NOTES
TO UNAUDITED FINANCIAL STATEMENTS
May
31, 2017
NOTE
A – 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. The Company has not realized revenues from its planned principal business purpose.
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 developing and
marketing apps.
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.
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.
Capital
Stock
The
Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001. Currently, there were
fourteen million (14,000,000) shares of common stock issued and outstanding as of May 31, 2017.
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.
Recently
Issued Accounting Pronouncements
In
August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an
Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s
responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern
and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December
15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on
its financial statements.
Other
recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company’s financial statements.
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, 2017, and May 31, 2016, the carrying value of accounts payable and loans that are required to be measured at fair value,
approximated fair value due to the short-term nature and maturity of these instruments.
NOTE
B – 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
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 the issuance of common stock. For the coming
year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates
enough revenues through the operations as stated above.
NOTE
C – COMMON STOCK
On
or about May 20, 2013, Mahmoud Dasuka and Yousef Dasuka each purchased 5,750,000 common share of the company’s common stock
for $5,750 each at $0.001 per share.
During
the month of May 2015, the Company issued 605,000 common shares for $12,100 in cash at an issue price of $0.02.
During
the month of June 2015, the Company issued 1,500,000 common shares for $30,000 in cash at an issue price of $0.02.
During
the month of July 2015, the Company issued 395,000 common shares for $7,900 in cash at an issue price of $0.02.
As
of May 31, 2017, Common shares issued and outstanding are 14,000,000.
NOTE
D – RELATED PARTY TRANSACTIONS
On
or about May 20, 2013, directors of the company Mahmoud Dasuka and Yousef Dasuka each purchased 5,750,000 common share of the
company’s common stock for $5,750 each at $0.001 per share.
On
March 16, 2014, Company received loans from a shareholder of $207. The loans are unsecured, non-interest bearing and due on demand.
On
July 18, 2014, Company received loans from a shareholder of $1,800. The loans are unsecured, non-interest bearing and due on demand.
The
balance due to the shareholder was $2,007 as of May 31, 2017.
NOTE
E – INCOME TAXES
Due
to the Company’s net loss from inception on April 20, 2013 to May 31, 2017 there was no provision for income taxes recorded.
As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets.
Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at May 31, 2017.
The
components of net deferred tax assets are as follows:
Income
tax provision at the federal statutory rate
|
|
|
35
|
%
|
Effect
on operating losses
|
|
|
(35
|
%)
|
|
|
|
—
|
|
|
|
|
|
|
Changes
in the net deferred tax assets consist of the following:
|
|
May
31, 2017
|
|
May
31, 2016
|
Net
operating loss carry forward
|
|
|
23,315
|
|
|
|
17,858
|
|
Valuation
allowance
|
|
|
(23,315
|
)
|
|
|
(17,858
|
)
|
Net
deferred tax asset
|
|
|
—
|
|
|
|
—
|
|
A
reconciliation of income taxes computed at the statutory rate is as follows:
|
|
May
31, 2017
|
|
May
31, 2016
|
Income
tax (expense) benefit at statutory rate
|
|
|
5,457
|
|
|
|
10,041
|
|
Change
in valuation allowance
|
|
|
(5,457
|
)
|
|
|
(10,041
|
)
|
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
F – OFFICE
We
currently utilize office space at 153 W. Lake Mead #2240, Henderson, NV 89015, as our corporate registered office at a cost of
$150 per year (with such fee beginning in the second year). Most of the company’s business is undertaken at the homes of
the officers and directors and such space is provided free of charge. We believe these facilities are in good condition, but that
we may need to expand our leased space as our expansion efforts increase.
NOTE
G – SUBSEQUENT EVENT
The
Company evaluated all events or transactions that occurred after May 31, 2017 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 year ended
May 31, 2017.