Attached files

file filename
EX-31.1 - 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-K

 

(Mark One)

 

x

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

 

For the fiscal year ended May 31, 2018

 

¨

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)

 

(I.R.S. Employer Identification No.)

 

244 Madison Avenue, New York City, NY

 

10016-2817

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   (802) 255-4212 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange On Which Registered

N/A

 

N/A

 

Securities registered pursuant to Section 12(g) of the Act:

 

N/A

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.

 

Yes ¨ No x

 

 

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 ¨ No x

 

 

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 last 90 days.

 

Yes x No ¨

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes ¨ No x

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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, 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. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ¨ No x

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2017, was $3,750,000 based on a $1.50 average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 

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

 

14,000,000 common shares as of October 19, 2018.

 

DOCUMENTS INCORPORATED BY REFERENCE 

None.

 

 
 
 
 

TABLE OF CONTENTS

 

Item 1.

Business

 

3

 

Item 1A.

Risk Factors

 

5

 

Item 1B.

Unresolved Staff Comments

 

5

 

Item 2.

Properties

 

5

 

Item 3.

Legal Proceedings

 

5

 

Item 4.

Mine Safety Disclosures

 

5

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

6

 

Item 6.

Selected Financial Data

 

7

 

Item 7.

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

 

7

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

9

 

Item 8.

Financial Statements and Supplementary Data 

 

10

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

11

 

Item 9A.

Controls and Procedures

 

12

 

Item 9B.

Other Information

 

13

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

14

 

Item 11.

Executive Compensation

 

16

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

18

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

19

 

Item 14.

Principal Accounting Fees and Services

 

19

 

Item 15.

Exhibits, Financial Statement Schedules

 

20

 

 

 
2
 
Table of Contents

 

PART I

 

Item 1. Business

 

This annual 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, including the risks in the section entitled “Risk 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this annual 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.

 

General 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 to 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.

 

Our Current Business

 

We are in the business of the creation and development of utility/entertainment apps for Google’s Android and Apple’s iOS platforms, through our wholly owned subsidiary, Analog Nest.

 

 
3
 
Table of Contents

 

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”.

 

Analog Nest generates revenue from selling certain apps in the App Stores and from displaying advertisements in certain applications. Approximately eighty percent (80%) of Analog Nest revenue is generated from the sales of Apps and the remaining revenue comes for advertising.

 

Market Opportunity

 

With the mobile market still booming, there are billions of mobile devices for which we can offer Apps. Given this large number of available devices, even the smallest App ideas have the potential to generate millions of downloads for its developer.

 

Competitive Strengths

 

We believe that the Apps have a solid reputation in the App Stores - some Apps are within the top 1,000 of their categories in the US and also top 10,000 out of all apps on the Google Play Store. We believe that our Apps are for most part unique with solid source codes. Many of the other apps on the market are copycat apps, as opposed to a majority of Analog Nest Apps which are original and unique in their region. We attempt to distinguish the Apps by providing prompt customer services.

 

Customers and Marketing

 

Analog Nest has an aggregate of approximately nine million downloads of its Apps from users around the globe, with the US taking the majority of that share.

 

So far no specific marketing for our Apps has been done. Due to the high ranking and ratings of the Apps, the optimized app store app descriptions, the user's acquisition is done either directly through play store search or via deep linking from within the other Apps in the portfolio. Having a large portfolio of Apps helps drive more downloads, since each App can serve ads for the other Apps on the portfolio.

 

With the introduction of Google’s Universal app campaigns a new marketing opportunity has been given to the app vendors to better target audiences through the Google Ad network in an efficient and cost effective way.

 

Using Google’s Universal app campaigns, the goal is to target 1 million new installs or downloads in the next 12 months. To achieve this number of installs a marketing budget of at least $100,000 USD will be required to generate a lot of installs on a cost per install (CPI) basis.

 

Competition

 

The app industry is highly competitive, with low barriers to entry and we expect more companies to enter the sector and a wider range of apps to be introduced. In addition, we have limited experience in developing apps for mobile and other platforms and our ability to succeed on those platforms is uncertain. As we continue to devote resources to developing apps for those platforms, we will face significant competition from established companies and new-comers.

 

Regulatory Matters

 

Google and Apple are responsible for regulating their respective app stores. Their stringent rules and guidelines make it so that app developers are mostly shielded from government regulatory bodies as each app goes through a manual approval process before being published on the store. If Google or Apple believe that such app could be in breach of any laws, they simply do not approve it.

