Greentech Innovations, Inc 10-Q for FY2021 Q2
Greentech Innovations, Inc. (GTIC)
About this 10-Q
Greentech Innovations, Inc filed this 10-Q on December 17, 2020, covering the quarter ended November 30, 2020 (FY2021 Q2).
Headline figures
Quarter ended November 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $18.34K
- compared with a net loss of $16.68K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended November 30, 2020 |
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| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from _________ to _________ |
Commission File Number 333-190658
| Startech Labs, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| N/A |
| (State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
| 244 Madison Avenue, New York City, NY |
| 10016-2817 |
| (Address of principal executive offices) |
| (Zip Code) |
(802) 255-4212
(Registrant’s telephone number, including area code)
____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ YES ☒ NO
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ YES ☒ NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
60,648,433 common stock issued and outstanding as of December 15, 2020
| Table of Contents |
TABLE OF CONTENTS
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| 3 |
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| Management s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
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| Table of Contents |
PART I - FINANCIAL INFORMATION
STARTECH LABS, INC.
BALANCE SHEETS
(Unaudited)
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| November 30, |
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| May 31, |
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| 2020 |
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| 2020 |
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| ASSETS |
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| Current Assets |
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| Total Assets |
| $ | - |
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| $ | - |
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| LIABILITIES AND STOCKHOLDERS' DEFICIT |
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| Current Liabilities |
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| Accounts payable and accrued liabilities |
| $ | 300 |
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| $ | 4,225 |
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| Accrued interest |
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| 36,490 |
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| 23,986 |
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| Convertible notes |
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| 126,702 |
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| 113,670 |
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| Total Current Liabilities |
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| 163,492 |
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| 141,881 |
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| Total Liabilities |
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| 163,492 |
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| 141,881 |
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| STOCKHOLDERS' DEFICIT |
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| Common Stock: $0.001 par value, 75,000,000 shares authorized, 60,648,433 shares and 55,148,433 issued and outstanding, respectively |
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| 60,648 |
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| 55,148 |
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| Additional paid-in capital |
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| 38,651,922 |
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| 38,622,389 |
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| Accumulated deficit |
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| (38,876,062 | ) |
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| (38,819,418 | ) |
| Total Stockholders' Deficit |
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| (163,492 | ) |
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| (141,881 | ) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | - |
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| $ | - |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
| Table of Contents |
STARTECH LABS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
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| For the Three Months Ended |
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| For the Six Months Ended |
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| November 30, |
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| November 30, |
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| November 30, |
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| 2020 |
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| 2019 |
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| 2019 |
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| Operating Expenses |
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| General and administration |
| $ | 450 |
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| $ | 1,450 |
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| $ | 900 |
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| $ | 1,900 |
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| Professional |
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| 3,750 |
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| 5,529 |
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| 19,208 |
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| 19,222 |
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| Total operating expenses |
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| 4,200 |
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| 6,979 |
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| 20,108 |
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| 21,122 |
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| Net loss from operations |
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| (4,200 | ) |
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| (6,979 | ) |
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| (20,108 | ) |
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| (21,122 | ) |
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| Other expense |
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| Interest expense |
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| (14,139 | ) |
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| (9,705 | ) |
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| (36,536 | ) |
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| (60,681 | ) |
| Total other expense |
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| (14,139 | ) |
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| (9,705 | ) |
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| (36,536 | ) |
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| (60,681 | ) |
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| Net loss before taxes |
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| (18,339 | ) |
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| (16,684 | ) |
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| (56,644 | ) |
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| (81,803 | ) |
| Provision for income taxes |
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| - |
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| - |
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| - |
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| - |
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| Net loss |
| $ | (18,339 | ) |
| $ | (16,684 | ) |
| $ | (56,644 | ) |
| $ | (81,803 | ) |
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| Net Loss Per Common Share – Basic and Diluted |
| $ | (0.00 | ) |
| $ | (0.11 | ) |
| $ | (0.00 | ) |
| $ | (0.55 | ) |
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| Weighted Average Common Shares Outstanding |
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| 60,648,433 |
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| 148,433 |
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| 60,648,433 |
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| 148,433 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
| Table of Contents |
STARTECH LABS, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2020 AND 2019
(Unaudited)
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| Additional |
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| Common stock |
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| paid-in |
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| Accumulated |
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| Shares |
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| Amount |
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| capital |
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| Deficit |
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| Total |
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| Balance, May 31, 2020 |
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| 55,148,433 |
