Lucent, Inc S-1/A, filed Jan 18, 2022

Lucent, Inc. (LUCN)

S-1/A 2022-01-18

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Added on October 25, 2026

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Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Share		Proposed Maximum Offering Price ⁽²⁾		Amount of Registration Fee ⁽³⁾⁽⁴⁾
Common stock, par value $0.001 per share, for sale by Our Selling Shareholders		2,600,000	$	0.005	$	65,000.00	$	1.42

	Number of Shares		Offering Price		Underwriting Discounts & Commissions		Proceeds to the Company
Per Share		1	$	0.005	$	0.00	$	0.0

Maximum		2,600,000	$	65,000	$	0.00	$	0.00


Prospectus Summary	3
Risk Factors	4
Cautionary Note Regarding Forward-Looking Statements	8
Use of Proceeds	9
Capitalization	9
Dilution	9
Market for Common Equity and Related Stockholder Matters	9
Description of Business and Property	9
Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Our Management	13
Security Ownership of Certain Beneficial Owners and Management	14
Certain Relationships and Related Party Transactions	15
Description of Capital Stock	15
Plan of Distribution -Selling Shareholdrers	16
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	17
Legal Opinion	17
Experts	17
Interests of Named Experts and Counsel	17
Additional Information	18
Index to Financial Statements	19
Part II – Information Not Required in Prospectus	20
Signatures	23


Securities Being Offered	Up to 2,600,000 shares of common stock of TipMeFast, Inc. to be sold by the Selling shareholders at a price of $0.005 per share.

Initial Offering Price	The Selling Shareholders will sell up to 2,600,000 shares at a price of $0.005 per share.

Terms of the Offering	The Selling Shareholders will offer and sell the shares of its common stock at a price of $0.005 per share in a direct offering to the public.

Termination of the Offering	The offering will conclude when the company has sold all of the 2,600,000 shares of common stock offered by it up to a maximum of 360 days.

Risk Factors	An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 7.

	March 31, 2021
ASSETS
Current assets
Cash held in trust	$	16,580
Total Current Assets		16,580
Total Assets	$	16,580

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	2,000
Accrued expenses		1,500
Total current liabilities		3,500
Total Liabilities	$	3,500

Name	Age		Position

Raid Chalil		52	Pres, Sec, Treas, Dir, CEO, CFO

Beneficial Owner	Address	Number of Shares Owned		Percent of Class

Raid Chalil	HaShmura St. 1, ZihronYa’akov, Israel		3,000,000		54	%

	Authorized and Issued Stock Number of Shares at December 31, 2019
Title of Class	Authorized		Outstanding

Common stock, $0.001 par value per share		75,000,000		5,600,000

Selling Shareholder	Amount Beneficially owned before offering		Amount to be offered in the offering		Amount Beneficially owned after offering		Percentage beneficially owned after offering
Adan Abed Elhalim		110,000		110,000		0		0
Nairouz Abed Elhalim		100,000		100,000		0		0
Eehab Hossnyeh		100,000		100,000		0		0
Nizar Hussniyeh		100,000		100,000		0		0
Amran Shatrobi		80,000		80,000		0		0
Ashraf Shatrobi		80,000		80,000		0		0
Dania Tanib		100,000		100,000		0		0
Ameena Zahalka		100,000		100,000		0		0
Monya Tanib		200,000		200,000		0		0
Mohamad Abu Arishi		100,000		100,000		0		0
Meladen Loulou		100,000		100,000		0		0
Qablawi Mura Jowan		100,000		100,000		0		0
Lilian Shair		100,000		100,000		0		0
Haytam Zoadi		80,000		80,000		0		0
Ali Saleh		80,000		80,000		0		0
Saber Abu Moch		79,400		79,400		0		0
Ahmed Brie		80,000		80,000		0		0
Asma Shehada		80,000		80,000		0		0
Malek Mostafa		80,000		80,000		0		0
Anet Karsenti		80,000		80,000		0		0
Heba Abu Nada		80,000		80,000		0		0
Odi Nidal		80,000		80,000		0		0
Tamam Lulu		80,000		80,000		0		0
Abd Elraouf Rahal		80,000		80,000		0		0
Awni Shaer		80,000		80,000		0		0
Mohammad Chalil		72,000		72,000		0		0
Majdi Hawari		80,000		80,000		0		0
Ahmed Shika		80,000		80,000		0		0
Bedor Tanib		40,000		40,000		0		0

