EXHIBIT 3.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended May 31, 2019 |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _____________ to _____________ |
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Commission file number 333-190658 |
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Startech Labs, Inc. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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N/A |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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244 Madison Avenue, New York City, NY |
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10016-2817 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (802) 255-4212
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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None |
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None |
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None |
Securities registered pursuant to Section 12(g) of the Act:
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N/A |
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(Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically 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 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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of Common Stock held by non-affiliates of the Registrant on November 30, 2018, was $1,398,605 based on a $0.999 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (calculated on a post-split basis) .
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Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. |
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148,433 shares of common stock as of August 15, 2019. |
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FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.
Unless otherwise specified in this annual 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 annual report, the terms “we”, “us”, “our” and “our company” mean Startech Labs, Inc. a Nevada corporate and our wholly-owned subsidiary, Analog Nest Technologies, Inc. a Nevada corporation, unless otherwise indicated.
OVERVIEW
We 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.
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We have not declared bankruptcy, been involved in receivership or any similar proceeding.
Our office is located at 244 Madison Avenue, New York, NY 10016-2817 and our telephone number is (802) 255-4212. We do not own any property and we do not have a corporate website.
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”.
Analog Nest generates revenue from selling certain apps in the App Stores and from displaying advertisements in certain applications. Approximately eighty percent (80%) of Analog Nest revenue is generated from the sales of Apps and the remaining revenue comes for advertising.
Market Opportunity
With the mobile market still booming, there are billions of mobile devices for which we can offer Apps. Given this large number of available devices, even the smallest App ideas have the potential to generate millions of downloads for its developer.
Competitive Strengths
We believe that the Apps have a solid reputation in the App Stores - some Apps are within the top 1,000 of their categories in the US and also top 10,000 out of all apps on the Google Play Store. We believe that our Apps are for most part unique with solid source codes. Many of the other apps on the market are copycat apps, as opposed to a majority of Analog Nest Apps which are original and unique in their region. We attempt to distinguish the Apps by providing prompt customer services.
Customers and Marketing
Analog Nest has an aggregate of approximately nine million downloads of its Apps from users around the globe, with the US taking the majority of that share.
So far no specific marketing for our Apps has been done. Due to the high ranking and ratings of the Apps, the optimized app store app descriptions, the user’s acquisition is done either directly through play store search or via deep linking from within the other Apps in the portfolio. Having a large portfolio of Apps helps drive more downloads, since each App can serve ads for the other Apps on the portfolio.
With the introduction of Google’s Universal app campaigns a new marketing opportunity has been given to the app vendors to better target audiences through the Google Ad network in an efficient and cost effective way.
Using Google’s Universal app campaigns, the goal is to target 1 million new installs or downloads in the next 12 months. To achieve this number of installs a marketing budget of at least $100,000 USD will be required to generate a lot of installs on a cost per install (CPI) basis.
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Competition
The app industry is highly competitive, with low barriers to entry and we expect more companies to enter the sector and a wider range of apps to be introduced. In addition, we have limited experience in developing apps for mobile and other platforms and our ability to succeed on those platforms is uncertain. As we continue to devote resources to developing apps for those platforms, we will face significant competition from established companies and new-comers.
Regulatory Matters
Google and Apple are responsible for regulating their respective app stores. Their stringent rules and guidelines make it so that app developers are mostly shielded from government regulatory bodies as each app goes through a manual approval process before being published on the store. If Google or Apple believe that such app could be in breach of any laws, they simply do not approve it.
Government Regulation
We are subject to a variety of laws in the United States and abroad, including laws regarding consumer protection, intellectual property, export and national security, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users.
Employees
Other than our directors and officers, who provide their services to our company and independent consultants, we have no full time employees.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
Our address principal executive office is located at 244 Madison Avenue, New York, NY 10016-2817..
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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Market Information
There is a limited public market for our common shares. Our common shares are listed for quotation on the Pink sheets of the OTC Markets under the trading symbol “URSL”. Trading in stocks quoted on the Pink Sheets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.
