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EX-32.1 - CERTIFICATION - UpperSolution.comursl_ex321.htm
EX-31.1 - CERTIFICATION - UpperSolution.comursl_ex311.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended February 28, 2018

 

 

or

 

 

¨

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from ___________ to ___________

 

 

Commission File Number 333-190658

 

UpperSolution.com

(Exact name of registrant as specified in its charter)

 

Nevada

 

N/A

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

244 Madison Avenue, New York City, NY

 

10016-2817

(Address of principal executive offices)

 

(Zip Code)

 

(802) 255-4212

(Registrant’s telephone number, including area code)

 

____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

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. x YES   o NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o YES   x NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

¨

Non-accelerated filer

¨

(Do not check if a smaller reporting company)

Smaller reporting company

x

 

 

 

Emerging growth company

x

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o YES   x NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES   o NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

14,100,000 common stock issued and outstanding as of April 20, 2018

 

 
 
 
 

FORM 10-Q

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

11

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

 

Item 4.

Controls and Procedures

 

14

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

16

 

 

 

 

Item 1A.

Risk Factors

 

16

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

16

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

16

 

 

 

 

Item 4.

Mine Safety Disclosures

 

16

 

 

 

 

Item 5.

Other Information

 

16

 

 

 

 

Item 6.

Exhibits

 

17

 

 

 

 

SIGNATURES

 

18

 

  

 
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Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

UPPERSOLUTION.COM

BALANCE SHEETS

February 28, 2018 and May 31, 2017

(Unaudited)

 

 

 

February 28,

 

 

May 31,

 

 

 

2018

 

 

2017

 

ASSETS

Current Assets

 

 

 

 

 

 

Accounts receivable

 

 

2,471

 

 

 

-

 

Total Current Assets

 

 

2,471

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 2,471

 

 

$ -

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

-

 

 

 

9,206

 

Due to related parties

 

 

38,614

 

 

 

2,007

 

Total Current Liabilities

 

 

38,614

 

 

 

11,213

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

38,614

 

 

 

11,213

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Common Stock: $0.001 par value, 75,000,000 shares authorized, 14,100,000 shares issued and outstanding as of February 28, 2018 and May 31, 2017, respectively

 

 

14,100

 

 

 

14,000

 

Additional paid-in capital

 

 

57,513

 

 

 

41,400

 

Accumulated deficit

 

 

(107,756 )

 

 

(66,613 )

Total Stockholders’ Deficit

 

 

(36,143 )

 

 

(11,213 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$ 2,471

 

 

$ -

 

 

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

 

 
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UPPERSOLUTION.COM

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2018 AND 2017

(Unaudited)

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$ 5,834

 

 

$ -

 

 

$ 5,834

 

 

$ -

 

Cost of Goods Sold

 

 

3,363

 

 

 

-

 

 

 

3,363

 

 

 

-

 

Gross Profit

 

 

2,471

 

 

 

-

 

 

 

2,471

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

 

554

 

 

 

1,230

 

 

 

554

 

 

 

3,831

 

Professional

 

 

3,060

 

 

 

2,000

 

 

 

8,060

 

 

 

6,500

 

Impairment

 

 

35,000

 

 

 

-

 

 

 

35,000

 

 

 

-

 

Total operating expenses

 

 

38,614

 

 

 

3,230

 

 

 

43,614

 

 

 

10,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from operations

 

 

(36,143 )

 

 

(3,230 )

 

 

(41,143 )

 

 

(10,331 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before taxes

 

 

(36,143 )

 

 

(3,230 )

 

 

(41,143 )

 

 

(10,331 )

Provision for income taxes

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$ (36,143 )

 

$ (3,230 )

 

$ (41,143 )

 

$ (10,331 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share – Basic and Diluted

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding

 

 

14,055,556

 

 

 

14,000,000

 

 

 

14,018,248

 

 

 

14,000,000

 

 

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

 

 
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UPPERSOLUTION.COM

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2018 AND 2017

(Unaudited)

 

 

 

For the Nine Months Ended

 

 

 

February 28,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$ (41,143 )

 

$ (10,331 )

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(2,471 )

 

 

 

 

Marketable securities

 

 

-

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

(9,206 )

 

 

(300 )

Prepaid expenses

 

 

-

 

 

 

(1,169 )

Net Cash Used in Operating Activities

 

 

(52,820 )

 

 

(11,800 )

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Issuance of common shares for acquisition

 

 

100

 

 

 

-

 

Due to shareholder

 

 

52,720

 

 

 

-

 

Net Cash Provided By Financing Activities

 

 

52,820

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Increase (decrease) in Cash and Cash Equivalents

