Lucent, Inc 10-Q/A for FY2020 Q1
Lucent, Inc. (LUCN)
About this 10-Q/A
Lucent, Inc filed this 10-Q/A on December 1, 2020, covering the quarter ended March 31, 2020 (FY2020 Q1).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A-1
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended March 31, 2020 |
Or
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from __________ to __________ |
Commission File Number: 333-222880
TIPMEFAST, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 7373 | 83-4057513 |
(State or other jurisdiction of incorporation or organization) |
(Primary standard industrial classification code number) |
(IRS employer identification number) |
Raid Chalil
HaShnura St 1
ZihronYa’akow, Isreal
972-373-70057
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Elaine Dowling, Esq.
EAD Law Group, LLC
8275 S. Eastern Ave #20
Las Vegas, NV 891123
ead@eadlawgroup.com
702-724-2636
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Elaine Dowling, Esq.
EAD Law Group, LLC
8275 S. Eastern Ave #20
Las Vegas, NV 891123
ead@eadlawgroup.com
702-724-2636
Securities registered pursuant to Section 12(b) of the Act: None
| Tile of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 [ X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [x] |
| 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 [X] No []
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 28, 2020 is 5,600,000 shares.
1
TIPMEFAST, INC.
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 3 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 6 |
| Item 4. | Controls and Procedures | 6 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 7 |
| Item 1A. | Risk Factors | 7 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 |
| Item 3. | Defaults Upon Senior Securities | 7 |
| Item 4. | Mine Safety Disclosures | 7 |
| Item 5. | Other Information | 7 |
| Item 6. | Exhibits | 7 |
| Signature | 8 |
2
TIPMEFAST, INC.
PART I — FINANCIAL INFORMATION
| Item 1. Financial Statements | |
| INDEX TO UNAUDITED FINANCIAL STATEMENTS | PAGE |
| Balance Sheet at March 31, 2020 (Unaudited) and December 31, 2019 (Restated) | F-1 |
| Statement of Operations for the three months period ended March 31, 2020 and 2019 (Unaudited) (Restated) | F-2 |
| Statement of Statement of Stockholders’ Equity for the three months ended March 31, 2020 and 2019 (Unaudited) | F-3 |
| Statement of Cash Flows for the three months period ended March 31, 2020 and 2019 (Unaudited) (Restated) | F-4 |
| Notes to Financial Statements (Unaudited) | F-5 |
3
| TIPMEFAST, INC. | ||||||||
| Restated Balance Sheet | ||||||||
| March 31, | December 31, | |||||||
| 2020 | 2019 | |||||||
| (Unaudited) | ||||||||
| (Restated) | (Restated) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash held in trust | $ | 42,030 | $ | 43,880 | ||||
| Total Current Assets | 42,030 | 43,880 | ||||||
| Total Assets | $ | 42,030 | $ | 43,880 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 7,900 | $ | 7,900 | ||||
| Accrued expenses | 1,975 | — | ||||||
| Total current liabilities | 9,875 | 7,900 | ||||||
| Total Liabilities | $ | 9,875 | $ | 7,900 | ||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Common stock: $0.001 par value, 75,000,000 shares authorized, 5,600,000 and 5,600,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively. | 5,600 | 5,600 | ||||||
| Additional paid-in capital | 80,415 | 80,415 | ||||||
| Accumulated deficit | (53,860 | ) | (50,035 | ) | ||||
| Total stockholders’ equity | 32,155 | 35,980 | ||||||
| Total liabilities and stockholders' deficit | $ | 42,030 | $ | 43,880 | ||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
F-1
| TIPMEFAST, INC. | ||||||||
| Restated Statement of Operations | ||||||||
| (Unaudited) | ||||||||
| For the three months ended March 31, 2020 | For the three months ended March 31, 2019 | |||||||
| (Restated) | ||||||||
| REVENUE: | $ | — | $ | — | ||||
| EXPENSES: | ||||||||
| General and administrative | 1,975 | 1,948 | ||||||
| Professional fees | 1,850 | 1,750 | ||||||
| Total expenses | $ | 3,825 | $ | 3,698 | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest Income | — | — | ||||||
| Total other income (expense) | — | — | ||||||
| NET LOSS | $ | (3,825 | ) | $ | (3,698 | ) | ||
| Net loss per common share - basic | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average of common shares outstanding - basic | 5,600,000 | 4,615,313 | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
F-2
| TIPMEFAST, INC. | ||||||||||||||||||||||||
| Statement of Stockholders’ Equity | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||
| For the three months ended March 31, 2019 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-in | Subscription | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Received | Deficit | Deficit | |||||||||||||||||||