Pink Sheet securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink Sheet securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Pink Sheet issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Holders
As of August 15, 2019, we had 3 shareholders of record of our common stock with 148,433 shares of common stock outstanding.
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Equity Compensation Plans
Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses.
Recent Sales of unregistered securities
None.
Issuer Purchases of Equity Securities
There were no repurchases of common stock for the year ended May 31, 2019.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This annual report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this current report on Form 10-K are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this current report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this current report on Form 10-K.
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Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations - Years Ended May 31, 2019 and 2018
The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended May 31, 2019 and 2018, which are included herein.
Our operating results for the year ended May 31, 2019 and 2018, and the changes between those periods for the respective items are summarized as follows:
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For the Year Ended |
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May 31, |
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2019 |
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2018 |
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Change |
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Revenue |
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$ | - |
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$ | - |
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$ | - |
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Operating Expenses |
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General and administrative expenses |
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1,800 |
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1,009 |
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791 |
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Professional fees |
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33,667 |
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19,130 |
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14,537 |
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Loss from continued operations |
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(35,467 | ) |
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(20,139 | ) |
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(15,328 | ) |
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Loss from discontinued operations |
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(3,396 | ) |
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(31,604 | ) |
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28,208 |
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Net Loss |
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$ | (38,863 | ) |
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$ | (51,743 | ) |
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$ | 12,880 |
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Revenue
We have not generated any revenues for the year ended May 31, 2019 and May 31, 2018.
Operating expense
Operating expenses for year ended May 31, 2019 included general and administrative expenses of $1,800, and professional fees of $33,667, respectively. Operating expenses for year ended May 31, 2018 included general and administrative expenses of $1,009, and professional fees of $19,130, respectively.
Loss from continued operations
For the year ended May 31, 2019, our company incurred loss from continued operations of $35,467, compared to $20,139 incurred during the year ended May 31, 2018. The increase in loss from continued operations was mainly attributed to the increase in professional fees incurred during the year ended May 31, 2019.
Loss from discontinued operations
On December 1, 2018, our company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. During the year ended May 31, 2019 and 2018, our company recorded loss from discontinued operations of $3,396 and $31,604, respectively.
Net loss
Net loss totaled $38,863 for the year ended May 31, 2019, compared to a net loss for the year ended May 31, 2018 of $51,743.
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Liquidity and Capital Resources
Working Capital
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May 31, |
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May 31, |
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2019 |
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2018 |
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Change |
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Current Assets |
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$ | - |
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$ | 3,396 |
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(3,396 | ) |
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Current Liabilities |
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$ | 85,606 |
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$ | 50,139 |
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35,467 |
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Working Capital Deficiency |
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$ | (85,606 | ) |
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$ | (46,743 | ) |
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(38,863 | ) |
The change in working capital deficiency during the year ended May 31, 2019 was primarily a result of an increase of due to related party amounts and a decrease in accounts receivable.
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For the Year Ended |
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May 31, |
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2019 |
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2018 |
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Cash Flows used in Operating Activities |
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$ | (38,230 | ) |
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$ | (14,629 | ) |
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Cash Flows used in Investing Activities |
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- |
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(35,000 | ) |
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Cash Flows from Financing Activities |
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38,230 |
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49,629 |
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Net Change in Cash and Cash Equivalents |
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$ | - |
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$ | - |
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Cash Flows
Cash Flow from Operating Activities
During the year ended May 31, 2019, our company used $38,230 in cash from operating activities, compared to $14,629 cash used in operating activities during the year ended May 31, 2018.
The cash used from operating activities for the year ended May 31, 2019 was attributed to a net loss of $38,863, increased by a decrease in accounts receivable of $555 and a decrease in accounts payable and accrued liabilities of $2,763 and was offset by bad debt of $3,951
The cash used from operating activities for the year ended May 31, 2018 was attributed to a net loss of $51,743, increased by a decrease in accounts receivable of $3,396 and was offset by impairment loss of $35,000 and an increase in accounts payable and accrued liabilities of $5,510.
