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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2020
For the quarterly period ended: June 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-30746
TRICCAR, INC.
(Exact name of registrant as specified in its charter)
Nevada |
84-4250492 |
|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 848 N. Rainbow Blvd., #3254, Las Vegas, Nevada | 89107 | |
| (Address of principal executive offices) | (Zip Code) | |
702-330-2430
(Registrant’s telephone number, including area code)
Frontier Oilfield Services, Inc., 220 Travis Street, Suite 501,
Shreveport, Louisiana 71101
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | FOSI |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
| Potential persons who are to respond to the collection of information contained in this form are not required | |
| SEC 1296 (05-19) | to respond unless the form displays a currently valid OMB control number. |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Smaller reporting company ☒ |
| Accelerated filer ☐ | Emerging growth company ☒ |
| Non-accelerated filer ☐ |
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 ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 14, 2020 there were 72,500,000 shares of Class A common stock and 27,500,000 shares of Class B common stock outstanding pending issuance with name and symbol change.
TRICCAR, INC.
Index
PART 1 — FINANCIAL INFORMATION
TRICCAR, INC. AND SUBSIDIARIES
(UNAUDITED)
| June 30, 2020 | December 31, 2019 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 11,215 | $ | 29,467 | ||||
| Total current assets | 11,215 | 29,467 | ||||||
| Total Assets | $ | 11,215 | $ | 29,467 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 168,411 | $ | — | ||||
| Accrued liabilities | 48,830 | 32,491 | ||||||
| Total current liabilities | 217,241 | 32,491 | ||||||
| Total Liabilities | 217,241 | 32,491 | ||||||
| Commitments and Contingencies (Note 5) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock $.0001 par value; authorized 50,000,000 shares with no outstanding as June 30, 2020 and December 31, 2019 | — | — | ||||||
| Common stock- Class A $.00001 par value; authorized 100,000,000 shares with 52,500,000 shares issued and outstanding at December 31, 2019 | — | 525 | ||||||
| Common stock- Class B $.00001 par value; authorized 30,000,000 shares with 27,500,000 shares issued and outstanding at December 31, 2019 | — | 275 | ||||||
| Common stock- Class A $.0001 par value; authorized 372,500,000 shares with 72,500,000 shares issued and outstanding at June 30, 2020 | 7,250 | — | ||||||
| Common stock- Class B $.0001 par value; authorized 27,500,000 shares with 27,500,000 shares issued and outstanding at June 30, 2020 | 2,750 | — | ||||||
| Additional paid-in capital | — | 101,401 | ||||||
| Accumulated deficit | (216,026 | ) | (105,225 | ) | ||||
| Total stockholders’ deficit | (206,026 | ) | (3,024 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 11,215 | $ | 29,467 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
TRICCAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||||||||
| Revenue, net of discounts | $ | — | $ | — | $ | — | $ | — | ||||||||
| Costs and expenses: | ||||||||||||||||
| General and administrative | 19,046 | 26,140 | 46,666 | 43,011 | ||||||||||||
| Total costs and expenses | 19,046 | 26,140 | 46,666 | 43,011 | ||||||||||||
| Operating loss | (19,046 | ) | (26,140 | ) | (46,666 | ) | (43,011 | ) | ||||||||
| Other (income) expense: | ||||||||||||||||
| Other income (Note 6) | (10,000 | ) | — | (10,000 | ) | — | ||||||||||
| Interest expense | — | — | — | — | ||||||||||||
| Loss before provision for income taxes | (9,046 | ) | (26,140 | ) | (36,666 | ) | (43,011 | ) | ||||||||
| Provision for income taxes | — | — | — | — | ||||||||||||
| Net loss | $ | (9,046 | ) | $ | (26,140 | ) | $ | (36,666 | ) | (43,011 | ) | |||||
| Net loss per common share – basic: | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic | 100,000,000 | 79,899,027 | 93,333,333 | 79,899,027 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
TRICCAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended | ||||||||
June 30, 2020 | June 30, 2019 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (36,666 | ) | $ | (43,011 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase (decrease) in operating liabilities: | ||||||||
| Accrued liabilities | 16,339 | 17,137 | ||||||
| Net cash used in operating activities | (20,327 | ) | (25,874 | ) | ||||
| Cash Flows from Investing Activities | — | — | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceed from equity investment | 2,075 | 30,500 | ||||||
| Net cash provided from financing activities: | 2,075 | — | ||||||
| Net decrease in cash | (18,252 | ) | 4,626 | |||||
| Cash at beginning of the period | 29,467 | 11,604 | ||||||
| Cash at end of the period | $ | 11,215 | $ | 16,230 | ||||
| Supplemental Cash Flow Disclosures | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | — | $ | — | ||||
| Taxes | $ | — | $ | — | ||||
| Supplemental Disclosure of Non-Cash Investing and Financing | ||||||||
| Accounts payable acquired in reverse merger | $ | 168,411 | $ | — | ||||
The accompanying notes are an integral part of these consolidated financial statements.
