UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1/A

Amendment #4

SEC File Number: 333-252795

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

LIMITLESS PROJECTS INC.

(Exact name of registrant as specified in its charter)

 

Wyoming		7371		85-3964614
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

LIMITLESS PROJECTS INC.

2261 Rosanna Street

Las Vegas, Nevada 89117

Telephone: 269-692-9418

Email: info@limitlessprojectsinc.com

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Registered Agents Inc.

30 North Gould Street, Suite R

Sheridan, Wyoming 82801

Telephone: 307-200-2803

Email address: reports@registeredagentsinc.com

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Approximate date of proposed sale to the public:

as soon as practicable after the effective date of this Registration Statement

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer	☐	Accelerated filer	☐
Non-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 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED		AMOUNT TO BE REGISTERED		PROPOSED MAXIMUM OFFERING PRICE PERUNIT (1)		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE		AMOUNT OF REGISTRATION FEE
Common Stock		8,000,000		$0.05 per share		$400,000		$43.64

 

(1)

There is no current market for the securities and the price at which the shares are being offered has been arbitrarily determined by us and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

SUBJECT TO COMPLETION, Dated May 20, 2021

 

 

 

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement of which this prospectus forms a part is declared effective by the SEC. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, dated May 20, 2021

 

PRELIMINARY PROSPECTUS

 

LIMITLESS PROJECTS INC.

 

UP TO 8,000,000 SHARES OF COMMON STOCK AT $0.05 PER SHARE

 

This is the initial offering of common stock of Limitless Projects Inc., a Wyoming corporation, and no public market currently exists for the securities being offered. We are offering for sale a total of up to 8,000,000 shares of common stock at a fixed price of $0.05 per share for aggregate net proceeds of up to $400,000 assuming that the entire offering is completed. There is no minimum number of shares that we must sell for the offering to proceed and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our director, Daniel Okelo, will attempt to sell the shares without the participation of an underwriter. This prospectus will permit our director to sell the shares directly to the public with no commission or other remuneration payable to them for any shares they may sell. We will pay all expenses incurred in this offering. In offering the securities on our behalf, Mr. Okelo will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.05 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus.

 

The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to us to be used to fund our business development. Any funds raised from the offering will be immediately available to us for our immediate use.

 

We are considered an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.

 

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on any over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the OTC Markets. We do not have a market maker who has agreed to file such an application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

 

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” BEFORE BUYING ANY SHARES OF OUR COMMON STOCK.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.

 

DEALER PROSPECTUS DELIVERY OBLIGATION

 

Until ___________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 

 

 

TABLE OF CONTENTS

 

	Page No.
Prospectus Summary	1
Risk Factors	4
Because we have not yet commenced business operations, we face a high risk of business failure.	4
Without the funding from this offering, we will be unable to commence and implement our business plan.	4
We may not be able to compete effectively against our competitors.	4
Because we have not protected the intellectual property contained in our products or conducted searches to ensure we are not violating third-party intellectual property rights, we are exposed to the risks that a competitor could copy our software or that we could be liable for copyright or patent infringement, which could cause our business to fail.	5
Because we rely on our sole officer and director to conduct our operations, our business will likely fail if we lose his services.	5
Because management has no experience in software development, our business has a higher risk of failure.	5
If our business plan fails, we will dissolve and investors may not receive any portion of their investment back.	5
Because our continuation as a going concern is in doubt, we will be forced to cease business operations unless we can generate profitable operations in the future.	5
Because our sole officer and director owns all of our outstanding common stock, he could make and control corporate decisions that may be disadvantageous to minority shareholders.	6
Because our assets and our sole officer and director are located in foreign countries, U.S. residents’ enforcement of legal process may be difficult.	6
Because we are using low-cost developers in India to complete our current software development and prototype testing that are not subject to direct oversight in India, we face a risk that our products will not be designed to our exact specifications.	6
Computer applications and software that we have developed, and may develop in the future, are subject to privacy and data security laws in multiple jurisdictions. Compliance with these laws will make our product designs more costly and we may subject us to liability if we fail to ensure our products comply.	6
We are an “emerging growth company” and we intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being less attractive to investors.	6
Because our sole officer and director has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations in the future, causing our business to fail.	7
The trading in our shares will be regulated by the Securities and Exchange Commission Rule 15g-9, which established the definition of “penny stock”.	7
We are selling this offering without an underwriter and may be unable to sell any shares.	7
If a market for our common stock does not develop, shareholders may be unable to sell their shares.	7
If we become a reporting issuer under the Securities Act of 1934, we will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue, we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.	7
There is no minimum number of shares that must be sold in our offering and no assurance that the proceeds from the sale or shares will allow us to meet our goals.	8
We will likely issue additional shares of common stock that will result in dilution to existing shareholders and adversely impact the value of our shares.	8
Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.	8

