Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31,June 30, 2022

 

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

 

For the transition period from _________________________ to ____________________________

 

Commission file numbernumber: 333-177792

 

THE TEARDROPPERS, INCINC..

(Exact nameName of small business issuerregistrant as specified in its charter)

 

Nevada20-4168979
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)

620 Newport Center DriveSuite 1100 PMB 488

Newport BeachCA. 92660

92660
(Address of principal executive offices)(Zip Code)

 

620 Newport Center Drive Suite 1100

Newport Beach, CA 92660

(Address of principal executive offices)

CA

949-751-2173

(Issuer’s telephone number)

 

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

 

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/A

 

CheckIndicate by check mark whether the issuesregistrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)Act:

 

Large accelerated filer  ☐Accelerated filer  ☐
Non-accelerated filer  Smaller reporting company  
Emerging Growth Companygrowth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

There were 45,920,000183,650 shares of the registrant’s common stock, $0.001 par value per share, outstanding on May 16,August 8, 2022.

 

   

 

 

THE TEARDROPPERS, INC.

TABLE OF CONTENTS

 

  Page
  
Part I – FINANCIAL INFORMATION
Item 1.Condensed Unaudited Financial Statements:3
   
 Item 1.Condensed Unaudited Financial Statements:
Condensed Balance Sheets at March 31,June 30, 2022 (unaudited) and December 31, 2021 (audited)3
   
 Condensed Statements of Operations for the three month periodsand six months ended March 31,June 30, 2022 and 2021 (unaudited)4
   
 Condensed Statements of Changes in Stockholders’Shareholders’ Deficit for the three month periods ending March 31,and six months ended June 30, 2022 and June 30, 2021 (unaudited)5
   
 Condensed Statements of Cash Flows for the threesix month periods ended March 31,June 30, 2022 and March 31,June 30, 2021 (unaudited)6
   
 Condensed Notes to Condensed Financial Statements (unaudited)7
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations14
Item 3.Quantitative and Qualitative Disclosures About Market Risk15
   
Item 4.3.ControlsQuantitative and ProceduresQualitative Disclosures About Market Risk15
Part II – OTHER INFORMATION
Item 1. Legal Proceedings17
   
Item 4.Controls and Procedures17
 
Part II – OTHER INFORMATION
Item 1.Legal Proceedings18
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds17
Item 3.Defaults Upon Senior Securities17
Item 4.Mine Safety Disclosures17
Item 5.Other Information17
Item 6.Exhibits17
Signatures18
   
Item 3.Defaults Upon Senior Security18
  
Item 4.Mine Safety Disclosures18
Item 5.Other Information18
Item 6.Exhibits18
Signatures19

 

 2 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. Condensed Unaudited Financial Statements

 

The Teardroppers, Inc.

CONDENSED BALANCE SHEETS

 

        
         June 30, December 31, 
 March 31, 2022  December 31, 2021  2022 2021 
 (unaudited)      (Unaudited)     
ASSETS                
                
Current assets                
Cash $34,305  $29,158  $35,122  $29,158 
Lease receivable - related party (current portion)  60,012   54,309 
Interest receivable  2,258   1,053 
Lease receivable – related parties (current portion)  62,150   54,309 
Interest receivable – related parties  2,096   1,053 
Total current assets  96,575   84,520   99,368   84,520 
                
Property and equipment:        
Property & Equipment:        
Cost  129,114   129,114   129,114   129,114 
Less accumulated depreciation  (96,394)  (90,088)  (99,499)  (90,088)
Property and equipment, net  32,720   39,026 
Property & Equipment, net  29,615   39,026 
                
Lease receivable - related party (net)  101,785   116,178 
Lease receivable – related party (net)  86,871   116,178 
                
Total Assets $231,080  $239,724  $215,854  $239,724 
        
                
LIABILITIES & STOCKHOLDERS' DEFICIT                
                
Current liabilities                
Accounts payable $377,825  $358,625 
Accounts payable - related parties  476,170   453,176 
Accounts payable – unrelated parties $378,425  $358,625 
Accounts payable – related parties  515,370   453,176 
Customer deposits  14,500   14,500   14,500   14,500 
Current portion of notes payable  5,861   5,695   6,030   5,695 
Accrued interest - unrelated parties  1,028   1,051 
Lines of credit from related parties  1,154,060   1,104,060 
Accrued interest payable-related parties  353,783   326,224 
Accrued interest – unrelated parties  1,005   1,051 
Line of credit from related party  1,174,551   1,104,060 
Accrued interest payable – related parties  382,261   326,224 
Total current liabilities  2,383,227   2,263,331   2,472,142   2,263,331 
                
Long-term liabilities:        
Long term liability        
Note payable  56,009   57,516   54,466   57,516 
                
Total Liabilities  2,439,236   2,320,847   2,526,608   2,320,847 
                
Commitments and Contingencies (Note 10)        
Contingencies and Commitments (Note 10)        
                
