Lucent, Inc S-1/A, filed Aug 25, 2021
Lucent, Inc. (LUCN)
As filed with the Securities and Exchange Commission on _____________, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIPMEFAST, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 7373 | xxx |
(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
(011) (972)3-3730542
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Byron Thomas, Esq.
3275 S. Jones, Blvd.. Ste 104
Las Vegas Nevada 89146
702 747-3103
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Byron Thomas, Esq.
3275 S. Jones, Blvd.. Ste 104
Las Vegas Nevada 89146
702 747-3103
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [x]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .
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] |
| (Do not check if a smaller reporting company) | |||
| Emerging Growth Company | [x] |
CALCULATION OF REGISTRATION FEE
| 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 | |||||||||
(1) Registration fee has been paid via Fedwire.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).
(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
(4) Previously paid
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED ____________, 2021
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
TIPMEFAST, INC.
2,600,000 Shares of Common Stock
This prospectus will allow the sale of up to 2,600,000 shares of our common stock by our selling shareholders. There will be no proceeds from the sale of these shares for use by the company. The securities being registered in this offering may be illiquid because they are not listed on any exchange or quoted on the OTC PINKSHEETS and no market for these securities may develop. The Shareholders will sell the common stock being registered in this offering at a fixed price of $0.005 per share, until the securities are quoted on the OTC PINKSHEETS listed on an exchange and thereafter at prevailing market prices or privately negotiated prices. The company’s shares may never be quoted on the OTC PINKSHEETS listed on an exchange.
| 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 | |||||||||||
Our Independent Registered Public Accounting Firm has raised substantial doubts about our ability to continue as a going concern.
The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 3 before purchasing our common stock.
The Company is a Shell company as defined in the Securities Act of 1934.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this filing is June ________, 2021
We are registering a total of 2,600,000 shares of our common stock. There is no minimum number of shares required to be purchased by each investor. The shares will be sold at a price per share of $0.005 for the duration of the Offering. There is no quarantee that a public market will ever develop and you may be unable to sell your shares. The shares being offered will be offered for a period of two hundred and seventy (270) days from the original effective date of this Prospectus, unless extended by our directors for an additional 90 days.
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TABLE OF CONTENTS
| 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 | 21 |
| Signatures | 24 |
Unless otherwise specified, the information in this prospectus is set forth as of , and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.
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PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to TipMeFast, Inc. See Cautionary Note Regarding Forward Looking Statements on page 8.
Our Company
TipMeFast, Inc., (the company) is a Nevada “C” Corporation created to be A lead generation company specializing in Online Network Marketing profession, Our ‘Real-Time’ Leads are for professionals; getting leads for their online or off line services, from cleaning rugs, to online services, selling online and marketing, in the United States.
HERE’S HOW IT WORKS:
With advertising budget, People respond to the professionally landing form page design and host by our websites that match those people with business. We deliver the candidates directly to business, the very moment they respond. You can subscribe to our service for $49.00 a month.
Our executive offices are located at HaShmura St. 1, ZihronYa’akov, Israel. Our telephone number is (011) (972)3-3730542.
Our Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act.
Our Company shall continue to be deemed an emerging growth company until the earliest of—
| (A) | The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,070,000) (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers, published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; |
| (B) | The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title’ |
| (C) | The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000 in non-convertible debt; or |
| (D) | The date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240. 12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’ |
As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require shareholder approval of executive compensation and golden parachutes.
Our Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
The Offering
This prospectus covers up to 2,600,000 shares to be issued and sold by the company at a price of $0.005 per share in a direct public offering.
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ABOUT THIS OFFERING
| 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. | ||
RISK FACTORS
An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected. The trading of our common stock could decline, and you may lose all or part of your investment therein.
Risks Relating to the Early Stage of our Company
We are at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.
The implementation of our business strategy is in a very early stage. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.
We have a very limited operating history and our business plan is unproven and may not be successful.
Our company was formed on December 5, 2017 but we have not yet begun full scale operations. We have not proven that our business model will allow us to generate a profit. We have not yet produced an operations product and require additional financing for the production of product and the development of future products.
We have suffered operating losses since inception and we may not be able to achieve profitability.
It is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.
We may have difficulty raising additional capital, which could deprive us of necessary resources.
We expect to continue to devote significant capital resources to Company research and development. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of real estate projects. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.
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We expect to raise additional capital during 2021 but we do not have any firm commitments. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.
There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.
The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.
Because we are currently considered a “shell company” within the meaning of Regulation C 406 pursuant to the Securities Exchange Act of 1933, the ability of holders of our common stock to sell their shares may be limited by applicable regulations
As a result of our classification as a “shell company”, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144 promulgated pursuant to the Securities Act of 1933 so as not to be considered underwriters in connection with the sale of securities until one year from the date that we cease to be a “shell company.” Additionally, as a result of our classification a shell company:
- Investors should consider shares of our common stock to be significantly risky and illiquid investments.
- We may not register our securities on Form S-8 (an abbreviated form of registration statement).
- Our ability to attract additional funding to sustain our operations may be limited significantly.
We can provide no assurance or guarantee that we will cease to be a “shell company” and, accordingly, we can provide no assurance or guarantee that there will be a liquid market for our shares.
Risks Relating to Our Business
The longevity of our business depends in part on our ability to enhance and sell the functionality of our current solutions and technology platform to remain competitive and meet customer needs.