| Balance at December 31, 2018 | 4,170,000 | $ | 4,170 | $ | 46,080 | $ | — | $ | (22,670 | ) | $ | 27,580 | ||||||||||||
| Issuance of common stock for cash | 1,430,000 | 1,430 | 34,320 | 35 | 35,785 | |||||||||||||||||||
| Net loss for three months ended March 31, 2019 | — | — | — | — | (3,698 | ) | (3,698 | ) | ||||||||||||||||
| Balance at March 31, 2019 | 5,600,000 | $ | 5,600 | $ | 80,400 | $ | 35 | $ | (26,368 | ) | $ | 59,667 | ||||||||||||
| TIPMEFAST, INC. | ||||||||||||||||||||||||
| Restated Statement of Stockholders’ Equity | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||
| For the three months ended March 31, 2020 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-in | Subscription | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Received | Deficit | Deficit | |||||||||||||||||||
| Balance at December 31, 2019 | 5,600,000 | $ | 5,600 | $ | 80,415 | $ | — | $ | (50,035 | ) | $ | 35,980 | ||||||||||||
| Net loss for three months ended March 31, 2020 | — | — | — | — | (3,825 | ) | (3,825 | ) | ||||||||||||||||
| Balance at March 31, 2020 | 5,600,000 | $ | 5,600 | $ | 80,415 | $ | — | $ | (53,860 | ) | $ | 32,155 | ||||||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||||||||||
F-3
| TIPMEFAST, INC. | ||||||||
| Restated Statement of Cash Flows | ||||||||
| (Unaudited) | ||||||||
| For the three months ended March 31, 2020 | For the three months ended March 31, 2019 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| (Restated) | ||||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | (3,825 | ) | $ | (3,698 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Increase (decrease) in accrued expenses | 1,975 | 1,948 | ||||||
| — | ||||||||
| Net cash used in operating activities | $ | (1,850 | ) | $ | (1,750 | ) | ||
| Cash flows from Financing Activities: | ||||||||
| Proceeds from subscription for common stock | — | 35 | ||||||
| Proceeds from issuance of common stock | — | 35,750 | ||||||
| Net cash provided by financing activities | $ | — | $ | 35,785 | ||||
| Net increase in cash, cash equivalents, and restricted cash | (1,850 | ) | 34,035 | |||||
| Cash, cash equivalents, and restricted cash at beginning of year | 43,880 | 34,480 | ||||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 42,030 | $ | 69,515 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | — | $ | — | ||||
| Cash paid for income taxes | $ | — | $ | — | ||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
F-4
TIPMEFAST, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2020
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
TipMeFast, Inc. (“the Company”, “we”, “us” or “our”) was incorporated on December 5, 2017 in the State of Nevada. The Company was created to be the simplest way to get paid or pay anyone from a mobile device. With this application you can pay a bartender, barista, server, musician, valet attendant, concierge, traveling pet groomer, nail technician or pool service but have no cash. The Company is a solution to pay and to get paid without exchanging personal information.
Our executive offices are located at HaShmura St. 1, ZihronYa’akov, Isreal
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a development-stage company, the Company had no revenues and incurred losses as of March 31, 2020. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The results for the three months ended March 31, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2020 and for the related periods presented.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three months ended March 31, 2020.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $42,030 of cash as at March 31, 2020.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
F-5
Revenue Recognition
The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash approximates its fair value due to its short-term maturity.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is antidilutive. There were no potentially dilutive debt or equity instruments issued or outstanding as of March 31, 2020.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of March 31, 2020, there were no differences between our comprehensive loss and net loss.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
F-6
NOTE 4 – STOCKHOLDERS’ EQUITY
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On December 5, 2017, the company issued a total of 3,000,000 common shares to its founder for a cash contribution of $21,000.
During the quarter ended December 31, 2018, the company issued a total of 1,170,000 common shares to various investors for cash proceeds of $29,250.
During the quarter ended March 31, 2019, the company issued a total of 1,430,000 common shares to various investors for cash proceeds of $35,750. In this shares issue, $35 was received in excess from an investor which has showed in subscription received in balance sheet. It was repaid to the investor subsequently.