Stockholders' Deficit                
Preferred stock, par value $0.001, authorized 20,000,000 shares, issued shares 0  0   0 
Common stock, par value $0.001, authorized 200,000,000 shares issued 45,920,000  45,920   45,920 
Preferred stock, par value $0.001, authorized 20,000,000 shares, issued shares 0, respectively  0   0 
Common stock, par value $0.001, authorized 200,000,000 shares issued 183,680  184   184 
Additional paid in capital  828,558   828,558   874,294   874,294 
Accumulated deficit  (3,082,634)  (2,955,601)  (3,185,232)  (2,955,601)
Total Stockholders' Deficit  (2,208,156)  (2,081,123)  (2,310,754)  (2,081,123)
                
Total Liabilities and Stockholders' Deficit $231,080  $239,724  $215,854  $239,724 

 

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

 

 3 

 

 

The Teardroppers, Inc.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)(UNAUDITED)

 

         
  Three Months Ended 
  March 31,  March 31, 
  2022  2021 
       
Revenues        
Lease revenue - unrelated parties $0  $1,275 
Lease revenue - related parties  0   12,000 
Total revenues  0   13,275 
         
Operating expenses:        
Consulting to related party  43,500   36,000 
Consulting to unrelated party  5,000   22,500 
General and administrative  38,606   55,177 
Professional fees  16,193   18,113 
Total operating expenses  103,299   131,790 
         
Operating loss  (103,299)  (118,515)
         
Other income (expense):        
Interest income - related parties  5,372   7,023 
Interest expense - unrelated parties  (1,547)  (1,676) 
Interest expense - related parties  (27,559)  (22,582)
Total other income (expense)  (23,734)  (17,235)
         
Net loss before taxes  (127,033)  (135,750)
         
Income tax provision  0   0 
         
Net loss $(127,033) $(135,750)
         
Net loss per share        
(Basic and fully diluted) $(0.00) $(0.00)
         
Weighted average number of common shares outstanding - basic and diluted  45,920,000   45,920,000 

             
  Three Months Ended  Six Months Ended 
  June 30,  June 30,  June 30,  June 30, 
  2022  2021  2022  2021 
             
Revenues                
Lease revenue – unrelated parties $0  $1,275  $0  $2,550 
Lease revenue – related parties  0   0   0   12,000 
Total revenue  0   1,275   0   14,550 
                 
Operating expenses:                
Consulting from related parties  36,000   51,000   79,500   87,000 
Consulting fees – unrelated parties  5,000   10,000   10,000   32,500 
General and administrative  27,228   31,853   65,834   87,029 
Professional fees  9,300   5,700   25,493   23,813 
Total operating expenses  77,528   98,553   180,827   230,342 
                 
Operating loss  (77,528)  (92,278)  (180,827)  (215,792)
                 
Other income (expense):                
Interest expense – related parties  (28,478)  (27,014)  (56,037)  (49,597)
Interest expense – unrelated parties  (1,512)  (1,645)  (3,059)  (3,321)
Gain on sale of asset – related party  0   25,595   0   25,595 
Interest income - related parties  4,920   6,632   10,292   13,655 
Total other income (expense)  (25,070)  3,568   (48,804)  (13,668)
                 
Net Loss Before Taxes  (102,598)  (93,710)  (229,631)  (229,460)
                 
Income Tax Provision  0   0   0   0 
                 
Net loss $(102,598) $(93,710) $(229,631) $(229,460)
                 
Net loss per share                
Basic* $(0.56) $(0.51) $(1.25) $(1.25)
Fully diluted $(0.56) $(0.51) $(1.25) $(1.25)
                 
Weighted average number of common shares outstanding - Basic  183,680   183,680   183,680   183,680 
Weighted average number of common shares outstanding - Diluted  183,680   183,680   183,680   183,680 

 

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

 

 

 4 

 

 

The Teardroppers, Inc.

CONDENSED STATEMENTS CHANGES IN STOCKHOLDERS'OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MARCH 31,JUNE 30, 2022 AND 2021

(UNAUDITED)

 

                             
              Additional     Total 
  Preferred Stock ($0.001 par)  Common Stock ($0.001 par)  Paid In  Accumulated  Stockholders’ 
  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
                      
Balances December 31, 2021        45,920,000  45,920  $828,558  $(2,955,601) $(2,081,123)
                             
Net loss for the period                 (127,033)  (127,033)
                             
Balances March 31, 2022        45,920,000  $45,920  $828,558  $(3,082,634) $(2,208,156)
                             
                             
                             
                             
Balances December 31, 2020        45,920,000  $45,920  $828,558  $(2,496,953) $(1,622,475)
                             
Net loss for the period                 (135,750)  (135,750)
                             
Balances March 31, 2021        45,920,000  $45,920  $828,558  $(2,632,703) $(1,758,225)

                     
  Common Stock  Additional     Total 
     Amount  Paid in  Accumulated  Stockholders’ 
  Shares  ($.001 Par)  Capital  Deficit  Deficit 
                
Balance December 31, 2021  183,680  $184  $874,294  $(2,955,601) $(2,081,123)
                     
Net loss for the period           (127,033)  (127,033)
                     