The market for apps is relatively new and is characterized by rapid technological obsolescence, frequent new entrants, uncertain product life cycles, fluctuating customer demands, and evolving industry and government energy-related standards and regulations. We may not be able to successfully develop and market new, reliable, solutions that comply with present or emerging demands, regulations and standards on a cost-effective basis. The development of new equipment and software requires significant research, development, testing cycles and investment, and there is no guarantee that the software we have developed or will ultimately develop will outpace that of our competitors.
We may not be able to successfully deploy our solutions in a timely manner.
Our growth will largely depend on our ability to successfully deploy our solutions across a large portfolio of customer facilities and an expanded geography that may require international deployment. Our ability to successfully deploy our equipment depends on many factors, including, among others, our ability to:
• properly staff, incentivize and mobilize personnel and subcontractors, including our installation and technology specialists;
• obtain upfront payment from our customers and additional financing to cover our inventory and other internal costs;
• expand and improve our technology.
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Our proprietary rights could potentially conflict with the rights of others and we may be prevented from selling some of our products.
Third parties may assert intellectual property claims against us, particularly as we expand our business and the number of products we offer. Our defense of any claim, regardless of its merit, could be expensive and time consuming and could divert management resources. Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. In addition, resolution of claims may require us to redesign our products, license rights from third parties or cease using those rights altogether.
Because management does not have relevant experience in managing a software and electronic products company, our business has a higher risk of failure.
Our sole officer and director Mr Chalil, does not reside in the United States and has limited business experience related to the marketing and development of our business. Consequently, management will initially have to rely on the experience of third parties. Further, we have budgeted only $10,000 toward operational expenses Additionally, our lack of public company experience could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Our management has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management may not be able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements including establishing and maintaining internal controls over financials reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment.
over the next 12 months, which by industry standards is a very limited amount of capital with which to launch our effort. Given the relatively small marketing budget and limited experience of our officers, there can be no assurance that such efforts will be successful. Further, if our initial efforts to create a market for our website are not successful, there can be no assurance that we will be able to attract and retain qualified individuals with marketing and sales expertise to attract subscribers to our website. Our future success will depend, amount other factors, upon whether our services can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that our application will gain wide acceptance in its targeted markets or that we will be able to effectively market our services. There can be no assurance that they will be successful in obtaining adequate assistance or cooperation from third parties at a cost consistent with the resources of the Company.
We have commenced only limited operations, and therefore currently have no employees other than our officers/directors, who each spend approximately 15 to 20 hours a week on our business as is required. Mr. Chalil is engaged with other businesses which will occupy the remainder of his working time every week. Mr Chalil does not anticipate providing less than 6 hours per week of service in order to perform basic corporate maintenance and book keeping. We will consider retaining full-time management and administrative support personnel as our business and operations increase. We do not foresee engaging full-time management or administrative support personnel during the next 12 months.
Foreign Officers and Directors could result in difficulty enforcing rights.
The officer and director of the Company are located in Isreal and as such investors may have difficulty in enforcing their legal rights under the United States securities laws.
Risks Relating to our Stock
The Offering price of $0.005 per share is arbitrary.
The Offering price of $0.005 per share has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.
We have no firm commitments to purchase any shares.
We have no firm commitment for the purchase of any shares. Therefore there is no assurance that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker for the sale of the shares. The Company may be unable to identify investors to purchase the shares and may have inadequate capital to support its ongoing business obligations.
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Our shares are not currently traded on any market or exchange. We will apply to have our common stock traded over the counter; there is no guarantee that our shares will ever be quoted on the OTC PINKSHEETS listed on an exchange, which could severely impact their liquidity.
Currently our shares are not traded on any market or exchange. We will apply to have our common stock quoted via the OTC PINKSHEETS. Therefore, our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock. It is possible that the company’s shares may never be quoted on the OTC PINKSHEETS listed on an exchange.
A low market price would severely limit the potential market for our common stock.
Our common stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.
FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.
In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker -dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.
An investor’s ability to trade our common stock may be limited by trading volume.
A consistently active trading market for our common stock may not occur on the OTC PINKSHEETS. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The company’s shares may never be quoted on the OTC PINKSHEETS listed on an exchange.
Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control.
Our common stock ownership is highly concentrated. Through ownership of shares of our common stock, one shareholder, our officer beneficially owns 100% of our total outstanding shares of common stock before this offering. As a result of the concentrated ownership of the stock, these stockholders, acting in concert, will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.
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We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.
Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements; others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ, are those that address the board of Directors independence, audit committee oversight, and the adoption of a code of ethics. While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures, and since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees, may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.
We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:
Factors that might cause these differences include the following:
| • | the ability of the company to offer and sell the shares of common stock offered hereby; |
| • | the integration of multiple technologies and programs; |
| • | the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth; |
| • | changes in existing and potential relationships with collaborative partners; |
| • | the ability to retain certain members of management; |
| • | our expectations regarding general and administrative expenses; |
| • | our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and |
| • | other factors detailed from time to time in filings with the SEC. |
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In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.
We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of shares under this offering.
CAPITALIZATION
The following table sets forth our capitalization as of March 31, 2021:
| 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 | ||
DILUTION
There is no dilution as a result of this offering.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained. We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As of January 30, 2020, the Company has thirty (30) shareholders who holds 100% of its issued and outstanding common stock.
DESCRIPTION OF BUSINESS AND PROPERTY
Our Company
The Company was formed on December 5, 2017 in the State of Nevada as a “C” corporation..
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Business Strategy
TipMeFast, Inc., (the company) is a Nevada “C” Corporation created to be A lead generation company specializing in Online Network Marketing profession, Our ‘Real-Time’ Leads are for professionals; getting leads for their online or off line services, from cleaning rugs, to online services, selling online and marketing, in the United States.