5
TRICCAR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2020
(UNAUDITED)
| Additional | Total | |||||||||||||||||||||||||||
| Common Stock Class A | Common Stock Class B | Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Capital | Deficit | Equity (Deficit) | ||||||||||||||||||||||
| Balance December 31, 2018 of TRICCAR Holdings, Inc. | 52,376,527 | $ | 524 | 27,500,000 | $ | 275 | $ | 23,402 | $ | (16,047 | ) | $ | 8,154 | |||||||||||||||
| Net Loss | — | — | — | — | — | (16,871 | ) | $ | (16,871 | ) | ||||||||||||||||||
| Balance March 31, 2019 of TRICCAR Holdings, Inc. | 52,376,527 | $ | 524 | 27,500,000 | $ | 275 | $ | 23,402 | $ | (32,918 | ) | $ | (8,717 | ) | ||||||||||||||
| Issuance of company's common stock | 45,000 | — | — | — | 30,500 | — | $ | 30,500 | ||||||||||||||||||||
| Net Loss | — | — | — | — | — | (26,140 | ) | $ | (26,140 | ) | ||||||||||||||||||
| Balance June 30, 2019 of TRICCAR Holdings, Inc. | 52,421,527 | $ | 524 | 27,500,000 | $ | 275 | $ | 53,902 | $ | (59,058 | ) | $ | (4,357 | ) | ||||||||||||||
| Balance December 31, 2019 of TRICCAR Holdings, Inc. | 52,500,000 | $ | 525 | 27,500,000 | $ | 275 | $ | 101,401 | $ | (105,225 | ) | $ | (3,024 | ) | ||||||||||||||
| Contribution by shareholders | — | — | — | — | 2,075 | — | $ | 2,075 | ||||||||||||||||||||
| Recapitalization on reverse merger - purging previous share | (52,500,000 | ) | (525 | ) | (27,500,000 | ) | (275 | ) | (103,476 | ) | — | $ | (104,276 | ) | ||||||||||||||
| Recapitalization on reverse merger - issuance of new share | 72,500,000 | 7,250 | 27,500,000 | 2,750 | — | (74,135 | ) | $ | (64,135 | ) | ||||||||||||||||||
| Net Loss | — | — | — | — | — | (27,620 | ) | $ | (27,620 | ) | ||||||||||||||||||
| Balance March 31, 2020 | 72,500,000 | $ | 7,250 | 27,500,000 | $ | 2,750 | $ | — | $ | (206,980 | ) | $ | (196,980 | ) | ||||||||||||||
| Net Loss | — | — | — | — | — | (9,046 | ) | $ | (9,046 | ) | ||||||||||||||||||
| Balance June 30, 2020 | 72,500,000 | $ | 7,250 | 27,500,000 | $ | 2,750 | $ | — | $ | (216,026 | ) | $ | (206,026 | ) | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
TRICCAR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2020
(UNAUDITED)
| 1. | BASIS OF PRESENTATION |
The consolidated financial statements included herein have been prepared by TRICCAR, Inc. (“the Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year.
| 2. | BUSINESS ACTIVITIES |
On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc., a Nevada Corporation (“TRICCAR Holdings”).
Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement.
TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. TRICCAR issued 80,000,000 shares of stock to acquire all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR shareholders retained 20,000,000 shares of stock. As a consequence, immediately subsequent to the acquisition TRICCAR will have approximately 100,000,000 shares of common stock outstanding. The issuance of the new shares has already been reflected on TRICCAR’s book and is pending the name and symbol change with transfer agent.
The accompanying consolidated financial statements include the accounts of the Company and its former entity Frontier Oilfield Services, Inc., and its subsidiary TRICCAR Holdings, Inc.
TRICCAR is a vertically integrated biomedical research, development, and marketing firm that plans to develop, acquire, and partner to bring life-changing bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the global market. The Company is engaged in the development of bioceutical and pharmaceutical products designed to support the well-being of humans and animals that have common diseases.
Development Stage Company – The Company is considered a development stage company and has had no commercial revenue to date. The Company has been focusing on the development of its products.
| 3. | GOING CONCERN |
The Company’s financial statements are prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of the financial statements, the Company has generated losses from operations, has an accumulated deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
To continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, to increase its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop new and stable sources of revenue to meet its operating expenses.
The Company’s ability to continue as a going concern will be dependent upon management’s ability to successfully implement management’s plans to pursue additional business volumes from new and existing customers, reduce indebtedness through sales of non-performing assets and conversions of debt to equity, and rationalize the Company’s cost structure to achieve profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis. The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations and business plan will be available or, if available, such financing will be on satisfactory terms.
7
| 4. | SUMMARY OF SELECTED ACCOUNTING POLICIES |
Reverse Merger
On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc., a Nevada Corporation (“TRICCAR Holdings”).
Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement.
TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. TRICCAR issued 80,000,000 shares of stock to acquire all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR shareholders retained 20,000,000 shares of stock. As a consequence, immediately subsequent to the acquisition TRICCAR will have approximately 100,000,000 shares of common stock outstanding. The issuance of the new shares has already been reflected on TRICCAR's book and is pending the name and symbol change with transfer agent.
As a result of the transaction, the former shareholders of TRICCAR Holdings became the controlling shareholders of the Company. At the closing, each TRICCAR Holdings shareholder received 1.00 shares (the “Exchange Ratio”) of TRICCAR Inc. common stock for each TRICCAR Holdings share exchanged. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein TRICCAR Holdings is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the exchange ratio established in the merger except otherwise noted.
TRICCAR Holdings, incorporated on August 22, 2017, is a vertically integrated biomedical research, development, and marketing firm that develops, acquires, and partners to bring life-changing bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the global market. The Company is engaged in the development of bioceutical and pharmaceutical products designed to support the well-being of humans and animals that have common diseases.
As a result of the Merger, TRICCAR Holdings stock owned by the Company has been cancelled and each share of TRICCAR Holdings not owned by the Company was exchanged for 1.00 share of Company’s common stock. A total of 80,000,000 shares of TRICCAR Holdings common stock was exchanged for 80,000,000 shares of Company common stock.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
Fair Value of Financial Instruments
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis. Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended June 30, 2020 and 2019, except as disclosed.
Earnings (Loss) Per Share (EPS)
Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the period. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there are no common stock dilutive instruments in 2020 or 2019 which have been excluded from EPS that could potentially have a dilutive effect on EPS in the future.
Use of Estimates
The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the three months ended June 30, 2020 and 2019 include the allowance for doubtful accounts on accounts and other receivables, the useful life of property and equipment and intangible assets, and assumptions used in assessing impairment of long-term assets.
Revenue Recognition
The Company recognizes revenues when services are rendered, products are delivered, and when payment is determinable and reasonably assured. The Company plans to extend short-term, unsecured credit to its distributors for amounts invoiced.
8
| 5. | COMMITMENTS AND CONTINGENCIES |
The COVID-19 pandemic
In December 2019, when the first indications of SARS-CoV-2 were being reported from Wuhan, China, Management began implementing plans to incorporate work-from-home initiatives, acquiring face masks and gloves for employees, and accumulating disinfectants such as alcohol and bleach. On January 27, 2020 the Company formally put in place work-from-home efforts. On March 12, 2020, Nevada Governor Steve Sisolak implemented state-at-home orders for businesses and employees which are still in effect. While our early identification of the risks of SARS-CoV-2 have protected our employees with zero cases of COVID-19 infection to date, the global pandemic has delayed the Company’s plans to bring 11 of our products to market due to supplier and transportation limitations. Given the continued challenges of the pandemic, Management is unable to provide a definitive date when our first bioceutical products will be made available for public purchase. The pandemic has resulted in record unemployment in the United States which impacts consumers’ financial ability to purchase bioceuticals and this retraction in employment and consumer confidence may have a negative short-term impact on the Company.
| 6. | OTHER INCOME |
The other income of $10,000 was EIDL advance provided by Small Business Administration which is designed to provide emergency economic relief to business that were impacted by COVID-10 pandemic. The advance will not have to be repaid. TRICCAR Holdings, Inc. received the advance but were not approved for a loan.
| 7. | EQUITY | ||
The total number of common stock authorized that may be issued by the Company is four hundred million (400,000,000) shares of common stock with a par value of one hundredth of one cent ($0.0001) per share consisting of three hundred seventy-two million five hundred thousand (372,500,000) shares Class A shares with 1:1 voting rights and twenty-seven million five hundred thousand (27,500,000) Class B shares with 20:1 voting rights, and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the corporation.
There are currently 72,500,000 shares of Common stock- Class A and 27,500,000 shares of Common stock- Class B outstanding pending issuance with name and symbol change. The Class B common stock includes 20,000,000 shares held by William Townsend, Chief Executive Officer and Director and 7,500,000 shares held by Katrina Yao, Chief Financial Officer and director.
| |||
| 8. | RELATED PARTY TRANSACTIONS | ||
None | |||
| 9. | SUBSEQUENT EVENTS | ||
The Company has completed an agreement for an investment of $18,594,692 via private placement in the public entity from Antonomastic Investment Holdings, Ltd., resulting in the sale of 11,621,683 shares of common stock at $1.60 per share. As part of the investment, Nairobi, Kenya based Antonomastic Investment Holdings, Ltd. will appoint a yet to be determined member to TRICCAR’s board of directors. As of the date of this report, no funds have been received by TRICCAR, Inc.