 

 

Use of Proceeds	9
Determination of Offering Price	9
Dilution	10
Selling Shareholders	10
Plan of Distribution	11
Description of Securities to be Registered	13
Interests of Named Experts and Counsel	14
Information with Respect to the Registrant	14
Legal Proceedings	19
Market for Common Equity and Related Stockholder Matters	20
Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Directors, Executive Officers, Promoters and Control Persons	23
Executive Compensation	24
Security Ownership of Certain Beneficial Owners and Management	25
Certain Relationships and Related Transactions	25
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	26
Available Information	26
Financial Statements	F-1

 

 

 

 

 

 

 

 

RISK FACTORS

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 

BECAUSE WE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE

 

We have only recently commenced business operations by starting to develop the WarpSpeedTaxi ride-hailing and food delivery application and the Privacy and Value employee monitoring software. We have not yet brought either of our products to the prototype stage and there is no guarantee that we will be successful in doing so or that we will generate sufficient revenue from operations in order to create value for our shareholders. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on November 18, 2020 and to date have been involved primarily in organizational activities, as well as limited product development. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in the design, testing, and sale of software products and computer applications.

 

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and there is no guarantee that we will generate sufficient operating revenues to ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

 

WITHOUT THE FUNDING FROM THIS OFFERING, WE WILL BE UNABLE TO CONTINUE WITH THE IMPLEMENTATION OF OUR BUSINESS PLAN.

 

Our current operating funds are less than necessary to complete our intended operations. As of January 31, 2021, we had cash on hand of $19,650. We estimate that in order to complete the development of the WarpSpeedTaxi application and the Privacy and Value software, we will require $10,000 and $25,000 respectively. Accordingly, we will need the funds from this offering to complete the development of our products. We do expect to generate any further cash flow from operations until we continue to develop our products to the prototype stage. We need the proceeds from this offering to continue our operations as described in the “Plan of Operation” section of this prospectus.

 

We require minimum funding of approximately $96,044 to conduct our proposed operations for a period of one year, which will cover costs relating to the completion and testing of the WarpSpeedTaxi application and the Privacy and Value software, as well as anticipated administrative and regulatory expenses. After one year, we may need additional financing. If we do not generate sufficient revenue, we will need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing.

 

If we fail to raise at least $96,044 from the offering, we would be forced to scale back or abort completely our plan of operation. If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations.

 

WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST OUR COMPETITORS.

 

The software and computer application development business is extremely competitive. The sector includes large, established corporations that develop their products in-house and have the capability and financial resources necessary in order to launch and market their products, as well as smaller niche market participants that focus on a single or small number of products that are well-tailored to commercial or consumer demands. In contrast, rather than customers retaining us to develop software or applications according to their specifications, our business plan is to develop software and computer applications that we believe will have market appeal and then sell them to third-parties who will then be responsible for marketing and selling them.

 

 

Our competitors will have greater financial resources and may be able to develop software and computer application products that have better design qualities and features than the ones that we develop. We may be unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

 

BECAUSE WE HAVE NOT PROTECTED THE INTELLECTUAL PROPERTY CONTAINED IN OUR PRODUCTS OR CONDUCTED SEARCHES TO ENSURE WE ARE NOT VIOLATING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, WE ARE EXPOSED TO THE RISKS THAT A COMPETITOR COULD COPY OUR SOFTWARE OR THAT WE COULD BE LIABLE FOR COPYRIGHT OR PATENT INFRINGEMENT, WHICH COULD CAUSE OUR BUSINESS TO FAIL.