	PAGE
Balance Sheets at December 31, 2019 and 2018 (Restated)	F-2

Statements of Operations for the year ended December 31, 2019 and 2018 (Restated)	F-3

Statements of Stockholders’ Equity for the year ended December 31, 2019 and 2018 (Restated)	F-4

Statements of Cash Flows for the year ended December 31, 2019 and 2018 (Restated)	F-5

Notes to Financial Statements	F-6

TIPMEFAST, INC.
Restated Balance Sheet
(Audited)

	December 31,			December 31,
	2019			2018
	(Restated)			(Restated)
ASSETS
Current assets
Cash held in trust	$	43,880		$	35,480
Total Current Assets		43,880			35,480
Total Assets	$	43,880		$	35,480

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 and 4,170,000 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively.	$	5,600		$	4,170
Additional paid-in capital		80,415			46,080
Accumulated deficit		(50,035	)		(22,670	)
Total stockholders’ equity		35,980			27,580

Total liabilities and stockholders' deficit	$	43,880		$	35,480

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Restated Statement of Operations
(Audited)

	For the Year ended December, 2019			For the Year ended December, 2018
				(Restated)
REVENUE:	$	—		$	—

EXPENSES:
General and administrative		7,915			7,945
Professional fees		19,450			9,000
Total expenses	$	27,365		$	16,945

OTHER INCOME (EXPENSE):
Interest Income		—			—
Total other income (expense)		—			—

NET LOSS	$	(27,365	)	$	(16,945	)

Net loss per common share - basic	$	(0.005	)	$	(0.005	)
Weighted average of common shares outstanding - basic		5,385,194			3,132,740

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Statement of Stockholders’ Equity
For the year ended December 31, 2018

	Common Stock				Additional Paid-in		Subscription		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Received		Deficit			Deficit
Balance at December 31, 2017		3,000,000	$	3,000	$	18,000	$	—	$	(5,725	)	$	15,275
Issuance of common stock		1,170,000		1,170		28,080		—		—			29,250
Net loss		—		—		—		—		(16,945	)		(16,945	)
Balance at December 31, 2018		4,170,000	$	4,170	$	46,080	$	—	$	(22,670	)	$	27,580

TIPMEFAST, INC.
Restated Statement of Stockholders’ Equity
For the year ended December 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		34,335		35			—			35,800
Excess Subscription cash returned		—		—		—		(35	)		—			(35	)
Net loss		—		—		—		—			(27,365	)		(27,365	)
Balance at December 31, 2019		5,600,000	$	5,600	$	80,415	$	—		$	(50,035	)	$	35,980

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Restated Statement of Cash Flows
(Audited)

	For the year ended December 31, 2019			For the year ended December 31, 2018
				(Restated)
Cash Flows from Operating Activities:
Net Loss	$	(27,365	)	$	(16,945	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in prepaid expenses		—			2,250
Increase (decrease) in acctounts payable		—			7,900
Net cash used in operating activities	$	(27,365	)	$	(6,795	)

Cash flows from Financing Activities:
Proceeds from common stock		35,765			29,250
Net cash provided by financing activities	$	35,765		$	29,250

Net increase in cash, cash equivalents, and restricted cash		8,400			22,455
Cash, cash equivalents, and restricted cash at beginning of year		35,480			13,025
Cash, cash equivalents, and restricted cash at end of year	$	43,880		$	35,480

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

The accompanying notes are an integral part of these financial statements.

	For the year ended December 31, 2019			For the year ended December 31, 2018
Income tax expense (benefit) at statutory rate		(5,747	)		(3,558	)
Change in valuation allowance		5,747			3,558
Income tax expense		—			—

	December 31, 2019			December 31, 2018
Gross deferred tax asset		10,507			4,761
Valuation allowance		(10,507	)		(4,761	)
Net deferred tax asset		—			—

	For the year ended
	December 31, 2019
Statutory Federal Income Tax Rate		21	%
Nontaxable permanent differences		—
Change in valuation allowance		(21	%)
Income tax provision		—

TIPMEFAST, INC.
Balance Sheet
(Restated)

