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 August 31, 2019

For the quarterly period ended: November 30, 2018

or

For the transition period from _________________ to _________________

Commission File Number: 333-190658

Nevada

N/A

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

(802) 255-4212

(Registrant’s telephone number, including area code)

  ____________________________________________________________

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

(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     ¨x 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). ¨ 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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ 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. ¨ YES     ¨ 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 January 14,

148,433 common stock issued and outstanding as of October 7, 2019

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION			3
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		912
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1215
Item 4.	Controls and Procedures		1215
PART II - OTHER INFORMATION			1417
Item 1.	Legal Proceedings		1417
Item 1A.	Risk Factors		1417
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1417
Item 3.	Defaults Upon Senior Securities		1417
Item 4.	Mine Safety Disclosures		1417
Item 5.	Other Information		1417
Item 6.	Exhibits		1518
SIGNATURES				1619

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

UPPERSOLUTION.COMSTARTECH LABS, INC.

(formerly UPPERSOLUTION.COM)

BALANCE SHEETS

(Unaudited)(Unaudited)

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

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STARTECH LABS, INC.

UPPERSOLUTION.COM(formerly UPPERSOLUTION.COM)

STATEMENTS OF OPERATIONS

(Unaudited)(Unaudited)

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

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STARTECH LABS, INC.

(formerly UPPERSOLUTION.COM)

STATEMENT OF STOCKHOLDERS’ DEFICIT

(Unaudited)

UPPERSOLUTION.COM

STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Six Months Ended
		November 30,
		2018				2017
Cash Flows from Operating Activities:
Net loss		$	(22,916	)		$	(5,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts receivable			(555	)			-
Accounts payable			(1,288	)			(9,206	)
Net Cash Used in Operating Activities			(24,759	)			(14,206	)
Cash Flows from Financing Activities:
Due to related party			24,759				14,206
Net Cash Provided by Financing Activities			24,759				14,206
Net Change in Cash and Cash Equivalents			-				-
Cash and Cash Equivalents, beginning of period			-				-
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

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

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STARTECH LABS, INC.

(formerly UPPERSOLUTION.COM)

STATEMENTS OF CASH FLOWS

(Unaudited)

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

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STARTECH LABS, INC.

(formerly UPPERSOLUTION.COM)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

November 30,AUGUST 31, 2019

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

(Unaudited)

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.

On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.

Disposal of business

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.

The company is currently evaluating future business opportunities.

NOTE 12 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of UpperSolution.comStartech Labs, Inc. (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 accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

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In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of November 30, 2018August 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the sixthree months ended November 30, 2018August 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 20182019 filed with the SEC on November 8, 2018.

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.August 21, 2019.

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’sthe Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. UpperSolution.com’sThe Company’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.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business.

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.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	·	identify the contract with a customer;
	·	identify the performance obligations in the contract;8
	·	determine the transaction price;
	·	allocate the transaction price to performance obligations in the contract; and
	·	recognize revenue as the performance obligation is satisfied.Table of Contents

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.

For the three months ended August 31, 2019 and 2018, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

Accounts ReceivableFair Value of Financial Instruments

The Company records accounts receivableapplies 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 ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cashthe fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not yet been received from a third party. The terms of receivables are typically 30 days after sale. elected the fair value option for any eligible financial instruments.

As of November 30, 2018,August 31, 2019 and MaryMay 31, 2018,2019, the Company had no valuation allowance for doubtfulcarrying value of accounts forpayable and loans that are required to be measured at fair value, approximated fair value due to the Company’s accounts receivableshort-term nature and recorded no bad debt expense.maturity of these instruments.

Recently IssuedDiscontinued Operations

The Company follows ASC 205-20,” Discontinued Operations,” to report for disposed or discontinued operations.

Recent Accounting Pronouncements

Per the Company’s review of theManagement has considered all other recent accounting pronouncements issued bysince the FASB (including its EITF), the AICPA, and the SEC, the Company notes nolast audit of our financial statements. The Company’s management believes that these recent pronouncements thatwill not have a material impacteffect on the Company’s financial statements.

NOTE 23 – 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.