There were 5,600,000 and 5,600,000 shares of common stock issued and outstanding as of March 31, 2020 and December 31, 2019 respectively.
NOTE 5 – RESTATEMENT
The following are previously recorded and restated balances as of December 31, 2019.
| TIPMEFAST, INC. | ||||||||||||
| Restated Balance Sheet | ||||||||||||
| (Audited) | ||||||||||||
| For the year ended December 31, 2019 | ||||||||||||
| (As Previously Reported) | (Restatement Adjustments) | (As Restated) | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash held in trust | $ | 43,880 | $ | — | $ | 43,880 | ||||||
| Total Current Assets | 43,880 | — | 43,880 | |||||||||
| Total Assets | $ | 43,880 | $ | — | $ | 43,880 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | $ | — | $ | 7,900 | $ | 7,900 | ||||||
| Total current liabilities | — | 7,900 | 7,900 | |||||||||
| Total Liabilities | $ | — | $ | 7,900 | $ | 7,900 | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||||||
| Common stock: $0.001 par value, 75,000,000 shares authorized, 5,600,000 shares issued and outstanding as of December 31, 2019 respectively. | 5,600 | — | 5,600 | |||||||||
| Additional paid-in capital | 80,415 | — | 80,415 | |||||||||
| Accumulated deficit | (42,135 | ) | (7,900 | ) | (50,035 | ) | ||||||
| Total stockholders’ equity | 43,880 | (7,900 | ) | 35,980 | ||||||||
| Total liabilities and stockholders' deficit | $ | 43,880 | $ | — | $ | 43,880 | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||
F-7
The following are previously recorded and restated balances as of March 31, 2020.
| TIPMEFAST, INC. | ||||||||||||
| Restated Balance Sheet | ||||||||||||
| March 31, 2020 | ||||||||||||
| (As Previously Reported) | (Restatement Adjustments) | (As Restated) | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash held in trust | $ | 42,030 | $ | — | $ | 42,030 | ||||||
| Total Current Assets | 42,030 | — | 42,030 | |||||||||
| Total Assets | $ | 42,030 | $ | — | $ | 42,030 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | 7,900 | — | 7,900 | |||||||||
| Accrued expenses | $ | — | $ | 1,975 | $ | 1,975 | ||||||
| Total current liabilities | 7,900 | 1,975 | 9,875 | |||||||||
| Total Liabilities | $ | 7,900 | $ | 1,975 | $ | 9,875 | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||||||
| Common stock: $0.001 par value, 75,000,000 shares authorized, 5,600,000 and 5,600,000 shares issued and outstanding as of March 31, 2020 . | 5,600 | — | 5,600 | |||||||||
| Additional paid-in capital | 80,415 | — | 80,415 | |||||||||
| Accumulated deficit | (51,885 | ) | (1,975 | ) | (53,860 | ) | ||||||
| Total stockholders’ equity | 34,130 | (1,975 | ) | 32,155 | ||||||||
| Total liabilities and stockholders' deficit | $ | 42,030 | $ | — | $ | 42,030 | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||
| TIPMEFAST, INC. | ||||||||||||
| Restated Statement of Operations | ||||||||||||
| (Unaudited) | ||||||||||||
| For the three months ended March 31, 2020 | ||||||||||||
| (As Previously Reported) | (Restatement Adjustments) | (As Restated) | ||||||||||
| REVENUE: | $ | — | $ | — | $ | — | ||||||
| EXPENSES: | ||||||||||||
| General and administrative | — | 1,975 | 1,975 | |||||||||
| Professional fees | 1,850 | — | 1,850 | |||||||||
| Total expenses | 1,850 | 1,975 | 3,825 | |||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||
| Interest Income | — | — | — | |||||||||
| Total other income (expense) | — | — | — | |||||||||
| NET LOSS | $ | (1,850 | ) | $ | (1,975 | ) | $ | (3,825 | ) | |||
| Net loss per common share - basic | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average of common shares outstanding - basic | 5,600,000 | 5,600,000 | 5,600,000 | |||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||
F-8
| TIPMEFAST, INC. | ||||||||||||
| Restated Statement of Cash Flows | ||||||||||||
| (Unaudited) | ||||||||||||
| For the three months ended March 31, 2020 | ||||||||||||
| (As Previously Reported) | (Restatement Adjustments) | (As Restated) | ||||||||||
| Cash Flows from Operating Activities: | ||||||||||||
| Net Loss | $ | (1,850 | ) | $ | (1,975 | ) | $ | (3,825 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Increase (decrease) in accrued expenses | — | 1,975 | 1,975 | |||||||||
| Net cash used in operating activities | $ | (1,850 | ) | $ | — | $ | (1,850 | ) | ||||
| Cash flows from Financing Activities: | ||||||||||||
| Proceeds from subscription for common stock | — | — | — | |||||||||
| Proceeds from issuance of common stock | — | — | — | |||||||||
| Net cash provided by financing activities | $ | — | $ | — | $ | — | ||||||
| Net increase in cash, cash equivalents, and restricted cash | (1,850 | ) | — | (1,850 | ) | |||||||
| Cash, cash equivalents, and restricted cash at beginning of year | 43,880 | — | 43,880 | |||||||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 42,030 | $ | — | $ | 42,030 | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for interest | $ | — | $ | — | $ | — | ||||||
| Cash paid for income taxes | $ | — | $ | — | $ | — | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||
NOTE 6 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after March 31, 2020 through November 28, 2020. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended March 31, 2020.
