10-Q
ULIXE CORP. (WRPT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-252505
WarpSpeed Taxi Inc.
(Exact name of registrant as specified in its charter)
| Wyoming | 85-3978107 |
|---|---|
| State<br> or other jurisdiction of<br><br>incorporation or organization | (I.R.S.<br> Employer<br><br>Identification No.) |
9436 W. Lake Mead Blvd., Ste. 5-53
Las Vegas NV 89134-8340
(Address of principal executive offices) (Zip Code)
(702) 805-0632
Registrant’s telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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<br> accelerated filer | ☐ | Accelerated<br> filer | ☐ |
|---|---|---|---|
| Non-accelerated<br> filer | ☐ | Smaller<br> reporting company | ☒ |
| Emerging<br> growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
242,040,000 shares of common stock are issued and outstanding as of June 2, 2021.
Tableof Contents
| INDEX | ||
|---|---|---|
| Page | ||
| PART I | FINANCIAL INFORMATION | |
| Item<br> 1. | Financial<br> Statements (unaudited) | |
| Balance sheet as of April 30, 2021 | 1 | |
| Statement of operations for the three-month period from ended April 30, 2021 | 2 | |
| Statement of stockholder's equity for the period from February 1, 2021 to April 30, 2021 | 3 | |
| Statement of cash flows for the three-month period ended April 30, 2021 | 4 | |
| Notes to the unaudited financial statements | 5 | |
| Item<br> 2. | Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations | 7 |
| Item<br> 3 | Quantitative<br> and Qualitative Disclosures About Market Risk | 8 |
| Item<br> 4. | Controls<br> and Procedures | 8 |
| PART<br> II | OTHER<br> INFORMATION | |
| Item<br> 1. | Legal<br> Proceedings | 9 |
| Item<br> 1A. | Risk<br> Factors | |
| Item<br> 2. | Unregistered<br> Sales of Equity Securities and Use of Proceeds | 9 |
| Item<br> 3. | Defaults<br> Upon Senior Securities | 9 |
| Item<br> 4 | Mine<br> Safety Disclosures | 9 |
| Item<br> 5. | Other<br> Information | 9 |
| Item<br> 6. | Exhibits | 10 |
| SIGNATURES | 11 |
i
PARTI FINANCIAL INFORMATION
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.
WARPSPEEDTAXI INC.
BALANCESHEET
| ASSETS | |
| Current assets: | |
| Cash | |
| Total current assets | |
| Fixed assets: | |
| Software | |
| Total Fixed assets | |
| Total assets | |
| LIABILITIES & STOCKHOLDER'S EQUITY | |
| LIABILITIES | |
| Current liabilities: | |
| Accounts payable and accrued liabilities | |
| Due to related Parties | |
| Total current liabilities | |
| Long term liabilities: | |
| Notes payable | |
| Total long term liabilities | |
| Total Liabilities | |
| STOCKHOLDER'S EQUITY | |
| Common stock: 0.0001 par value, 500,000,000 authorized, 242,040,000 issued<br> and outstanding as of April 30, 2021 | |
| Accumulated Other Comprehensive Income | |
| Deficit accumulated | ) |
| Total stockholder’s equity | |
| Total liabilities and stockholder’s equity |
All values are in US Dollars.
(The accompanying notes are an integral part of these interim financial statements)
1
WARPSPEEDTAXI INC.
STATEMENTOF COMPREHENSIVE LOSS
Forthe period from February 1, 2021 to April 30, 2021
| **** | April 30,<br>2021 | **** |
|---|---|---|
| Expenses | ||
| General and administrative | ||
| Net Loss | ) | |
| Total Comprehensive Loss | ) | |
| Net loss per share – basic and diluted | ) | |
| Weighted average shares outstanding – basic and diluted |
All values are in US Dollars.
(The accompanying notes are an integral part of these interim financial statements)
2
WARPSPEEDTAXI INC.
STATEMENTOF STOCKHOLDER'S EQUITY
Forthe period from February 1, 2021 to April 30, 2021
| Common Stock | Paid in | Accumulated | ||||||
|---|---|---|---|---|---|---|---|---|
| Number | Par Value | Capital | Deficit | Total | ||||
| **** | **** | **** | **** | |||||
| Balance, January 31, 2021 | 241,000,000 | ) | ||||||
| Common stock<br> issued for cash on April 12, 2021 | 1,040,000 | |||||||
| Other Comprehensive Income | - | |||||||
| Net Loss | - | ) | ) | |||||
| Closing Balance on 30th April 2021 | 242,040,000 | ) |
All values are in US Dollars.