The Company will provide Antonomastic Investment Holdings, Ltd. price protection of 90% of the value of $1.60 per share. Should the Company's publicly-traded average closing share price be below $1.44 (90% of $1.60) during the time period of March 8, 2021 through March 26, 2021, the Company will issue Antonomastic Investment Holdings, Ltd. additional shares when added to the 11,621,683 shares purchased at $1.60 and referenced herein, will equal $18,594,692. The price used for the price protection will be calculated as the average closing share price between March 8-March 26, 2021. | |||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT
Statements in this report which are not purely historical facts, including statements regarding the Company’s anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended. All forward-looking statements in this report are based upon information available to us on the date of the report. Any forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from events or results described in the forward-looking statements. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from the Company’s expectations (“Cautionary Statements”), are disclosed in the Company’s annual report on Form 10-K, including, without limitation, in conjunction with the forward-looking statements under the caption “Risk Factors.” In addition, important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to, limited working capital, limited access to capital, changes from anticipated levels of sales and revenues future national or regional economic and competitive conditions, changes in relationships with customers, difficulties in developing new business, difficulties integrating any new businesses or products acquired, regulatory change, the ability of the Company to meet its stated business goals, the Company’s restructuring initiatives, the Company’s ability to sustain profitability, and general economic and business conditions. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. We do not undertake to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
9
As a result of the Reorganization Agreement and the change in business and operations of the Company, a discussion of the past financial results of the Company, formally known as Frontier Oilfield Services, Inc., is not pertinent, and, under generally accepted accounting principles in the United States the historical financial results of TRICCAR Holdings, Inc., the acquired company for accounting purposes, prior to the Reorganization Agreement are considered the historical financial results of the Company.
The following discussion highlights the Company’s results of operations and the principal factors that have affected its consolidated financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the Company’s consolidated financial condition and results of operations presented herein. The following discussion and analysis are based on the Company’s unaudited financial statements contained in this Current Report, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.
OVERVIEW
TRICCAR Inc. (or “TRICCAR” or “the Company”) is a public Nevada C-corporation and vertically integrated biomedical research, development, and marketing firm that develops, acquires, and partners to bring bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the global market.
The Company is engaged in the development of bioceutical and pharmaceutical products designed to support the well-being of humans and animals that have ailments and diseases. The Company’s dual-approach to product development includes bioceuticals (e.g., bioceuticals and over-the-counter products), not requiring FDA approval, and thus being able to enter the market and generate revenues; along with pharmaceuticals which require FDA approval. It is Management’s intent to pursue strategic partnerships with larger pharmaceutical companies to underwrite the costs of FDA approval as needed. This approach minimizes risks for the Company by providing revenue streams from our first eighteen (18) nutraceutical products planned for introduction between September 2020 and August 2022, and thus, generate revenue while we concurrently pursue our partnership approach to FDA approval of our pharmaceuticals, which Management intends to do beginning with a possible cure for ALS (Lou Gehrig’s disease).
The Company’s products includes bioceutical formulations designed to support 38 diseases and maladies, including four formulae centered around the most bioavailable calcium supplement available; a weight loss and obesity supplement that requires no dramatic change in diet or requirement of exercise; a formula that helps relieve the symptoms of menopause; a fast-acting blood performance product that separates white and red blood cells; a mental focus formula proven to increase attention and recall of information and beneficial to children diagnosed with Attention Deficit Disorder (“ADHD”); a mental acuity formula proven to increase memory recall and aid in the formation of new memories; and others.
SIGNIFICANT ACCOUNTING POLICIES
The preparation of financial statements in conformity with US Generally Accepted Accounting Principles 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. Actual results may differ from those estimates. The Company has adopted ASC 842 requiring the recoding of assets and liabilities related to leases on the balance sheet. The Company records rent on straight-line basis over the terms of the underlying leases.
10
RESULTS OF OPERATIONS
For the six months ended June 30, 2020, we reported a net loss of $36,666 as compared to a net loss of $43,011 for the six months ended June 30, 2019. The components of these results are explained below.
Revenue - No revenue was generated for the six months ended June 30, 2020.
Expenses - The components of our costs and expenses for the six months ended June 30, 2020 and 2019 are as follows:
| For the Six Months Ended | % | |||||||||||
| June 30, | June 30, | Increase | ||||||||||
| 2020 | 2019 | (Decrease) | ||||||||||
| Costs and expenses: | ||||||||||||
| General and administrative | 46,666 | 43,011 | 8 | % | ||||||||
| Total cost and expenses | $ | 46,666 | $ | 43,011 | 8 | % | ||||||
Operating results for the six months ended June 30, 2020 and 2019 reflect a net loss of $36,666 and a net loss of $43,011 respectively. We have not recorded any federal income taxes for the six months ended June 30, 2020 and 2019 because of our accumulated losses and our net operating loss carry forwards.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows and Liquidity
As of June 30, 2020, we had total current assets of $11,215. Our total current liabilities as of June 30, 2020 were approximately $217,241. We had a working capital deficit of approximately $206,026 as of June 30, 2020.
Management are seeking to raise up to $15,000,000 through PIPE financing, which we will use for operations and growth.
As of June 30, 2020, we had $11,215 in cash, a decrease of $18,252 from December 31, 2019 due to minimal general administrative expenses.
Capital Expenditures
The Company suspended capital expenditures during the six months ended June 30, 2020 due to low working capital available.