HERE’S HOW IT WORKS:
With advertising budget, People respond to the professionally landing form page design and host by our websites that match those people with business. We deliver the candidates directly to business, the very moment they respond.
Real-Time Leads go directly to the company,
First, they answered basic questions and have given us their name, phone number, email, and their physical address. Then, they have gone on to further answer a detailed list of specific questions that includes baguette and a text area where they enter their own comments. These leads are then emailed directly to the company contactor the very moment your prospect presses the ‘Submit’ button on your landing page. This gives the incredible advantage of a real person available to help get them started!
TipMeFast give a better way to successfully build your business than to focus on contacting prospects who have stepped up and already identified themselves as being interested? This makes our system ideal, not only for you also for new prospect becomes enrolled after coming. we call them‘PRE-QUALIFIED PROSPECTS’,
How it works:
1. The Landing Page - Form Surveyed Leads ARE GENERATED
• After the prospect fills out the first form, then Part 2 opens up and they fill out more specific information.
by prospects providing the answers to your list of survey questions, you will gain tremendous insight who they are, and how to effectively communicate with each of them. These leads are generated in real-time and are sent to you at the very moment the prospect hits the ‘Submit’ button.
Our executive offices are located at HaShmura St. 1, ZihronYa’akov, Israel. Our telephone number is (011) (972)3-3730542.
Marketing
The Company will begin its marketing program online where our potential customers are most probably able and willing to associate.
| Our business model and strategy are still evolving and are continually being reviewed and revised; |
Below is a brief description of our planned activities which we expect to commence immediately after the Offering is completed and the proceeds have been received and accepted assuming that we were able to sell all 2,600,000 shares of our common stock.
Months 1 to 6 Following Completion of this Offering
Main Objectives:
| • | Hire a freelancer graphic designer; |
| • | Identify and hire a freelance software developer to develop our system; |
| • | Initiate the graphic design of our corporate identity package (logos, layouts, fonts etc.); and |
| • | Set up Google AdSense account. |
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Upon the sale of 2,600,000 shares we will immediately begin to interview one or more software developer companies and freelancer graphic designers in Israel, we have yet to identify potential candidates. We plan to retain the services of the software developer and freelance graphic designer by the end of the first month. During month 2, we will work with the software developer on the specifications of the website. During months 3 and 4 we expect the software developer to develop and integrate it with our website. During month 5 we will test the system and correct any issues with it. We have budgeted $5,000 for the contractor, which we believe will be sufficient to develop and integrate the management system with our website. Our management intends to oversee and participate in the software development process.
During month 2 the freelance graphic designer will design our corporate identity package and marketing materials. We expect that our graphic designer will complete developing our corporate identity package (including logos, business cards, letterhead, stationary, email forms, etc.) by the end of month 3 at a cost of $1,250. Once completed, we intend for the designer to proceed with the revamping of our web site at a cost of $1,250. This task will be completed by the end of month 4. We expect to concurrently proceed with the printing of business cards, letterhead and envelopes at an anticipated cost of $700.
During month 5, we plan to set up an account with Google Adsense service. This is available free of charge to us and will allow us to include Google ads from other advertisers on our website. We will receive a fee from these advertisers for each click on their ad by our subscriber visiting our site.
MILESTONES
Below is a brief description of our planned activities, which we expect to commence immediately after the offering is completed and the proceeds have been received and accepted.
Requirements and UX Design
Our management team will work with a third-party Web development company to gather the requirements and agree on the UX (User Experience) options. Once the UX design was defined, it will be developed into a UI (User Interface) design. Once the UX & UI are complete, it will be passed on to the development team. Outcome of this phase will be a complete design for the iPhone Application. We expect that this period will require an expenditure of approximately $5000.
Months 4 to 6
During the following three months, we plan to achieve the following:
A third-party Web development company will build the administrative web portal using .Net technology require an expenditure of approximately $10,000.
Months 7 to 12
During the following six months, we plan to achieve the following:
App Store Submission: The software developer will facilitate the App Store submission process and manage approval issues. Once submitted Apple will review the application to ensure the application is reliable and is free of explicit and offensive material. We expect to be completed by the end of month 8 after defects have been fixed. Once submitted to the App Store we expect the review process to take 3-4 weeks.
Advertising
With limited funds, The Company will rely on management for advertising decisions. The company has developed an overall advertising scenario which it has implemented in preliminary form. As more funds become available the advertising budget will increase in a commensurate fashion.
| 11 |
Employees
As of December 31, 2020, we had one (1) part time employee, including management. We consider our relations with our employees to be good.
Description of Property
We currently lease office space at HaShmura St. 1, ZihronYa’akov, Isreal, as our principal offices. We believe these facilities are in good condition, but that we may need to expand our leased space as our research and development efforts increase.
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 December 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. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 6.
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
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 2021. Expenses are expected to increase marginally in the second half of 2021.
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.
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
We have not generated any revenue since inception on December 5, 2020.
| 12 |
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.
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 December 31, 2020, there were no share equivalents outstanding.
OUR MANAGEMENT
Executive Officers
| Name | Age | Position | ||||
| Raid Chalil | 52 | Pres, Sec, Treas, Dir, CEO, CFO | ||||
Directors, Executive Officers, Promoters and Control Persons
Raid Chalil, President/Director
| 13 |
Mr. Raid Chalil has served as President and Director since inception on December 5, 2020. Mr. Raid has not been employed since December of 2016, when he left his job after 15 years as a manager in Bank Hapoalim Haifa, in Isreal, to start a business planning and preparing software applications for mobile telephones. In 2016, Mr. Raid obtained a Certificate of Computer Technician from the Ministry of Labor in Israel. Mr. Raid desire to found our company and his background as a banker and a computer technician led to our conclusion that Mr. Raid should be serving as a member of our board of directors in light of our business and structure.