 

 

-

 

 

 

(11,800 )

Cash and Cash Equivalents, beginning of period

 

 

-

 

 

 

13,800

 

Cash and Cash Equivalents, end of period

 

$ -

 

 

$ 2,000

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-Cash Disclosure:

 

 

 

 

 

 

 

 

Forgiveness of debt by previous related party to contributed capital

 

$ 16,213

 

 

$ -

 

 

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

 

 
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UPPERSOLUTION.COM

NOTES TO THE FINANCIAL STATEMENTS

February 28, 2017

(Unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of UpperSolution.com (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

 

Basis of Presentation

 

The unaudited financial statements for the period ended February 28, 2018, 2018 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of February 28, 2018 and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the nine months ended February 28, 2018, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending May 31, 2018. The balance sheet at May 31, 2017 has been derived from the audited financial statements at that date.

 

Organization, Nature of Business and Trade Name

 

UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

 

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps.

 

On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.

 

Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.

 

Use of Estimates

 

The preparation of financial statements in accounting principles generally accepted in the United States of America 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on UpperSolution.com’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. UpperSolution.com’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

 
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Capital Stock

 

The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001. Currently, there were fourteen million (14,100,000) shares of common stock issued and outstanding as of February 28, 2018.

 

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.

 

Basic and Diluted Net Loss Per Share

 

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. The Company has not issued any options or warrants or similar securities since inception.

 

Recently Issued Accounting Pronouncements

 

Per the Company’s review of the recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC, the Company notes no pronouncements that have a material impact on the Company’s financial statements.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 605,”Revenue Recognition.” The Company recognizes revenue from services only when all of the following criteria have been met:

 

 

i) Persuasive evidence for an agreement exists;

 

ii) Service has been provided;

 

iii) The fee is fixed or determinable; and,

 

iv) Collection is reasonably assured.

  

The Company’s mobile application sales are derived from advertising revenues, and in-app purchases. Revenue related to multi-media downloads is fully recognized when the above criteria are met. The revenue is recognized on a net basis.

 

Accounts Receivable

 

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received from a third party. The terms of receivables are typically 30 days after sale. As of February 28, 2018, and Mary 31, 2016, amounts of $2,471 and $0 were recorded as accounts receivable.

 

 
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Goodwill and Intangible Assets

 

We account for goodwill in accordance with ASC 350 ”Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

 

During the period ended February 28, 2018, we determined that the carrying value of the intangible assets exceeded its fair value at the measurement date, requiring step two in the impairment test process. The fair value of the intangible assets was determined primarily using an income approach based on the present value of discounted cash flows. We determined the implied fair value of the intangible assets was substantially below the carrying value of goodwill. Accordingly, we recognized an impairment loss of $35,000, which resulted in intangible assets value of $0 as of February 28, 2018.

 

Fair Value of Financial Instruments

 

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

 

As of February 28, 2018, and May 31, 2017, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

 

 
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Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.

 

The Company has incurred net losses since inception on April 20, 2013 through February 28, 2018 totaling $107,756 and has negative working capital at February 28, 2018. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.

 

Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

 

In the past year, the Company funded operations by using cash proceeds received through related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

 

NOTE 3 – COMMON STOCK

 

On or about May 20, 2013, Mahmoud Dasuka and Yousef Dasuka, former majority shareholders of the Company, each purchased 5,750,000 common share of the company’s common stock for $5,750 each at $0.001 per share.

 

During the month of May 2015, the Company issued 605,000 common shares for $12,100 in cash at an issue price of $0.02.

 

During the month of June 2015, the Company issued 1,500,000 common shares for $30,000 in cash at an issue price of $0.02.

 

During the month of July 2015, the Company issued 395,000 common shares for $7,900 in cash at an issue price of $0.02.

 

As of February 28, 2018, Common shares issued and outstanding are 14,100,000.

 

On October 18, 2017, the former majority shareholders of the Company agreed to sell 11,500,000 common shares to a company controlled by the current Director and Chief Executive officer of the Company.

 

On January 10, 2018, the Company issued 100,000 common shares for the acquisition of intangible assets of $35,000. The 100,000 common shares were issued to a related party.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On or about May 20, 2013, directors of the company Mahmoud Dasuka and Yousef Dasuka, former majority shareholder of the Company, each purchased 5,750,000 common share of the company’s common stock for $5,750 each at $0.001 per share.

 

On March 16, 2014, Company received loans from a shareholder of $207. The loans are unsecured, non-interest bearing and due on demand.

 

 
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On July 18, 2014, Company received loans from a shareholder of $1,800. The loans are unsecured, non-interest bearing and due on demand.