Balance March 31, 2022  183,680   184   874,294   (3,082,634)  (2,208,165)
                     
Net loss for the period           (102,598)  (102,598)
                     
Balance June 30, 2022  183,680  184  $874,294  $(3,185,232) $(2,310,754)

 

Balance December 31, 2020  183,680  $184  $874,294  $(2,496,953) $(1,622,475)
                     
Net loss for the period           (135,750)  (135,750)
                     
Balance March 31, 2021  183,680   184   874,294   (2,632,703)  (1,758,225)
                     
Net loss for the period           (93,710)  (93,710)
                     
Balance June 30, 2021  183,680  $184  $874,294  $(2,726,413) $(1,851,935)

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

 

 

 5 

 

 

The Teardroppers, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

         
  Three Months Ended 
  March 31,  March 31, 
  2022  2021 
Cash Flows From Operating Activities:        
Net loss $(127,033) $(135,750)
         
Adjustments to reconcile net loss to net cash used for operating activities        
Depreciation  6,306   15,358 
         
Changes in Operating Assets and Liabilities        
(Increase) decrease in interest receivable - related party  (1,205)  10 
Decrease in prepaid expenses     413 
Decrease in lease receivable - related party  8,690   10,826 
Increase in other receivable  0   (2,000)
Increase in accounts payable - unrelated parties  19,200   25,914 
Increase in accounts payable - related parties  22,994   17,510 
Increase in accrued interest-related parties  27,559   19,989 
Decrease in accrued interest - unrelated parties  (23)  (11)
         
Net cash used for operating activities  (43,512)  (47,741)
         
Cash Flows From Investing Activities:        
Purchase of vehicle  0   (36,113)
         
         
Cash Flows From Financing Activities:        
Proceeds from line of credit to related parties  75,000   163,500 
Repayments on line of credit to related party  (25,000)  (72,509)
Repayments on notes payable - unrelated parties  (1,341)  (1,227)
Repayments on notes payable - related parties     (8,584)
Repayments on lease payable - related parties  0   (593)
         
Net cash provided by financing activities  48,659   80,587 
         
Net Decrease In Cash  5,147   (3,267)
         
Cash At The Beginning Of The Period  29,158   49,473 
         
Cash At The End Of The Period  34,305   46,206 
         
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
         
Non-cash investing and financing activities:        

Assets acquired in exchange for stock

 $  $ 
Conversion of related party debt to stock $  $ 
Asset transferred for cancellation of shares $0  $0 
Asset acquired for debt $  $ 
         
Cash paid during the period for:        
Interest $1,569  $4,280 
Franchise and income tax $0  $0 
         
  Six Months Ended 
  June 30,  June 30, 
  2022  2021 
       
Cash Flows From Operating Activities:        
Net loss $(229,631) $(229,460)
         
Adjustments to reconcile net loss to net cash used in operating activities        
Depreciation  9,411   23,068 
Gain on sale of asset  0   (25,595)
         
Changes in Operating Assets and Liabilities        
Increase in interest receivable – related parties  (1,043)  (1,601)
Decrease in prepaid expenses     4,072 
Decrease in lease receivable – related party  21,466   18,662 
Increase in other receivable  0   (2,000)
Increase in accounts payable – unrelated parties  62,194   24,370 
Increase in accounts payable – related parties  19,800   16,657 
Increase in accrued interest – related parties  56,037   46,756 
Decrease in accrued interest – unrelated party  (46)  (21)
Net cash used in operating activities  (61,812)  (125,092)
         
Cash Flows From Investing Activities:        
Purchase of asset  0   (36,113)
Sale of asset  0   75,095 
Net cash provided by investing activities  0   38,982 
         
Cash Flows From Financing Activities:        
Repayments on notes payable – related party     (83,679)
Repayments on note payable – unrelated party  (2,715)  (2,484)
Principal payments on lease payable     (1,192)
Proceeds from lines of credit – related parties  110,500   258,744 
Repayments on line of credit related party  (40,009)  (126,168)
Net cash provided by financing activities  67,776   45,221 
         
Net Increase (Decrease) In Cash  5,964   (40,889)
         
Cash At The Beginning Of The Period  29,158   49,473 
         
Cash At The End Of The Period 

$

35,122  

$

8,584 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
         
Cash paid during the period for:        
Interest $3,105  $6,182 
Franchise and income tax $0  $0 

 

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

 

 6 

 

 

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended March 31,June 30, 2022 and 2021

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

On June 3, 2013, Teardroppers, Inc. (the “Company”), was incorporated under the laws of the state of Nevada.

 

We are in the business of mobile billboard advertising providing billboard advertising space on custom designed "Teardrop Trailers"“Teardrop Trailers” and various sizes of cargo type trailers. Teardrop Trailers, are usually designed for short-period accommodations for vacationers and travelers. Teardrop Trailers are designed to be towed behind new and vintage vehicles and pickup trucks.