 

 
4
 
Table of Contents

 

Government Regulation

 

We are subject to a variety of laws in the United States and abroad, including laws regarding consumer protection, intellectual property, export and national security, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users.

 

Employees

 

Other than our directors and officers, who provide their services to our company and independent consultants, we have no full time employees.

 

WHERE YOU CAN FIND MORE INFORMATION

 

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

 

Item 1A. Risk Factors

 

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

 

Item 1B. Unresolved Staff Comments

 

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

 

Item 2. Properties

 

Our address principal executive office is located at 244 Madison Avenue, New York, NY 10016-2817.

 

Item 3. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 
5
 
Table of Contents

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common shares are quoted on the OTC Markets under the symbol “URSL.” The following quotations, obtained from Stockwatch, reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

The following table reflects the high and low bid information for our common stock obtained from Nasdaq and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

 

The high and low bid prices of our common stock for the periods indicated below are as follows:

 

OTC Markets

Quarter Ended

 

High

 

 

Low

 

May 31, 2018

 

 

5.20

 

 

 

0.495

 

February 28, 2018

 

 

4.00

 

 

 

1.50

 

November 31, 2017

 

 

5,000.01

 

 

 

0.50

 

August 31, 2017

 

 

5,000.01

 

 

 

5,000.01

 

 

 

 

 

 

 

 

 

 

May 31, 2017

 

 

5,000.01

 

 

 

5,000.01

 

February 28, 2017

 

 

5,000.01

 

 

 

5,000.01

 

November 31, 2016

 

 

5,000.01

 

 

 

5,000.01

 

August 31, 2016

 

 

10,000

 

 

 

0.02

 

 

Our shares are issued in registered form. Action Stock Transfer, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City UT 84121 (Telephone: (801) 274-1088; Facsimile: (801) 274-1099 is the registrar and transfer agent for our common shares.

 

On October 19, 2018, the shareholders’ list showed 2 registered shareholders with 14,000,000 common shares outstanding.

 

Dividend Policy

 

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

 

Equity Compensation Plan Information

 

We do not have any equity compensation plans.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

We did not sell any equity securities which were not registered under the Securities Act during the year ended May 31, 2018 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended May 31, 2018.

 

 
6
 
Table of Contents

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended May 31, 2018.

 

Item 6. Selected Financial Data

 

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

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual 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 annual report, particularly in the section entitled “Risk Factors” beginning on page 6 of this annual report.

 

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Results of Operations - Years Ended May 31, 2018 and 2017

 

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended May 31, 2018 and 2017, which are included herein.

 

Our operating results for the year ended May 31, 2018 and 2017, and the changes between those periods for the respective items are summarized as follows:

 

 

 

For the Year Ended

 

 

 

 

 

May 31,

 

 

 

 

 

2018

 

 

2017

 

 

Change

 

Revenue

 

$ 6,759

 

 

$ -

 

 

$ 6,759

 

Cost of Goods Sold

 

 

3,363

 

 

 

-

 

 

 

3,363

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

-

 

General and administrative expenses

 

 

1,009

 

 

 

5,091

 

 

 

(4,082 )

Professional fees

 

 

19,130

 

 

 

10,500

 

 

 

8,630

 

Impairment

 

 

35,000

 

 

 

-

 

 

 

35,000

 

Net Loss

 

$ (51,743 )

 

$ (15,591 )

 

$ (36,152 )

 

Revenues totaled $6,759 for the year ended May 31, 2018, an increase of $6,759 compared to 2017. The increase was primarily a result of revenues from mobile application sales.

 

Operating expenses for the year ended May 31, 2018 and May 31, 2017 were $55,139 and $15,591 respectively. The increase in operating expenses was primarily due to an impairment loss of intangible assets.

 

 
7
 
Table of Contents

 

Net loss was $51,743 for year ended May 31, 2018 and $15,591 for the year ended May 31, 2017.

 

Liquidity and Capital

 

 

 

May 31,

 

 

May 31,

 

 

 

2018

 

 

2017

 

Current Assets

 

$ 3,396

 

 

$ -

 

Current Liabilities

 

$ 50,139

 

 

$ 11,213

 

Working Capital

 

$ (46,743 )

 

$ (11,213 )

 

 

 

For the Year Ended

 

 

 

May 31,

 

 

 

2018

 

 

2017

 

Cash Flows used in Operating Activities

 

$ (14,629 )

 

$ (13,800 )

Cash Flows used in Investing Activities

 

 

(35,000 )

 

 

-

 

Cash Flows from Financing Activities

 

 

49,629

 

 

 

-

 

Net change in Cash During Period

 

$ -

 

 

$ (13,800 )

 

As of May 31, 2018, we had a working capital deficit of $46,743 compared to a working capital deficit of $11,213 as of May 31, 2017. As of May 31, 2018, we had current assets of $3,396 (2017 – $0) and current liabilities of $50,139 (2017 – $11,213). The Increase in a working capital deficit is primarily due to an increase in due to related parties.