 

On July 2, 2017, Company received loans from a shareholder of $4,000. The loans were unsecured, non-interest bearing and due on demand.

 

On October 20, 2017, there was a change in control of the Company. As a result, amounts of $6,007 that were previously recorded as due to related parties, have been recorded as additional paid in capital as the amounts were forgiven upon the change in control of the Company. In addition, $8,206 of accounts payable was settled by the previous ownership group and recorded as additional paid in capital, per the terms of the purchase agreement.

 

On January 10, 2018, the shareholders provided $35,000 to the Company for the acquisition of intangible assets.

 

The balance due to the shareholders was $38,614 and $2,007 as of February 28, 2018, and May 31, 2017.

 

NOTE 5 – PROFESSIONAL FEES

 

During the nine months ended February 28, 2018, and 2017, the Company incurred $8,060 and $6,500 of professional fees, primarily related to accounting fees.

 

NOTE 6– COMMITMENTS AND CONTINGENCIES

 

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. For the period ending February 28, 2018, no litigation matters were noted.

 

NOTE 7 – SUBSEQUENT EVENT

 

The Company evaluated all events or transactions that occurred after February 28, 2018 through the date of this filing. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the period ended February 28, 2018.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

 

As used in this quarterly report, the terms “we”, “us”, “our company”, mean UpperSolution.com, a Nevada corporation and our wholly-owned subsidiary Analog Nest Technologies, Inc, a Nevada corporation, unless otherwise indicated.

 

Overview

 

UpperSolution.com was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

 

On January 10, 2018, our company, Analog Nest Technologies, Inc. (“Analog Nest”) and the shareholders of Analog (the “Analog Nest Shareholders”) closed a transaction pursuant a share exchange agreement dated January 10, 2018, whereby our company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock our company issued 100,000 shares of our common stock to the Analog Nest Shareholders.

 

Analog Nest was incorporated in the State of Nevada on September 8, 2017 as a mobile application (“app”) company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms. In December 2017, Analog Nest acquired the following apps: Old Fart Booth, Old Fart Booth Pro, Ugly Face Booth, Ugly Santa Booth, Baldy – Bald Photo Booth, Fatty – Make Funny Fat Faces, Slender Man Scary Prank, Anime Booth, Anime Booth Free, Minecart Mayhem, Pimp My Pet, Pimp My Dog, Cavity Detector – Scary Prank, Mustacher, Alex From Target, A Farm Animal Salon, Mustacher Pro, Pimp My Cat, and Animal Dress Up Salon.

 

Product Lines

 

Analog Nest operates primarily in the computer/software applications industry and specifically in the development of Android and iOS apps for mobile devices. In the past five years the number of total apps on the Google Play Store has increased from around 200,000 in 2011 to around 1.6 million in 2015 and currently about 2 million apps in the Apple’s App store as well. The Google Play Store and Apple’s App Store are generally referred to herein as an “App Store”.

 

 
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We have not declared bankruptcy, been involved in receivership or any similar proceeding.

 

Our office is located at 244 Madison Avenue, New York, NY 10016-2817 and our telephone number is (802) 255-4212. We do not own any property.

 

Results of Operations

 

The following discussion of our financial condition and results of operation for the period ended February 28, 2018 and 2017 and the years ended May 31, 2017 and 2016 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report on Form 8-K.

 

Three months ending February 28, 2018 compared to three months ending February 28, 2017:

 

 

 

Three Months Ended

 

 

 

 

 

 

February 28,

2018

 

 

February 28,

2017

 

 

Change

 

Revenue

 

$ 5,834

 

 

$ -

 

 

$ 5,834

 

Cost of Goods Sold

 

 

3,363

 

 

 

-

 

 

 

3,363

 

Operating expense

 

 

38,614

 

 

 

3,230

 

 

 

35,384

 

Net loss

 

$ (36,143 )

 

$ (3,230 )

 

$ (32,913 )

 

Revenue

 

Revenues totaled $5,834 for the three months ended February 28, 2018, an increase of $5,834 compared to 2017. The increase was primarily a result of revenues from mobile application sales.

 

Operating expense

 

Operating expenses for three months ended February 28, 2018 included general and administrative expenses of $554, and professional fees of $3,060, respectively. In addition, the Company recorded $35,000 impairment on intangible assets during the three months ended February 28, 2018. Operating expenses for three months ended February 28, 2017 included general and administrative expenses of $1,230, and professional fees of $2,000, respectively.

 

Net income

 

Net loss totaled $36,143 for the three months ended February 28, 2018, compared to a net loss for the three months ended February 28, 2017 of $3,230.