Cash Flow from Investing Activities
During the year ended May 31, 2019, our company did not use any cash in investing activities.
During the year ended May 31, 2018, the cash used in investing activities was $35,000 from the acquisition of intangible assets.
Cash Flow from Financing Activities
During the year ended May 31, 2019 our company received $38,230 from financing activities compared to $49,629 provided by financing activities during the year ended May 31, 2018.
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During the year ended May 31, 2019, our company received loans from a shareholder of $38,230 to pay the operating expenses.
During the year ended May 31, 2018, our company received $49,629 from financing activities which includes loans from a shareholder of $10,629 to pay the operating expenses, a loan from a shareholder of $35,000 for the acquisition of intangible assets and a loan from a former shareholder of $4,000.
Liquidity and Capital Resources
Our cash balance at May 31, 2019 was $NIL with $85,606 in outstanding current liabilities, consisting of $3,747 in accounts payable and accrued liabilities and $81,859 in due to related parties. We estimate total expenditures over the next 12 months are expected to be approximately $50,000.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on our company’s financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Startech Labs, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Startech Labs, Inc. (the "Company") as of May 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s minimal activities raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2018
Lakewood, CO
August 19, 2019
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STARTECH LABS, INC.
(formerly UPPERSOLUTION.COM)
BALANCE SHEETS
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May 31, |
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May 31, |
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2019 |
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2018 |
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ASSETS |
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Current Assets |
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Accounts receivable from discontinued operation |
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$ | - |
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$ | 3,396 |
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Total Current Assets |
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- |
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3,396 |
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Total Assets |
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$ | - |
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$ | 3,396 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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$ | 3,747 |
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$ | 6,510 |
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Due to related parties |
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81,859 |
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43,629 |
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Total Current Liabilities |
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85,606 |
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50,139 |
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Total Liabilities |
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85,606 |
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50,139 |
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STOCKHOLDERS’ DEFICIT |
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Common Stock: $0.001 par value, 75,000,000 shares authorized, 148,433 shares issued and outstanding as of May 31, 2019 and 2018 |
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148 |
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148 |
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Additional paid-in capital |
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71,465 |
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71,465 |
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Accumulated deficit |
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(157,219 | ) |
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(118,356 | ) |
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Total Stockholders’ Deficit |
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(85,606 | ) |
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(46,743 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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$ | - |
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$ | 3,396 |
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The accompanying notes are an integral part of these audited financial statements.
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STARTECH LABS, INC.
(formerly UPPERSOLUTION.COM)
STATEMENTS OF OPERATIONS
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For the Year Ended |
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May 31, |
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2019 |
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2018 |
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Revenues |
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$ | - |
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$ | - |
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Cost of Goods Sold |
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- |
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- |
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Gross Profit |
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- |
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- |
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Operating Expenses |
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General and administration |
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1,800 |
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1,009 |
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Professional |
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33,667 |
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19,130 |
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Total operating expenses |
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35,467 |
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20,139 |
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Net loss from operations |
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(35,467 | ) |
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(20,139 | ) |
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|
|
Net loss before taxes |
|
|
(35,467 | ) |
|
|
(20,139 | ) |
|
Provision for income taxes |
|
|
- |
|
|
|
- |
|
|
Loss from Continued Operations |
|
|
(35,467 | ) |
|
|
(20,139 | ) |
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
Loss from discontinued operations |
|
|
(3,396 | ) |
|
|
(31,604 | ) |
|
Loss from Discontinued Operations, Net of Tax Benefits |
|
|
(3,396 | ) |
|
|
(31,604 | ) |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ | (38,863 | ) |
|
$ | (51,743 | ) |
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Common Share – Basic and Diluted |
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ | (0.24 | ) |
|
$ | (0.14 | ) |
|
Discontinued operations |
|
$ | (0.02 | ) |
|
$ | (0.21 | ) |
|
Net loss |
|
$ | (0.26 | ) |
|
$ | (0.35 | ) |
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding |
|
|
148,433 |
|
|
|
147,790 |
|
The accompanying notes are an integral part of these audited financial statements.
| 12 |
|
|
| Table of Contents |
STARTECH LABS, INC.