 

Cash Flows from Operating Activities

 

For the year ended May 31, 2018, net cash flows used in operating activities was $14,629 consisting of a net loss of $51,743 and was offset by impairment of $35,000 and a change in operating assets and liabilities of $2,114. For the year ended May 31, 2017, net cash flows used in operating activities was $13,800 consisting of a net loss of $15,591 and was offset by change in operating assets and liabilities of $1,791.

 

Cash Flows Used in Investing Activities

 

For the years ended May 31, 2018 and 2017, we used $35,000 for an acquisition of intangible assets and $0 of cash in investing activities, respectively.

 

Cash Flows from Financing Activities

 

For the year ended May 31, 2018, and the May 31, 2017, we received $49,629 from loans from shareholder and $0 from financing activities, respectively.

 

Liquidity and Capital Resources

 

Our cash balance at May 31, 2018 was $0, with $50,139 in outstanding current liabilities, consisting of $6,510 in accounts payable and accrued liabilities and $43,629 in due to related parties. We estimate total expenditures over the next 12 months are expected to be approximately $50,000.

 

Contractual Obligations

 

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

 

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.

 

 
8
 
Table of Contents

 

Critical Accounting Policies

 

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 our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our 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.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on our company's financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

 
9
 
Table of Contents

 

Item 8. Financial Statements and Supplementary Data

 

UpperSolution.com

 

INDEX TO FINANCIAL STATEMENT

 

Balance Sheets at May 31, 2018 and 2017

 

F-2

 

 

 

 

Statements of Operations for the years ended May 31, 2018 and 2017

 

F-3

 

 

 

 

Statements of Stockholders' Equity for the years ended May 31, 2018 and 2017

 

F-4

 

 

 

 

Statements of Cash Flows for the years ended May 31, 2018 and 2017

 

F-5

 

 

 

 

Notes to Financial Statements

 

F-6

 

 

 
10
 
Table of Contents

  

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of UpperSolution.com

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of UpperSolution.com (the "Company") as of May 31, 2018 and 2017, the related statements of operations, stockholders' equity (deficit), and cash flows for the years 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 the Company as of May 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit 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.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Substantial Doubt about the Company’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’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2018

Lakewood, CO

November 5, 2018 

 

 
F-1
 
Table of Contents

 

UPPERSOLUTION.COM

BALANCE SHEETS

 

 

 

May 31,

 

 

May 31,

 

 

 

2018

 

 

2017

 

ASSETS

Current Assets

 

 

 

 

 

 

Accounts receivable

 

 

3,396

 

 

 

-

 

Total Current Assets

 

 

3,396

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 3,396

 

 

$ -

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

6,510

 

 

 

9,206

 

Due to related parties

 

 

43,629

 

 

 

2,007

 

Total Current Liabilities

 

 

50,139

 

 

 

11,213

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

50,139

 

 

 

11,213

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

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

 

 

14,100

 

 

 

14,000

 

Additional paid-in capital

 

 

57,513

 

 

 

41,400

 

Accumulated deficit

 

 

(118,356 )

 

 

(66,613 )

Total Stockholders' Deficit

 

 

(46,743 )

 

 

(11,213 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$ 3,396

 

 

$ -

 

 

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

 

 
F-2
 
Table of Contents

 

UPPERSOLUTION.COM

STATEMENTS OF OPERATIONS

 

 

 

For the Year Ended

 

 

 

May 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Revenues

 

$ 6,759

 

 

$ -

 

Cost of Goods Sold

 

 

3,363

 

 

 

-

 

Gross Profit

 

 

3,396

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administration

 

 

1,009

 

 

 

5,091

 

Professional

 

 

19,130

 

 

 

10,500

 

Impairment

 

 

35,000

 

 

 

-

 

Total operating expenses

 

 

55,139

 

 

 

15,591

 

 

 

 

 

 

 

 

 

 

Net loss from operations

 

 

(51,743 )

 

 

(15,591 )

 

 

 

 

 

 

 

 

 

Net loss before taxes

 

 

