UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Fiscal Year Ended
Or
For the transition period from to
Commission
file number
(Name of Registrant as Specified in Its Charter)
State or other jurisdiction of incorporation or organization
Lower
Kabete Road,
(Address of principal executive offices) (Zip Code)
(Issuer’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par value $0.001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate
by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Of the Act. ☐ Yes ☒
Indicate
by check mark whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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. ☒
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) ☒
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ☒ | |
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The
aggregate market value of voting and non-voting common equity held by non-affiliates as of January 31, 2022, the last business day of
the registrant’s most recently completed second fiscal quarter, was $
Number of common shares outstanding as of January 26, 2024 was .
Table of Contents
i
PART I
NOTE REGARDING FORWARD LOOKING STATEMENTS
CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Annual Report contains historical information as well as forward-looking statements. Statements looking forward in time are included in this Annual Report pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. We wish to caution readers that in addition to the important factors described elsewhere in this Form 10-K, the following forward-looking statements, among others, sometimes have affected, and in the future could affect, our actual results and could cause our actual results during 2022 and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.
Item 1. Business.
General Development of Business
We were incorporated on November 18, 2020 under the laws of the State of Wyoming.
The Company has completed the Beta Testing for the ride-hailing and food delivery computer and mobile device application known as “WarpSpeed Taxi”. The Company’s fiscal year-end is July 31.
The Company entered into an asset purchase agreement to acquire the WarpSpeed Taxi computer and mobile device application in its current state of development for cash payments totaling $50,000 plus the issuance of a promissory note for $250,000 that is payable on demand any time after December 31, 2023. The note bears simple interest at a rate of 5% per annum and is unsecured. The Company may pay this note early without penalty. The Company must pay the vendor an additional $40,000 upon the vendor’s delivery of a working prototype of the application.
On September 6, 2022, the Company entered into a settlement agreement with a private company that provided it with marketing, beta testing, cloning, and maintenance services in connection with the WarpSpeed Taxi computer application. Pursuant to the settlement agreement, the Company agreed to transfer out its interest in the WarpSpeed Taxi application to the private company in full and final satisfaction of the $135,431 owing to the private company. However, the Company will retain a license for the sole and exclusive use of the WarpSpeed Taxi application in the United States.
The ride-hailing and food delivery computer and mobile device application known as “WarpSpeedTaxi”. A ride-hailing service, also known as app-taxi, e-taxi, or a mobility service provider, is a service that, via websites and mobile apps, matches passengers with drivers of vehicles for hire that are not licensed taxi drivers. The computer application that we are developing is intended to provide travelers with convenient door-to-door transport that leverages smart mobility platforms to connect drivers with passengers and lets drivers use their personal vehicles. Ride-hailing, like a traditional taxi service, facilitates drivers providing rides to customers for a fee. However, ride-hailing offers additional capabilities, such as efficient pricing tools, matching platforms, rating systems, and food delivery.
We originally entered into an agreement dated December 20, 2020 to acquire the WarpSpeed Taxi application in its current phase of development from Limitless Projects Inc. (“Limitless”), a Wyoming corporation for total consideration of $300,000 payable in stages. However, on January 19, 2022, we entered into an agreement whereby we terminated our asset purchase and sale agreement given our inability to make a required payments pursuant to that agreement WarpSpeed Taxi has exclusive license for USA.
Pursuant to the terms of the termination agreement, Limitless reimbursed us the $10,000 cash payment that we made to Limitless upon the execution of the original agreement. Additionally, our directors at that time, who are also the directors of our parent company, Cyber Apps World, Inc. (“Cyber Apps”), resigned and appointed Daniel Okelo, the president of Limitless, in their place. Cyber Apps has also transferred the 115,000,000 shares of common stock in our capital that it owns to Limitless for consideration of $14,100. As a result of the termination agreement, we own the WarpSpeed Taxi application and Limitless is now our largest shareholder. We are currently in the beta testing phase of the WarpSpeed Taxi application.