 

Our potential competitive advantage lies in the potential unique design of our software and computer application products. Because we do not yet have working prototypes of our products and need to raise funding to cover intellectual property filings, we have not applied for protection of the WarpSpeedTaxi application or the Privacy and Value software. Accordingly, our business is subject to the risk that competitors could either copy or reverse engineer our software and sell competing products with similar features. If this occurs, our ability to sell our products could be jeopardized, which could cause our business to fail.

 

In addition, we are exposed to the risk that our computer application and software may infringe upon the intellectual property that third parties already have obtained. If we are held to have infringed on another entity’s copyrighted work or patents, we would likely be forced to pay damages to the complainant equal to or greater than what we earn from our products. Additionally, the owner would likely be granted a permanent injunction that would prevent us from selling or licensing the infringing product. In such circumstances, we may have to abandon a business segment or discontinue operations entirely.

 

BECAUSE WE RELY ON OUR SOLE OFFICER AND DIRECTOR TO CONDUCT OUR OPERATIONS, OUR BUSINESS WILL LIKELY FAIL IF WE LOSE THEIR SERVICES.

 

We depend on the services of our sole officer and director, Daniel Okelo, to create new software and computer application concepts and to retain and oversee qualified independent computer developers to transform these concepts into working products. The loss of the services Mr. Okelo could result in the failure of our business. We do not have a management agreement or any other similar arrangement with him whereby he provides services. The loss of Mr. Okelo’s services could have an adverse effect on our business, financial condition, and results of operations.

 

BECAUSE MANAGEMENT HAS NO EXPERIENCE IN SOFTWARE DEVELOPMENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

 

Our sole officer and director, Daniel Okelo, has no professional training or technical credentials in the field of software development. Although he generates software and computer application concepts for development, he does not have the software development background necessary to transform his ideas into working products. He relies upon the expertise and experience of independent contractors to develop and test our products and is only able to assess their success by using the prototypes as any layperson could. As a result, Mr. Okelo may not be able to identify concerns with our products or be able to recognize and take advantage of potential opportunities in the sector that people with experience in software development could. His decisions and choices may not take into account standard managerial approaches that software development companies commonly use. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

 

IF OUR BUSINESS PLAN FAILS, WE WILL DISSOLVE AND INVESTORS MAY NOT RECEIVE ANY PORTION OF THEIR INVESTMENT BACK

 

If we are unable to realize profitable operations, our business will eventually fail. In such circumstances, it is likely that we will dissolve and, depending on our remaining assets at the time of dissolution, we may not be able to return any funds back to investors.

 

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE FUTURE

 

Although we have realized modest revenue and net profit since our inception, we expect that we may incur losses in the development of our business. As a result, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. We will require additional funds in order to develop our business. At this time, we cannot assure investors that we will be able to obtain financing.

 

Our independent registered public accountant has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result, we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in our shares is suitable.

 

 

BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS ALL OF OUR OUTSTANDING COMMON STOCK, HE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS

 

Our sole officer and director, Daniel Okelo, owns all of the outstanding shares of our common stock. Thus, he will have significant control over our corporate decisions. Even if we are able to complete our entire offering of 8,000,000 shares of common stock, Mr. Okelo will still own 92.6% of our issued stock at the completion of the offering. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. He will also have the power to prevent or cause a change in control. The interests of Mr. Okelo may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

 

BECAUSE OUR ASSETS AND OUR SOLE OFFICER AND DIRECTOR ARE LOCATED IN FOREIGN COUNTRIES, U.S. RESIDENTS’ ENFORCEMENT OF LEGAL PROCESS MAY BE DIFFICULT.

 

Our sole officer and director, Daniel Okelo, resides in Kenya. Additionally, we have retained independent contractors who develop our software and computer application products in India, the Ukraine, and Armenia where skilled labor for software development is relatively inexpensive. Accordingly, service of process upon us, or upon individuals related to our business, may be difficult or impossible to obtain within the United States. As well, any judgment obtained in the United States against us may not be collectible within the United States.