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| $ | 55,148 |
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| $ | 38,622,389 |
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| $ | (38,819,418 | ) |
| $ | (141,881 | ) |
| Beneficial conversion feature |
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| - |
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| - |
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| 16,632 |
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| - |
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| 16,632 |
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| Common shares issued for repayment of convertible notes |
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| 5,500,000 |
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| 5,500 |
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| 5,500 |
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| - |
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| 11,000 |
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| Net loss for the period |
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| - |
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| - |
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| - |
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| (38,305 | ) |
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| (38,305 | ) |
| Balance, August 31, 2020 |
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| 60,648,433 |
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| $ | 60,648 |
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| $ | 38,644,521 |
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| $ | (38,857,723 | ) |
| $ | (152,554 | ) |
| Beneficial conversion feature |
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| - |
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| - |
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| 7,401 |
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| - |
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| 7,401 |
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| Net loss for the period |
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| - |
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| (18,339 | ) |
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| (18,339 | ) |
| Balance, November 30, 2020 |
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| 60,648,433 |
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| $ | 60,648 |
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| $ | 38,651,922 |
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| $ | (38,876,062 | ) |
| $ | (163,492 | ) |
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| Additional |
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| Common stock |
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| paid-in |
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| Accumulated |
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| Shares |
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| Amount |
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| capital |
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| Deficit |
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| Total |
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| Balance, May 31, 2019 |
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| 148,433 |
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| $ | 148 |
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| $ | 71,465 |
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| $ | (157,219 | ) |
| $ | (85,606 | ) |
| Beneficial conversion feature |
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| - |
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| - |
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| 45,746 |
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| - |
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| 45,746 |
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| Net loss for the period |
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| - |
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| - |
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| - |
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| (65,119 | ) |
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| (65,119 | ) |
| Balance, August 31, 2019 |
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| 148,433 |
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| $ | 148 |
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| $ | 117,211 |
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| $ | (222,338 | ) |
| $ | (104,979 | ) |
| Beneficial conversion feature |
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| - |
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| - |
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| 8,788 |
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| - |
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| 8,788 |
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| Net loss for the period |
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| - |
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| - |
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| - |
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| (16,684 | ) |
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| (16,684 | ) |
| Balance, November 30, 2019 |
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| 148,433 |
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| $ | 148 |
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| $ | 125,999 |
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| $ | (239,022 | ) |
| $ | (112,875 | ) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
| Table of Contents |
STARTECH LABS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
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| For the Six Months Ended |
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| November 30, |
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| 2020 |
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| Cash Flows from Operating Activities: |
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| Net loss |
| $ | (56,644 | ) |
| $ | (81,803 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Amortization of debt discount |
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| 24,032 |
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| 54,534 |
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| Changes in operating assets and liabilities: |
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| Accounts payable |
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| (3,925 | ) |
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| (2,383 | ) |
| Accrued interest |
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| 12,504 |
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| 6,147 |
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| Net Cash Used in Operating Activities |
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| (24,033 | ) |
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| (23,505 | ) |
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| Cash Flows from Financing Activities: |
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| Proceeds from issuance of convertible notes |
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| 24,033 |
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| 23,505 |
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| Net Cash Provided by Financing Activities |
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| 24,033 |
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| 23,505 |
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| Net Change in Cash and Cash Equivalents |
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| - |
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| - |
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| Cash and Cash Equivalents, beginning of period |
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| - |
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| - |
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| Cash and Cash Equivalents, end of period |
| $ | - |
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| $ | - |
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| Supplemental Disclosure Information: |
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| Cash paid for interest |
| $ | - |
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| $ | - |
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| Cash paid for taxes |
| $ | - |
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| $ | - |
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| Non-Cash Disclosure: |
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| Beneficial conversion feature |
| $ | 24,033 |
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| $ | 54,534 |
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| Issuance of common shares for repayment of convertible notes |
| $ | 11,000 |
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| $ | - |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
| Table of Contents |
STARTECH LABS, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization, Nature of Business and Trade Name
UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.