Outlook
Management are seeking to raise up to $15,000,000 through PIPE financing, which we will use for operations and growth. However, if in the future we do not turn profitable or generate cash from operations and additional capital is needed to support operations, economic and market conditions may make it difficult or impossible to raise additional funds through debt or equity financings. If funds are not sufficient to support operations, we may need to pursue a financing or reduce expenditures to meet our cash requirements. If we do obtain such financing, we cannot assure that the amount or the terms of such financing will be as attractive as we may desire, and your equity interest in the company may be diluted considerably. If we are unable to obtain such financing when needed, or if the amount of such financing is not sufficient, it may be necessary for us to take significant cost saving measures or generate funding in ways that may negatively affect our business in the future. To reduce expenses, we may be forced to make personnel reductions or curtail or discontinue development programs. To generate funds, it may be necessary to monetize future royalty streams, sell intellectual property, divest of technology platforms or liquidate assets. However, there is no assurance that, if required, we will be able to generate sufficient funds or reduce spending to provide the required liquidity. Long term capital requirements will depend on numerous factors, including, but not limited to, the status of collaborative arrangements, the progress of research and development programs and the receipt of revenues from sales of products.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), 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 Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the quarter covered by this quarterly report on Form 10-Q. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework .
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
The Company’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications related to the Company’s unique industry accounting and disclosure rules. Management has outsourced certain financial functions to mitigate the material weakness in internal control over financial reporting. The Company is reviewing its finance and accounting staffing requirements.
Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As a result, no corrective actions were required or undertaken.
Limitations on the Effectiveness of Controls
Our management, including the CEO, does not expect that its disclosure controls or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
None.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
12
None.
| (a) | EXHIBITS: |
| 31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 101 | 101.INS XBRL Instance Document | |
| 101.SCH XBRL Taxonomy Schema | ||
| 101.CAL XBRL Taxonomy Calculation Linkbase | ||
| 101.LAB XBRL Taxonomy Label Linkbase | ||
| 101.PRE XBRL Taxonomy Presentation Linkbase | ||
| 101.DEF XBRL Taxonomy Definition Linkbase |
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2020.
TRICCAR, INC.
| SIGNATURE: | /s/ William Townsend | |
William Townsend, Chief Executive Officer and Director |
13
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William Townsend, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TRICCAR, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls 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 us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(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;
(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; and
(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 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.
5. I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.
| Dated this August 14, 2020 | |
| /s/ William Townsend | |
| William Townsend, | |
| Chief Executive Officer and Director |
14
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Katrina Yao, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TRICCAR, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls 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 us by others within those entities, particularly during the period in which this quarterly report is being prepared;
(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;
(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; and
(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 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.
5. I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.
| Dated this August 14, 2020 | |
| /s/ Katrina Yao | |
| Katrina Yao, | |
| Chief Financial Officer |
15
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 Quarterly Report of TRICCAR, Inc. (the “ Company ”) on Form 10-Q for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “ Report ”), I, William Townsend, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
| Dated this August 14, 2020 | ||
| By: | /s/ William Townsend | |
| William Townsend, | ||
| Chief Executive Officer and Director | ||
16
Exhibit 32.2
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 Quarterly Report of TRICCAR, Inc. (the “ Company ”) on Form 10-Q for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “ Report ”), I, Katrina Yao, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
| Dated this August 14, 2020 | ||
| By: | /s/ Katrina Yao | |
| Katrina Yao, | ||
| Chief Financial Officer | ||
17
Cover - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Aug. 14, 2020 |
|
| Entity Registrant Name | FRONTIER OILFIELD SERVICES INC | |
| Entity Central Index Key | 0001108645 | |
| Document Type | 10-Q | |
| Document Period End Date | Jun. 30, 2020 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Entity File Number | 0-30746 | |
| Entity State Incorporation | NV | |
| Entity Reporting Status Current | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | false | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2020 | |
| Class A [Member] | ||
| Entity Common Stock, Shares Outstanding | 72,500,000 | |
| Class B [Member] | ||
| Entity Common Stock, Shares Outstanding | 27,500,000 |
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Current Assets: | ||
| Cash | $ 11,215 | $ 29,467 |
| Total current assets | 11,215 | 29,467 |
| Total Assets | 11,215 | 29,467 |
| Current Liabilities: | ||
| Accounts payable | 168,411 | |
| Accrued liabilities | 48,830 | 32,491 |
| Total current liabilities | 217,241 | 32,491 |
| Total Liabilities | 217,241 | 32,491 |
| Commitments and Contingencies (Note 5) | ||
| Stockholders' Equity (Deficit): | ||
