) whether current stockholders of the Company will retain equity in the Company; (4) the scope
of the due diligence investigation required; (5) the involvement of the Company’s auditors in the transaction; (6) possible changes
in the Company’s capital structure in connection with the transaction; (7) and whether funds may be raised contemporaneously with
the transaction. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related
investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred. The Company has not
established a timeline with respect to the identification of a business combination target.

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Emerging Growth Company

The Company is an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act,
and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote
of stockholders on executive compensation and any golden parachute payments not previously approved.

The Company has elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay
the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards
apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with
public company effective dates.

We will remain an “emerging growth company”
for up to five years, although we will lose that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion
in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700
million as of the end of the second quarter of any fiscal year following the anniversary of the initial reporting.

To the extent that we continue to qualify as a
“smaller reporting company”, as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an
emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as
a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of
the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial
statements, instead of three years.

Shell Company Status

We are a “shell company” as defined
in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 12b-2 under the Exchange Act. The term
shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has no
or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of
any amount of cash and cash equivalents and nominal other assets.

Some of the consequences of being a shell company
are as follows:

●
Rule 145a under the Securities Act provides that any direct or indirect business combination of a reporting shell company (that is not a business combination related shell company as defined in Rule 405) involving another entity that is not a shell company is deemed to involve an offer, offer to sell, offer for sale, or sale within the meaning of section 2(a)(3) of the Securities Act of securities to the reporting shell company’s existing shareholders. Where Rule 145a applies, that deemed offer and sale would need to be registered under the Securities Act, unless there is an applicable exemption. However, as the Company currently has only two shareholders, both of whom are and are anticipated to continue to be “accredited investors” within the meaning of Rule 501 under the Securities Act, we anticipate that any such deemed offer and sale to them will be exempt from registration under the Securities Act under Rule 506(b) thereunder.

●
The applicable rules of the SEC prohibit the use of Form S-8 under the Securities Act (for registration of securities of the registrant to be offered under employee benefit plans to its directors, officers, employees and consultants) by shell companies until 60 days after the registrant ceases to be a shell company.

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●
Form 8-K under the Exchange Act requires a shell company (other than a business combination related shell company) that is reporting an acquisition of a business or change of control that causes it to cease being a shell company to disclose the same information, giving effect to the transaction, that it would be required to provide in registering a class of securities under the Exchange Act, including financial statements and pro forma financial information of an acquired business (a so-called “Super 8-K”) within four business days after completing the transaction. We anticipate filing such a Super 8-K upon completing a prospective business combination.

●
Rule 15-01 of Regulation S-X provides for specific financial statement requirements applicable to acquisitions involving shell companies (other than business combination related shell companies).

●
Pursuant to Rule 144(i) “restricted” securities (generally, securities acquired directly or indirectly from the issuer, or from an affiliate of the issuer, in a transaction or chain of transactions not involving any public offering) and “control” securities (generally, securities held by an affiliate of the issuer) issued by a current or former shell company that otherwise meet the holding period and other requirements for resale under Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the issuer (a) is no longer a shell company and (b) has filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it is no longer a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months, other than Form 8-K reports. As a result, restrictive legends on certificates or book-entry positions for our shares that are “restricted” or “control” securities cannot be removed except in connection with (i) an actual sale meeting the foregoing requirements or (ii) pursuant to an effective registration statement. We anticipate that the Super 8-K that we would file upon completing a prospective business combination would contain the required current “Form 10 information.”

Blank Check Company

We are a “blank check company” as
defined under Rule 419 of the Securities Act, as amended. Rule 419 imposes certain restrictive requirements on offerings of securities
by blank check companies. However, we have no present intention of engaging in an offering of our securities that would be subject to
Rule 419 while we remain a blank check company. We anticipate raising funds through an offering of our securities only upon completion
of a business combination as a result of which we would no longer be a blank check company. Therefore, we do not anticipate that the provisions
of Rule 419 will deter a potential target company from entering into a business combination transaction with us.