The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps.
On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.
Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.
On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.
Disposal of business
On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.
The company is currently evaluating future business opportunities.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of Startech Labs, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.
In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of November 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended November 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2020 filed with the SEC on August 21, 2020.
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| Table of Contents |
Use of Estimates
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.
For the six months ended November 30, 2020 and November 30, 2019, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
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| November 30, 2020 |
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| November 30, 2019 |
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| (Shares) |
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| (Shares) |
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| Convertible notes payable |
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| 45,048,982 |
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| 8,210,682 |
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Fair Value of Financial Instruments
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
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| Table of Contents |
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.
As of November 30, 2020, and May 31, 2020, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.
Recent Accounting Pronouncements
Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The Company has incurred net losses since inception on April 20, 2013 through November 30, 2020 totaling $38,876,062 and has negative working capital at November 30, 2020. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
In the past year, the Company funded operations by using cash proceeds received through related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.
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| Table of Contents |
NOTE 4 – COMMON STOCK
The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.
On June 26, 2019, a majority of our stockholders and our board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The reverse stock split became effective on July 17, 2019. The reverse stock split has been retrospectively reflected in the financial statements for the year ended May 31, 2019.
On March 9, 2020, the Company issued 55,000,000 shares of restricted common stock valued at $38,500,000 based on stock trading price at $0.70 per share to the Company’s Chief Executive Officer as compensation for the payment of the salary for the year 2019.
On June 1, 2020, the Company issued 5,500,000 shares of common stock valued at $5,500,000 based on stock trading price at $1.00 per share for the partial repayment of convertible notes at aggregated principal amount of $11,000.
As of November 30, 2020, and May 31, 2020, 60,648,433 shares and 55,148,433 shares of common stock were issued and outstanding, respectively.
NOTE 5 – RELATED PARTY TRANSACTIONS
On June 1, 2019, the Company issued convertible notes to three un-affiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.01 per share for the Company common stock.
NOTE 6 – CONVERTIBLE NOTES
|
|
| November 30, |
|
| May 31, |
| ||
|
|
| 2020 |
|
| 2020 |
| ||
| Convertible Notes - June 2019 |
| $ | 56,859 |
|
| $ | 56,859 |
|
| Convertible Notes - August 2019 |
|
| 14,716 |
|
|
| 14,716 |
|
| Convertible Notes - November 2019 |
|
| 8,789 |
|
|
| 8,789 |
|
| Convertible Notes - February 2020 |
|
| 18,956 |
|
|
| 29,956 |
|
| Convertible Notes - May 2020 |
|
| 3,350 |
|
|
| 3,350 |
|
| Convertible Notes - August 2020 |
|
| 16,632 |
|
|
| - |
|
| Convertible Notes - November 2020 |
|
| 7,400 |
|
|
| - |
|
|
|
|
| 126,702 |
|
|
| 113,670 |
|
| Less current portion of convertible notes payable |
|
| (126,702 | ) |
|
| (113,670 | ) |
| Long-term convertible notes payable |
| $ | - |
|
| $ | - |
|
On June 1, 2019, the Company issued convertible notes to three unaffiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.01 per share for the Company common stock. The total debt discount from the beneficial conversion features of $81,859 was expensed upon issuance of the notes.
On August 31, 2019, the Company issued a convertible note to an unaffiliated party of $14,717 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note.