 

Nine months ending February 28, 2018 compared to Nine months ending February 28, 2017:

 

 

 

Nine Months Ended

 

 

 

 

 

 

February 28,

2018

 

 

February 28,

2017

 

 

Change

 

Revenue

 

$ 5,834

 

 

$ -

 

 

$ 5,834

 

Cost of Goods Sold

 

 

3,363

 

 

 

-

 

 

 

3,363

 

Operating expense

 

 

43,614

 

 

 

10,331

 

 

 

33,283

 

Net loss

 

$ (41,143 )

 

$ (10,331 )

 

$ (30,812 )

 

Revenue

 

Revenues totaled $5,834 for the nine months ended February 28, 2018, an increase of $5,834 compared to 2017. The increase was primarily a result of revenues from mobile application sales.

 

 
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Operating expense

 

Operating expenses for nine months ended February 28, 2018 included general and administrative expenses of $554, and professional fees of $8,060, respectively. In addition, the Company recorded $35,000 impairment on intangible assets during the nine months ended February 28, 2018. Operating expenses for nine months ended February 28, 2017 included general and administrative expenses of $3,831, and professional fees of $6,500, respectively.

 

Net income

 

Net loss totaled $41,143 for the nine months ended February 28, 2018, compared to a net loss for the nine months ended February 28, 2017 of $10,331.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

February 28,

2018

 

 

May 31,

2017

 

 

Change

 

Current Assets

 

$ 2,471

 

 

$ -

 

 

$ 2,471

 

Current Liabilities

 

$ 38,614

 

 

$ 11,213

 

 

$ 27,401

 

Working Capital (deficiency)

 

$ (36,143

 

 

$ (11,213 )

 

$ 24,930

 

 

The change in working capital deficiency during the period ended February 28, 2018 was primarily a result of increases of due to related party amounts, offset by an increase of accounts receivable of $2,471.

 

Cash Flows

 

 

 

Nine Months Ended

 

 

 

February 28,

2018

 

 

February 28,

2017

 

Cash Flows Provided by (Used in) Operating Activities

 

$ (52,820 )

 

$ (11,800 )

Cash Flows Used in Investing Activities

 

 

-

 

 

 

-

 

Cash Flows Provided by Financing Activities

 

 

52,820

 

 

 

-

 

Net Decrease in Cash During Period

 

$ -

 

 

$ (11,800 )

 

Cash Flow from Operating Activities

 

During the nine months ended February 28, 2018, our company used $52,820 in cash from operating activities, compared to $11,800 cash used in operating activities during the nine months ended February 28, 2017. The cash used from operating activities for the nine months ended February 28, 2018 was attributed to a net loss of $41,143, increase in accounts receivable of $2,471 and a decrease in accounts payable of $9,206.

 

Cash Flow from Investing Activities

 

There were no cash flows from investing activities for the nine months ended February 28, 2018, or 2018.

 

Cash Flow from Financing Activities

 

During the nine months ended February 28, 2018 our company received $52,820 from financing activities compared to $Nil provided by financing activities during the nine months ended February 28, 2017. The cash flow for financing activities for the nine months ended February 28, 2018, was a result of issuance of common shares for acquisition of $100, and due to shareholder of $52,720.

 

 
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Off-Balance Sheet Arrangements

 

We have no 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 is material to stockholders.

 

Going Concern

 

We have incurred net loss since our inception on April 20, 2013 through February 28, 2018 totaling $107,756 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended May 31, 2017 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation Of Disclosure Controls And Procedures

 

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of February 28, 2018, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, our President (our Principal Executive Officer and Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of February 28, 2018, our company’s disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

 

 
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Management’s Report On Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

 

· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

 

 

 

 

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and

 

 

 

 

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.

  

Management assessed the effectiveness of our internal control over financial reporting as of February 28, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

 

Our management concluded that, as of February 28, 2018, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

 

This quarterly report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to rules of the SEC that permit our company to provide only management’s report in this quarterly report.

 

Changes In Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended February 28, 2018 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

Exhibit

Number

 

Description

(31)

 

Rule 13a-14 (d)/15d-14d) Certifications

31.1*

 

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)

 

Section 1350 Certifications

32.1**

 

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101*

 

Interactive Data File

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

_________ 

* Filed herewith.

** Furnished herewith.

 

 
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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.

 

 

UpperSolution.com

 

 

(Registrant)

 

 

 

Dated: April 23, 2018

 

/s/ Kevin So

 

 

Kevin So

 

 

President, Chief Executive Officer, Secretary

and Director

 

 

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

 

 

 

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