1
We anticipate that our WarpSpeedTaxi application will allow customers to hire a standard and luxury motor vehicles via a smartphone or personal computer for both one-way and round-trips with the price based on the distance travelled and the current level of demand for vehicles. In addition to transporting passengers, the application may also be used for deliveries of goods from restaurants, grocery stores, and other businesses that typically utilize local vehicle courier services.
Customers will use the application to request a ride or the delivery of goods. Drivers that we recruit and approve, through confirmation of no criminal record, a clean driving history, and access to a suitable insured vehicle, will act as independent contractors and set their own work hours. They will connect with customers via our application, pick up customers or goods to be delivered in accordance with the customer’s request, and then drive the customers or goods to their destination. Customers will pay for the transportation through the application by way of credit card. Drivers will receive payments for each ride or delivery they complete via a weekly direct deposit to their bank accounts.
When a customer uses the WarpSpeedTaxi application for ride-hailing, we will charge the customer a flat fee of approximately $2.00 for each ride plus an amount for each mile that the customer travels. The amount for each mile will vary depending on the city in which the customer is located. It will be higher in more densely populated cities where traffic moves relatively slowly and lower in less densely population cities will less traffic congestion. Additionally, we will charge customers an additional premium during busy times when customer demand exceeds the number of available drivers. This increase in pricing is intended to incentivize drivers to work during peak demand times since they will receive greater compensation. In order to encourage drivers to work as independent contractors for us, we will initially retain 15% of all revenue that a customer pays for a ride with the remaining 85% compensating the driver for his or her time and vehicle expenses. Drivers will also retain 100% of all tips that customers provide them. Over time, when we have established a market for our services, we may adjust this percentage so that we retain a greater percentage of revenue.
When a restaurant uses the food delivery service feature of our WarpSpeedTaxi application, we will charge restaurants between 5% and 15% of their order revenue, subject to a set minimum amount, depending on the amount of business that we receive from delivery orders of their food through our application. From these proceeds, we will pay our drivers a base fee for deliveries that depend on the distance that they must travel to pick up the food and deliver it to the customer. In addition, the driver will retain any tips that the customer provides.
Market Opportunity
According to Statista (2020), the global ride hailing and taxi market is projected to reach almost $260 billion in 2021 with 1.47 billion registered users, with an expected annual growth of 18.8% from 2020 to 2025, resulting in a projected market value of about $386 billion by 2025. User penetration is 19.3% in 2020 and is expected to hit 20.8% by 2025.
A number of factors contribute to driving the growth of the ride-hailing market:
Increasing Smartphone and Internet Penetration: As ride sharing is an internet-enabled service, internet connectivity is the basic requirement for availing ride sharing services in any part of the world. The users are required to download an application on their smartphone and use data services to access the app and other navigation and information services related to it. Internet connectivity is also needed for navigation, telematics, and vehicle-to-vehicle communication. According to the International Telecommunication Union, approximately 81% of the population in developed countries uses the internet. On the other hand, 40% of individuals in developing countries have access to the internet through that rate is increasing rapidly.
On-demand transportation services: On-demand transportation services are characterized by flexible routing and ad-hoc scheduling of private vehicles offering personal transport experiences to the general public by picking up or dropping off passengers or goods at locations of the customer’s choice. On-demand ride-hailing services ensure that customers can accurately locate the vehicles, track their journey, and offer safety to the occupants. The proliferation of such services across countries is expected to significantly drive market growth.
2
Increase in Cost of Vehicle Ownership: The cost of owning a personal vehicle has increased with rising fuel prices over time and an increase in finance, insurance, and vehicle registration costs. Maintenance costs, which include the repair of parts and accessories and labor charges, have also increased and added to the overall cost of vehicle ownership. Also, with the introduction of strict emission norms, vehicles need better, advanced, and costly after treatment devices. These factors have increased the cost of vehicle ownership, which in turn has increased the popularity of ride sharing services.