Executive Compensation
Summary Compensation Table.
There is no compensation paid to any employees at the present time. Employees will receive compensation after the company has achieved positive cash flow.
Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of December 31, 2020.
Compensation of Non-Employee Directors. We currently have no non-employee directors and no compensation was paid to non-employee directors in the period ended December 31, 2020. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.
Audit, Compensation and Nominating Committees. As noted above, we intend to apply for listing our common stock on the OTC PINKSHEETS, which does not require companies to maintain audit, compensation or nominating committees. The company’s shares may never be quoted on the OTC PINKSHEETS listed on an exchange. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of one member who is not considered independent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters
The following table sets forth, as of December 31, 2020, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:
| Beneficial Owner | Address | Number of Shares Owned | Percent of Class | |||||||
| Raid Chalil | HaShmura St. 1, ZihronYa’akov, Israel | 3,000,000 | 54 | % | ||||||
(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.
(**) Percent of class is calculated on the basis of the number of fully diluted shares outstanding on December 31, 2019 (5,600,000).
| 14 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of TipMeFast, Inc. .., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors takes into account all relevant available facts and circumstances.
Director Independence
Our Board of Directors has adopted the definition of “independence” as described under the Sarbanes Oxley Act of 2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its member does not meet the independence requirements.
DESCRIPTION OF CAPITAL STOCK
| 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 | |||||||
Common stock
Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. See Risk Factors.
Liquidation. If our company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive liquidation preferences, any remainder will be distributed to the owners of our common stock pro-rata.
Voting Rights. Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting and the minority would not be able to elect any directors at that meeting.
Preemptive Rights. Owners of our common stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering it to current stockholders.
Redemption Rights. We do not have the right to buy back shares of our common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking Company to provide assets for any buy back.
Conversion Rights. Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.
Limitations on Stockholder Actions
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and by our Bylaws.
Under the Nevada Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.
| 15 |
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.
PLAN OF DISTRIBUTION
Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities, such as over allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. Over allotment involves sales in excess of the offering size which create a short position. Stabilizing transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. The underwriters may also impose a penalty bid, under which selling concessions allowed to syndicate members or other broker-dealers for securities sold in the offering for their account may be reclaimed by the syndicate if the securities are repurchased by the syndicate in stabilizing or covering transactions. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security before the distribution is completed.
We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
Underwriters, dealers and agents may engage in transactions with us or perform services for us in the ordinary course of business.
If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase shares from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate principal amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may include commercial and savings banks, insurance companies, pension companies, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract will be subject to the conditions that (a) the purchase of the shares shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the shares are being sold to underwriters, we shall have sold to the underwriters the total principal amount of the shares less the principal amount thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.
To comply with applicable state securities laws, the shares offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, shares may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
SELLLING SHAREHOLDERS
| 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 | ||||||||||||
*None of the selling shareholders have any material relationship nor has had within the past three years with the Company or affiliates.
OTC PINKSHEETS Considerations
We intend to apply to have our stock traded on the OTC PINKSHEETS. The company’s shares may never be quoted on the OTC PINKSHEETS listed on an exchange. The OTC PINKSHEETS is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC PINKSHEETS Electronic Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC PINKSHEETS.
| 16 |
Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC PINKSHEETS has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC PINKSHEETS is that the issuer be current in its reporting requirements with the SEC.
Investors must contact a broker-dealer to trade OTC PINKSHEETS securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker. Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.
Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
LEGAL OPINION
The legal opinion for this registration statement has been provided by Byron Thomas, Esq. 3275 S. Jones, Blvd.. Ste 104, Las Vegas Nevada 89146. Phone 702 747-3103
EXPERTS
The consolidated financial statements included in this prospectus for the period from inception (December 7, 2020) and ended December 31, 2019 have been audited by MICHAEL GILLESPIE & ASSOCIATES, PLLC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No experts or counsel to the company have any shares or other interests in TipMeFast, Inc.
LEGAL PROCEEDINGS
The issuer is not party to any pending material legal proceedings.
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ADDITIONAL INFORMATION
We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.
We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a Registration Statement, does not contain all of the information set forth in the Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as an exhibit to the Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.
| 18 |
DECEMBER 31, 2019
| 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 |
| 19 |
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors & Shareholders
TipMeFast, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of TipMeFast, Inc. as of December 31, 2019 (restated) and 2018 (restated) and the related restated statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2019 and 2018, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018 and the results of its operations and its cash flows for the years ended December 31, 2019 and 2018, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Restatement of Previously Issued Financial Statements
As discussed in Note 7 to the financial statements, the 2019 and 2018 financial statements have been restated to correct misstatements.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2018.
Seattle, Washington
February 23, 2020, except note 7 which is November 17, 2020
| F-1 |
| 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. | ||||||||
| F-2 |
| 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. | ||||||||
| F-3 |
| 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. | ||||||||||||||||||||||||
| F-4 |
| 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. | ||||||||
| F-5 |
TIPMEFAST, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2019
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 December 31, 2019. 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 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 year ended December 31, 2019.
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 $43,880 of cash as at December 31, 2019.
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.
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.
| F-6 |
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 December 31, 2019.
