UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended |
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or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from ___________ to ___________ |
(Commission File Number)
(Exact name of registrant as specified in it’s charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A |
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 ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). ☐ Yes ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” , “smaller reporting company”, or an “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
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| Emerging growth company |
If an Emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ☐ 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 February 3, 2023, there are
TABLE of CONTENTS
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Item 1. Financial Statements
OS SUPPORT, INC.
CONDENSED INTERIM FINANCIAL STATEMENTS
September 30, 2022
Unaudited
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OS SUPPORT, INC.
CONDENSED BALANCE SHEETS
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ASSETS |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
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Loan from related party |
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TOTAL CURRENT LIABILITIES |
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STOCKHOLDERS’ EQUITY (DEFICIT) |
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Common Stock |
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Authorized |
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Issued and outstanding |
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Additional Paid in Capital |
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Accumulated Deficit |
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TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) |
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The accompanying notes are an integral part of these financial statements
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OS SUPPORT, INC.
CONDENSED STATEMENT OF OPERATIONS
Unaudited
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REVENUE |
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EXPENSES |
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General and Administrative |
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Professional Fees |
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TOTAL OPERATING EXPENSES |
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OTHER INCOME (EXPENSES) |
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Exchange Gain (Loss) |
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NET LOSS |
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BASIC AND DILUTED LOSS PER COMMON SHARE |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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The accompanying notes are an integral part of these financial statements
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OS SUPPORT, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
September 30 2022 and 2021
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Balance June 30, 2021 |
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Net Loss |
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Balance September 30, 2021 |
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Balance June 30, 2022 |
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Net Loss |
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Balance September 30, 2022 |
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Table of Contents |
OS SUPPORT, INC.
CONDENSED STATEMENT OF CASH FLOWS
Unaudited
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OPERATING ACTIVITIES |
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Net loss |
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Adjustment to reconcile net loss to net cash used in operating activities: |
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Increase (decrease) in Accounts Payable and Accrued Liabilities |
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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FINANCING ACTIVITIES |
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NET CASH PROVIDED BY FINANCING ACTIVITIES |
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NET INCREASE (DECREASE) IN CASH |
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CASH, BEGINNING OF PERIOD |
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CASH, END OF PERIOD |
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Supplemental cash flow information and noncash financing activities: | ||||||||
Cash paid for: |
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Interest |
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Income taxes |
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The accompanying notes are an integral part of these financial statements
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Table of Contents |
OS SUPPORT, INC.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
September 30, 2022 |
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NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated in the State of Nevada as a for-profit Company on April 15, 2015 and established a fiscal year end of June 30. The Company is organized to initially provide a pay as you go support service for the top 10 free open sources software programs.
Going Concern
To date the Company has generated no revenues from its business operations and has incurred accumulated losses since inception of $
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America.
Reverse Stock Split
On October 29, 2020, the Company authorized a
Presentation of prior year
The reverse stock split resulted in a change in the number of shares in the Statement of Changes in Shareholder Equity presented as of June 30, 2021. The change had no effect on the reported results of operations, cash flows from operating activities, or presentation of Consolidated Statements of Cash Flows for fiscal years ended June 30, 2021, June 30, 2022 or the 3-months ended September 3, 2022; therefore, no adjustment has been made to the Consolidated Statements of Cash Flows for fiscal years ended June 30, 2021, June 30, 2022 or the 3-months ended September 3, 2022.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.
Foreign currency and Translation
The Company’s functional currency is the US Dollar. Revenues and expenses transacted in currencies other than the functional currency are translated at average rates in effect for the periods presented. Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short-term maturities.
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Loss per Common Share
The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of September 30, 2022, there were
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Stock-based Compensation
The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.
As of September 30, 2022, the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.
Reclassifications
Certain reclassifications have been made to the prior year financial statements to make them comparable to the current year presentation.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
NOTE 3 - COMMON STOCK
The Company has authorised
On July 4, 2015 the Company issued
In July and August 2017, the Company issued
.
As of September 30, 2022,
NOTE 4 - RELATED PARTY TRANSACTIONS
As of September 30, 2022, the balance of loan from Paramjit Mann, the Company’s Director is $
NOTE 5 – SUBSEQUENT EVENTS
The Company has evaluated other subsequent events to the date these financial statements were issued and has determined that there are no items to disclose
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Results of Operations
For the three-month period ended September 30, 2022 we had no revenue. Operating expenses for the three-month period ended September 30, 2022 totaled $8,500 resulting in a Net Loss of $8,242 compared to Operating expenses totaling $5,035 and a Net Loss of $5,123 for the three-month period ended September 30, 2021. The Net Loss for the three-month period ended September 30, 2022 is a result of General and Administrative expense of $750, Professional fees of $7,750, Exchange gain of $258. The Net Loss for the three-month period ended September 30, 2021 is a result of General and Administrative expense of $785, Professional fees of $4,250, Exchange gain of $88 and Interest Income of $NIL.
Capital Resources and Liquidity
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. With the exception of cash advances from our sole Officer and Director, our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.
As of September 30, 2022, we had $NIL in assets as compared to $NIL in assets at June 30, 2021. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of September 30, 2022, the Company’s sole officer and director, Mr. Mann has loaned the Company $64,375 and he has indicated that he may be willing to provide additional funds required maintain the reporting status, in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract or written agreement in place.
We do not anticipate researching and releasing any further features to our software nor do we foresee the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.
Off-balance sheet arrangements
Other than the situation described in the section titled Capital Recourses and Liquidity, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s principal executive officer and principal financial officer. Based upon that evaluation, our company’s principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of September 30, 2022, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not involved in any pending litigation or legal proceeding.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Unregistered Sales of Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information.
None
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Item 6. Exhibits.
Exhibit No. |
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[1] | Incorporated by reference from the Company’s S-1 filed with the Commission on December 21, 2016. |
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[2] | Incorporated by reference from the Company’s S-1 filed with the Commission on December 21, 2016. |
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* | Included in Exhibit 31.1 |
** | Included in Exhibit 32.1 |
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SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OS Support, Inc. | |||
| (Registrant) |
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Date: February 23, 2023 | By: | /s/ Paramjit Mann | |
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| Paramjit Mann | |
President and Director | |||
Principal and Executive Officer | |||
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| Principal Financial Officer |
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| Principal Accounting Officer |
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