Lower rate of car ownership among millennials: Due to vehicle ownership costs and personal preferences, the rate of vehicle ownership among millennials and subsequent generations reaching the legal driving age is low compared to older generations. The millennials are choosing practical, smartphone accessible transport options that are simple, flexible, and comparatively inexpensive. Thus, it is anticipated that successive generations that reach the legal driving age will opt for ride hailing options given their assessment of costs and their relative familiarity with using smartphone-based applications.
We plan to commence our ride-hailing operations in the United States. Due to a large number of market vendors based in the U.S., the country hosts most of the major innovators and investors in the sector. The United States is one of the early adopters of the business model, which provides consumer familiarity with the services we intend to offer. North America accounted for a global ride-hailing market share of more than 35% in terms of revenue in 2018. This is attributed to the fact that most ride-hailing companies operating in the industry were incorporated in U.S. High demand for public transportation in cities like New York, Chicago, San Francisco, and Seattle, is contributing to market growth.
The overall size of the ride hailing and ride sharing market in North America is growing with 36% of U.S. adults using the service in 2018 compared to 15% in 2015. According to Accenture, nearly two-thirds (63%) of the US car owners who use ride-hailing services say that they would consider giving up their vehicles over the next decade in favor of ride-hailing. Based on a survey of more than 1,000 US consumers, Accenture found that consumer satisfaction with ride-hailing companies is very high, at 92%, and that the vast majority (93%) of the respondents expect to maintain or increase their spending on ride-hailing services. Ride-hailing usage has increased across most demographic groups, but adoption figures continue to vary by age, educational attainment, and income level. For example, roughly half of Americans ages 18 to 29 (51%) say they have used a ride-hailing service, compared with 24% of those ages 50 and older. Those whose annual household income is $75,000 or more are roughly twice as likely as those earning less than $30,000 to have used these services. Subject to the successful launch of our WarpSpeedTaxi app in the United States, we intend to expand our operations to other markets, including Europe, Canada, and Australia.
Emerging Growth Company Status
Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.
We will lose our emerging growth company status on the earliest occurrence of any of the following events:
1. on the last day of any fiscal year in which we earn at least $1 billion in total annual gross revenues, which amount is adjusted for inflation every five years;
2. on the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;
3. on the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or
4. the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.
3
A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:
1. it has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer’s most recently completed second fiscal quarter;
2. It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and
3. It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.
As an emerging growth company, exemptions from the following provisions are available to us:
1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;
2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;
3. Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;
4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and
5. The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
Competition
There is intense competition between traditional taxi companies and ride-hailing services. Companies providing ride-hailing services are transitioning from providing traditional taxi services to additional services, such as ride sharing and food and consumer goods delivery, in order to expand the overall market for transportation services.
The ride-hailing market is quite fragmented as there is high competition in the market among major players. Since this market is expanding, new entrants are emerging as well. We will compete with other ride-hailing companies, including Uber, Lyft, Door Dash, and Grubhub that are well-established in North America. In other markets where we may wish to expand, there are also well-established regional companies, such as DiDi (China), Ola (India), Grab (southeast Asia), Bolt (Europe, Africa, and the Middle East), and Cabify (South America). These companies generally have greater financial and technical resources, industry expertise, and managerial capabilities than we do. Most of our competitors benefit from established brand awareness with current and prospective customers.
We believe that industry competition for customers is primarily based on brand recognition, marketing, price, and quality of service. We hope to be able to compete effectively based on these factors though we primarily hope to develop a niche market by providing lower commission charges to restaurants that agree to utilize our food delivery services and by developing underexplored markets, such as businesses that use local courier services for non-food deliveries and rely on traditional vehicle courier companies.