(51,743 )

 

 

(15,591 )

Provision for income taxes

 

 

-

 

 

 

-

 

Net loss

 

$ (51,743 )

 

$ (15,591 )

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share – Basic and Diluted

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding

 

 

14,038,904

 

 

 

14,000,000

 

 

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

 

 
F-3
 
Table of Contents

 

UPPERSOLUTION.COM

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common stock

 

 

paid-in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2016

 

 

14,000,000

 

 

$ 14,000

 

 

$ 41,400

 

 

$ (51,022 )

 

$ 4,378

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(15,591 )

 

 

(15,591 )

Balance, May 31, 2017

 

 

14,000,000

 

 

$ 14,000

 

 

$ 41,400

 

 

$ (66,613 )

 

$ (11,213 )

Forgiveness of loans with previous related party

 

 

-

 

 

 

-

 

 

 

16,213

 

 

 

-

 

 

 

16,213

 

Common shares issued for acquisition

 

 

100,000

 

 

 

100

 

 

 

(100 )

 

 

-

 

 

 

-

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(51,743 )

 

 

(51,743 )

Balance, May 31, 2018

 

 

14,100,000

 

 

$ 14,100

 

 

$ 57,513

 

 

$ (118,356 )

 

$ (46,743 )

 

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

 

 
F-4
 
Table of Contents

 

UPPERSOLUTION.COM

STATEMENTS OF CASH FLOWS

 

 

 

For the Year Ended

 

 

 

May 31,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$ (51,743 )

 

$ (15,591 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Impairment loss

 

 

35,000

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,396 )

 

 

-

 

Accounts payable and accrued liabilities

 

 

5,510

 

 

 

656

 

Prepaid expenses

 

 

-

 

 

 

1,135

 

Net Cash Used in Operating Activities

 

 

(14,629 )

 

 

(13,800 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Acquisition of intangible assets

 

 

(35,000 )

 

 

-

 

Net Cash Used in Investing Activities

 

 

(35,000 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Due to shareholder

 

 

49,629

 

 

 

-

 

Net Cash Provided By Financing Activities

 

 

49,629

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Increase (decrease) in Cash and Cash Equivalents

 

 

-

 

 

 

(13,800 )

Cash and Cash Equivalents, beginning of period

 

 

-

 

 

 

13,800

 

Cash and Cash Equivalents, end of period

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

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

 

 

$ -

 

Issuance of common shares for acquisition

 

$ 100

 

 

$ -

 

 

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

 

 
F-5
 
Table of Contents

 

UPPERSOLUTION.COM

NOTES TO THE FINANCIAL STATEMENTS

 

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 Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) and presented in US dollars. The fiscal year end is May 31.

 

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.

 

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.

 

 
F-6
 
Table of Contents

 

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 May 31, 2018 and 2017, amounts of $3,396 and $0 were recorded as accounts receivable.

 

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.

 

 
F-7
 
Table of Contents

 

During the period ended May 31, 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 May 31, 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 May 31, 2018, and 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.

 

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 May 31, 2018 totaling $118,356 and has negative working capital at May 31, 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.

 

 
F-8
 
Table of Contents

 

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

 

The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.

 

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.

 

As of May 31, 2018 and 2017, 14,100,000 and 14,000,000 shares of common stock were issued and outstanding, respectively.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On July 2, 2017, the Company received loans from a former 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.

 

During the year ended May 31, 2018, the Company received loans from a shareholder of $10,629 to pay the operating expenses and $2,000 was forgiven and recorded as additional paid in capital. The loans were unsecured, non-interest bearing and due on demand.

 

The balance due to the shareholders was $43,629 and $2,007 as of May 31, 2018 and 2017.

 

NOTE 5 – 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 May 31, 2018, no litigation matters were noted.

 

 
F-9
 
Table of Contents

 

NOTE 6 – INCOME TAXES

 

Due to the Company’s net loss from inception on April 20, 2013 to May 31, 2017 there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at May 31, 2018.

 

The components of net deferred tax assets are as follows:

 

Income tax provision at the federal statutory rate

 

 

21 %

Effect on operating losses

 

 

(21 %)

 

 

 

-

 

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the year ended May 31, 2018. The Company’s financial statements for the year ended May 31, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes.