| Preferred stock $.0001 par value; authorized 50,000,000 shares with no outstanding as June 30, 2020 and December 31, 2019 | ||
| Additional paid-in capital | 101,401 | |
| Accumulated deficit | (216,026) | (105,225) |
| Total stockholders' equity (deficit) | (206,026) | (3,024) |
| Total Liabilities and Stockholders' Equity (Deficit) | 11,215 | 29,467 |
| Class A [Member] | ||
| Stockholders' Equity (Deficit): | ||
| Common stock | 7,250 | 525 |
| Total stockholders' equity (deficit) | 7,250 | 525 |
| Class B [Member] | ||
| Stockholders' Equity (Deficit): | ||
| Common stock | 2,750 | 275 |
| Total stockholders' equity (deficit) | $ 2,750 | $ 275 |
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
| Preferred stock, shares outstanding | 0 | 0 |
| Class A [Member] | ||
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.00001 |
| Common stock, shares authorized | 372,500,000 | 100,000,000 |
| Common stock, shares issued | 72,500,000 | 52,500,000 |
| Common stock, shares outstanding | 72,500,000 | 52,500,000 |
| Class B [Member] | ||
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.00001 |
| Common stock, shares authorized | 27,500,000 | 30,000,000 |
| Common stock, shares issued | 27,500,000 | 27,500,000 |
| Common stock, shares outstanding | 27,500,000 | 27,500,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| Costs and expenses: | ||||
| General and administrative | $ 19,046 | $ 26,140 | $ 46,666 | $ 43,011 |
| Total costs and expenses | 19,046 | 26,140 | 46,666 | 43,011 |
| Operating loss | (19,046) | (26,140) | (46,666) | (43,011) |
| Other (income) expense: | ||||
| Other income (Note 6) | (10,000) | (10,000) | ||
| Loss before provision for income taxes | (9,046) | (26,140) | (36,666) | (43,011) |
| Provision for income taxes | ||||
| Net loss | $ (9,046) | $ (26,140) | $ (36,666) | $ (43,011) |
| Net loss per common share - basic (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
| Weighted Average Common Shares Outstanding: | ||||
| Basic (in shares) | 100,000,000 | 79,899,027 | 93,333,333 | 79,899,027 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| Cash Flows from Operating Activities: | ||
| Net loss | $ (36,666) | $ (43,011) |
| Increase (decrease) in operating liabilities: | ||
| Accrued liabilities | 16,339 | 17,137 |
| Net cash used in operating activities | (20,327) | (25,874) |
| Cash Flows from Financing Activities: | ||
| Proceed from equity investment | 2,075 | 30,500 |
| Net cash provided from financing activities: | 2,075 | 30,500 |
| Net decrease in cash | (18,252) | 4,626 |
| Cash at beginning of the period | 29,467 | 11,604 |
| Cash at end of the period | 11,215 | $ 16,230 |
| Supplemental Disclosure of Non-Cash Investing and Financing | ||
| Accounts payable acquired in reverse merger | $ 168,411 | |
BASIS OF PRESENTATION |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| BASIS OF PRESENTATION |
The consolidated financial statements included herein have been prepared by TRICCAR, Inc. (“the Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. |
BUSINESS ACTIVITIES |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| BUSINESS ACTIVITIES |
On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc., a Nevada Corporation (“TRICCAR Holdings”).
Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement.
TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. TRICCAR issued 80,000,000 shares of stock to acquire all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR shareholders retained 20,000,000 shares of stock. As a consequence, immediately subsequent to the acquisition TRICCAR will have approximately 100,000,000 shares of common stock outstanding. The issuance of the new shares has already been reflected on TRICCAR’s book and is pending the name and symbol change with transfer agent.
The accompanying consolidated financial statements include the accounts of the Company and its former entity Frontier Oilfield Services, Inc., and its subsidiary TRICCAR Holdings, Inc.
TRICCAR is a vertically integrated biomedical research, development, and marketing firm that plans to develop, acquire, and partner to bring life-changing bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the global market. The Company is engaged in the development of bioceutical and pharmaceutical products designed to support the well-being of humans and animals that have common diseases.
Development Stage Company – The Company is considered a development stage company and has had no commercial revenue to date. The Company has been focusing on the development of its products. |
GOING CONCERN |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Conversion price discount percentage | |||
| GOING CONCERN |
The Company’s financial statements are prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of the financial statements, the Company has generated losses from operations, has an accumulated deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
To continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, to increase its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop new and stable sources of revenue to meet its operating expenses.
The Company’s ability to continue as a going concern will be dependent upon management’s ability to successfully implement management’s plans to pursue additional business volumes from new and existing customers, reduce indebtedness through sales of non-performing assets and conversions of debt to equity, and rationalize the Company’s cost structure to achieve profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis. The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations and business plan will be available or, if available, such financing will be on satisfactory terms. |
SUMMARY OF SELECTED ACCOUNTING POLICIES |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Accounting Policies [Abstract] | |||
| SUMMARY OF SELECTED ACCOUNTING POLICIES |
Reverse Merger On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc., a Nevada Corporation (“TRICCAR Holdings”).
Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement.
TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. TRICCAR issued 80,000,000 shares of stock to acquire all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR shareholders retained 20,000,000 shares of stock. As a consequence, immediately subsequent to the acquisition TRICCAR will have approximately 100,000,000 shares of common stock outstanding. The issuance of the new shares has already been reflected on TRICCAR's book and is pending the name and symbol change with transfer agent.