 

In addition, we own cargo trailers with flat non rivet panel siding that can be used for hauling and transportation. These trailers range in size from 15 feet to 53 feet. We lease these trailers for transportation of goods and for advertising of their respective business or the businesses of lessee clients.

On June 13, 2022, (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Change, pursuant to Nevada Revised Statutes 78.209, to (i) effect a one-for-250 reverse stock split(the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share, on July 6, 2022 at 8:00 A:M Eastern Time (the “Effective Time”). The total number of shares of common stock that the Company shall have the authority to issue will remain at 200,000,000. As a result of the one-for-250 reverse stock split (the “Reverse Stock Split”), at the Effective Time, each 250 shares of the Company’s common stock issued and outstanding immediately prior to the Effective Time was automatically combined into and become one share of Company common stock. Fractional shares resulting from the reverse stock split were settled by cash payments. As of July 6, 2022, the total amount of common shares outstanding of the Company was 183,680. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the financial statements to reflect the reverse stock split.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanyingCompany’s financial statements have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the threesix months ended March 31,June 30, 2022 is not necessarily indicative of the final results that may be expected for the year ended December 31, 2022. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 filed with the SEC on April 15, 2022.

 

Use of estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, lease liabilities, useful lives of assets and related depreciation, and valuation of deferred tax assets.

 

Cash equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At March 31,June 30, 2022 and December 31, 2021, the Company had 0 cash equivalents.

 

Fair value of financial instruments

 

The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements.

7

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2022 and 2021

 

The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

 

7

TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended March 31, 2022 and 2021

The carrying amount of the Company’s financial assets and liabilities, such as cash, lease receivable, accounts payable, and accrued expenses, approximate their fair value because of the short maturity of those instruments. The Company’s loans payable approximates, the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31,June 30, 2022 and December 31, 2021.

 

The Company had 0 assets and/or liabilities measured at fair value on a recurring basis as of March 31,June 30, 2022 and December 31, 2021, respectively, using the market and income approaches.

 

Property and equipment

 

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

 

Revenue recognition

 

On January 1, 2018, the Company adopted the provisions of ASC 606 Revenue from Contracts with Customers, and related Accounting Standards Updates.  This new revenue recognition standard has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures.

 

The primary source of revenue and performance obligation is from the rental of advertising space on custom designed Teardrop Trailers. The length of the rental agreements varies from one to thirty days. Customers pay in advance and revenue is recognized based on the number of days of each contract that have expired. For the three and six months ended March 31,June 30, 2022 and 2021, the Company recognized 0 income from the rental of the trailers.

In March 2018, the Company entered into a four-year agreement to lease equipment to an unrelated shareholder. In September 2018, the son of the shareholder became the Chief Financial Officer. At that point the shareholder is considered a related party. For the three months ended March 31, 2022 and 2021, related party lease income was $0 and $12,000 respectively.

 

In January 2019, the Company entered into a two-year agreement to lease a vehicle to an unrelated third party. For the threesix months ended March 31,June 30, 2022 and 2021, recognized operating lease income of $0 and $1,275, respectively. The vehicle was sold and the lease terminated October 8, 2021.

 

On February 1, 2020, the Company leased a truck and trailer purchased November 2019 for $190,000 to a related party. The lease is classified as a direct financing lease. The cost of the vehicle and related accumulated depreciation has been reclassified to a lease receivable and is reflected on the condensed balance sheet as lease receivable – related party. Interest incomerevenue is reflected on the condensed statement of operations. For the three months ended March 31,June 30, 2022 and 2021, the Company recognized interest income of $3,8193,400 and $5,3475,079, respectively. For the six months ended June 30, 2022 and 2021, the Company recognized interest income of $7,219 and $10,332, respectively See Note 4 for details

 

 

 8 

 

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended March 31,June 30, 2022 and 2021

 

On September 1, 2020, the Company leased a vehicle for $69,000 to a related party. The lease is classified as a direct financing lease. The lease is reflected on the condensed balance sheet as lease receivable – related party. Interest incomerevenue is reflected on the condensed statement of operations. For the three months ended March 31,June 30, 2022 and 2021, the Company recognized interest incomerevenue of $1,5531,520 and $1,6761,553, respectively. For the six months ended June 30, 2021 and 2022, the Company recognized interest revenue of $3,074 and $3,323, respectively. See Note 4 for details.

 

In January 2015, the Company received $14,500 as a deposit for advertising space to be provided in the future. As of March 31, 2022 and December 31, 2021, the customer has not utilized the space and no revenue has been recognized as the performance obligations have not been satisfied. At the time the service is provided under the terms of the agreement, the Company will recognize the revenue.

 

Net income (loss) per share

 

The Company computes basic and diluted earnings per share amounts pursuant to ASC 260-10-45. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period

 

The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity.

 

There were 0no potentially dilutive shares outstanding as of March 31,June 30, 2022 and December 31, 2021, respectively.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – GOING CONCERN

 

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company has a minimum cash balance available for payment of ongoing operating expenses. As of March 31,June 30, 2022, the Company has an accumulated deficit of $3,082,6343,185,232, net cash outflow from operating activities of $43,512 61,812and a net loss for the current period of $127,033229,631 . These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to the Company.