(formerly UPPERSOLUTION.COM)
STATEMENT OF STOCKHOLDERS’ DEFICIT
|
|
|
|
|
Additional |
|
|
|
|
|
|||||||||||
|
|
|
Common stock |
|
|
paid-in |
|
|
Accumulated |
|
|
|
|||||||||
|
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
Deficit |
|
|
Total |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
*Balance, May 31, 2017 |
|
|
147,380 |
|
|
$ | 147 |
|
|
$ | 55,252.62 |
|
|
$ | (66,613 | ) |
|
$ | (11,213 | ) |
|
Forgiveness of loans with previous related party |
|
|
- |
|
|
|
- |
|
|
|
16,213 |
|
|
|
- |
|
|
|
16,213 |
|
|
Common shares issued for acquisition |
|
|
1,053 |
|
|
|
1 |
|
|
|
(1 | ) |
|
|
- |
|
|
|
- |
|
|
Net loss for the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(51,743 | ) |
|
|
(51,743 | ) |
|
Balance, May 31, 2018 |
|
|
148,433 |
|
|
$ | 148 |
|
|
$ | 71,465 |
|
|
$ | (118,356 | ) |
|
$ | (46,743 | ) |
|
Net loss for the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(38,863 | ) |
|
|
(38,863 | ) |
|
Balance, May 31, 2019 |
|
|
148,433 |
|
|
$ | 148 |
|
|
$ | 71,465 |
|
|
$ | (157,219 | ) |
|
$ | (85,606 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Retrospectively reflecting reverse-stock split |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these audited financial statements.
| 13 |
|
|
| Table of Contents |
STARTECH LABS, INC.
(formerly UPPERSOLUTION.COM)
STATEMENTS OF CASH FLOWS
|
|
|
For the Year Ended |
|
|||||
|
|
|
May 31, |
|
|||||
|
|
|
2019 |
|
|
2018 |
|
||
|
|
|
|
|
|
|
|
||
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
||
|
Net loss |
|
$ | (38,863 | ) |
|
$ | (51,743 | ) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Bad debt |
|
|
3,951 |
|
|
|
- |
|
|
Impairment loss |
|
|
- |
|
|
|
35,000 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(555 | ) |
|
|
(3,396 | ) |
|
Accounts payable |
|
|
(2,763 | ) |
|
|
5,510 |
|
|
Net Cash Used in Operating Activities |
|
|
(38,230 | ) |
|
|
(14,629 | ) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
Acquisition of intangible assets |
|
|
- |
|
|
|
(35,000 | ) |
|
Net Cash Used in Investing Activities |
|
|
- |
|
|
|
(35,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
Due to related party |
|
|
38,230 |
|
|
|
49,629 |
|
|
Net Cash Provided by Financing Activities |
|
|
38,230 |
|
|
|
49,629 |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
Issuance of common shares for acquisition |
|
$ | - |
|
|
$ | 100 |
|
The accompanying notes are an integral part of these audited financial statements.
| 14 |
|
|
| Table of Contents |
STARTECH LABS, INC.
(formerly UPPERSOLUTION.COM)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
MAY 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.
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 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of UpperSolution.com (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) and presented in US dollars. The fiscal year end is May 31.
| 15 |
|
|
| Table of Contents |
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.
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:
|
|
· |
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. |
We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business.
Accounts Receivable
The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received from a third party. The terms of receivables are typically 30 days after sale. As of May 31, 2019 and 2018, amounts of $0 and $3,396 were recorded as accounts receivable from discontinued operations.
Goodwill and Intangible Assets
We account for goodwill in accordance with ASC 350 ”Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
During the period ended May 31, 2018, we determined that the carrying value of the intangible assets exceeded its fair value at the measurement date, requiring step two in the impairment test process. The fair value of the intangible assets was determined primarily using an income approach based on the present value of discounted cash flows. We determined the implied fair value of the intangible assets was substantially below the carrying value of goodwill. Accordingly, we recognized an impairment loss of $35,000, which resulted in intangible assets value of $0 as of May 31, 2018.
| 16 |
|
|
| Table of Contents |
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.
