Lucent, Inc 10-K for FY2023
Lucent, Inc. (LUCN)
About this 10-K
Lucent, Inc filed this 10-K on March 27, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $15.35K
- compared with a net loss of $15K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Fiscal Year Ended
OR
Commission File Number
(Name of Small Business Issuer in its charter)
| 7373 |
| ||
(State or Other Jurisdiction of Incorporation or Organization) |
| (Primary Standard Industrial Classification Number)
|
| (IRS Employer Identification Number) |
Raid Chalil
(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
Securities registered pursuant to Section 12(b) of the Act:
Tile of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
i
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes
On June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $
As of March 25, 2024, the Company had
ii
TIPMEFAST, INC.
TABLE OF CONTENTS
iii
FORWARD-LOOKING STATEMENTS
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, any statements concerning proposed new products or strategic arrangements, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “intends”, or “continue” or the negative thereof or other comparable terminology. Although the Company and its management believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including but not limited to the Risk Factors set forth under Item 1A, and for the reasons described elsewhere in this report. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof, and we assume no obligation to update these forward-looking statements or reasons why actual results might differ.
iv
PART I
Item 1. Business
Overview
The Company was formed on December 5, 2017 in the State of Nevada as a “C” corporation.
Business Strategy
TipMeFast, Inc., (the company) is a Nevada “C” Corporation 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. TipMeFast, Inc. is a solution to pay and to get paid without exchanging personal information.
TipMeFast allows the user to:
·pay anonymously with a tap of a finger: Simply find the user code you want to tip or pay by GPS nearby, pay any amount up to $500;
·Option to send a message, connect or chat conversation with your old (and new) favorite service professionals;
·The receivers tips can customize an auto-reply message to let favorite patrons know the latest news, band or business.
How it works:
·Sign up for free & create an account to pay and get paid
·Find users, pay and send ratings with personalized message
·Start a private chat after payment with your favorite service professional or artists
TipMeFast App uses data encryption to protect your financial information; we do not share any of it or sell it. It is the simplest way to get paid or pay anyone from a mobile device.
The app is extremely safe with beyond bank grade IT security. The data is encrypted, the app has a PIN and Touch ID and no sensitive user data (SSN, bank account or credit card information, etc.) is never stored on the device or on the TipMeFast servers.
These features and functions have not been actually completed or in a prototype, and may not be available when our mobile application is brought to market.
Our executive offices are located at HaShmura St. 1, ZihronYa’akov, Israel. Our telephone number is 972-373-70057.
Marketing
The Company will begin its marketing program online where our potential customers are most probably able and willing to associate.
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.
Employees
As of December 31, 2023, we had one (1) part time employee, including management. We consider our relations with our employees to be good.
1
Research and development activities and costs
We have not incurred any research and development costs to date.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments.
As of December 31, 2023, there are no unresolved Staff Comments.
Item 2. Properties.
We currently lease office space at HaShmura St. 1, ZihronYa’akov, Israel, 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.
Item 3. Legal Proceedings.
There are no legal actions pending against us nor any legal actions contemplated by us at this time.
Item 4. Mine Safety Disclosures
Not Applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for Common Equity
No public market currently exists for shares of our common stock. Our common stock is eligible for quotation on the Over-the-Counter Bulletin Board . There have been no quotes of our common stock during the two most recent fiscal years and subsequent interim periods for which financial statements are included herein. Accordingly, there is no current quote price for the stock. The Company has no equity compensation plans and there are no shares of common stock issuable upon the exercise of outstanding options or warrants to purchase, or securities convertible into, common stock of the Company. Other than the registered offering for shareholders pursuant to Registration No. 333-222880, there is no common equity being, or publicly proposed to be, publicly offered by the Company, the offering of which could have a material effect on the market price of the Company’s common equity.
Holders
As on December 31, 2023, the Company had 5,600,000 shares of our common stock issued and outstanding held by 30 share holders
Dividend Policy
We have never declared or paid any dividends on our common stock. We currently expect to retain all available funds and future earnings, if any, for use in the operation and growth of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under any agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our Board deems relevant.
2
Securities Authorized for Issuance under Equity Compensation Plans:
The Company does not have any equity compensation plans.
Recent Sales of Unregistered Securities:
None
Item 6. Selected Financial Data.
The Index to Financial Statements and Schedules appears on page 5.