9

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2022 and 2021

 

NOTE 4.4 – LEASE RECEIVABLE – RELATED PARTY

 

On November 12, 2019, the company purchased a truck and trailer from a related party for $190,000. On February 1, 2020, the Company leased the asset back to the same related party. The term of the lease is for 48 months with payments of $5,003 per month. At the end of the lease, the related party has the right to purchase the asset for $22,800. The lease is classified as a financing lease under ASC 842. The present value of the lease payments, excluding the end of lease provisions, discounted at an interest rate of 10%, is $197,442. The Company is using the net book value of $180,500 of the asset as the initial value of the lease in accordance with ASC 842-30-55-17A.

 

9

TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended March 31, 2022 and 2021

The undiscounted cash flow principal payments for the remaining term of the lease will be as follows:

Schedule of lease receivable payments

Schedule of lease receivable payments    
2022 (remainder of year) $45,027  $35,021 
2023  60,036   60,036 
2024  5,003   5,003 
Total  110,066   100,060 
Less deferred interest  (10,394)  (11,856)
Less current portion  (52,881)  (54,858)
Long-term lease receivable $46,791  $33,346 

 

On August 1, 2020, the company purchased a vehicle for $69,000 from a related party and leased it to the same related party. The term of the lease is for 60 months with payments of $1,000 $1,000 per month. At the end of the lease, the related party has the right to purchase the vehicle for $37,000.$37,000. The lease is classified as a financing lease under ASC 842. The present value of the lease payments, excluding the end of lease provisions, discounted at an interest rate of 10%10%, is $47,065.$47,065. The Company is using the net book value of $69,000$69,000 of the asset as the initial value of the lease in accordance with ASC 842-30-55-17A.

 

The undiscounted cash flow principal payments for the remaining term of the lease will be as follows:

Schedule of lease receivable payments    
2022 (remainder of year) $8,000 
2023  12,000 
2024  12,000 
2025  8,000 
Purchase option  37,000 
Total  77,000 
Less deferred interest  (16,184)
Less current portion  (7,291)
Long-term lease receivable $53,525 

 

Schedule of lease receivable payments

2022 (remainder of year) $11,000 
2023  12,000 
2024  12,000 
2025  8,000 
Purchase option  37,000 
Total  80,000 
Less deferred interest  (17,876)
Less current portion  (7,130)
Long-term lease receivable $54,994 

10

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2022 and 2021

 

Income from both leases is reflected on the statement of operations as interest income – related parties. For the three months ended March 31,June 30, 2022 and 2021 interest income of $5,372 4,920and $7,0236,632, respectively was reported. For the six months ended June 30, 2022 and 2021 interest income of $10,292 and $13,655, respectively was reported.

 

NOTE 5 – PROPERTY & EQUIPMENT

 

Property and equipment consists of the following at March 31,June 30, 2022 and December 31, 2021.

Schedule of property and equipment                
 March 31, 2022 December 31, 2021  June 30, 2022 December 31, 2021 
Property and equipment, purchased $129,114  $129,114  $129,114  $129,114 
Less: accumulated depreciation  (96,394)  (90,088)  (99,499)  (90,088)
Property and equipment, net $32,720  $39,026  $29,615  $39,026 

 

Depreciation expense for the three months ended March 31,June 30, 2022 and 2021 was $6,3063,105 and $15,3587,710, respectively. Depreciation expense for the six months ended June 30, 2022 and 2021 was $9,411 and $23,068, respectively.

 

10

TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

ForOn April 2, 2021, the Three Months Ended March 31, 2022 and 2021Company sold a NASCAR hauler to a related party at a gain of $25,595.

 

NOTE 6 – LINE OF CREDIT FROM RELATED PARTY

 

On February 25, 2014, the Company entered into a line of credit with DEVCAP Partners, LLC, a California limited liability company (“DEVCAP”), for an amount up to $450,000 with an extended maturity date of December 31, 2023, bearing interest of 10% per annum. Effective July 1, 2019, the loan was assumed by FinTekk AP, LLC, a California limited liability company (“Fintekk”). The terms of the line of credit are unchanged. Both DEVCAP and FinTekk are solely owned by the majority shareholder of the Company and are related parties. As of March 31,June 30, 2022 and December 31, 2021, the balance of the line of credit was $202,129237,629 and $227,129, respectively. The Company recorded accrued interest of $11,750 16,791and $6,307 on the line of credit at March 31,June 30, 2022 and December 31, 2021, respectively.

 

On August 13, 2015, the Company entered into a line of credit with General Pacific Partners, LLC, a California limited liability company, for an amount up to $450,000. The line of credit is a demand loan bearing interest of 10% per annum. General Pacific Partners, LLC is a related party to the Company as it is owned by a majority shareholder of the Company. On July 5, 2017, the balance of $25,000 was converted into 500,000 shares of stock valued at $.05 per share. The balance of the line of credit was $0 as of March 31,June 30, 2022 and December 31, 2021. The Company owes accrued interest of $4,732 as of March 31,June 30, 2022 and December 31, 2021, respectively.