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The Company has incurred net losses since inception on April 20, 2013 through November 30, 2018August 31, 2019 totaling $141,272$222,338 and has negative working capital at November 30, 2018.August 31, 2019. 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 34 – COMMON STOCK

During the six months ended November 30, 2018, there were no issuancesThe Company has authorized seventy-five million (75,000,000) shares of common stock.stock with a par value of $0.001.

On June 26, 2019, a majority of our stockholders and our board of directors approved a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The reverse stock split became effective on July 17, 2019. The reverse stock split has been retrospectively reflected in the financial statements for the year ended May 31, 2019.

As of November 30, 2018August 31, 2019 and May 31, 2018,2019, 148,433 shares of common sharesstock were issued and outstanding are 14,100,000.outstanding.

NOTE 45 – RELATED PARTY TRANSACTIONS

During the six months ended November 30, 2018 and 2017,On June 1, 2019, the Company received loans from a shareholderissued convertible notes to three un-affiliated parties for an aggregate amount of $24,759 and $14,206, respectively.

The balance due$81,859 to replace the full amount of related party advances that had been provided to the shareholders was $68,388 and $43,629 as of November 30, 2018, andCompany through May 31, 2018.2019. The loans were unsecured, non-interest bearing andconvertible notes are due on demand.demand, bear interest at 25% per annum and are convertible at $0.95 per share for the Company common stock.

NOTE 56 – COMMITMENTS AND CONTINGENCIESCONVERTIBLE NOTES

From time to time

On June 1, 2019, the Company may become aissued convertible notes to three unaffiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to litigation matters involving claims against the Company. Management believes that it is adequately insuredCompany through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.95 per share for its operations and there are no current matters that would have a material effect on the Company’s financial position or resultsCompany common stock. The total debt discount from the beneficial conversion features of operations. For$38,775 was expensed upon issuance of the period ended November 30, 2018, no litigation matters were noted.notes. 

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On August 31, 2019, the Company issued a convertible note to an unaffiliated party of $14,717 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note. 

During the three months ended August 31, 2019, the Company incurred note interest expense of $5,230.

As of August 31, 2019, the convertible notes payable and accrued note interest payable was $96,576 and $5,230, respectively.

NOTE 7 – DISCONTINUED OPERATIONS

On December 1, 2018, the Company disposed of its subsidiary that focused on online mobile applications. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this business in discontinued operations.

The following table shows the results of operations which are included in the loss from discontinued operations:

NOTE 8 – SUBSEQUENT EVENT

The Company evaluated all events or transactions that occurred after August 31, 2019 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 August 31, 2019.

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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’sindustry'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,Startech Labs, Inc., a Nevada corporation, unless otherwise indicated.

Overview

UpperSolution.com wasWe were incorporated in the State of Nevada on April 20, 2013 under the name UpperSolution.com 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.

On June 26, 2019, a majority of our stockholders and our board of directors approved a change of name of our company to “Startech Labs, Inc.” and a reverse stock split of our issued and outstanding shares of common stock on a ninety-five (95) old for one (1) new basis. The name change and reverse stock split became effective on July 17, 2019.

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 and we do not have a corporate website.

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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.

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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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.

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 November 30,August 31, 2019 and 2018 and 2017 and the years ended May 31, 20182019 and 20172018 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 November 30, 2018August 31, 2019 compared to three months ending November 30, 2017:August 31, 2018:

Revenue

Revenues totaled $221We have not generated any revenues for the three months ended November 30, 2018, an increase of $221 compared to 2017. The increase was primarily a result of revenues from mobile application sales.August 31, 2019 and August 31, 2018.

Operating expense

Operating expenses for the three months ended November 30,August 31, 2019 included general and administrative expenses of $450, and professional fees of $13,693, respectively. Operating expenses for three months ended August 31, 2018 included general and administrative expenses of $450, and professional fees of $13,772,$8,799, respectively.

Other expense

Operating expensesexpense for three months ended November 30, 2017August 31, 2019 included generalamortization of convertible note discount on beneficial conversion feature of $45,746 and administrative expensesconvertible note interest expense of $0, and professional fees of $2,000, respectively.$5,230.