 

Changes in the net deferred tax assets consist of the following:

 

 

 

May 31,

2018

 

 

May 31,

2017

 

Net operating loss carry forward

 

$ 27,031

 

 

$ 23,515

 

Effect of change in the statutory rate

 

 

(10,812 )

 

 

 

 

Valuation allowance

 

 

(16,219 )

 

 

(23,515 )

Net deferred tax asset

 

$ -

 

 

$ -

 

 

A reconciliation of income taxes computed at the statutory rate is as follows:

 

 

 

May 31,

2018

 

 

May 31,

2017

 

Income tax (expense) benefit at statutory rate

 

$ 3,516

 

 

$ 3,274

 

Change in valuation allowance

 

 

(3,516 )

 

 

(3,274 )

Income tax expense

 

$ -

 

 

$ -

 

 

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.

 

NOTE 7 – SUBSEQUENT EVENT

 

The Company evaluated all events or transactions that occurred after May 31, 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 May 31, 2018.

 

 
F-10
 
Table of Contents

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

From February 6, 2018 through April 10, 2018, PLS CPAs ("PLS"), was the independent registered public accounting firm of our company. On April 10, 2018, we notified PLS we were terminating it as our independent certifying accountant.

 

PLS has not provided our company with an audit report, however, none of our previous audit reports, in particular the audit reports for the fiscal years ended May 31, 2017 and May 31, 2016, contained any adverse opinion or disclaimer of opinion, nor were qualified or modified as to uncertainty, audit scope, or accounting principles, except for a going concern qualification on the Company's financial statements for the fiscal years ended May 31, 2017 and 2016.

 

From February 6, 2018 to April 10, 2018, there were no disagreements (as defined in Item 304 of Regulation S-K) with PLS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PLS would have caused it to make reference in connection with its opinion to the subject matter of the disagreement. Further, during the period of February 6, 2018 to April 10, 2018, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

On February 6, 2018, we dismissed Weinberg & Baer LLC ("Weinberg") as our company’s independent principal accountant to audit the Company’s financial statements. The decision to change accountants was approved by our board of directors. Our company does not have a standing Audit Committee.

 

Our company's independent principal accountant's report on the financial statements for each of the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, with the exception that:

 

(i) the report dated August 2, 2017 contained the following explanatory paragraph: "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of as May 31, 2017, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note B to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty"; and

 

(ii) the report dated August 21, 2016 contained the following explanatory paragraph: "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of as May 31, 2016, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note B to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty."

 

During our company’s two most recent fiscal years and the subsequent interim periods preceding our dismissal of Weinberg, there were: (i) no disagreements with Weinberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Weinberg, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and (ii) no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

 

 
11
 
Table of Contents

 

Item 9A. Controls and Procedures

 

Evaluation Of Disclosure Controls And Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (our chief executive officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.

 

Management's Annual Report On Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our company.

 

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

 

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

 

Under the supervision and with the participation of our chief executive officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of May 31, 2018, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

 

Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses:

 

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

 

Inadequate Segregation Of Duties: We have an inadequate number of personnel to properly implement control procedures.

 

 
12
 
Table of Contents

 

Lack Of Audit Committee & Outside Directors On The Company's Board Of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

 

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.

 

Management, including our chief executive officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

 

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

 

Changes In Internal Controls Over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended May 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

 
13
 
Table of Contents

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

Name

 

Position Held with the Company

 

Age

 

Date First Elected or Appointed

Mark Kevin So

 

Chief Executive Officer, President, Secretary and Director

 

28

 

January 10, 2018

 

Business Experience

 

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

 
14
 
Table of Contents

 

Mark Kevin So – President, Chief Executive Officer, Secretary and Director

 

Mr. So has been involved in the e-commerce scene in the starting with his first job as an online marketing officer at Organica Nutraceuticals in 2009. Since then he has gone on to other positions similarly related to e-commerce such as Marketing manager with SadoTech, culminating with his last position at BIGMK Ecommerce Inc as their assistant VP of E-commerce operations since 2014. Mr. So obtained his Masters in Information Technology at AMA University, Makati, Philippines in 2014.

 

Our company believes that Mr. So's professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.

 

Employment Agreements

 

We have no formal employment agreements with any of our directors or officers.

 

Family Relationships

 

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 

 

1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

 

 

 

2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

 

 

 

3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

 

 

 

4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

 

 

 

5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 

 

 

6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

 
15
 
Table of Contents

 

Compliance with Section 16(A) of the Securities Exchange Act of 1934

 

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.

 

Code of Ethics

 

We have not adopted a Code of Business Conduct and Ethics.