 

During 2014, the Company entered into a line of credit agreement with Gemini Southern, LLC, a related party. The line of credit is a demand loan with a maximum of $950,000 bearing interest at 10%, maturing December 2023. As of March 31,June 30, 2022 and December 31, 2021, the balance due on the line was $951,931936,922 and $876,931, respectively. The Company recorded accrued interest of $191,669215,106 and $169,553 as of March 31,June 30, 2022 and December 31, 2021, respectively.

11

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2022 and 2021

 

NOTE 7 – LONG-TERM LIABILITIES

 

On August 1, 2020, the Company borrowed $69,000$69,000 from an unrelated party to purchase a 2020 Porsche Maran that was subsequently leased to a related party. See Note 4 for details of the lease agreement. The term of the loan is 60 months with payments of $912$912 per month with interest at 10%10%. A final payment of $41,722$41,227 is due in August 2025. The loan is secured by the vehicle.

 

Principal payments for the next fivefour years will be as follows:

Maturities of capital lease payments   
2022 (remainder of year) $4,545  $3,360 
2023 5,458  5,477 
2024 6,029  6,050 
2025  45,838   45,609 
Total 61,870  60,496 
Less current portion  (5,861)  (6,030)
Long-term liability $56,009  $54,466 

 

NOTE 8 – OTHER RELATED PARTY TRANSACTIONS and RELATED PARTIES ACCOUNTS PAYABLE

 

Note payable – Gemini Southern, LLC

 

During 2014, the Company entered into a loan agreement with Gemini Southern, LLC, pursuant to which monies were to be paid to the Company by Gemini Southern, LLC, pursuant to the Consulting Agreement dated September 20, 2013. The balance was to be paid with interest commencing January 1, 2015 at a rate of 10% per annum, with a maturity date of December 12, 2018. On April 1, 2018, the balance of the debt, $525,000, was converted into 4,375,000 shares of common stock of the Company, valued at $0.12 per share. The Company recorded accrued interest on this loan of $145,632$145,632 as of March 31,June 30, 2022 and December 31, 2021, respectively. The accrued interest was not part of the conversion agreement and continues to be reflected as a liability.

 

Line of credit from related parties

 

The Company has two line of credit agreements with related parties. FinTekk AP, LLC is also the majority shareholder in the Company. DEVCAP Partners, LLC is owned by the same related party that owns Fintekk AP. See Note 6 for further disclosure.

11

TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended March 31, 2022 and 2021

 

Consulting expense to related party (FinTekk AP, LLC)

 

On January 1, 2014, the Company executed a three-year consulting agreement with DEVCAP Partners, LLC, (“DEVCAP”), whereby the Company agreed to pay approximately $7,500 a month for consulting services to be provided to the Company such as marketing, architectural development, accounting, finance, corporate structure and tax planning. Effective July 1, 2019, the agreement was transferred to FinTekk AP, LLC (“FinTekk”). All amounts due to DEVCAP and all future services will be assumed by FinTekk. For the three and months ended March 31,June 30, 2022 and 2021, the Company recorded consulting fee expense of $22,500 and $45,000, respectively. The amount due but unpaid is $310,335332,835 and $287,835 at March 31,June 30, 2022 and December 31, 2021, respectively, and is included in accounts payable related parties on the balance sheets.

12

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2022 and 2021

 

Consulting expense to related party (Ray Gerrity)

 

On January 1, 2014, the Company entered into a verbal consulting agreement with its Chief Executive Officer, Ray Gerrity, whereby the Company agreed to pay $2,500 per quarter for consulting services related to his duties as Chief Executive Officer. Mr. Gerrity resigned his position effective March 31, 2018. The amount due but unpaid was $32,500 at March 31,June 30, 2022 and December 31, 2021, respectively, and was included on the balance sheet as accounts payable - related parties.

 

Consulting expense to related party (Robert Wilson)

 

On January 1, 2014, the Company entered into a verbal consulting agreement with its Chief Financial Officer, Robert Wilson, whereby the Company agreed to pay $2,500 per quarter for consulting services related to his duties as Chief Financial Officer. Mr. Wilson resigned effective April 1, 2017. The amount due but unpaid was $17,500 at March 31,June 30, 2022 and December 31, 2021, respectively, and was included on the balance sheet as accounts payable - related parties.

 

Consulting expense to related party (Cody Ware)

 

On January 1, 2019, the Company entered into a consulting agreement with its Chief Executive Officer, Cody Ware, whereby the Company agreed to pay $1,500 per month for consulting services related to his duties as Chief Executive Officer. Effective July 2020, the amount was increased to $4,500 per month. TheFor the three and six months ended June 30, 2022 and 2021, the Company recorded consulting fee expense of $13,500 for the three months ended March 31, 2022 and 2021.$27,000, respectively. As of March 31,June 30, 2022 and December 31, 2021, the amount due but unpaid was $54,000 67,500and $43,500, respectively and is included in accounts payable – related parties on the balance sheet.