As a result of the transaction, the former shareholders of TRICCAR Holdings became the controlling shareholders of the Company. At the closing, each TRICCAR Holdings shareholder received 1.00 shares (the “Exchange Ratio”) of TRICCAR Inc. common stock for each TRICCAR Holdings share exchanged. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein TRICCAR Holdings is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the exchange ratio established in the merger except otherwise noted.
TRICCAR Holdings, incorporated on August 22, 2017, is a vertically integrated biomedical research, development, and marketing firm that develops, acquires, and partners to bring life-changing bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the global market. The Company is engaged in the development of bioceutical and pharmaceutical products designed to support the well-being of humans and animals that have common diseases.
As a result of the Merger, TRICCAR Holdings stock owned by the Company has been cancelled and each share of TRICCAR Holdings not owned by the Company was exchanged for 1.00 share of Company’s common stock. A total of 80,000,000 shares of TRICCAR Holdings common stock was exchanged for 80,000,000 shares of Company common stock.
Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis. Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended June 30, 2020 and 2019, except as disclosed.
Earnings (Loss) Per Share (EPS) Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the period. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there are no common stock dilutive instruments in 2020 or 2019 which have been excluded from EPS that could potentially have a dilutive effect on EPS in the future.
Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the three months ended June 30, 2020 and 2019 include the allowance for doubtful accounts on accounts and other receivables, the useful life of property and equipment and intangible assets, and assumptions used in assessing impairment of long-term assets.
Revenue Recognition The Company recognizes revenues when services are rendered, products are delivered, and when payment is determinable and reasonably assured. The Company plans to extend short-term, unsecured credit to its distributors for amounts invoiced. |
COMMITMENTS AND CONTINGENCIES |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Commitments and Contingencies Disclosure [Abstract] | |||
| COMMITMENTS AND CONTINGENCIES |
The COVID-19 pandemic In December 2019, when the first indications of SARS-CoV-2 were being reported from Wuhan, China, Management began implementing plans to incorporate work-from-home initiatives, acquiring face masks and gloves for employees, and accumulating disinfectants such as alcohol and bleach. On January 27, 2020 the Company formally put in place work-from-home efforts. On March 12, 2020, Nevada Governor Steve Sisolak implemented state-at-home orders for businesses and employees which are still in effect. While our early identification of the risks of SARS-CoV-2 have protected our employees with zero cases of COVID-19 infection to date, the global pandemic has delayed the Company’s plans to bring 11 of our products to market due to supplier and transportation limitations. Given the continued challenges of the pandemic, Management is unable to provide a definitive date when our first bioceutical products will be made available for public purchase. The pandemic has resulted in record unemployment in the United States which impacts consumers’ financial ability to purchase bioceuticals and this retraction in employment and consumer confidence may have a negative short-term impact on the Company. |
OTHER INCOME |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Other Income and Expenses [Abstract] | |||
| OTHER INCOME |
The other income of $10,000 was EIDL advance provided by Small Business Administration which is designed to provide emergency economic relief to business that were impacted by COVID-10 pandemic. The advance will not have to be repaid. TRICCAR Holdings, Inc. received the advance but were not approved for a loan. |
EQUITY |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Equity [Abstract] | |||
| EQUITY |
The total number of common stock authorized that may be issued by the Company is four hundred million (400,000,000) shares of common stock with a par value of one hundredth of one cent ($0.0001) per share consisting of three hundred seventy-two million five hundred thousand (372,500,000) shares Class A shares with 1:1 voting rights and twenty-seven million five hundred thousand (27,500,000) Class B shares with 20:1 voting rights, and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the corporation.
There are currently 72,500,000 shares of Common stock- Class A and 27,500,000 shares of Common stock- Class B outstanding pending issuance with name and symbol change. The Class B common stock includes 20,000,000 shares held by William Townsend, Chief Executive Officer and Director and 7,500,000 shares held by Katrina Yao, Chief Financial Officer and director. |
RELATED PARTY TRANSACTIONS |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Related Party Transactions [Abstract] | |||
| RELATED PARTY TRANSACTIONS |
None |
SUBSEQUENT EVENTS |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2020 | |||
| Subsequent Events [Abstract] | |||
| SUBSEQUENT EVENTS |
The Company has completed an agreement for an investment of $18,594,692 via private placement in the public entity from Antonomastic Investment Holdings, Ltd., resulting in the sale of 11,621,683 shares of common stock at $1.60 per share. As part of the investment, Nairobi, Kenya based Antonomastic Investment Holdings, Ltd. will appoint a yet to be determined member to TRICCAR’s board of directors. As of the date of this report, no funds have been received by TRICCAR, Inc. The Company will provide Antonomastic Investment Holdings, Ltd. price protection of 90% of the value of $1.60 per share. Should the Company's publicly-traded average closing share price be below $1.44 (90% of $1.60) during the time period of March 8, 2021 through March 26, 2021, the Company will issue Antonomastic Investment Holdings, Ltd. additional shares when added to the 11,621,683 shares purchased at $1.60 and referenced herein, will equal $18,594,692. The price used for the price protection will be calculated as the average closing share price between March 8-March 26, 2021. |
SUMMARY OF SELECTED ACCOUNTING POLICIES (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2020 | |
| Accounting Policies [Abstract] | |
| Reverse Merger | Reverse Merger On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc., a Nevada Corporation (“TRICCAR Holdings”).