 

BECAUSE WE ARE USING LOW-COST DEVELOPERS IN INDIA TO COMPLETE OUR CURRENT SOFTWARE DEVELOPMENT AND PROTOTYPE TESTING THAT ARE NOT SUBJECT TO DIRECT OVERSIGHT WITHIN INDIA, WE FACE A RISK THAT OUR PRODUCTS WILL NOT BE DESIGNED TO OUR EXACT SPECIFICATIONS.

 

We are using lost-cost independent contractors in India to develop the WarpSpeedTaxi application and the Privacy and Value software, and to test the prototypes that result in order to ensure their functionality. Because our president and sole director resides in Kenya, he must assess our product development remotely rather than in-person. As a result, there is a risk that our products will not perform exactly as intended. We are attempting to mitigate this risk with the WarpSpeedTaxi application by having the president of the company that is purchasing the application, who is an experienced software developer and resident of India, oversee the prototype testing of that product. However, his involvement does not obviate us from our legal responsibility in providing the purchaser with a working prototype to its satisfaction. We are not currently able to mitigate this risk with respect to the Privacy and Value software since we do not have a purchaser who can be involved in the testing process. If our products contain significant design flaws due to our failure to property oversee development, our business will fail.

 

COMPUTER APPLICATIONS AND SOFTWARE THAT WE HAVE DEVELOPED, AND MAY DEVELOP IN THE FUTURE, ARE SUBJECT TO PRIVACY AND DATA SECURITY LAWS IN MULTIPLE JURISDICTIONS. COMPLIANCE WITH THESE LAWS WILL MAKE OUR PRODUCT DESIGNS MORE COSTLY AND WE MAY SUBJECT US TO LIABILITY IF WE FAIL TO ENSURE OUR PRODUCTS COMPLY.

 

Many countries, including the United States and individual states located in the jurisdiction, have adopted measures to ensure that software products improve data privacy and security. In order to comply with these laws, we must ensure that our software is designed to specifications that protect consumer privacy and also safeguard their personal information from hackers and data breaches. Such specifications will likely increase our cost to design our software products.

 

If we fail to properly incorporate privacy and security features into our software products, we may be liable to governmental authorities for violating cybersecurity and data laws and subject to substantial fines as a result. As well, the purchasers of our software and products may seek compensation from us for any damages that they suffer as a result of any security breaches that are caused by our design failures. Such occurrences will adversely impact our financial position and could threaten the continuation of our business operations.

 

WE ARE AN “EMERGING GROWTH COMPANY” AND WE INTEND TO TAKE ADVANTAGE OF REDUCED DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES, WHICH COULD RESULT IN OUR COMMON STOCK BEING LESS ATTRACTIVE TO INVESTORS.

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As well, our election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until they apply to private companies. Therefore, as a result of our election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which in certain circumstances could be for up to five years.

 

 

BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS IN THE FUTURE, CAUSING OUR BUSINESS TO FAIL

 

Our sole director and officer, Daniel Okelo, spends approximately 20% of his business time providing his services to us. While Mr. Okelo presently possesses adequate time to attend to our interests, it is possible that the time demands on him from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Okelo may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.

 

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9, WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”

 

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

 

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our directors, who will receive no commissions. Unless they are successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to operate our business.

 

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES

 

There is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to apply for listing of our common stock on the OTC Markets upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.

 

IF WE BECOME A REPORTING ISSUER UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE, WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

 

Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”). Section 15(d) of the Exchange Act requires us to file annual reports on Form 10-K that include audited financial statements; quarterly reports on Form 10-Q that include unaudited financial statements; and current reports on Form 8-K that provide details regarding certain material changes in our business affairs. In addition, we intend to file a Form 8-A in connection with this offering in order to register our common stock under the Exchange Act. By doing so, we will assume additional reporting obligations including filing proxy statements in connection with shareholder meetings and our directors, officers, and principal shareholders will have to beneficial ownership reports. In order to comply with all of these reporting requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Although we believe that the approximately $10,000 that we have estimated for reporting issuer costs and should be sufficient for the 12-month period following the completion of our offering, the costs charged by these professionals for such services may vary significantly. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative affect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

 

 

THERE IS NO MINIMUM NUMBER OF SHARES THAT MUST BE SOLD IN OUR OFFERING AND NO ASSURANCE THAT THE PROCEEDS FROM THE SALE OF SHARE WILL ALLOW US TO MEET OUR GOALS.