On November 30, 2019, the Company issued a convertible note to an unaffiliated party of $8,789 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $8,788 was expensed upon issuance of the note.
| 10 |
| Table of Contents |
On January 3, 2020, the Company amended a convertible note of $25,000 issued on June 1, 2019. The amended convertible note is due on demand, bear interest at 5% per annum and are convertible at $0.002 per share for the Company common stock. On February 17, 2020, the note holder of the amended convertible note sold the note to two unaffiliated parties. On June 1, 2020, principal of $11,000 from the convertible notes was converted for 5,500,000 shares of common stock.
On February 29, 2020, the Company issued a convertible note to an unaffiliated party of $4,956 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $4,956 was expensed upon issuance of the note.
On May 31, 2020, the Company issued a convertible note to an unaffiliated party of $3,350 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $3,350 was expensed upon issuance of the note.
On August 31, 2020, the Company issued a convertible note to an unaffiliated party of $16,632 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $16,632 was expensed upon issuance of the note.
On November 30, 2020, the Company issued a convertible note to an unaffiliated party of $7,400 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $7,400 was expensed upon issuance of the note.
During the six months ended November 30, 2020 and November 30, 2019, the Company incurred note interest expense of $12,503 and $6,147, respectively.
As of November 30, 2020, and May 31, 2020, the convertible notes payable was $126,702 and $113,670, respectively, and accrued note interest payable was $36,490 and $23,986, respectively.
NOTE 7– SUBSEQUENT EVENT
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the November 30, 2020 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
| 11 |
| Table of Contents |
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our company”, mean Startech Labs, Inc., a Nevada corporation, unless otherwise indicated.
Overview
We were incorporated in the State of Nevada on April 20, 2013 under the name UpperSolution.com with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.
On January 10, 2018, our company, Analog Nest Technologies, Inc. (“Analog Nest”) and the shareholders of Analog (the “Analog Nest Shareholders”) closed a transaction pursuant a share exchange agreement dated January 10, 2018, whereby our company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock our company issued 100,000 shares of our common stock to the Analog Nest Shareholders.
Analog Nest was incorporated in the State of Nevada on September 8, 2017 as a mobile application (“app”) company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms. In December 2017, Analog Nest acquired the following apps: Old Fart Booth, Old Fart Booth Pro, Ugly Face Booth, Ugly Santa Booth, Baldy – Bald Photo Booth, Fatty – Make Funny Fat Faces, Slender Man Scary Prank, Anime Booth, Anime Booth Free, Minecart Mayhem, Pimp My Pet, Pimp My Dog, Cavity Detector – Scary Prank, Mustacher, Alex From Target, A Farm Animal Salon, Mustacher Pro, Pimp My Cat, and Animal Dress Up Salon.
On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.
We have not declared bankruptcy, been involved in receivership or any similar proceeding.
Our office is located at 244 Madison Avenue, New York, NY 10016-2817 and our telephone number is (802) 255-4212. We do not own any property and we do not have a corporate website.
Our Current Business
We are in the business of the creation and development of utility/entertainment apps for Google’s Android and Apple’s iOS platforms, through our wholly owned subsidiary, Analog Nest.
Product Lines
Analog Nest operates primarily in the computer/software applications industry and specifically in the development of Android and iOS apps for mobile devices. In the past five years the number of total apps on the Google Play Store has increased from around 200,000 in 2011 to around 1.6 million in 2015 and currently about 2 million apps in the Apple’s App store as well. The Google Play Store and Apple’s App Store are generally referred to herein as an “App Store”.
| 12 |
| Table of Contents |
Analog Nest generates revenue from selling certain apps in the App Stores and from displaying advertisements in certain applications. Approximately eighty percent (80%) of Analog Nest revenue is generated from the sales of Apps and the remaining revenue comes for advertising.
Results of Operations
The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months and six ended November 30, 2020 and November 30, 2019.