Pursuant to the Agreement, effective on February 28, 2020, the parties closed the Agreement.
TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. TRICCAR issued 80,000,000 shares of stock to acquire all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR shareholders retained 20,000,000 shares of stock. As a consequence, immediately subsequent to the acquisition TRICCAR will have approximately 100,000,000 shares of common stock outstanding. The issuance of the new shares has already been reflected on TRICCAR's book and is pending the name and symbol change with transfer agent.
As a result of the transaction, the former shareholders of TRICCAR Holdings became the controlling shareholders of the Company. At the closing, each TRICCAR Holdings shareholder received 1.00 shares (the “Exchange Ratio”) of TRICCAR Inc. common stock for each TRICCAR Holdings share exchanged. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein TRICCAR Holdings is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the exchange ratio established in the merger except otherwise noted.
TRICCAR Holdings, incorporated on August 22, 2017, is a vertically integrated biomedical research, development, and marketing firm that develops, acquires, and partners to bring life-changing bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the global market. The Company is engaged in the development of bioceutical and pharmaceutical products designed to support the well-being of humans and animals that have common diseases.
As a result of the Merger, TRICCAR Holdings stock owned by the Company has been cancelled and each share of TRICCAR Holdings not owned by the Company was exchanged for 1.00 share of Company’s common stock. A total of 80,000,000 shares of TRICCAR Holdings common stock was exchanged for 80,000,000 shares of Company common stock. |
| Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have assets or liabilities measured at fair value on a recurring basis. Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended June 30, 2020 and 2019, except as disclosed. |
| Earnings (Loss) Per Share (EPS) | Earnings (Loss) Per Share (EPS) Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the period. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there are no common stock dilutive instruments in 2020 or 2019 which have been excluded from EPS that could potentially have a dilutive effect on EPS in the future. |
| Use of Estimates | Use of Estimates The preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the three months ended June 30, 2020 and 2019 include the allowance for doubtful accounts on accounts and other receivables, the useful life of property and equipment and intangible assets, and assumptions used in assessing impairment of long-term assets. |
| Revenue Recognition | Revenue Recognition The Company recognizes revenues when services are rendered, products are delivered, and when payment is determinable and reasonably assured. The Company plans to extend short-term, unsecured credit to its distributors for amounts invoiced. |
BUSINESS ACTIVITIES (Details Narrative) - Reorganization and Stock Purchase Agreement [Member] - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Dec. 12, 2019 |
|
| Percentage of ownership acquired | 100.00% | |
| Number of shares issued for acquisition (in shares) | 80,000,000 | |
| Number of shares retained by acquiree shareholders (in shares) | 20,000,000 | |
| Common stock outstanding | 100,000,000 | |
| Effective transaction date | Feb. 28, 2020 |
SUMMARY OF SELECTED ACCOUNTING POLICIES (Details Narrative) |
6 Months Ended | |
|---|---|---|
|
Jun. 30, 2020
shares
|
Dec. 12, 2019 |
|
| Description of business acquisition | As a result of the Merger, TRICCAR Holdings stock owned by the Company has been cancelled and each share of TRICCAR Holdings not owned by the Company was exchanged for 1.00 share of Company’s common stock. A total of 80,000,000 shares of TRICCAR Holdings common stock was exchanged for 80,000,000 shares of Company common stock. | |
| Date of incorporation | Aug. 22, 2017 | |
| Reorganization and Stock Purchase Agreement [Member] | ||
| Percentage of ownership acquired | 100.00% | |
| Effective transaction date | Feb. 28, 2020 | |
| Number of shares issued for acquisition (in shares) | 80,000,000 | |
| Number of shares retained by acquiree shareholders (in shares) | 20,000,000 | |
| Common stock outstanding | 100,000,000 | |
| Share exchange ratio | 1.00 | |
| Number of converted shares (in shares) | 80,000,000 | |
| Number of shares issued on conversion (in shares) | 80,000,000 |
OTHER INCOME (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended |
|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2020 |
|
| Other Income and Expenses [Abstract] | ||
| Proceeds from advance EIDL | $ 10,000 | $ 10,000 |
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Private Placement [Member] |
1 Months Ended |
|---|---|
|
Aug. 14, 2020
USD ($)
$ / shares
shares
| |
| Investment from Private placement agreement | $ | $ 18,594,692 |
| Sale price per share | $ 1.60 |
| Number of shares sold (shares) | shares | 11,621,683 |
| Price proctection percent of share price | 90.00% |
| Below [Member] | |
| Publicly-traded share price | $ 1.44 |