F-9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statement as of March 31, 2020, that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments.
Going Concern
The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about the Issuers ability to continue as a going concern.
Plan of Operation
Liquidity and Capital Resources
As of March 31, 2020, the company has $42,030 in total assets. These assets are in the form of cash held in trust $42,030 . As of March 31, 2020 the company has $9,875 in current liabilities and an accumulated deficit of $53,860. As of December 31, 2019, the company has $43,880 in total assets in the form of cash held in trust $43,880 and prepaid expenses $0. As of December 31, 2019, the company has $7,900 in current liabilities and an accumulated deficit of $50,035.
Net cash used in operating activities for the three months period ended March 31, 2020 and 2019 was $1,850 and $1,750 respectively. Cash flows from financing activities for the three months period ended March 31, 2020 and 2019 was $0 and $35,785 respectively.
We have no material commitments for the next twelve months. We will however require additional capital to meet our liquidity needs. Currently, the Company has determined that its anticipated monthly cash flow needs should not exceed of $6,000 per month for the first 6 months of 2019. Expenses are expected to increase marginally in the second half of 2019.
It is anticipated that the app can be completed and operational in approximately 6 months and a full marketing campaign in place within 3 months after that. In the even that the full proceeds of the offering are not raised, the timing of the rollout will be slowed as discussed above in Business.
The Company’s projected capital needs and its projected increase in expenses are based upon the Company’s projected roll-out of generating sites over the coming twelve months, however, in the event that the full offering proceeds are not raised, the Company would roll-out new of generating sites at a slower pace and/or focus its energies on the refinement of existing sites to maximum their productivity. The Company’s success does not depend on a scheduled roll-out and therefore it has flexibility to scale back its expenses to meet actual income.
We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. It is anticipated that the company will receive increasing revenues from operations in the coming year, however, since the Company has earned only nominal revenues to date, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming twelve months. The Issuer has no agreements or understandings for any of the above-listed financing options.
4
The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. As the Company’s expenses are relatively stable, unless additional sites are rolled out, the Company believes it can continue its present operations with projected revenues together with offering proceeds under any of the offering scenarios. The Company will consider raising additional funds through sales of equity, debt and convertible securities, if it is deemed necessary.
The Company has no intention in investing in short-term or long-term discretionary financial programs of any kind.
Results of Operations
Overview for the three months ended March 30, 2020 and 2019
Lack of Revenues
We have limited operational history. For the three months ended March 31, 2020 and 2019 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
Operating Expenses
The Company’s operating expenses for the three months ended March 31, 2020 and 2019 were $3,825 and $3,698 respectively. Operating expenses consisted of professional fees $1,850 and general and administrative expenses $1,975 for the three months ended March 31, 2020. Operating expenses consisted of professional fees $1,750 and general and administrative expenses $1,948 for the three months ended March 31, 2019.
Net Loss
During the three months ended March 31, 2020 and 2019 the Company recognized net losses of $3,825 and $3,698.
The company recorded a net loss of $53,860 for the period from inception on December 5, 2017 to March 31, 2020.
Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern. . Due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the Company’s revenue’s of recognized trends and uncertainties in our market will not be recognized until such time as the Company has had sufficient operations to provide a baseline.