Three months ending November 30, 2020 compared to three months ending November 30, 2019:
|
|
| For the Three Months Ended |
|
|
|
|
|
| ||||||||
|
|
| November 30, |
|
| November 30, |
|
|
|
|
|
| |||||
|
|
| 2020 |
|
| 2019 |
|
| Change |
|
| % |
| ||||
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| General and administrative expenses |
| $ | 450 |
|
| $ | 1,450 |
|
| $ | (1,000 | ) |
| (69 | )% | |
| Professional fees |
|
| 3,750 |
|
|
| 5,529 |
|
|
| (1,779 | ) |
| (32 | )% | |
| Other expense |
|
| 14,139 |
|
|
| 9,705 |
|
|
| 4,434 |
|
|
| 46 | % |
| Net Loss |
| $ | (18,339 | ) |
| $ | (16,684 | ) |
| $ | (1,655 | ) |
|
| 10 | % |
Operating expense
Operating expenses for three months ended November 30, 2020 included general and administrative expenses of $450 and professional fees of $3,750. Operating expenses for three months ended November 30, 2019 included general and administrative expenses of $1,450 and professional fees of $5,529.
Other expense
Other expense for three months ended November 30, 2020 included convertible note discount amortization of $7,400 and convertible note interest expense of $6,738. Other expense for three months ended November 30, 2019 included convertible note discount amortization of $8,788 and convertible note interest expense of $917
Net loss
Net loss totaled $18,339 for the three months ended November 30, 2020, compared to a net loss for the three months ended November 30, 2019 of $16,684. The increase in net loss was due to the increase in convertible note interest expense.
Six months ending November 30, 2020 compared to six months ending November 30, 2019:
|
|
| For the Six Months Ended |
|
|
|
|
|
| ||||||||
|
|
| November 30, |
|
| November 30, |
|
|
|
|
|
| |||||
|
|
| 2020 |
|
| 2019 |
|
| Change |
|
| % |
| ||||
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| General and administrative expenses |
| $ | 900 |
|
| $ | 1,900 |
|
| $ | (1,000 | ) |
|
| (53 | )% |
| Professional fees |
|
| 19,208 |
|
|
| 19,222 |
|
|
| (14 | ) |
|
| (0 | )% |
| Other expense |
|
| 36,536 |
|
|
| 60,681 |
|
|
| (24,145 | ) |
|
| (40 | )% |
| Net Loss |
| $ | (56,644 | ) |
| $ | (81,803 | ) |
| $ | 25,159 |
|
|
| (31 | )% |
Operating expense
Operating expenses for six months ended November 30, 2020 included general and administrative expenses of $900 and professional fees of $19,208. Operating expenses for six months ended November 30, 2019 included general and administrative expenses of $1,900 and professional fees of $19,222.
| 13 |
| Table of Contents |
Other expense
Other expense for six months ended November 30, 2020 included convertible note discount amortization of $24,033 and convertible note interest expense of $12,503. Other expense for six months ended November 30, 2019 included convertible note discount amortization of $54,534 and convertible note interest expense of $6,147.
Net loss
Net loss totaled $56,644 for the six months ended November 30, 2020, compared to a net loss for the six months ended November 30, 2019 of $81,803. The decrease in net loss was mainly due to the decrease in convertible note discount amortization.
Liquidity and Capital Resources
Working Capital
|
|
| November 30, |
|
| May 31, |
|
|
|
| |||
|
|
| 2020 |
|
| 2020 |
|
| Change |
| |||
| Current Assets |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| Current Liabilities |
| $ | 163,492 |
|
| $ | 141,881 |
|
| $ | 21,611 |
|
| Working Capital Deficiency |
| $ | (163,492 | ) |
| $ | (141,881 | ) |
| $ | (21,611 | ) |
The increase in working capital deficiency during the six months ended November 30, 2020 was primarily a result of an increase of convertible notes and accrued interest payable.
|
|
| For the Six Months Ended |
| |||||
|
|
| November 30, |
|
| November 30, |
| ||
|
|
| 2020 |
|
| 2019 |
| ||
| Cash Flows used in Operating Activities |
| $ | (24,033 | ) |
| $ | (23,505 | ) |
| Cash Flows used in Investing Activities |
|
| - |
|
|
| - |
|
| Cash Flows from Financing Activities |
|
| 24,033 |
|
|
| 23,505 |
|
| Net Change in Cash and Cash Equivalents |
| $ | - |
|
| $ | - |
|
Cash Flows
Cash Flow from Operating Activities
During the six months ended November 30, 2020, our company used $24,033 in cash from operating activities, compared to $23,505 cash used in operating activities during the six months ended November 30, 2019.