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 December 31, 2019, 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.
NOTE 4 – STOCKHOLDERS’ EQUITY
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
| F-7 |
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 $35,765. During this shares issue, $35has received in excess from an investor which was paid before September 30, 2019.
There were 5,600,000 and 4,170,000 shares of common stock issued and outstanding as of December 31, 2019 and December 31, 2018 respectively.
NOTE 5 – INCOME TAXES
For the year ended December 31, 2019, the Company has incurred net losses and therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $50,035 at December 31, 2019 and will expire beginning in the year 2037.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% and 21% to the net loss before provision for income taxes as follows:
| 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 | — | — | ||||||
Net deferred tax assets consist of the following components as of December 31, 2019 and 2018:
| December 31, 2019 | December 31, 2018 | |||||||
| Gross deferred tax asset | 10,507 | 4,761 | ||||||
| Valuation allowance | (10,507 | ) | (4,761 | ) | ||||
| Net deferred tax asset | — | — | ||||||
The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows:
| For the year ended | ||||
| December 31, 2019 | ||||
| Statutory Federal Income Tax Rate | 21 | % | ||
| Nontaxable permanent differences | — | |||
| Change in valuation allowance | (21 | %) | ||
| Income tax provision | — | |||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $50,035 for federal income tax reporting purposes could be subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
The Company has no uncertain tax positions that require the Company to record a liability.
The Company had no accrued penalties and interest related to taxes as of December 31, 2019.
| F-8 |
NOTE 7 – RESTATEMENT
The following are previously recorded and restated balances as of December 31, 2018:
| 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. | ||||||||||||
| F-9 |
| 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. | ||||||||||||
| F-10 |
| 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. | ||||||||||||
| F-11 |
The following are previously recorded and restated balances as of December 31, 2019:
| TIPMEFAST, INC. | ||||||||||||
| Balance Sheet | ||||||||||||
| (Restated) | ||||||||||||
| 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 and 5,600,000 shares issued and outstanding as of December 31, 2019 | $ | 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. | ||||||||||||
NOTE 6 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after December 31, 2019 through November 17, 2020. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended December 31, 2019.
| F-12 |
DECEMBER 31, 2020
| 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 |
| F-13 |
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Tipmefast Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Tipmefast Inc. as of December 31, 2020 and 2019 (restated) and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As described further in Note B to the financial statements, the Company has incurred losses each year from inception through December 31, 2020 and 2019 and expects to incur additional losses in the future.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.
Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:
• We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2017.
Seattle, Washington
March 11, 2021
| F-14 |
| 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. | ||||||||
| F-15 |
| 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. | ||||||||
| F-16 |
| TIPMEFAST, INC. | ||||||||||||||||||||||||
| Restated Statement of Stockholders’ Equity | ||||||||||||||||||||||||
| For the year ended December 31, 2019 | ||||||||||||||||||||||||
| Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Subscription Received | Accumulated Deficit | Total Stockholders’ 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 | ||||||||||||||||||
| Net loss | — | — | — | — | (27,365 | ) | (27,365 | ) | ||||||||||||||||
| Restated balance at December 31, 2019 | 5,600,000 | $ | 5,600 | $ | 80,415 | $ | 35 | $ | (50,035 | ) | $ | 36,015 | ||||||||||||
| For the year ended December 31, 2020 | ||||||||||||||||||||||||
| Balance at December 31, 2019 | 5,600,000 | $ | 5,600 | $ | 80,415 | $ | — | $ | (50,035 | ) | $ | 35,980 | ||||||||||||
| Net loss | — | — | — | — | (17,000 | ) | (17,000 | ) | ||||||||||||||||
| Balance at December 31, 2020 | 5,600,000 | $ | 5,600 | $ | 80,415 | $ | — | $ | (67,035 | ) | $ | 18,980 | ||||||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||||||||||
| F-17 |
| TIPMEFAST, INC. | ||||||||
| Restated Statement of Cash Flows | ||||||||
| For the year ended December 31, 2020 | For the year ended December 31, 2019 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (17,000 | ) | $ | (27,365 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Increase (decrease) in accounts payable | (5,900 | ) | — | |||||
| Net cash used in operating activities | $ | (22,900 | ) | $ | (27,365 | ) | ||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of common stock | — | 35,765 | ||||||
| Net cash provided by financing activities | $ | — | $ | 35,765 | ||||
| Net increase in cash, cash equivalents, and restricted cash | (22,900 | ) | 8,400 | |||||
| Cash, cash equivalents, and restricted cash at beginning of year | 43,880 | 35,480 | ||||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 20,980 | $ | 43,880 | ||||
| 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-18 |
TIPMEFAST, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 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 December 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 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 year ended December 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 $20,980 of cash as at December 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.
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.
| F-19 |
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 December 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 December 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.
NOTE 4 – STOCKHOLDERS’ EQUITY
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
| F-20 |
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. During this shares issue, $35was 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 December 31, 2020 and December 31, 2019 respectively.