	December 31,			December 31,			December 31,
	2018			2018			2018
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
ASSETS
Current assets
Cash held in trust	$	35,480		$	—		$	35,480
Total Assets	$	35,480		$	—			35,480

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities
Accounts payable	$	—		$	7,900		$	7,900
Total current liabilities		—			7,900			7,900
Long Term Liabilities:		—			—			—
Total Liabilities		—			7,900			7,900

STOCKHOLDERS' DEFICIT:
Common stock: $0.001 par value, 75,000,000 shares authorized, 4,170,000 and 4,170,000 shares issued and outstanding as of December 31, 2018.	$	4,170		$	—		$	4,170
Additional paid-in capital		46,080			—			46,080
Accumulated deficit		(14,770	)		(7,900	)		(22,670	)
Total stockholders' deficit		35,480			(7,900	)		27,580

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	35,480		$	—		$	35,480

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Statement of Operations
(Restated)

	For the year ended December 31, 2018
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
REVENUE:	$	—		$	—		$	—

EXPENSES:
General and administrative		45			7,900			7,945
Professional fees		9,000			—			9,000
TOTAL EXPENSES	$	9,045		$	7,900		$	16,945

OTHER INCOME (EXPENSE):
Interest Income		—			—			—
TOTAL OTHER INCOME (EXPENSE):		—			—			—

NET LOSS	$	(9,045	)	$	(7,900	)	$	(16,945	)

Net Loss Per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average of common shares outstanding - basic		3,129,452			3,129,452			3,129,452

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Statement of Cash Flows
(Restated)

	For the year ended December 31, 2018
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(9,045	)	$	(7,900	)	$	(16,945	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in prepaid expenses		2,250			—			2,250
Increase (decrease) in accounts payable		—			7,900			7,900

Net cash used in operating activities	$	(6,795	)	$	—		$	(6,795	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		29,250			—			29,250
Net cash provided by financing activities	$	29,250		$	—		$	29,250

Net increase in cash, cash equivalents, and restricted cash		22,455			—			22,455
Cash, cash equivalents, and restricted cash at beginning of year		13,025			—			13,025
Cash, cash equivalents, and restricted cash at end of year	$	35,480		$	—		$	35,480

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—		$	—
Cash paid for income taxes	$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

	PAGE
Report of Independent Registered Public Accounting Firm	F-14

Balance Sheets at December 31, 2020 and 2019 (Restated)	F-15

Statements of Operations for the year ended December 31, 2020 and 2019 (Restated)	F-16

Statements of Stockholders’ Equity for the year ended December 31, 2020 and 2019	F-17

Statements of Cash Flows for the year ended December 31, 2020 and 2019	F-18

Notes to Financial Statements	F-19

TIPMEFAST, INC.
Restated Balance Sheet

	December 31, 2020			December 31, 2019
				(Restated)
ASSETS
Current assets
Cash held in trust	$	20,980		$	43,880
Total current assets		20,980			43,880
Total assets	$	20,980		$	43,880

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	2,000		$	7,900
Total current liabilities		2,000			7,900
Total liabilities	$	2,000		$	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 December 31, 2020 and December 31, 2019, respectively		5,600			5,600
Additional paid-in capital		80,415			80,415
Accumulated deficit		(67,035	)		(50,035	)
Total stockholders’ equity		18,980			35,980

Total liabilities and stockholders' deficit	$	20,980		$	43,880

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Restated Statement of Operations

	For the year ended December 31, 2020			For the year ended December 31, 2019

REVENUE:	$	—		$	—
EXPENSES:
General and administrative		7,900			7,915
Professional fees		9,100			19,450
Total expenses	$	17,000		$	27,365
OTHER INCOME (EXPENSE):
Interest income		—			—
Total other income (expense)		—			—
Net loss	$	(17,000	)	$	(27,365	)
Net loss per common share - basic	$	(0.00	)	$	(0.01	)
Weighted average of common shares outstanding - basic		5,600,000			5,385,194

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Restated Balance Sheet

	December 31,2019			December 31,2019			December 31,2019
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
ASSETS
Current assets
Cash held in trust	$	43,880		$	—		$	43,880
Prepaid expenses					—
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 and 5,600,000 shares issued and outstanding as of December 31, 2020 and 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.