(The accompanying notes are an integral part of these interim financial statements)
3
WARPSPEEDTAXI INC.
STATEMENTOF CASH FLOWS
Forthe period from February 1, 2021 to April 30, 2021
| For the Period | ||
|---|---|---|
| Ended | ||
| April 30,<br>2021 | ||
| Cash flows from operating activities | ||
| Net loss for the period | ) | |
| Change in operating assets and liabilities | ||
| Prepayments & deposits | ||
| Accounts payable and accrued liabilities | ||
| Net cash used in operating activities | ||
| Cash flows from investing activities | ||
| Software Development -WIP | ) | |
| Net cash used in investing activities | ) | |
| Cash flows from financing activities | ||
| Proceeds from issuance of common stock | ||
| Net cash provided by financing activities | ||
| Change in Cash | ||
| Cash – beginning of period | ||
| Cash – end of period | ||
| Supplemental cash flow disclosures | ||
| Cash paid For: | ||
| Interest | ||
| Income tax |
All values are in US Dollars.
(The accompanying notes are an integral part of these interim financial statements)
4
WARPSPEEDTAXI INC.
Notesto the Interim Financial Statements
April30, 2021
(Unaudited)
1.NATURE AND CONTINUANCE OF OPERATIONS
WarpSpeed Taxi Inc. (the “Company”) was incorporated in the state of Wyoming on November 18, 2020 (“Inception”). The Company is a development stage company that is currently developing a ride-hailing and food delivery computer and mobile device application known as “WarpSpeed Taxi”. The Company’s fiscal year-end is July 31.
The Company entered into an asset purchase agreement to acquire the WarpSpeed Taxi computer and mobile device application in its current state of development for cash payments totaling $50,000 plus the issuance of a promissory note for $250,000 that is payable on demand any time after December 31, 2023. The note bears simple interest at a rate of 5% per annum and is unsecured. The Company may pay this note early without penalty. The Company must pay the vendor an additional $40,000 upon the vendor’s delivery of a working prototype of the application.
2.GOING CONCERN
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $19,704 as at April 30, 2021 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. In order to remain in business, the Company will need to raise capital in the next twelve months. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and proceeds from its public offering. The Company has no written or verbal commitments from stockholders, director or officer to provide the Company with any form of cash advances, loans or other sources of liquidity to meet its working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
3.INTERIM REPORTING
The interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted (GAAP) in the United States of America for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. Operating results for the nine-month period ended April 30, 2021 are not necessarily indicative of the results that can be expected for the fiscal year ended July 31, 2021.
There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements from the previous interim financial statement filing.
5
4.CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $0.0001 per share.
On December 30, 2020, the Company issued 141,000,000 shares of common stock for total cash proceeds of $14,100 to the Company’s parent company.
On January 26, 2021, the Company issued 100,000,000 shares of common stock for total cash proceeds of $10,000 to one of its directors.
On April 22, 2021, the Company issued 1,040,000 shares of common stock to 36 subscribers for total cash proceeds of $20,800.
At April 30, 2021, there were no issued and outstanding stock options or warrants.
5.RELATED PARTY TRANSACTIONS
In the period from the Company’s inception on November 18, 2020 to April 30, 2021, the Company received $10,150 from a company affiliated with the Company. This advance is unsecured, non-interest bearing, and has no fixed terms of repayment.
6
ITEM2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
ForwardLooking Statements
This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.
Background
We were incorporated on November 18, 2020 under the laws of the state of Wyoming. We are a development stage company that is currently developing a ride-hailing and food delivery computer and mobile device application known as “WarpSpeedTaxi”. A ride-hailing service, also known as app-taxi, e-taxi, or a mobility service provider, is a service that, via websites and mobile apps, matches passengers with drivers of vehicles for hire that are not licensed taxi drivers. The computer application that we are developing is intended to provide travelers with convenient door-to-door transport that leverages smart mobility platforms to connect drivers with passengers and lets drivers use their personal vehicles. Ride-hailing, like a traditional taxi service, facilitates drivers providing rides to customers for a fee. However, ride-hailing offers additional capabilities, such as efficient pricing tools, matching platforms, rating systems, and food delivery.