NOTE 5 – INCOME TAXES
For the year ended December 31, 2020, the Company has incurred net losses and therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $67,035 at December 31, 2020 and will expire beginning in the year 2037.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% and 21% to the net loss before provision for income taxes as follows:
| For the year ended December 31, 2020 | For the year ended December 31, 2019 | |||||||
| Income tax expense (benefit) at statutory rate | (3,570 | ) | (5,747 | ) | ||||
| Change in valuation allowance | 3,570 | 5,747 | ||||||
| Income tax expense | — | — | ||||||
Net deferred tax assets consist of the following components as of December 31, 2020 and 2019:
| December 31, 2020 | December 31, 2019 | |||||||
| Gross deferred tax asset | 14,077 | 10,507 | ||||||
| Valuation allowance | 14,077 | 10,507 | ||||||
| Net deferred tax asset | — | — | ||||||
The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows:
| For the year ended December 31, 2020 | ||||
| Statutory Federal Income Tax Rate | 21% | |||
| Nontaxable permanent differences | — | |||
| Change in valuation allowance | (21%) | |||
| Income tax provision | — | |||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $67,035 for federal income tax reporting purposes could be subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
The Company has no uncertain tax positions that require the Company to record a liability.
The Company had no accrued penalties and interest related to taxes as of December 31, 2020.
| F-21 |
NOTE 7 – RESTATEMENT
The following are previously recorded and restated balances as of December 31, 2019:
| 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. | ||||||||||||
| F-22 |
| TIPMEFAST, INC. | ||||||||||||
| Restated Statement of Operations | ||||||||||||
| For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | ||||||||||
| (As Previously Reported) | (Restatement Adjustments) | (As Restated) | ||||||||||
| REVENUE: | $ | — | $ | — | $ | — | ||||||
| EXPENSES: | ||||||||||||
| General and administrative | 7,915 | — | 7,915 | |||||||||
| Professional fees | 19,450 | — | 19,450 | |||||||||
| Total expenses | 27,365 | — | 27,365 | |||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||
| Interest Income | — | — | — | |||||||||
| Total other income (expense) | — | — | — | |||||||||
| Net loss | $ | (27,365 | ) | $ | — | $ | (27,365 | ) | ||||
| Net loss per common share - basic | $ | (0.01 | ) | $ | 0.00 | $ | (0.01 | ) | ||||
| Weighted average of common shares outstanding - basic | 5,385,194 | 5,385,194 | 5,385,194 | |||||||||
| 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 December 31, 2020 through March 11, 2021. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended December 31, 2020.
| F-23 |
| INDEX TO UNAUDITED FINANCIAL STATEMENTS | PAGE |
| Balance Sheet at March 31, 2021 (Unaudited) and December 31, 2020 | F-25 |
| Statement of Operations for the three months period ended March 31, 2021 and 2020 (Restated) (Unaudited) | F-26 |
| Statement of Statement of Stockholders’ Equity for the three months ended March 31, 2021 and 2020 (Restated) (Unaudited) | F-27 |
| Statement of Cash Flows for the three months period ended March 31, 2021 and 2020 (Restated) (Unaudited) | F-28 |
| Notes to Financial Statements (Unaudited) | F-29 |
| F-24 |
| TIPMEFAST, INC. | ||||||||
| Balance Sheet | ||||||||
| March 31, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash held in trust | $ | 16,580 | $ | 20,980 | ||||
| Total current assets | 16,580 | 20,980 | ||||||
| Total assets | $ | 16,580 | $ | 20,980 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 2,000 | $ | 2,000 | ||||
| Accrued expenses | 1,500 | — | ||||||
| Total current liabilities | 3,500 | 2,000 | ||||||
| Total liabilities | $ | 3,500 | $ | 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 March 31, 2021 and December 31, 2020, respectively. | 5,600 | 5,600 | ||||||
| Additional paid-in capital | 80,415 | 80,415 | ||||||
| Accumulated deficit | (72,935 | ) | (67,035 | ) | ||||
| Total stockholders’ equity | 13,080 | 18,980 | ||||||
| Total liabilities and stockholders' deficit | $ | 16,580 | $ | 20,980 | ||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
| F-25 |
| TIPMEFAST, INC. | ||||||||
| Statement of Operations | ||||||||
| (Unaudited) | ||||||||
| For the three months ended March 31, 2021 | For the three months ended March 31, 2020 | |||||||
| (Restated) | ||||||||
| REVENUE: | $ | — | $ | — | ||||
| EXPENSES: | ||||||||
| General and administrative | 1,500 | 1,975 | ||||||
| Professional fees | 4,400 | 1,850 | ||||||
| Total expenses | $ | 5,900 | $ | 3,825 | ||||
| OTHER INCOME (EXPENSE): | ||||||||
| Interest income | — | — | ||||||
| Total other income (expense) | — | — | ||||||
| Net loss | $ | (5,900 | ) | $ | (3,825 | ) | ||
| Net loss per common share - basic | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average of common shares outstanding - basic | 5,600,000 | 5,600,000 | ||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||
| F-26 |
| TIPMEFAST, INC. | ||||||||||||||||||||||||
| Statement of Stockholders’ Equity | ||||||||||||||||||||||||
| For the three months ended March 31, 2020 (Restated) and 2021 (Unaudited) | ||||||||||||||||||||||||
| 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 the 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 | ||||||||||||
| Common Stock | Additional Paid-in | Subscription | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Received | Deficit | Deficit | |||||||||||||||||||
| Balance at December 31, 2020 | 5,600,000 | $ | 5,600 | $ | 80,415 | $ | — | $ | (67,035 | ) | $ | 18,980 | ||||||||||||
| Net loss for the three months ended March 31, 2021 | — | — | — | — | (5,900 | ) | (5,900 | ) | ||||||||||||||||
| Balance at March 31, 2021 | 5,600,000 | $ | 5,600 | $ | 80,415 | $ | — | $ | (72,935 | ) | $ | 13,080 | ||||||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||||||||||
| F-27 |
| TIPMEFAST, INC. | ||||||||
| Statement of Cash Flows | ||||||||
| (Unaudited) | ||||||||
| For the three months ended March 31, 2021 | For the three months ended March 31, 2020 | |||||||
| (Restated) | ||||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (5,900 | ) | $ | (3,825 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Increase (decrease) in accrued expenses | 1,500 | 1,975 | ||||||
| Net cash used in operating activities | $ | (4,400 | ) | $ | (1,850 | ) | ||
| Cash Flows from Financing Activities: | ||||||||
| Net cash provided by financing activities | $ | — | $ | — | ||||
| Net increase in cash, cash equivalents, and restricted cash | (4,400 | ) | (1,850 | ) | ||||
| Cash, cash equivalents, and restricted cash at beginning of year | 20,980 | 43,880 | ||||||
| Cash, cash equivalents, and restricted cash at end of year | $ | 16,580 | $ | 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. | ||||||||
| F-28 |
TIPMEFAST, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2021
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, 2021. 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, 2021 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, 2020, 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, 2021 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, 2021.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of six months or less to be cash equivalents. The Company had $16,580 of cash as at March 31, 2021.