 

Expense reimbursements

 

The majority shareholder of the Company pays certain ongoing operating costs from personal funds and is periodically reimbursed. As of March 31,June 30, 2022 and December 31, 2021, the amounts due to the shareholder was $53,275 and $50,075, respectively and is reflected in accounts payable – related parties on the balance sheet.

 

Other related party transactions

 

On February 4, 2021, the Company purchased a 1983 Toyota truck from the majority shareholder for use in the business operations.

 

NOTE 9 – STOCKHOLDERS’ DEFICIT

 

At the time of incorporation, the Company was authorized to issue 10,000 shares of common stock and 1,000 shares of preferred stock with a par value of $0.001. The Company amended its articles of incorporation to increase it authorized shares to 200,000,000 shares of common stock and 20,000,000 shares of preferred stock, both $0.001$0.001 par value.

12

TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three Months Ended March 31, 2022 and 2021

 

NOTE 10 – CONTINGENCIES AND COMMITMENTS

 

The Company’s ability to collect on receivables and pay liabilities is connected to NASCAR race schedule. The 2020 and 2021 NASCAR schedules were severely disrupted by Covid, which caused delays in both collections and payments. Management believes the 2022 NASCAR schedule will not be disrupted. This will allow collections on receivables and payments on liabilities to be timely made. There are no other commitments or contingencies related to the assets and liabilities that are not disclosed above.

13

THE TEARDROPPERS, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2022 and 2021

 

NOTE 1211SUBSEQUENT EVENTS

 

On July 1, 2022, the Company borrowed $649,000 for 48 months amortized at (12%) twelve percent interest from Gemini Southern, LLC. Monthly loan payments are $17,091 per month. On July 5, 2022, the Company used the loan proceeds from the loan to acquire two (2) motorsport style haulers and two (2) over the road trucks for $649,000 to be used in our business.

The COVID-19 outbreak in 2020 had a significant impact on business in general. The NASCAR race schedule was severely disrupted. The Company’s operations are directly connected to the NASCAR schedule. Due to the disruption in NASCAR events, collection of revenues and payment of expenses was delayed in some cases. Revenues declined significantly in 2021 versus 2020. Expenses for 2021 were consistent with prior periods. The Company did not experience a significant detrimental change. Management believes the 2022 NASCAR race schedule will not be significantly impacted and should not have a material impact on future operations. Due to the level of risk this virus may have on the global economy, it is at least reasonably possible that it could have an impact on the operations of the Company in the near term that could materially impact the Company’s financials.

 

On July 5, 2022, the Company entered into a lease agreement with Rick Ware Racing, LLC, a current related party client. The lease agreement pertains to two (2) motorsports type haulers and two (2) over the road trucks. The lease payments are due monthly at $17,250 per month for forty eight (48) months. Rick Ware Racing is responsible for all insurance and maintenance of the equipment. There is no option for a term ending purchase by the lessee.

 

 

 

 

 

 

 1314 

 

 

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

Safe Harbor for Forward-Looking Statements

 

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed under the “Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operations,” and also include general economic factors and conditions that may directly or indirectly impact the Company’s financial condition or results of operations.

 

Three Months Ended March 31,June 30, 2022 Compared to Three Months Ended March 31,June 30, 2021

 

Revenues

 

The Company had no revenue $0 during the three months ended March 31,June 30, 2022 compared to $13,275$1,275 in revenue during the three months ended March 31,June 30, 2021. TheThis decrease is the result of no consulting fees received and delayed lease revenue for the March quarter waspayments received late by the lessor and after the close of the quarter.from related parties.

 

Operating Expenses

 

For the three months ended March 31,June 30, 2022 operating expenses were $103,299$77,528 compared to $131,790$98,553 for the same period in 2021 for a decrease of $28,491.$21,025. The decrease was due primarily toa result of the decrease in consulting fees to unrelatedrelated parties to $36,000 from $51,000, accompanied by a decrease in general and administrative fees to $27,228 from $31,853, and professional fees.a decrease in consulting fees to unrelated parties to $5,000 from $10,000.

 

Interest and Financing Costs

Interest expense, net of interestOther income (expense) was $23,734$25,070 for the three months ended March 31,June 30, 2022 compared to $17,235$3,568 for the three months ended March 31,June 30, 2021. The increase in interest expensesdecrease was due to an increase ina gain on sale of asset and the amountcessation of indebtedness ofinterest accruals on the company.asset for the three months ended June 30, 2021.

 

Net Income (Loss)Loss

 

The Company incurred losses of $127,033$102,598 for the three months ended March 31,June 30, 2022 compared to losses of $135,750$93,710 during the three months ended March 31, 2021. The change wasJune 30, 2021 due primarily to the factors discussed herein above.

 

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Revenues

The Company had no revenue during the six months ended June 30, 2022 compared to $14,550 in revenue during the six months ended June 30, 2021. This decrease is the result of no consulting fees received from related party and lease expiration.