The Report of Independent Registered Public Accounting Firm appears on page F-1, and the Financial Statements and Notes to Financial Statements appear beginning on page F-3.
Item 7. 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 our financial statements and the related notes, and other financial information contained in this prospectus.
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 Operations
As discussed above we have not yet operated pursuant to our business plan. We have generated no revenue in December 31, 2023 and 2022.
Comparison of the years ended December 31, 2023 and 2022
Lack of Revenues
We have limited operational history. During the year ended December 31, 2023 and 2022 we have not generated any revenue. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
Operating Expenses
The Company’s operating expenses for the year ended December 31, 2023 and 2022 were $15,345 and $15,000 respectively. Operating expenses for the year ended December 31, 2023 consisted of professional fees of $7,275 and general and administrative expenses of $8,070. Operating expenses for the year ended December 2022 consisted of professional fees of $7,000 and general and administrative expenses of $8,000.
Net Loss
During the year ended December 31, 2023 and 2022 the Company recognized net losses of $15,345 and $15,000.
Liquidity and Capital Resources
Our capital resources have been acquired through the sale of shares of our common stock and loans from shareholders and third parties.
At December 31, 2023 and 2022, we had total assets of $0.
At December 31, 2023 and 2022, our total liabilities were $33,065 and $17,720 respectively.
3
Cash flows from operating activities
Net cash used in operating activities was ($9,550) for the year ended December 31, 2023 and ($13,880) for the year ended December 2022
Cash flows from financing activities
Net cash provided by financing activities was $9,550 for the year ended December 31, 2023 and $5,800 for the year ended December 2022
Cash Requirements
We intend to propagative funding for our activities, if any, through a combination of the private placement of the company’s equity securities and the public sales of equity securities.
We have no agreement, commitment or understanding to secure any funding from any source.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
Tipmefast, inc. has never been in bankruptcy or receivership.
Office
Tipmefast, inc. executive office is located at HaShmura St. 1, ZihronYa’akov, Isreal,. The telephone number is 972-373-70057.
Tipmefast, inc. is not operating its business plan until such time as capital is raised for operations. To date its operation has involved only selling stock to meet expenses.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable to Smaller Reporting Companies.
Item 8. Financial Statements and Supplementary Data.
TIPMEFAST, INC.
TABLE OF CONTENTS
DECEMBER 31, 2023
4
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
Tipmefast, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Tipmefast, Inc. as of December 31, 2023, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Tipmefast, Inc. as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
The balance sheets of Tipmefast, Inc. as of December 31, 2022, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended were audited by other auditors. Those auditors expressed an unqualified opinion on those financial statements in their report dated May 5, 2022.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 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 Tipmefast, Inc. 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. Tipmefast, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits 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 entity’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 audits 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.
Substantial Doubt About the Entity’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has yet to generate revenue from intended operations, has a net capital deficiency, and therefore a substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
F-1
Critical Audit Matters
Critical audit matters 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. We determined that there are no critical audit matters We have served as Tipmefast, Inc.’s auditor since 2023.
/s/ BARTON CPA
March 25, 2024
F-2
TIPMEFAST, INC.
Balance Sheets
December 31, 2023 |
| December 31, 2022 | |||
ASSETS |
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Current Assets |
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Cash | $ |
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Total Current Assets |
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Total Assets | $ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Current Liabilities |
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Account Payable | $ |
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Due to Related Party |
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Total Current Liabilities |
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Total Liabilities | $ |
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STOCKHOLDERS’ DEFICIT |
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Common stock; $ shares authorized; and outstanding as of December 31, 2023 and December 31, 2022 |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ Deficit | $ |
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The accompanying notes are an integral part of these audited financial statements.
F-3
TIPMEFAST, INC.
Statements of Operations
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REVENUES | $ |
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EXPENSES |
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General and Administrative Expenses |
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Professional Fees |
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Total Expenses |
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Net Loss | $ | ( |
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Net Loss per Common Share - Basic | $ | ( |
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The accompanying notes are an integral part of these audited financial statements.
F-4
TIPMEFAST, INC.
Statement of Changes in Stockholders’ Equity
For the year ended December 31, 2022
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Balance at December 31, 2021 |
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Net Loss for the Year |
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Balance at December 31, 2022 |
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For the year ended December 31, 2023
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Balance at December 31, 2022 |
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Net Loss for the Year |
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Balance at December 31, 2023 |
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The accompanying notes are an integral part of these audited financial statements.