4
Compliance with Government Regulations
We will be subject to a wide variety of laws and regulations in the United States and other jurisdictions. These laws, regulations, and standards govern issues such as worker classification, labor and employment, anti-discrimination, payments, worker confidentiality obligations, product liability, environmental protection, personal injury, text messaging, subscription services, intellectual property, consumer protection and warnings, marketing, taxation, privacy, data security, competition, unionizing and collective action, arbitration agreements and class action waiver provisions, terms of service, mobile application and website accessibility, money transmittal, and background checks. The sale and delivery of goods through our platform is also subject to laws, regulations, and standards that govern food safety, alcohol, tobacco, pharmaceuticals and controlled substances, hazardous substances, and the interstate and intrastate transport of goods. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies.
Other proposed changes to laws and regulations related to our industry include a proposed rule under consideration by the New York State Liquor Authority that would limit fees that can be charged by food delivery facilitation services and proposed legislation in California and other states that would require third-party grocery services to maintain minimum liability insurance.
We will also be subject to general business regulations and laws as well as federal and state regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may cover taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the Internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations.
We anticipate that a significant amount of our operations will be conducted in India due to relative low labor costs. There are no governmental regulations specifically relating to services that we intend to provide within India. Foreign corporations, such as us, are authorized to conduct business in India; however, they are required to comply with domestic business laws and regulations, including those relating to occupational health and safety, and minimum wage requirements. We do not anticipate that these regulations will have a significant adverse impact on our operations or cause us to incur significant expenses related to compliance.
Employees
We have no employees as of the date of this prospectus. We have retained independent contractors to complete the development of our WarpSpeedTaxi application.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
5
Item 1A. Risk Factors.
Not applicable.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We do not own any interest in real property. Our mailing address is Shiriki House Office Community, 3rd Floor Westside Towers Lower Kabete Road, Westland’s Nairobi, Kenya.
Item 3. Legal Proceedings.
None.
Item 4. Mine Safety Disclosures.
None.
6
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our shares of common stock trade on the OTC Markets Pink Sheets under the symbol “WRPT”. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The market for our common stock maybe illiquid and investors may not be able to sell their shares.
As of September 12, 2022, there were approximately 57 registered owners of record of our common stock. During the fiscal quarters subsequent to the date that our common stock first traded through the OTC Markets Pink Sheets (i.e., January 12, 2022), the high and low trading prices as reported by Yahoo Finance were as follows:
| Period | High | Low | |||||
| January 12, 2022 to January 30, 2022 | $ | 1.38 | $ | 1.25 | |||
| February 1, 2022 to April 30, 2022 | $ | 1.84 | $ | 0.51 | |||
| May 1, 2022 to July 31, 2022 | $ | 0.61 | $ | 0.02 | |||
| August 1, 2022 to October 31, 2022 | $ | 0.03 | $ | 0.02 | |||
| November 1, 2022 to January 30, 2023 | $ | 0.29 | $ | 0.02 | |||
| February 1, 2023 to April 30, 2023 | $ | 0.30 | $ | 0.17 | |||
| May 1, 2023 to July 31, 2023 | $ | 0.17 | $ | 0.07 | |||
Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. We have not paid any dividends and we do not have any current plans to pay any dividends.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management’s Discussion and Analysis of our Financial Conditions and Results of Operations.
Introduction
We were incorporated on November 18, 2020 under the laws of the State of Wyoming.
Results of Operations for Fiscal 2023
From August 1, 2022 to our fiscal year end of July 31, 2023, we did not earn any revenue. During the fiscal Year Ended July 31, 2023, we incurred net loss of $84,412 consisting entirely of general and administrative fees.
We have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
7
Liquidity and Capital Resources
As of July 31, 2023, our current assets consisted of $16 in cash and $15,000 in prepayments and deposits and our total liabilities were $34,952. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal Year Ended July 31, 2023, net cash flow used in operating activities was $188,300 consisting of our net loss of $84,412 and accounts payable of $103,888.