From our inception on November 18, 2020 to April 30, 2021, we have had limited operating activities primarily consisting of the incorporation of our company, the completion of our initial equity funding by our parent company and our directors, the acquisition of the WarpSpeed Taxi computer application, the filing of a registration statement with the Securities & Exchange Commission, which was declared effective on March 9, 2021, the sale of shares of our common stock pursuant to our registration statement, and the filing of an application with FINRA for our shares to be quoted for trading on the OTC Markets.
Resultsof Operations
We did not earn any revenues from February 1, 2021 to April 30, 2021.
We incurred expenses in the amount of $18,100 for the period from February 1, 2021 to April 30, 2021, which consisted entirely of general and administrative expenses including $10,000 in legal fees that we incurred in connection with the preparation and filing of our registration statement with the Securities & Exchange Commission.
Liquidityand Capital Resources
At April 30, 2021, we had a cash balance of $30,769 and liabilities totaling $307,985. Our expenditures over the next 12 months are expected to be approximately $178,055.
We do not have sufficient current cash to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission or to fund our plan of operation. We must raise a minimum of $178,055 to complete our plan of operation for the next 12 months. We anticipate our costs of being a reporting company to be approximately $7,500 annually in connection with our public filings that will have to be made on a quarterly basis. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation.
CashFlows from Operating Activities
For the three-month period ended April 30, 2021, net cash flows related to operating activities of $8,135 consisting of a net loss of $18,100 that was offset by a prepayment of $10,000 for legal fees and $16,235 in accounts payable and accrued liabilities that did not impact our cash position.
7
CashFlows from Investing Activities
We used $2,411 net cash in investing activities during the three-month period ended April 30, 2021 in order to fund WarpSpeed Taxi computer application development costs.
CashFlows from Financing Activities
We have financed our operations primarily through the issuance of our shares. During the three-month period ended April 30, 2021, we received $20,800 in proceeds from the sale of 1,040,000 shares of our common stock pursuant to our registration statement that we filed with the Securities & Exchange Commission.
GOINGCONCERN CONSIDERATION
We have not generated any revenues since inception. As of April 30, 2021, we had accumulated losses of $19,704. Our independent auditor included an explanatory paragraph in his report on our audited financial statements for the period ended December 31, 2021 regarding concerns about our ability to continue as a going concern. Our financial statements for that period contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
OFFBALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
CHANGESAND DISAGREEMENT WITH ACCOUNTANTS
There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
Item3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item4. Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of April 30, 2021, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of our 2021 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
8
PARTII—OTHER INFORMATION
Item1. Legal Proceedings.
None
Item2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item3. Defaults Upon Senior Securities.
None
Item4. Mine Safety
Not Applicable
Item5. Other Information
None.
9
PARTII
Item 6. Exhibits
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| WarpSpeed Taxi Inc. | |
|---|---|
| Dated:<br> June 9, 2021 | By:<br> /s/ Mohammed Irfan Rafimiya Kazi<br><br> <br>Mohammed<br> Irfan Rafimiya Kazi |
| President,<br> Chief Executive Officer, and director | |
| Dated:<br> June 9, 2021 | By:<br> /s/ Kateryna Malenko<br><br> <br>Kateryna<br> Malenko |
| Chief<br> Financial Officer |
11
EXHIBIT31.1
CERTIFICATIONS
I, Mohammed Irfran Rafimiya Kazi, certify that:
1. I have reviewed this quarterly report on Form 10-Q of WarpSpeed Taxi Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am 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 13(a)-15(f) and 15(d)-15(f)) for the registrant and I have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 9, 2021
By: /s/ Mohammed Irfan Rafimiya Kazi
Mohammed Irfan Rafimiya Kazi
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT31.2
CERTIFICATIONS
I, Kateryna Malenko, certify that:
1. I have reviewed this quarterly report on Form 10-Q of WarpSpeed Taxi Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am 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 13(a)-15(f) and 15(d)-15(f)) for the registrant and I have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 9, 2021
By: /s/ Kateryna Malenko
Kateryna Malenko
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Mohammed Irfan Rafimiya Kazi, Chief Executive Officer of WarpSpeed Taxi Inc. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2021 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 9, 2021
By: /s/ Mohammed Irfan Rafimiya Kazi
Mohammed Irfan Rafimiya Kazi
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Kateryna Malenko, Chief Financial Officer of WarpSpeed Taxi Inc. (the “Company”) hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the period ended April 30, 2021 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(b) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 9, 2021
By: /s/ Kateryna Malenko
Kateryna Malenko
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)