 

We are selling our shares on a “best efforts” basis, and there is no minimum number of shares that must be sold by us in this offering. Similarly, there are no minimum purchase requirements. We do not have an underwriter and no party has made a firm commitment to buy any or all of our securities. We intend to sell the shares through our director who will not be separately compensated for his efforts. Even if we only raise a nominal amount of money, we will not refund any funds collected from you. Any money we do receive will be immediately used by us for our business purposes. Upon completion of this offering, we intend to utilize the net proceeds to finance our business operations. While we believe that the net proceeds from the sale of all shares in this offering will enable us to meet our business plans and enable us to operate as other than a going concern, there can be no assurance that all these goals can be achieved. Moreover, if less than all of the shares are sold, management will be required to adjust its plans and allocate proceeds in a manner which it believes, in our sole discretion, will be in our best interests. It is highly likely that if not all of the shares are sold there will be a need for additional financing in the future, without which our ability to operate as other than a going concern may be jeopardized. No assurance whatsoever can be given or is made that such additional financing, if and when needed, will be available or that it can be obtained on terms favorable to us. Accordingly, you may be investing in a company that does not have adequate funds to conduct its operations. If that happens, you will suffer a loss of your investment. The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to us.

 

WE WILL LIKELY ISSUE ADDITIONAL SHARES OF COMMON STOCK THAT WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS AND ADVERSELY IMPACT THE VALUE OF OUR SHARES.

 

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. We are authorized to issue up to 500,000,000 shares of common stock, of which 100,000,000 shares of common stock are currently issued and outstanding, and an additional 8,000,000 shares are issuable if we complete our intended offering in its entirely. Our director has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences, and privileges of such shares without the required consent of any of our stockholders. We may issue shares in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing shareholders’ interests, which will negatively affect the value of their shares.

 

BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

 

 

USE OF PROCEEDS

 

Our public offering of 8,000,000 shares is being made on a self-underwritten basis. No minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.05. The following table sets forth the uses of proceeds assuming the sale of 25% (i.e., $100,000), 50% (i.e., $200,000), 75% (i.e., $300,000), and 100% (i.e., $400,000) of the securities we are offering for sale. There is no assurance that we will raise the full $400,000 as anticipated.

 

		25% of offering				50% of offering				75% of offering				Maximum Offering
Costs associated with this offering		$	28,544			$	28,544			$	28,544			$	28,544
Cost associated with being a reporting issuer		$	10,000			$	10,000			$	10,000			$	10,000
Transfer agent costs		$	2,500			$	2,500			$	2,500			$	2,500
WarpSpeed Taxi computer application completion		$	10,000			$	10,000			$	10,000			$	10,000
Privacy and Value software completion		$	25,000			$	25,000			$	25,000			$	25,000
Software and application testing		$	20,000			$	20,000			$	20,000			$	20,000
General working capital		$	3,956			$	103,956			$	203,956			$	303,956
TOTAL		$	100,000			$	200,000			$	300,000			$	400,000

 

The above use of proceeds relates to anticipated expenditures for the 12-month period following the completion of this offering. The expenditures are categorized by significant area of activity. The funds raised in this offering will not be placed into an escrow account or trust account and will be immediately accessible to us. Please see a detailed description of the use of proceeds in the “Plan of Operations” section of this prospectus.

 

DETERMINATION OF THE OFFERING PRICE

 

We arbitrarily determined the price of the 8,000,000 shares being offered pursuant to this prospectus. The price of $0.05 per share does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand, the amount of money we would need to implement our business plan, and our estimation of the price at which we would be able to sell our stock, which is not based on any criteria of value. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

 

 

DILUTION

 

The price of the current offering of 8,000,000 shares is fixed at $0.05 per share, which is the price purchasers of the shares must pay. This price is significantly different than the price paid by our director, Daniel Okelo, for his common stock. We issued 100,000,000 shares of common stock at a price per share of $0.0001 to Mr. Okelo. He paid $10,000 for his 100,000,000 shares.