Cash Flows from Investing Activities
For the fiscal Year Ended July 31, 2023, we used $118,223 in investment activities consisting of a software development costs relating to the WarpSpeed Taxi computer application.
Cash Flows from Financing Activities
We have financed our operations exclusively through the sale of our common stock. For the fiscal Year Ended July 31, 2023, cash provided from financing activities was $57,000.
We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern
Since our incorporation, we have financed our operations through proceeds from the sale of our common stock. We expect to finance operations through the sale of equity for the foreseeable future, as we do not receive significant revenue from our business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.
Our ability to raise additional capital is affected by trends and uncertainties beyond our control. We do not currently have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.
Critical Accounting Policies
Our discussion and analysis of its financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
Off-Balance Sheet Arrangements
As of the date of this annual report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
8
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. We base its estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of our financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.
Property and Equipment
Property and equipment are recorded at cost. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:
Evaluation of Long-Lived Assets
We review property and equipment for potential impairment whenever significant events or changes in circumstances indicate the carrying value may not be recoverable in accordance with the guidance in ASC 360-15-35 “Impairment or Disposal of Long-Lived Assets”. An impairment exists when the carrying amount of the long-lived assets is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between the fair market value of the long-lived asset and the related net book value.
Income Taxes
Deferred income tax assets or liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
9
Item
8. Financial Statements and Supplementary Data (PCAOB
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
WARPSPEED TAXI, INC.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Warpspeed Taxi, Inc (the ‘Company’) as of July 31, 2023, and the related statements of comprehensive loss, changes in stockholders’ deficit and cash flows for the year ended July 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2023, and the results of its operations and its cash flows for the year ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $486,880 and net loss of $84,412. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or are required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statement and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
F-1
Debt Settlement Agreement
During the year 2022 WarpSpeed Taxi Inc entered into an agreement with Global Corporate Structural Services Inc. for the development of a software Warpspeed Taxi Application and provision of marketing, beta testing, cloning, and maintenance services in connection with the WarpSpeed Taxi computer application (the “Application”)
On September 15, 2022, Warpspeed Taxi, Inc has a balance of $135,430.95 on the application. Furthermore, the company entered into a debt settlement agreement In full and final satisfaction of the Debt and any other claims that GCSS has against WarpSpeed, the parties hereby agree that WarpSpeed shall transfer its 100% interest in the Application to GCSS with the exception that WarpSpeed shall retain a license (the “License”) for the sole and exclusive use of the Application in the United States Due to the complexity of the transaction we determined to communicate it as a critical audit matter.
The primary procedures we performed include.
We reviewed and challenged the reasonableness of key management assumptions used for the estimate.
We reviewed the debt settlements agreement between Warpspeed and GCSS
We circularized the vendor GCSS to obtain confirmation of the account balances.
We performed data integrity check including accuracy of sample journal entries by checking them to approved supporting documents.
(Chartered Accountants)
We have served as the Company’s auditor since 2023.
January 26, 2024
F-2
WARPSPEED TAXI INC.
UNAUDITED BALANCE SHEET
As of July 31, 2023 and July 31, 2022
| July 31, | July 31, | |||||
| 2023 | 2022 | |||||
| $ | $ | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash | ||||||
| Prepayment & deposits | ||||||
| Total current assets: | ||||||
| Fixed assets: | ||||||
| Software | ||||||
| Total Fixed assets: | ||||||
| Total Assets: | ||||||
| LIABILITIES & STOCKHOLDER’S EQUITY | ||||||
| LIABILITIES | ||||||
| Current liabilities: | ||||||
| Accounts payable and accrued liabilities | ||||||
| Total current liabilities: | ||||||
| Total Liabilities: | ||||||
| Common stock: $ par value, authorized, issued and outstanding as of July 31, 2023, and as of July 31, 2022, respectively. | ||||||
| Additional paid in capital | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||
| Total Stockholder’s Equity: | ||||||
| Total Liabilities and Stockholder’s Equity: | ||||||
(The accompanying notes are an integral part of these audited financial statements)
F-3
WARPSPEED TAXI INC.
