Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Aug. 31, 2018 | Nov. 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | UpperSolution.com | |
Entity Central Index Key | 1,584,480 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,100,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Aug. 31, 2018 | May 31, 2018 |
Current Assets | ||
Accounts receivable | $ 3,730 | $ 3,396 |
Total Current Assets | 3,730 | 3,396 |
Total Assets | 3,730 | 3,396 |
Current Liabilities | ||
Accounts payable | 9,099 | 6,510 |
Due to related parties | 50,289 | 43,629 |
Total Current Liabilities | 59,388 | 50,139 |
Total Liabilities | 59,388 | 50,139 |
STOCKHOLDERS' DEFICIT | ||
Common Stock: $0.001 par value, 75,000,000 shares authorized, 14,100,000 shares issued and outstanding as of August 31, 2018 and May 31, 2018 | 14,100 | 14,100 |
Additional paid-in capital | 57,513 | 57,513 |
Accumulated deficit | (127,271) | (118,356) |
Total Stockholders' Deficit | (55,658) | (46,743) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,730 | $ 3,396 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 31, 2018 | May 31, 2018 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 14,100,000 | 14,100,000 |
Common stock, shares outstanding | 14,100,000 | 14,100,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Statements Of Operations | ||
Revenues | $ 334 | |
Cost of Goods Sold | ||
Gross Profit | 334 | |
Operating Expenses | ||
General and administration | 450 | |
Professional | 8,799 | 3,000 |
Total operating expenses | 9,249 | 3,000 |
Net loss from operations | (8,915) | (3,000) |
Net loss before taxes | (8,915) | (3,000) |
Provision for income taxes | ||
Net loss | $ (8,915) | $ (3,000) |
Net Loss Per Common Share - Basic and Diluted | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding | 14,100,000 | 14,000,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 64 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (8,915) | $ (3,000) | $ (127,271) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (334) | ||
Accounts payable | 2,589 | (1,000) | |
Net Cash Used in Operating Activities | (6,660) | (4,000) | |
Cash Flows from Financing Activities: | |||
Due to shareholder | 6,660 | 4,000 | |
Net Cash Provided By Financing Activities | 6,660 | 4,000 | |
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 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | A summary of significant accounting policies of UpperSolution.com (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. Basis of Presentation The 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. 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 August 31, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2018 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, 2018 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. Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on UpperSolution.com’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. UpperSolution.com’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. 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 • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company’s mobile application sales are derived from advertising revenues, and in-app purchases. Revenue related to multi-media downloads is fully recognized when the above criteria are met. The revenue is recognized on a net basis. Accounts Receivable The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received from a third party. The terms of receivables are typically 30 days after sale. As of August 31, 2018, and Mary 31, 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable and recorded no bad debt expense. Recently Issued Accounting Pronouncements Per the Company’s review of the recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC, the Company notes no pronouncements that have a material impact on the Company’s financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 2 - GOING CONCERN | The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred net losses since inception on April 20, 2013 through August 31, 2018 totaling $127,271 and has negative working capital at August 31, 2018. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. 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. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 3 - COMMON STOCK | During the three months ended August 31, 2018, there were no issuances of common stock. As of August 31, 2018 and May 31, 2018, common shares issued and outstanding are 14,100,000. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 4 - RELATED PARTY TRANSACTIONS | During the three months ended August 31, 2018, the Company received loans from a shareholder of $6,660 and $4,000, respectively. The balance due to the shareholders was $50,289 and $43,629 as of August 31, 2018, and May 31, 2018. The loans were unsecured, non-interest bearing and due on demand. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 5 - COMMITMENTS AND CONTINGENCIES | From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. For the period ended August 31, 2018, no litigation matters were noted. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Aug. 31, 2018 | |
Summary Of Significant Accounting Policies | |
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. 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 August 31, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended August 31, 2018 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, 2018 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. |
Use of Estimates | The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on UpperSolution.com’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. UpperSolution.com’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
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 • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company’s mobile application sales are derived from advertising revenues, and in-app purchases. Revenue related to multi-media downloads is fully recognized when the above criteria are met. The revenue is recognized on a net basis. |
Accounts Receivable | The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received from a third party. The terms of receivables are typically 30 days after sale. As of August 31, 2018, and Mary 31, 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable and recorded no bad debt expense. |
Recently Issued Accounting Pronouncements | Per the Company’s review of the recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC, the Company notes no pronouncements that have a material impact on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | Jan. 10, 2018 | Aug. 31, 2018 |
State Country Name | State of Nevada | |
Date of Incorporation | Apr. 20, 2013 | |
Analog Nest Technologies, Inc. [Member] | ||
Acquired shares of common stock percentage | 100.00% | |
Exchange shares of common stock | 100,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 64 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | |
Going Concern | |||
Net loss | $ (8,915) | $ (3,000) | $ (127,271) |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - shares | Aug. 31, 2018 | May 31, 2018 |
Common Stock | ||
Common stock, shares issued | 14,100,000 | 14,100,000 |
Common stock, shares outstanding | 14,100,000 | 14,100,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | May 31, 2018 | |
Related Party Transaction [Line Items] | |||
Due to shareholder | $ 6,660 | $ 4,000 | |
Due to related parties | 50,289 | $ 43,629 | |
Shareholder [Member] | Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Due to shareholder | $ 6,660 | $ 4,000 |