Fair Value of Financial Instruments
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.
As of May 31, 2019 and 2018, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.
Discontinued Operations
The Company follows ASC 205-20,” Discontinued Operations,” to report for disposed or discontinued operations.
| 17 |
|
|
| Table of Contents |
Recent Accounting Pronouncements
Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 3 – GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The Company has incurred net losses since inception on April 20, 2013 through May 31, 2019 totaling $157,219 and has negative working capital at May 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 4 – COMMON STOCK
The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001.
On October 18, 2017, the former majority shareholders of the Company agreed to sell 121,062 common shares (pre-split 11,500,000 common shares) to a company controlled by the current Director and Chief Executive officer of the Company.
On January 10, 2018, the Company issued 1,053 common shares (pre-split 100,000 common shares) for the acquisition of intangible assets of $35,000. The 1,053 common shares (pre-split 100,000 common shares) were issued to a related party.
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 May 31, 2019 and 2018, 148,433 shares of common stock were issued and outstanding.
NOTE 5 – RELATED PARTY TRANSACTIONS
On July 2, 2017, the Company received loans from a former shareholder of $4,000. The loans were unsecured, non-interest bearing and due on demand.
On October 20, 2017, there was a change in control of the Company. As a result, amounts of $6,007 that were previously recorded as due to related parties, have been recorded as additional paid in capital as the amounts were forgiven upon the change in control of the Company. In addition, $8,206 of accounts payable was settled by the previous ownership group and recorded as additional paid in capital, per the terms of the purchase agreement.
On January 10, 2018, the shareholders provided $35,000 to the Company for the acquisition of intangible assets.
During the year ended May 31, 2019 and 2018, the Company received loans from a shareholder of $38,230 and $10,629 to pay the operating expenses, respectively. During the year ended May 31, 2018, $2,000 was forgiven and recorded as additional paid in capital. The loans were unsecured, non-interest bearing and due on demand.
The balance due to the shareholders was $81,859 and $43,629 as of May 31, 2019 and 2018.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. For the period ending May 31, 2018, no litigation matters were noted.
NOTE 7 – INCOME TAXES
Due to the Company’s net loss from inception on April 20, 2013 to May 31, 2019, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at May 31, 2019.
The components of net deferred tax assets are as follows:
|
Income tax provision at the federal statutory rate |
21% |
|
Effect on operating losses |
(21%) |
|
- |
Changes in the net deferred tax assets consist of the following:
|
|
|
May 31, |
|
|
May 31, |
|
||
|
|
|
2019 |
|
|
2018 |
|
||
|
Net operating loss carry forward |
|
$ | 35,192 |
|
|
$ | 27,031 |
|
|
Effect of change in the statutory rate |
|
|
- |
|
|
|
(10,812 | ) |
|
Valuation allowance |
|
|
(35,192 | ) |
|
|
(16,219 | ) |
|
Net deferred tax asset |
|
$ | - |
|
|
$ | - |
|
| 19 |
|
|
| Table of Contents |
A reconciliation of income taxes computed at the statutory rate is as follows:
|
|
|
May 31, |
|
|
May 31, |
|
||
|
|
|
2019 |
|
|
2018 |
|
||
|
Income tax (expense) benefit at statutory rate |
|
$ | 8,161 |
|
|
$ | 3,516 |
|
|
Change in valuation allowance |
|
|
(8,161 | ) |
|
|
(3,516 | ) |
|
Income tax expense |
|
$ | - |
|
|
$ | - |
|
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
NOTE 8 – 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:
|
|
|
For the Year Ended |
|
|||||
|
|
|
May 31, |
|
|||||
|
|
|
2019 |
|
|
2018 |
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
Revenues |
|
$ | 555 |
|
|
$ | 6,759 |
|
|
Cost of Goods Sold |
|
|
- |
|
|
|
3,363 |
|
|
Gross Profit |
|
|
555 |
|
|
|
3,396 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
General and administration |
|
|
3,951 |
|
|
|
- |
|
|
Impairment |
|
|
- |
|
|
|
35,000 |
|
|
Total operating expenses |
|
|
3,951 |
|
|
|
35,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations |
|
|
(3,396 | ) |
|
|
(31,604 | ) |
|
Provision for income taxes |
|
|
- |
|
|
|
- |
|
|
Loss from discontinued operations |
|
$ | (3,396 | ) |
|
$ | (31,604 | ) |
NOTE 9 – SUBSEQUENT EVENT
The Company evaluated all events or transactions that occurred after May 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 May 31, 2019.