UNAUDITED STATEMENT OF COMPREHENSIVE LOSS
| For the year ended | ||||||||
| July 31, | ||||||||
| 2022 | 2023 | |||||||
| $ | $ | |||||||
| Expenses: | ||||||||
| General and administrative | ||||||||
| Net Loss: | ( | ) | ( | ) | ||||
| Net loss per share – basic and diluted | ||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||
(The accompanying notes are an integral part of these audited financial statements)
F-4
WARPSPEED TAXI INC.
UNAUDITED STATEMENT OF STOCKHOLDER’S EQUITY
For the year ended July 31, 2023, and 2022
| Common Stock | Paid in | Accumulated | ||||||||||||||||||
| Number | Par Value | Capital | Deficit | Total | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| Opening Balance, July 31, 2021 | ( | ) | ||||||||||||||||||
| Common Stock issued for Cash | ||||||||||||||||||||
| Cancellation of Shares | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net Loss | - | ( | ||||||||||||||||||
| Closing Balance, July 31, 2022 | ( | ) | ||||||||||||||||||
| Opening Balance, July 31, 2022 | ( | ) | ||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Closing Balance, July 31, 2023 | ( | ) | ||||||||||||||||||
(The accompanying notes are an integral part of these audited financial statements)
F-5
WARPSPEED TAXI INC.
UNAUDITED STATEMENT OF CASH FLOWS
| For the year ended | ||||||||
| July 31, | ||||||||
| 2023 | 2022 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Change in operating assets and liabilities: | ||||||||
| Prepayment & deposits | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Notes payable | ( | ) | ||||||
| Net cash used in operating activities: | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Software development | ( | ) | ||||||
| Net cash used in investing activities: | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ( | ) | ||||||
| Additional paid in capital | ||||||||
| Net cash used in financing activities: | ||||||||
| Change in cash | ( | ) | ( | ) | ||||
| Cash – beginning of period | ||||||||
| Cash – end of period | ||||||||
| Supplemental cash flow disclosures | - | - | ||||||
| Cash paid For: | ||||||||
| Interest | ||||||||
| Income tax | ||||||||
(The accompanying notes are an integral part of these audited financial statements)
F-6
WARPSPEED TAX INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
For the years ending on July 31, 2023, and 2021
1. NATURE AND CONTINUANCE OF OPERATIONS
WarpSpeed Taxi Inc. (the “Company”) was incorporated in the state of Wyoming on November 18, 2020 (“Inception”). The Company is a development stage company that is currently developing a ride-hailing and food delivery computer and mobile device application known as “WarpSpeed Taxi”. The Company’s fiscal year-end is July 31.
2. GOING CONCERN
These financial
statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in
a net loss for the year-ended July 31, 2023, of $
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has selected July 31 as its year-end. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of its financial position and the results of operations for the period presented have been reflected herein.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company maintains cash and cash equivalent balances at one financial institution that is insured by the FDIC. As of July 31, 2023, the
Company had $
Fair Value of Financial Instruments
The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
F-7
ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: Defined as observable inputs such as quoted prices in active markets;
Level 2: Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;
Level 3: Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.
Comprehensive Loss
The Company adopted FASB ASC 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company’s other comprehensive income represents foreign currency translation adjustments.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-605”), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Since August 1, 2022, to July 31, 2023, the Company has generated no revenue.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Because the Company assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset. The Company must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance.
The Company has adopted FASB guidance on accounting for uncertainty in income taxes which provides a consolidated financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance also extends to de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.
F-8
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period from August 1, 2021 through July 31, 2023 there were no potentially dilutive debt or equity instruments issued or outstanding.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with 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 period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Recently Adopted and Recently Enacted Accounting Pronouncements
The Company adopts new pronouncements relating to accounting principles generally accepted in the United States of America applicable to the Company as they are issued, which may be in advance of their effective date.
Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital (“APIC”) but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. The amendment is effective for public entities for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the public entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.
In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.
F-9
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. The amendment is effective for public entities for fiscal years beginning after December 15, 2016. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures.
4. INTANGIBLE ASSETS
Intangible assets with a finite life are recorded at cost and are amortized on a straight-line basis over estimated useful lives. Intangible assets with an indefinite life are not amortized and are assessed annually for impairment, or more frequently if indicators of impairment arise. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
The Company capitalizes certain internal-use software development costs, consisting primarily of contractor costs and employee salaries and benefits allocated to the software. Capitalization of costs incurred in connection with internally developed software commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalization of costs ceases no later than the point at which the project is substantially complete and ready for its intended use. All other costs are expensed as incurred. Amortization is calculated on a straight-line basis over five years. Costs incurred for enhancements that are expected to result in additional functionalities are capitalized.
As
of July 31, 2023, the Company has recorded intangible assets related to software of $
5. CAPITAL STOCK
The total number of common shares authorized that may be issued by the Company is shares with a par value of $ per share.
During
the Year Ended July 31, 2023, the Company issued shares of common stock to six shareholders for total cash proceeds
of $
During
the Year Ended July 31, 2023, the Company issued shares of common stock for total cash proceeds of $
On July 31, 2023, there were no issued and outstanding stock options or warrants.
6. RELATED PARTY TRANSACTIONS
During
the year-ended July 31, 2022, the Company received $
During the year-ended July 31, 2023, the Company did not have any new related party transactions.
F-10
7. INCOME TAXES
The
Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1,
the Company recognized no increase in the liability for unrecognized tax benefits. As of July 31, 2023, the Company had net operating
loss carry forwards of approximately $
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of July 31, 2023. All tax years since inception remains open for examination by taxing authorities.
8. SUBSEQUENT EVENTS
There are no subsequent events.
F-11
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of July 31, 2023, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of July 31, 2023. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —Integrated Framework.
B. Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
10
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were not effective as of July 31, 2023 and were subject to material weaknesses.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses in our internal control over financial reporting using the criteria established in the COSO:
| 1 | Failing to have an audit committee or other independent committee that is independent of management to assess internal control over financial reporting; and |
| 2 | Failing to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of July 31, 2023, our internal control over financial reporting is not effective.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d15(f) under the Exchange Act) during the fourth quarter of our 2023 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Our executive officers and directors and their respective ages are as follows:
| Name of Executive Officer and/or Director | Age | Position | ||
| Daniel Okelo | 38 | President, C.E.O., C.F.O., Secretary and director |
The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:
Daniel Okelo acts as our President, C.E.O., C.F.O., and a director, and also holds those positions with our parent company, Limitless Projects Inc. Since April 2019, he has also acted as relief manager for Ashnil Lodges and Camps. From September 2018 to April 2019, Mr. Okelo acted as a manager for the Crown Plaza Hotel and, from December 2015 to September 2018, he acted as the rooms division manager for the Nairobi Safari Club. All of these companies are located in Nairobi, Kenya. Mr. Okelo is in the course of completing his Master of Science degree in Hospitality and Tourism Management from Kenyatta University in Nairobi. He earned his Bachelor of Science degree in Hospitality and Tourism Management from the same institution in 2014. Mr. Okelo also holds a diploma in hotel management from Kenya Utalii College in Nairobi.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than five percent (5%) of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on its review of the copies of such forms received by it, the Company believes that during the fiscal Year Ended July 31, 2023, all such filing requirements applicable to its officers and directors were complied with.
Code of Ethics
We have not adopted a Code of Ethics that governs the conduct of our officer.
Audit Committee
We do not have a formal audit committee or an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.
Item 11. Executive Compensation.
The following table sets forth the compensation paid by us since our incorporation to our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.