| F-29 |
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.
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, 2021.
| F-30 |
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, 2021, 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.
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, 2021 and December 31, 2020 respectively.
| F-31 |
NOTE 5 – RESTATEMENT
The following are previously recorded and restated balances as of March 31, 2020.
| TIPMEFAST, INC. | ||||||||||||
| Restated Statement of Operations | ||||||||||||
| (Unaudited) | ||||||||||||
| For the three months ended March 31, 2020 | For the three months ended March 31, 2020 | 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-32 |
| TIPMEFAST, INC. | ||||||||||||
| Restated Statement of Cash Flows | ||||||||||||
| (Unaudited) | ||||||||||||
| For the three months ended March 31, 2020 | For the three months ended March 31, 2020 | 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, 2021 through May 13, 2021. 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, 2021.
| F-33 |
Dealer Prospectus Delivery Obligation
Until ___________ , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered (also included in the Use of Proceeds table).
| SEC Registration | $ | 2 | ||
| Legal Fees and Expenses | 10,000 | |||
| Accounting Fees* | 2,250 | |||
| Miscellaneous* | 200 | |||
| Total | $ | 12,452 | ||
* Estimated
The Issuer will pay all fees and expenses associated with this offering.
Item 14. Indemnification of Directors and Officers
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and by our Bylaws.
Under the Nevada Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the Bylaws.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.
Item 15. Recent Sales of Unregistered Securities
On December 5, 2020, we sold a total of 3,000,000 common shares to management for a gross price of $21,000. The issuances of the shares to the investor was exempt from registration under Sections 4(2) and 4(6) of the Securities Act and Regulation D.
Item 16. Exhibits
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 |
Item 17. Undertakings
The undersigned hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:
| (i) | include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | reflect in the prospectus any facts or events which, individually or together, represent a Company amended change in the information in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | include any additional or changed material information on the plan of distribution. |
(2) that for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
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(3) to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) that for determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser |
(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a directors, officers or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, NV on March ____, 2021.
| TipMeFast, Inc.. | |
| By: /s/ Raid Chalil | |
| Raid Chalil, President, CEO, Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated, on March ___ 2021.
| TipMeFast, Inc.. | |
| By: /s/ Raid Chalil | |
| Raid Chalil, President, Secretary, Treasurer, CEO, Principal Executive Officer, Principal Accounting Officer, Director |
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BY-LAWS
OF
TIPMEFAST, INC.
ARTICLE I - OFFICES
The principal offices of the Corporation shall be located at HaShmura St.1, Zibron Ya’akov, Isreal, and the office address may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 1 - ANNUAL MEETINGS:
The annual meeting of the stockholders of the corporation shall be held within six (6) months after the close of the fiscal year of the Corporation, which is established as the 30st of September of each year, for the purposes of electing directors, and transacting such other business as may properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five percent (25%) of the shares then outstanding and entitled to vote thereat, or as otherwise required by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each meeting of stockholders, whether annual or special, stating the time when and the place where it is to be held, shall be served either personally or by mail, not less than ten or more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their shares pursuant to statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such stockholder at the address as it appears on the transfer agency records or the records of the stockholders of the Corporation, unless he shall have previously filed with the secretary of the Corporation a written request that notices intended for
him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting, in person or by proxy, or submits a signed waiver of notice either before or after such a meeting. Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.
SECTION 5 - QUORUM:
(a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles, and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation", at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record 51% of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.
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(b) Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereat, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.
SECTION 6 - VOTING:
(a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereat.
(b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or by his attorney-in-fact thereunto duly authorized in writing. No Proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a vote of stockholders at a meeting, may be taken without a meeting if authorized by a written consent of shareholders holding at least a majority of the voting power; provided that if a greater proportion of voting
power is required by such action at a meeting, then such greater proportion of written consent shall be required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The number of the directors of the corporation shall not be less than 1 nor more than 9 unless and until otherwise determined by vote of a majority of the entire Board of Directors.
(b) Except as may be otherwise provided herein or in the Articles of Incorporation by way of cumulative voting rights the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by a majority of the votes cast at a meeting of stockholders, by the holders of shares of stock present in person or by proxy, entitled to vote in the election.
(c) Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified; or until his prior death, resignation or removal.
SECTION 2 - DUTIES AND POWERS:
The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of' the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) The regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders at the place of such annual meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.