| 20 |
|
|
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation Of Disclosure Controls And Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer (our chief executive officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 , as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared.
Management’s Annual Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our company.
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our chief executive officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of May 31, 2019, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:
Insufficient Resources : We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.
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Inadequate Segregation Of Duties : We have an inadequate number of personnel to properly implement control procedures.
Lack Of Audit Committee & Outside Directors On The Company’s Board Of Directors: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our chief executive officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Changes In Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended May 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a) – (b) Identification of Directors and Executive Officers.
The Company: The following individuals are current members of our Board of Directors and executive officers; all of the members of the Board are appointed until their respective successor is elected or until their resignation.
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Name |
Age |
Positions Held |
Date of Appointment |
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Mark Kevin So |
29 |
President, Chief Executive Officer and Director |
January 10, 2018 |
(c) Identification of certain significant employees.
Our company currently does not have any significant employees.
(d) Family relationships.
None.
(e) Business experience.
Mark Kevin So – President, Chief Executive Officer, Secretary and Director
Mr. So has been involved in the e-commerce scene starting with his first job as an online marketing officer at Organica Nutraceuticals in 2009. Since then he has gone on to other positions similarly related to e-commerce such as Marketing manager with SadoTech, culminating with his last position at BIGMK Ecommerce Inc as their assistant VP of E-commerce operations since 2014. Mr. So obtained his Masters in Information Technology at AMA University, Makati, Philippines in 2014.
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Our company believes that Mr. So’s professional background experience gives him the qualifications and skills necessary to serve as a director and officer of our company.
(f) Involvement in certain legal proceedings.
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
| 1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
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| 2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
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| 3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
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| 4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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| 5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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| 6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Section 16(a) Beneficial Ownership Reporting Compliance
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.
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Code of Ethics
We have not adopted a Code of Business Conduct and Ethics..
Audit Committee
We do not have an Audit Committee. Our company’s board of directors performs some of the same functions of an Audit Committee, such as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors’ independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls. Our company does not currently have a written audit committee charter or similar document.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
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(a) | our principal executive officer; |
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(b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended May 31, 2019 and 2018; and |
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(c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended May 31, 2019 and 2018, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year: |
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SUMMARY COMPENSATION TABLE |
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Name and Principal Position |
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Year |
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Salary ($) |
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Bonus ($) |
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Stock Awards ($) |
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Option Awards ($) |
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Non-Equity Incentive Plan Compensation ($) |
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Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
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All Other Compensation ($) |
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Total ($) |
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| Kevin So |
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2019 |
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- |
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- |
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- |
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- |
|
|
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- |
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- |
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- |
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- |
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President, CEO, Secretary and Director |
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2018 |
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- |
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- |
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- |
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|
- |
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- |
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- |
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- |
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- |
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Yousef Kasuka (1) |
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2019 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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Former President, CEO and Director |
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2018 |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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| Mahmoud Dasuka (2) |
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2019 |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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Former Treasurer, Secretary and Director |
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2018 |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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(1) |
Yousef Dauksa was appointed President, CEO and Director on April 20, 2013 and resigned all positions on January 10, 2018 |
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(2) |
Mahmoud Dasuka was appointed Secretary, Treasurer and Director on April 20, 2013and resigned all positions on January 10, 2018. |
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Except as disclosed, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 19, 2019 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
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Name and Address of Beneficial Owner |
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Amount and Nature of Beneficial Ownership |
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Percentage of Class (1) |
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Kevin So
244 Madison Avenue New York City, NY10016-2817 |
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Nil |
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0 | % |
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Directors and Executive Officers as a Group |
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Nil |
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0 | % |
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Evershine Holdings Limited
(2)
Global Gateway 8 Rue de la Perle Providence, Mahe Seychelles |
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121,053 Common / Direct |
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81.55 | % |
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5% Shareholders as a Group |
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121,053 Common |
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81.55 | % |
_______________
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(1) |
A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 19, 2019. As of August 19, 2019, there were 148,433 shares of our common stock issued and outstanding. |
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(2) |
Evershine Holdings Limited is controlled by Mr. Paul Gonzalez, who may therefore be deemed the beneficial owner of the shares registered in the name of Evershine Holdings Limited. |
Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses. The company does not have any arrangements for such issuances or arrangements at this time.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended May 31, 2019, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
We currently act with one director, consisting of Kevin So. We have determined that none of our directors is an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.
Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended May 31, 2019 and for fiscal year ended May 31, 2018 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
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Fee Category |
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Year Ended May 31, 2019 |
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Year Ended May 31, 2018 |
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Audit Fees |
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$ | 22,100 |
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$ | 9,700 |
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Audit-Related Fees |
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- |
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- |
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Tax Fees |
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- |
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- |
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All Other Fees |
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- |
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- |
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Total Fees |
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$ | 22,100 |
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$ | 9,700 |
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Audit committee policies & procedures
We do not currently have a standing audit committee. The above services were approved by our Board of Directors.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(a) | Financial Statements |
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(1) | Financial statements for our company are listed in the index under Item 8 of this document. |
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(2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
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(b) | Exhibits |
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INCORPORATED BY REFERENCE |
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EXHIBIT NUMBER |
Exhibit Description |
Form |
Exhibit |
Filing Date |
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(3) |
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(i) Articles of Incorporation, (ii) Bylaws |
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S-1 |
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3.2 |
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August 16, 2013 |
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(21) |
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Subsidiaries of Registrant |
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(31) |
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(i) Rule 13a-14(a)/15d-14(a) Certifications, (ii) Rule 13a-14/15d-14 Certifications |
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer |
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(32) |
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Section 1350 Certifications |
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Section 1350 Certification of Chief Executive Officer and Chief Financial Officer |
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(100) |
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Interactive Data File |
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101.INS** |
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XBRL Instance Document |
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101.SCH** |
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XBRL Taxonomy Extension Schema Document |
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101.CAL** |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF** |
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB** |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE** |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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_________
*Filed herewith.
**Furnished herewith.
None.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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STARTECH LABS, INC. |
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Dated: August 21, 2019 |
By: |
/s/ Kevin So |
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Kevin So |
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President, Chief Executive Officer, Secretary and Director |
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(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Dated: August 21, 2019 |
/s/ Kevin So |
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Kevin So |
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President, Chief Executive Officer, Secretary and Director |
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(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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EXHIBIT 3.1
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EXHIBIT 3.3
EXHIBIT 21.1
SUBSIDIARIES OF REGISTRANT
Analog Nest Technologies, Inc., a Nevada corporation
EXHIBIT 31.1
CERTIFICATION
I, Kevin So, President of Startech Labs, Inc. , certify that:
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1. |
I have reviewed this Form 10-K of Startech Labs, Inc. (the “Registrant”); |
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2. |
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
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4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
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a) |
designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
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d) |
disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and |
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5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): |
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a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and |
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b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. |
Date: August 21, 2019
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/s/ Kevin So |
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Kevin So |
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President, Chief Executive Officer, Secretary and Director |
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(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Startech Labs, Inc. (the "Company") on Form 10-K for the period ended May 31, 2019 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 21, 2019
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/s/ Kevin So |
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Kevin So |
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President, Chief Executive Officer, Secretary and Director |
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(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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