Net incomeLoss from continued operations

NetFor the three month ended August 31, 2019, our company incurred loss totaled $14,001 forfrom continued operations of $65,119, compared to $9,249 incurred during the three months ended November 30, 2018, comparedAugust 31, 2018. The increase in loss from continued operations was mainly attributed to a net loss forthe increase in other expense incurred during the three months ended November 30, 2017 of $2,000.

Six months ending November 30, 2018 compared to six months ending November 30, 2017:

Revenue

Revenues totaled $555 for the six months ended November 30, 2018, an increase of $555 compared to 2017. The increase was primarily a result of revenues from mobile application sales.August 31, 2019.

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Operating expenseIncome from discontinued operations

Operating expenses for sixOn December 1, 2018, our company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. During the three months ended November 30,August 31, 2019 and 2018, included generalour company recorded income from discontinued operations of $NIL and administrative expenses of $900, and professional fees of $22,571, respectively. Operating expenses for six months ended November 30, 2017 included general and administrative expenses of $0, and professional fees of $5,000,$334, respectively.

Net incomeloss

Net loss totaled $22,916$65,119 for the sixthree months ended November 30, 2018,August 31, 2019, compared to a net loss for the sixthree months ended November 30, 2017August 31, 2018 of $5,000.$8,915.

Liquidity and Capital Resources

Working Capital

The change in working capital deficiency during the periodthree months ended November 30, 2018August 31, 2019 was primarily a result of increases of due to related party amounts, offset by an increase of accounts receivable.convertible notes and accrued interest payable.

Cash Flows

Cash Flow from Operating Activities

During the sixthree months ended November 30, 2018,August 31, 2019, our company used $24,759$14,717 in cash from operating activities, compared to $14,206$6,660 cash used in operating activities during the sixthree months ended November 30, 2017. August 31, 2018.

The cash used from operating activities for the sixthree months ended November 30,August 31, 2019 was attributed to a net loss of $65,119, increased by a decrease in accounts payable of $574 and was offset by amortization of debt discount of $45,746 and an increase in accrued interest of $5,230.

The cash used from operating activities for the three months ended August 31, 2018 was attributed to a net loss of $22,916,$8,915, increased by an increase in accounts receivable of $555$334 and a decreasewas offset by an increase in accounts payable of $1,288.$2,589.

Cash Flow from Investing Activities

There were no cash flows from investing activities forDuring the sixthree months ended November 30,August 31, 2019 and 2018, or 2018.our company did not use any cash in investing activities.

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Cash Flow from Financing Activities

During the sixthree months ended November 30,August 31, 2019 our company received $14,717 from financing activities compared to $6,660 provided by financing activities during the three months ended August 31, 2018.

During the three months ended August 31, 2019, our company received proceeds from the issuance of convertible notes of $14,717.

During the three months ended August 31, 2018 our company received $24,759 from$6,660 loan from related party compared to $14,206 from loan from related party during the six months ended November 30, 2017.parties. 

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.

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Going Concern

We have incurred net loss since our inception on April 20, 2013 through November 30, 2018August 31, 2019 totaling $141,272$222,338 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, 20182019 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”"Exchange Act"), as of November 30, 2018,August 31, 2019, we have carried out an evaluation of the effectiveness of the design and operation of our company’scompany's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’scompany'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 November 30, 2018,August 31, 2019, our company’scompany'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’sSEC'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’sManagement'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’scompany'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 November 30, 2018.August 31, 2019. 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 November 30, 2018,August 31, 2019, 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’scompany's independent registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by our company’scompany's independent registered public accounting firm pursuant to rules of the SEC that permit our company to provide only management’smanagement'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 November 30, 2018August 31, 2019 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.On June 1, 2019, the Company issued convertible notes to three unaffiliated parties for an aggregate amount of $81,859 to replace the full amount of related party advances that had been provided to the Company through May 31, 2019. The convertible notes are due on demand, bear interest at 25% per annum and are convertible at $0.95 per share for the Company common stock. The total debt discount from the beneficial conversion features of $38,775 was expensed upon issuance of the notes. 

On August 31, 2019, the Company issued a convertible note to an unaffiliated party of $14,717 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 25% per annum and is convertible at $0.95 per share for the Company common stock. The debt discount from the beneficial conversion of $6,971 was expensed upon issuance of the note. 

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Item 6. Exhibits

________ _________

*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.

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