The cash used from operating activities for the six months ended November 30, 2020 was attributed to a net loss of $56,644, reduced by amortization of debt discount of $24,032 and changes in operating assets and liabilities of $8,579.
The cash used from operating activities for the six months ended November 30, 2019 was attributed to a net loss of $81,803, reduced by amortization of debt discount of $54,534 and changes in operating assets and liabilities of $3,764.
Cash Flow from Investing Activities
During the six months ended November 30, 2020 and November 30, 2019, our company did not use any cash in investing activities.
| 14 |
| Table of Contents |
Cash Flow from Financing Activities
During the six months ended November 30,2020, our company received $24,033 and $23,505 from the issuance of convertible notes, respectively.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Going Concern
We have incurred net loss since our inception on April 20, 2013 through November 30, 2020 totaling $38,876,062 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended May 31, 2020 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation Of Disclosure Controls And Procedures
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of November 30, 2020, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, our President (our Principal Executive Officer and Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of November 30, 2020, our company’s disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.
| 15 |
| Table of Contents |
Management’s Report On Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
|
| • | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; |
|
|
|
|
|
| • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and |
|
|
|
|
|
| • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements. |
Management assessed the effectiveness of our internal control over financial reporting as of November 30, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.
Our management concluded that, as of November 30, 2020, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.
This quarterly report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to rules of the SEC that permit our company to provide only management’s report in this quarterly report.
Changes In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended August 31, 2020 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
| 16 |
| Table of Contents |
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
On November 30, 2020, the Company issued a convertible note to an unaffiliated party of $7,400 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.001 per share for the Company common stock. The debt discount from the beneficial conversion of $7,400 was expensed upon issuance of the note.
| 17 |
| Table of Contents |
| INCORPORATED BY REFERENCE | ||||||||
| EXHIBIT NUMBER | Exhibit Description | Form |
| Exhibit |
| Filing Date | ||
| (3) | (i) Articles of Incorporation, (ii) Bylaws | |||||||
| 10-K | 3.1 | August 21, 2019 | ||||||
| S-1 | 3.2 | August 16, 2013 | ||||||
| 10-K | 3.3 | August 21, 2019 | ||||||
| (31) | (i) Rule 13a-14(a)/15d-14(a) Certifications, (ii) Rule 13a-14/15d-14 Certifications | |||||||
| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer | ||||||||
| (32) | Section 1350 Certifications | |||||||
| Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | ||||||||
| (100) | Interactive Data File | |||||||
| 101.INS** | XBRL Instance Document | |||||||
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
_________
*Filed herewith.
**Furnished herewith.
| 18 |
| Table of Contents |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STARTECH LABS, INC. | |||
| (Registrant) | |||
| Dated: December 17, 2020 | /s/ Kevin So | ||
| Kevin So | |||
| President, Chief Executive Officer, Secretary and Director | |||
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| 19 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin So, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Startech Labs, Inc.; |
|
|
|
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
|
|
|
|
|
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: December 17, 2020
| /s/ Kevin So |
|
| Kevin So |
|
| President, Chief Executive Officer, Secretary and Director |
|
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin So, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Quarterly Report on Form 10-Q of Startech Labs, Inc. for the period ended November 30, 2020 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Startech Labs, Inc. |
| Dated: December 17, 2020 |
| /s/ Kevin So |
|
|
|
| Kevin So |
|
|
|
| President, Chief Executive Officer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
|
|
| Startech Labs, Inc. |
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Startech Labs, Inc. and will be retained by Startech Labs, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.