INDEX TO UNAUDITED FINANCIAL STATEMENTS	PAGE


Balance Sheet at September 30, 2021 (Unaudited) and December 31, 2020	F-25

Statement of Operations for the three and nine months period ended September 30, 2021 and 2020 (Unaudited)	F-26

Statement of Statement of Stockholders’ Equity for the nine months ended September 30, 2021 and 2020 (Unaudited)	F-27

Statement of Cash Flows for the nine months period ended September 30, 2021 and 2020 (Unaudited)	F-28

Notes to Financial Statements (Unaudited)	F-29

TIPMEFAST, INC.
Balance Sheet

		September 30, 2021		December 31, 2020
		(Unaudited)

ASSETS
Current assets
Cash held in trust	$	9,830	$	20,980
Total current assets		9,830		20,980
Total assets	$	9,830	$	20,980

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	6,500	$	2,000
Total current liabilities		6,500		2,000
Total liabilities	$	6,500	$	2,000

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 September 30, 2021 and December 31, 2020, respectively.		5,600		5,600
Additional paid-in capital		80,415		80,415
Accumulated deficit		(82,685)		(67,035)
Total stockholders’ equity		3,330		18,980

Total liabilities and stockholders' equity	$	9,830	$	20,980

The accompanying notes are an integral part of these financial statements.

TIPMEFAST, INC.
Statement of Stockholders’ Equity (Unaudited)
For the three and nine months ended September 30, 2020

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
Balance at December 31, 2019 (Restated)	5,600,000	$	5,600	$	80,415	$	(50,035)	$	35,980
Net loss	-		-		-		(3,825)		(3,825)
Balance at March 31, 2020 (Restated)	5,600,000	$	5,600	$	80,415	$	(53,860)	$	32,155
Net loss	-		-		-		(1,975)		(1,975)
Balance at June 30, 2020	5,600,000	$	5,600	$	80,415	$	(55,835)	$	30,180
Net loss	-		-		-		(5,475)		(5,475)
Balance at September 30, 2020	5,600,000	$	5,600	$	80,415	$	(61,310)	$	24,705

For the three and nine months ended September 30, 2021
Balance at December 31, 2020	5,600,000	$	5,600	$	80,415	$	(67,035)	$	18,980
Net loss	-		-		-		(5,900)		(5,900)
Balance at March 31, 2021	5,600,000	$	5,600	$	80,415	$	(72,935)	$	13,080
Net loss	-		-		-		(8,250)		(8,250)
Balance at June 30, 2021	5,600,000	$	5,600	$	80,415	$	(81,185)	$	4,830
Net loss	-		-		-		(1,500)		(1,500)
Balance at September 30, 2021	5,600,000	$	5,600	$	80,415	$	(82,685)	$	3,330

The accompanying notes are an integral part of these financial statements.


SEC Registration	$	2
Legal Fees and Expenses		10,000
Accounting Fees*		2,250
Miscellaneous*		200
Total	$	12,452


Exhibit Number	Exhibit Description

3.1	Articles of Incorporation of TipMeFast, Inc. dated December 5, 2020
3.2	Bylaws dated December 5, 2020
5.1	Opinion of Counsel
10.7	Subscription Agreement.
23.1	Consent of Auditor

	TipMeFast, Inc..

	By: /s/ Raid Chalil
	Raid Chalil, President, CEO, Principal Executive Officer

	TipMeFast, Inc..

	By: /s/ Raid Chalil
	Raid Chalil, President, Secretary, Treasurer, CEO, Principal Executive Officer, Principal Accounting Officer, Director

	2.	Investor information:


Name (type or print)			SSN/EIN/Taxpayer I.D.

E-Mail address:
				Address



Joint Name (type or print)			SSN/EIN/Taxpayer I.D
E-Mail address:

				Address (If different from above)

Mailing Address (if different from above):
			Street			City/State	Zip

Business Phone:		( )		Home Phone:	( )

3.	Type of ownership: (You must check one box)
	Individual	Custodian for
	Tenants in Common	Uniform Gifts to Minors Act of the State of: __________
	Joint Tenants with rights of Survivorship	Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:
	Partnership (Limited Partnerships use “Corporation”)
	Trust
	Community Property	Other (please explain)