 

Board and Committee Meetings

 

Our board of directors held no formal meetings during the year ended May 31, 2018. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Colorado Revised Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Nomination Process

 

As of May 31, 2018, we did not effect any material changes to the procedures by which our shareholders August recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they August do so by sending communications to the president of our company at the address on the cover of this annual report.

 

Audit Committee

 

Currently our audit committee consists of our entire board of directors. We do not have a standing audit committee as we currently have limited working capital and minimal revenues. Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.

 

Audit Committee Financial Expert

 

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

 

Item 11. Executive Compensation

 

The particulars of the compensation paid to the following persons:

 

 

(a) our principal executive officer;

 

 

 

 

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2018 and 2017; and

 

 
16
 
Table of Contents

 

 

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2018 and 2017, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

 

SUMMARY COMPENSATION TABLE

Name and Principal Position

 

Year

 

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option Awards

($)

 

 

Non-Equity Incentive Plan Compensa-tion

($)

 

 

Change in Pension

Value and Nonqualified Deferred Compensa-tion Earnings

($)

 

 

All

Other Compensa-tion

($)

 

 

Total

($)

 

Mark Kevin So(1) President,

 

2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

CEO, Secretary and Director

 

2017

 

 

N/A

 

 

N/A

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yousef Dasuka(2) Former

 

2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

President, CEO and Director

 

2017

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mahmoud Dasuka(3) Former

 

2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Treasurer, Secretary and Director

 

2017

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1) Mark Kevin So was appointed President, Chief Financial Officer, Secretary and Director on January 10, 2018.

 

 

 

 

(2) Yousef Dauksa was appointed President, CEO and Director on April 20, 2013 and resigned all positions on January 10, 2018

 

 

 

 

(3) Mahmoud Dasuka was appointed Secretary, Treasurer and Director on April 20, 2013and resigned all positions on January 10, 2018.

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

Grants of Plan-Based Awards

 

During the fiscal year ended May 31, 2018 we did not grant any stock options.

 

 
17
 
Table of Contents

 

Option Exercises and Stock Vested

 

During our fiscal year ended May 31, 2018 there were no options exercised by our named officers.

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of October 19 , 2018, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common and preferred stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common and preferred stock, except as otherwise indicated.

 

Name and Address of Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

 

Percentage of
Class(1)(2)(3)(4)(5)(6)

 

Kevin So 244 Madison Avenue, New York, NY 10016-2817

 

Nil

 

Nil

 

Directors and Executive Officers as a Group

 

Nil

 

Nil

 

Evershine Holdings Limited(1) Global Gateway 9 Rue de la Perle Providence, Mahe Seychelles

 

11,500,000 Common

 

82.1%

5% shareholders as a group

 

11,500,000 Common

 

82.1%

 

(1)

Evershine Holdings Limited is controlled by Mr. Paul Gonzalez, who may therefore be deemed the beneficial owner of the shares registered in the name of Evershine Holdings Limited.

_________________

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on October 19, 2018. As of October 19, 2018 there were 14,000,000 shares of our company’s common stock issued and outstanding.

 

 
18
 
Table of Contents

 

Changes in Control

 

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended May 31, 2018, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

 

Director Independence

 

We currently act with one director, consisting of Kevin So. We have determined that none of our directors is an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

 

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

 

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

 

Item 14. Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscal year ended May 31, 2018 and for fiscal year ended May 31, 2017 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

 

 

Year Ended

 

 

 

May 31,

2018

 

 

May 31,

2017

 

Audit Fees

 

$ 9,700

 

 

$ 9,000

 

Audit Related Fees

 

 

-

 

 

 

-

 

Tax Fees

 

 

-

 

 

 

-

 

All Other Fees

 

 

-

 

 

 

-

 

Total

 

$ 9,700

 

 

$ 9,000

 

 

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

 
19
 
Table of Contents

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a) Financial Statements

 

(1) Financial statements for our company are listed in the index under Item 8 of this document.

 

(2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

(b) Exhibits

 

Exhibit Number

Description

(31)

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

31.1*

Section 302 Certification by the Principal Executive Officer

(32)

Section 1350 Certifications

32.1**

Section 906 Certification by the Principal Executive 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

 

 
20
 
Table of Contents

 

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, thereto duly authorized.

 

 

UPPERSOLUTION.COM.

 

 

(Registrant)

 

 

 

 

 

Dated: November 8, 2018

 

/s/ Kevin So

 

 

Kevin So

 

 

President, Chief Executive Officer, Secretary and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: November 8, 2018

 

/s/ Kevin So

 

 

Kevin So

 

 

President, Chief Executive Officer, Secretary and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

21