F-5
TIPMEFAST, INC.
Statements of Cash Flows
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Cash Flows from Operating Activities: |
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Net Loss for the Year | $ | ( |
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Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities |
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Net Cash Used in Operating Activities |
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Cash Flows from Investing Activities: |
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Cash Flows from Financing Activities: |
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Net Cash Provided by Financing Activities |
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Net Increase in Cash, Cash Equivalents, and Restricted Cash |
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Cash, Cash Equivalents, and Restricted Cash at Beginning of Year |
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Cash, Cash Equivalents, and Restricted Cash at End of Year | $ |
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Supplemental Cash Flow Information: |
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Interest Paid in Cash | $ |
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Income Taxes paid in Cash | $ |
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The accompanying notes are an integral part of these audited financial statements.
F-6
TIPMEFAST, INC.
Notes to Financial Statements
December 31, 2023
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, Israel.
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, 2023. 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, 2023.
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 $
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The ASC 606’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
F-7
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.
Basic and Diluted Net Loss per Common Share
Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average.
Number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
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, 2023, 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
On December 5, 2017, the Company issued a total of
During the quarter ended December 31, 2018, the Company issued a total of
F-8
During the quarter ended March 31, 2019, the Company issued a total of
There were
NOTE 5 - COMMITMENT AND CONTINGENCIES
The company is not currently involved with and does not know of any pending or threatening litigation against the Company.
NOTE 6 - INCOME TAXES
For the year ended December 31, 2023, 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 $
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of
| For the Years Ended December 31, | ||||
2023 |
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Income tax expense (benefit) at statutory rate | $ | ( |
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Change in valuation allowance |
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Income tax expense | $ |
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Net deferred tax assets consist of the following components as of December 31, 2023 and 2022:
| 2023 |
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Gross deferred tax asset | $ |
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Valuation allowance |
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Net deferred tax asset | $ | - |
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The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows:
| For the Years Ended December 31, | ||||
| 2023 |
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Statutory Federal Income Tax Rate |
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Nontaxable permanent differences |
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Change in valuation allowance |
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Income tax provision |
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Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $
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, 2023.
F-9
NOTE 7 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 2021, Company received $
During the year ended December 31, 2022, Company received $
During the three months ended, March 31, 2023, Company received $
During the three months ended, June 30, 2023, Company received $
During the three months ended, September 30, 2023, Company received $
During the three months ended, December 31, 2023, Company received $
As at December 31, 2023 and 2022, the Company owed $
NOTE 8 - SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after December 31, 2023, through March 25, 2024. 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, 2023.
F-10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There are none.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Chief Executive Officer and the Chief Financial Officer of the Company handles all aspects of the company.
Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of December 31, 2023 due to the Company’s small size and a lack of segregation of duties.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2023 that have materially impacted, or are reasonably likely to materially impact, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process designed by, or under the supervision of the Company’s Chief Executive Officer and the Chief Financial Officer and implemented by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
The Company’s internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are made only in accordance with authorizations of management and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements.
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures, or the Company’s internal controls over financial reporting, will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, the Company’s internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or because the degree of compliance with the policies and procedures may deteriorate.
Management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 and determined that controls are ineffective due to the Company’s small size and lack of segregation of duties.
13
This annual report does not include an attestation report by our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only our management report in this annual report.
Item 9B. Other Information.
None.
Part III
Item 10. Directors, Executive Offices and Corporate Governance
The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:
Name |
| Age |
| Positions |
Raid Chalil |
| 52 |
| Pres, Sec, Treas, Dir, CEO, CFO |
Raid Chalil, President/Director
Mr. Raid Chalil has served as President and Director since inception on December 5, 2017. 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.
Term of office
Our directors are appointed to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board, absent an employment agreement.
Significant employees and consultants
As of the date hereof, the Company has no significant employees.
Code of ethics
We have not adopted a Code of Ethics.
Item 11. Executive Compensation
Currently our officer and director receive no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses he may incur on our behalf.
In the future, once revenue is being generated, we may approve payment of salaries for our officer and director, but currently, no such plans have been approved. No officer or director salaries will be paid from the proceeds of this offering. We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employee.
Stock option grants
We had no outstanding equity awards as of the end of the fiscal periods ended December 31, 2023 or through the date of filing of this prospectus.
14
Employment agreements
We have not entered into an employment agreement with any person. We have no plans to compensate our executive officers in the foreseeable future.