Off-Balance Sheet Arrangements
We do not have any 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 are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Equipment, Furniture and Leasehold Improvements. Equipment, furniture and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives, ranging from three to seven years, or the life of the lease, as appropriate.
5
Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.
Revenue Recognition. The Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and (iv) collectability of the fees is reasonably assured.
Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. As of September 30, 2019 there were no share equivalents outstanding.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable to Smaller Reporting Companies.
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 March 31, 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 (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of a March 31, 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.
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 the 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 the Company are being made only in accordance with authorizations of management and directors of the Company; and |
| • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the 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 March 31, 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 March 31, 2020, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.
6
This quarterly report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual 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 first ended March 31, 2020 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal actions pending against us nor any legal actions contemplated by us at this time.
Item 1A. Risk Factors
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
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
Item 5. Other Information.
None
Item 6. Exhibits
| Exhibit 31.1 | - | Certification of Chief Executive Officer of TipMeFast, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Exhibit 31.2 | - | Certification of Chief Financial Officer of TipMeFast, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Exhibit 32.1 | - | Certification of Chief Executive Officer of TipMeFast, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. |
| Exhibit 32.2 | - | Certification of Chief Financial Officer of TipMeFast, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.
|
7
Signatures
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.
| TipMeFast, Inc.. | |
| Date : November 30, 2020 | By: /s/ Raid Chalil |
| Raid Chalil, President, Secretary, Treasurer, CEO, Principal Executive Officer, Chief Financial Officer, Director |
8
Exhibit 31.1
TipMeFast, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Raid Chalil, the Chief Executive Officer of TipMeFast, Inc., certify that:
1. I have reviewed the annual report on Form 10-Q/A-1 of TipMeFast, Inc., for the three months ended March 31, 2020;
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, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The issuer'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 for the issuer 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 issuer, 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) evaluated the effectiveness of the issuer'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
(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer'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 issuer's internal control over financial reporting.
Date: November 30, 2020
TipMeFast, Inc |
|
| By: /s/ Raid Chalil | |
| Raid Chalil, | |
| Chief Executive Officer | |
Exhibit 31.2
TipMeFast, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Raid Chalil, the Chief Financial Officer of TipMeFast, Inc., certify that:
1. I have reviewed the annual report on Form 10-Q/A-1 of TipMeFast, Inc., for the three months ended March 31, 2020;
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, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The issuer'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 for the issuer 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 issuer, 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) evaluated the effectiveness of the issuer'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
(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer'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 issuer's internal control over financial reporting.
Date: November 30, 2020
TipMeFast, Inc. |
|
| By: /s/ Raid Chalil | |
| Raid Chalil, | |
| Chief Financial Officer | |
Exhibit 32.1
TipMeFast, Inc.
Certification Pursuant to 18 U.S.C. § 1350
Section 906 Certifications
Pursuant to 18 U.S.C. § 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (Public Law 107-204), the undersigned, Raid Chalil, the Chief Executive Officer of TipMeFast, Inc., (the "Company"), hereby certify that:
1. The Company's Annual Report on Form 10-Q/A-1 for the three months ended March 31, 2020, as filed with the U.S. Securities and Exchange Commission on the date hereof (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 the Company.
This Certification is signed on November 30, 2020.
| TipMeFast, Inc. | |
| By: /s/ Raid Chalil | |
| Raid Chalil, | |
| Chief Executive Officer | |
A signed original of this written statement required by Section 906 has been provided to TipMeFast, Inc. and will be retained by TipMeFast, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
TipMeFast, Inc.
Certification Pursuant to 18 U.S.C. § 1350
Section 906 Certifications
Pursuant to 18 U.S.C. § 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (Public Law 107-204), the undersigned, Raid Chalil, the Chief Financial Officer of TipMeFast, Inc., (the "Company"), hereby certify that:
1. The Company's Annual Report on Form 10-Q/A-1 for the three months ended March 31, 2020, as filed with the U.S. Securities and Exchange Commission on the date hereof (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 the Company.
This Certification is signed on November 30, 2020.
| TipMeFast, Inc. | |
| By: /s/ Raid Chalil | |
| Raid Chalil, | |
| Chief Financial Officer | |
A signed original of this written statement required by Section 906 has been provided to TipMeFast, Inc. and will be retained by TipMeFast, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.