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(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such change was made within the time limit, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph(c) of such Section 4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notices of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least four (4) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice except as required by Section 8 of this Article III, need not specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the Vice Chairman shall preside, and in his absence, a Chairman chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.
(b) A majority of the directors, present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.
(b) Except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
(c) Unless otherwise required by amendment to the Articles of Incorporation or by statute, any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if a written consent thereto is signed by all the members
of the Board or Committee. Such written consent shall be filed with the minutes of the proceedings of the Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of Incorporation or by statute members of the Board of Directors or of any Committee of the Board of Directors may participate in a meeting of such Board or Committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Such participation is constituted presence of all of the participating persons at such meeting, and each person participating in the meeting shall sign the minutes thereof, which may be signed in counterparts.
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SECTION 8 - VACANCIES:
Any vacancy in the Board of Directors, occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless the vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective;
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for cause by action of the board.
SECTION 11- SALARY:
No stated salary shall be paid to directors, as such for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction.
(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no directors shall be liable in any way by reason of' such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transactions which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.
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ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President, a Treasurer and a Secretary, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman or Vice Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified or until his death, resignation or removal.
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.
SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.
SECTION 6 - SURETIES AND BONDS:
In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any other corporation, any right or power; of the Corporation as such stockholder (including the attendance, acting and voting at stockholders’ meetings and execution of waivers consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors may authorize.
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ARTICLE V - SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. The certificates shall bear the following: the Corporate Seal, the holder’s name, the number of shares of stock and the signatures of: (1) the Chairman of the Board, the President or a Vice President and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant Treasurer.
(b) No certificate representing shares of stock shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty (60) days, nor less than ten (10) days, as the-record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day next preceding the day on which the notice is given, or if no notice is given, the day preceding the day on which the meeting is held. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of stockholders of record entitled to notice of, or to vote at, any meeting of stockholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.
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ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amount, and at such time or times as the Board of Directors may determine
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be October 1 to September 30, and may be changed by the Board of Directors from time to time subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.
ARTICLE IX - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or interstate representative is or was a director, officer or employee of the Corporation or of any corporation in which he served as such at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for gross negligence or misconduct in the performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director or employee may be entitled apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by the affirmative vote of stockholders holding of record, in the aggregate, at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of stockholders, provided that the notice -or-waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.
SECTION 2 - BY DIRECTORS:
The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, bylaws of the Corporation, provided, however, that the stockholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors or to change any provisions of the bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the stockholders. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of Directors, the bylaws so adopted, amended or repealed, together with a concise statement of the changes made.
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CERTIFICATE OF THE PRESIDENT
This is to certify that I am the duly elected, qualified and acting President of:
Tipmefast, Inc.
and that the foregoing By-laws constituting a true and original copy were duly adopted as the by-laws of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand, this 5th day of December, 2017.
Raid Chalil, President
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EXHIBIT 10.7: Subscription Agreement
Tipmefast, Inc.
Subscription Agreement
| 1. | Investment: |
The undersigned (“Buyer”) subscribes for ____________ shares of Tipmefast, Inc. $0.25 per Share.
Total subscription price ($0.25 times number of Shares): = $_____________________.
PLEASE MAKE CHECKS PAYABLE TO: Tipmefast, Inc.
| 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: __________ | |||
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Joint Tenants with rights of Survivorship | |
Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.: | |||
|
Partnership (Limited Partnerships use “Corporation”) | |||||
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Trust | |||||
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Community Property | |
Other (please explain) | |||
1
| 4. | Further Representations, Warrants and Covenants. Buyer hereby represents warrants, covenants and agrees as follows: | |
| (a) | Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement. | |
| (b) | Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment. |
| (c) | Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares. |
| 5. | Acceptance of Subscription. | |
| (a) | It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. | |
| 6. | Governing Law. | |
| (a) | This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without giving effect to any conflict of laws or choice of law rules. | |
IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.
| INVESTOR SUBSCRIPTION ACCEPTED AS OF | ||||||||
| day of | , | |||||||
| Signature of Buyer | ||||||||
| Printed Name | Tipmefast, Inc. | |||||||
| Date | By: | |||||||
| President | ||||||||
| Signature of Buyer |
| Printed Name |
| Date |
Deliver completed subscription agreements and checks to:
Tipmefast, Inc.
c/o EAD Law Group, LLC
6671 S. Las Vegas Blvd, Suite 210
Las Vegas, NV 89119
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
Consent of Independent Registered Public Accounting Firm
To the Board of Directors, Audit Committee & Shareholders
TipMeFast, Inc.
We consent to the use of our report dated February 23, 2020 and dual dated November 17, 2020 in the S-1 filing with the SEC with respect to the balance sheets of TipMeFast, Inc. as of December 31, 2019 (restated) and 2018 (restated) and the related restated statements of operations, changes in stockholders’ equity/(deficit) and cash flows for the years ended December 31, 2019 (restated) and 2018 (restated), and the related notes (collectively referred to as “financial statements”).
Michael Gillespie & Associates, PLLC
Seattle, Washington
August 24, 2021
/S/ Michael Gillespie & Associates, PLLC
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
Consent of Independent Registered Public Accounting Firm
To the Board of Directors
Tipmefast Inc.
We consent to the use of our report dated March 11, 2021 with respect to the financial statements of Tipmefast Inc. as of December 31, 2020 and 2019 (restated) and the related statements of operations, shareholders’ deficit and cash flows for the years then ended.
Michael Gillespie & Associates, PLLC
Seattle, Washington
August 24, 2021
/S/ Michael Gillespie & Associates, PLLC