12
EXECUTIVE OFFICER COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in pension value and nonqualified deferred compensation earnings | All Other Compensation | Total | ||||||||||
| ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||
| Daniel Okelo | | ||||||||||||||||||
| President, Chief Executive Officer, Chief Financial | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Officer, principal accounting officer and director | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Mohammed Irfan Rafimiya Kazi | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Former President, CEO, and director | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Kateryna Malenko | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| Former CFO and Secretary | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
There are no stock option plans, retirement, pension, or profit-sharing plans for the benefit of our officers and directors.
Compensation of Directors
Our directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director service contracts.
Change of Control
We do not have any pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of July 31, 2023, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
13
| Amount of | ||||||||||
| Title of | Name and address | beneficial | Percent | |||||||
| Class | of beneficial owner | ownership | Of Class | |||||||
| Common Stock | Daniel Okelo | Nil | 0.00% | |||||||
| President, C.E.O., C.F.O. and director | ||||||||||
| 2261 Rosanna Drive | ||||||||||
| Las Vegas, NV 89117 | ||||||||||
| Common Stock | Kateryna Malenko | 100,000,000 | 41.32% | |||||||
| 9436 W. Lake Mead Blvd., Ste. 5-53 | ||||||||||
| Las Vegas, NV 89134-8340 | ||||||||||
| Common Stock | Limitless Projects Inc.1 | 115,000,000 | 48.04% | |||||||
| 9436 W. Lake Mead Blvd., Ste. 5-53 | shares | |||||||||
| Las Vegas, NV 89134-8340 | ||||||||||
| Common Stock | All Officers and Directors | 115,000,000 | 48.04% | |||||||
| as a group that consists of one person1 | shares | |||||||||
1 Mr. Daniel Okelo is the sole director and officer of Limitless Projects Inc. and has authority to vote our shares that Limitless Projects Inc. owns. Accordingly, we have included the shares that Limitless Projects Inc. owns in the calculation of the number of shares that the officers and directors collectively own.
The percent of class is based on 239,570,000 shares of common stock that is currently issued and outstanding as of the date of this annual report.
None of the above shareholders have any right to acquire additional shares of common stock in the capital of the Company. There are no arrangements that may result in our change in control of the Company.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On January 27, 2021, we offered and sold 100,000,000 shares of common stock to Kateryna Malenko who acted as one of our directors and officers at the time. We sold these shares to Ms. Malenko at a price of $0.0001 per share for aggregate proceeds of $10,000.
Otherwise, during the period from August 1, 2021 to July 31, 2023, and the period since our more recently completed fiscal year, we have not entered into any transactions with directors, executive officers, nominees for election as a director, any 10% shareholders of our common stock, or any immediate family members of the such persons in which they had a direct or indirect material interest in the transaction.
Item 14. Principal Accountant Fees and Services.
Audit Fees.
The aggregate fees billed by for professional services rendered for the accounting and audit of our financial statement for the fiscal Year Ended July 31, 2023 and 2022 was $2,000.
14
Audit-Related Fees.
There have been no audit-related fees billed by our accountants in the last fiscal year of our Company.
Tax Fees.
There have been no tax fees billed by our accountants in the last fiscal year of our Company.
All Other Fees.
Our principal accountant has billed us $1,750 for the review of our quarterly report filings on Form 10-Q for the last fiscal year of our Company.
It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by the Board of Directors that is at present acting as the Audit Committee.
Item 15. Exhibits and Financial Statement Schedules.
Exhibits
* filed as an exhibit to our registration statement on Form S-1 dated January 28, 2021.
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
| SEC Ref. No. | Title of Document | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document |
The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.
15
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WARPSPEED TAXI INC.
By: /s/ Daniel Okelo
President, Chief Executive Officer, Chief Financial Officer, principal accounting officer and director
Date: January 26, 2024
In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Daniel Okelo
President, Chief Executive Officer, Chief Financial Officer, principal accounting officer and director
Date: January 26, 2024
16