Operating Expenses

For the six months ended June 30, 2022 operating expenses were $180,827 compared to $230,342 for the same period in 2021 for a decrease of $49,515. The decrease was primarily a result of the decrease in general and administrative fees to $65,834 from $87,029, a decrease in consulting to related parties to $79,500 from $87,000, and a decrease in consulting to unrelated parties to $10,000 from $32,500 for the same period in 2021.

Other income (expense) was $48,804 for the six months ended June 30, 2022 compared to $13,668 for the six months ended June 30, 2021. The decrease was due to the gain on sale of asset and the cessation of interest accruals on the asset.

15

Net Loss

The Company incurred losses of $229,631 for the six months ended June 30, 2022 compared to $229,460 during the six months ended June 30, 2021 due to the factors discussed herein above.

Operating activities

During the six months ended June 30, 2022, we had $61,812 cash used in operating activities compared to $125,092 during the six months ended June 30, 2021, a decrease in cash outflows of $63,280. The decrease in operating activities was due to a decrease to payables and accrued interest.

Investing activities

We generated no cash from investing activities during the six months ended June 30, 2022 and $38,982 during the six months ended June 30, 2021. The increase in cash generated by investing activities was due to the sale of an asset.

Financing activities

During the six months ended June 30, 2022, we generated $67,776 from financing activities compared to $45,221 for the same period ended June 30, 2021. The increase was primarily due to a reduction in repayments to related parties on lines of credit.

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’sCompany's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company has a minimum cash balance available for payment of ongoing operating expenses and has incurred losses since inception and anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to the Company.

 

14

The Company had $34,305$35,122 in cash at March 31,June 30, 2022 with availability on our related party lines of credit with FinTekk Partners,AP, LLC and General Pacific Partners LLC, and Gemini Southern, LLC of $1,154,060.$662,371. At March 31,June 30, 2022 we had a working capital deficit of $2,286,652.$2,372,774.

 

Operating activities

 

During the three months ended March 31, 2022, we had cash used in operating activities of $43,512 as compared to $47,741 during the three months ended March 31, 2021, a decrease in cash outflows of $4,229. The decrease between the periods was largely due to higher payments for consulting fees and audit fees in the three months ended March 31, 2021.

 

Investing activities

16

 

We used cash flows in investing activities of $0 during the three months ended March 31, 2022 compared to $36,113 for the same period in 2021. There were no vehicle related purchases for the period ended March 31, 2022.

Financing activities

During the three months ended March 31, 2022, we generated $48,659 from financing activities compared to $80,587 for the same period ended March 31, 2021. The increase was primarily due to an increase in the amount received from a related party line of credit.

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.Risk

 

As a “smaller reporting company,” we are not required to provide the information under this Item 3.

 

ITEM 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures

 

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below.

 

As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s 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 Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

15

This quarterly report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered independent public accounting firm.

 

Changes in Internal Control Over Financial Reporting

 

No changes in our internal control over financial reporting occurred during the quarterperiod ended March 31, 2022June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 1617 

 

PART II – OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

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

 

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

 

During the threesix months ended March 31,June 30, 2022, the Company issuedhad no sharesunregistered sales of common stock.equity securities.

 

ITEM 3. Default Upon Senior Securities

 

During the threesix months ended March 31,June 30, 2022, the Company had no senior securities issued and outstanding.

 

ITEM 4. Mine Safety Disclosures

 

Not applicable to our Company.

 

ITEM 5. Other Information

 

DuringOn June 13, 2022, (the “Company”) filed with the three months ended March 31,Secretary of State of the State of Nevada a Certificate of Change, pursuant to Nevada Revised Statutes 78.209, to (i) effect a one-for-250 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share, on July 6, 2022 at 8:00 A:M Eastern Time (the “Effective Time”). The total number of shares of common stock that the Company shall have the authority to issue will remain at 200,000,000. As a result of the one-for-250 reverse stock split (the “Reverse Stock Split”), at the Effective Time, each 250 shares of the Company’s common stock issued and outstanding immediately prior to the Effective Time was automatically combined into and become one share of Company common stock. Fractional shares resulting from the reverse stock split were settled by cash payments. As of July 6, 2022, the total amount of common shares outstanding of the Company reported no other information.was 183,680.

 

ITEM 6. Exhibits

 

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.S-K

 

SEC Ref. No. Title of Document
31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of the Principal Executive Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of the Principal Financial Officer pursuant to U.S.C. pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* Inline XBRL Instance Document (the(the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH101.SCH** Inline XBRL Taxonomy Extension Schema Document
101.CAL101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)(formatted in IXBRL, and included in exhibit 101).

__________

* Filed herewith.

 

*Filed herewith.

 

 1718 

 

 

SIGNATURES

  

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorizedauthorized.

 

THE TEARDROPPERS, INC.
By:/s/ Cody Ware
Cody Ware
Chief Executive Officer

THE TEARDROPPERS, INC.

 

Date: May 17,August 15, 2022

By: /s/ Rayna Austin

Rayna Austin

Chief Financial Officer (Principal Financial Officer)

 

 

 

18

 

 

 

19