Summary Compensation Table. The following table sets forth certain information concerning the annual and long-term compensation of our current president and secretary during the fiscal year:
Name and principal position |
| Year |
| Salary ($) |
| Bonus ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Nonqualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
| Total ($) |
Raid Chalil, President & CEO |
| 2023 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
2022 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table contains information as of the date of this filing as to the beneficial ownership of shares of common Stock of the Company of each person who was the beneficial owner of five (5%) percent or more of the outstanding shares of the Company.
PRINCIPAL STOCKHOLDERS
5% and greater shareholders’ beneficial ownership
Beneficial Owner |
| Address |
| Number of Shares Owned |
| Percent of Class |
|
|
|
|
|
|
|
Raid Chalil |
| HaShmura St. 1, ZihronYa’akov, Israel |
| 3,000,000 |
| 53.57% |
The following table contains information as of the date of this filing as to the beneficial ownership of shares of common stock of the Company, as well as all persons as a group who were then officers and directors of the Company.
Management beneficial ownership
Title of Class |
| Name and Address (2) |
| Shares |
| Percent (1) |
|
|
|
|
|
|
|
Common Stock |
| Raid Chalil |
| 3,000,000 |
| 53.57% |
Description of capital stock
|
| Authorized and Issued Stock Number of Shares at December 31, 2023 | ||||
Title of Class |
| Authorized |
| Outstanding | ||
Common stock, $0.001 par value per share |
|
| 75,000,000 |
|
| 5,600,000 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On December 5, 2017, we offered and sold 3,000,000 shares of common stock to Raid Chalil, our President, Treasurer and a director, for aggregate consideration of $21,000.
15
Item 14. Principal Accounting Fees and Services
The aggregate professional fees paid to our registered public accounting firm for its annual audit and quarterly reviews during the year ended December 31, 2023 and 2022 were as follows:
|
| 2023 |
| 2022 | ||
Audit Fees and Audit Related Fees: |
|
|
|
|
|
|
Ben Borgers |
| $ | - |
| $ | 5,500 |
Michael Gillespie & Associates, PLLC |
|
| 950 |
|
| - |
Richard Bolko |
|
| 3,000 |
|
| - |
Barton CPA, PLLC |
|
| 2,000 |
|
| - |
Tax Fees |
|
| - |
|
| - |
All Other Fees |
|
| - |
|
| - |
TOTAL |
| $ | 5,950 |
| $ | 5,500 |
In the above table, “audit fees” are fees billed by our Company’s external auditor for services provided in auditing our Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements.
“Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning.
“All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
Part IV
Item 15. Exhibits, Financial Statement Schedules
Exhibit |
| Description |
|
|
|
| Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
|
|
| Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
|
|
| Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
|
|
|
| Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
|
|
|
101.INS |
| XBRL Instance Document |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIPMEFAST, INC.ORATION |
| |
|
|
|
|
Dated: March 27, 2024 | By: | /s/ Raid Chalil |
|
|
| Raid Chalil |
|
|
| President, Secretary, Treasurer, CEO, Principal Executive Officer, Chief Financial Officer, Director |
|
Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Raid Chalil |
| Chief Executive Officer |
| March 27, 2024 |
Raid Chalil |
| Chief Financial Officer |
|
|
17
Exhibit 31.1
TipMeFast, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Raid Chalil, the Chief Executive Officer of TipMeFast, Inc., certify that:
1.I have reviewed the annual report on Form 10-K of TipMeFast, Inc., for the year ended December 31, 2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the for the issuer and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
Date: March 27, 2024
/s/ Raid Chalil
Raid Chalil
Chief Executive Officer
Exhibit 31.2
TipMeFast, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Raid Chalil, the Chief Financial Officer of TipMeFast, Inc., certify that:
1.I have reviewed the annual report on Form 10-K of TipMeFast, Inc., for the year ended December 31, 2023;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the for the issuer and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
Date: March 27, 2024
/s/ Raid Chalil
Raid Chalil
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of TipMeFast, Inc. (the “registrant”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raid Chalil, Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated.
/s/Raid Chalil
Raid Chalil
Chief Executive Officer
(Principal Executive Officer)
March 27, 2024
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of TipMeFast, Inc. (the “registrant”) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raid Chalil, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated.
/s/ Raid Chalil
Raid Chalil
Chief Financial Officer
(Principal Financial/Accounting Officer)
March 27, 2024