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

 

As of January 31, 2021, the net tangible book value of our shares of common stock was $3,500 (consisting of our total assets of $322,650 less the $3,000 recorded value of our software and our liabilities of $316,150) or $0.000004 per share based upon 100,000,000 shares outstanding. The following table illustrates the dilution that purchasers of our common stock in the offering will face if all shares are sold: 

 

Dilution to Purchasers of Shares in this Offering if all Shares Sold

  

Average price per share for existing shareholders		$	0.0001
Offering price per share		$	0.05
Net tangible book value per share before the offering		$	0.000004
Net tangible book value per share after the offering1		$	0.0035
Net increase to original shareholder		$	0.0034
Decrease in investment to new shareholders		$	0.0465
Dilution to new shareholders			93	%

 

1

Our net tangible book value after the offering is $664,956 which consists of our current book value of $3,500, plus the net proceeds of the offering (i.e., $400,000 less estimated offering expenses of $28,544). If we complete our entire offering, we will have 108,000,000 shares of common stock issued and outstanding.

 

SELLING SHAREHOLDERS

 

None.

 

 

PLAN OF DISTRIBUTION

 

We have 100,000,000 common shares of common stock issued and outstanding as of the date of this prospectus. We are registering 8,000,000 shares of our common stock for sale at the price of $0.05 per share. In connection with our selling efforts in the offering, our director, Daniel Okelo, will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Okelo is not subject to any statutory disqualification as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Okelo will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Okelo is not, nor has been within the past 12 months, a broker or dealer, or an associated person of a broker or dealer. At the end of the offering, our director will continue to primarily perform substantial duties for us or on our behalf other than in connection with transactions in securities. Our director will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

We will receive all proceeds from the sale of the 8,000,000 shares being offered. The price per share is fixed at $0.05 for the duration of this offering. Although our common stock is not listed on a public exchange or quotation system, we intend to seek to have our shares of common stock quoted on the OTC Markets. In order for our shares to be quoted on the OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that an application for quotation will be approved.

 

Our shares may be sold to purchasers from time to time directly by and subject to our discretion. Further, we will not offer our shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions, or commissions from us and/or the purchasers of the shares for whom they may act as agents. The shares of our common stock that we sell may be occasionally sold in one or more transactions. All shares sold under this prospectus will be sold at a fixed price of $0.05 per share.

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale, an exemption from such registration, or if qualification requirement is available and with which we have complied. In addition, and without limiting the foregoing, we will be subject to applicable provisions, rules, and regulations under the Exchange Act with regard to security transactions during the period of time when this registration statement is effective. We will pay all expenses incidental to the registration of the shares including registration pursuant to the securities laws of certain states.

 

TERMS OF THE OFFERING

 

The shares will be sold at the fixed price of $0.05 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date that this prospectus is declared effective and continue for a period of 180 days.

 

 

PENNY STOCK RULES

 

The Securities & Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 other than securities registered on certain national securities exchanges or provided that current price and volume information with respect to transactions in such securities is provided by the exchange.

 

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

 

MARKET INFORMATION

 

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

 

 

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

GENERAL

 

There is no established public trading market for our common stock. Our authorized capital stock consists of 500,000,000 shares of common stock with $0.0001 par value per share. As of the date of this prospectus, there were 108,000,000 shares of our common stock issued and outstanding that are held by one stockholder.

  

COMMON STOCK

 

The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this registration statement.

 

The holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing at least two persons present and being, or representing by proxy, shareholders of the company are necessary to constitute a quorum at any meeting of our stockholders.

 

PREEMPTIVE RIGHTS

 

No holder of any of our shares has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

  

PREFERRED STOCK

 

We do not have an authorized class of preferred stock.

 

DIVIDEND POLICY

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

SHARE PURCHASE WARRANTS

 

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

 

STOCK OPTIONS GRANTS

 

We have not issued and do not have outstanding any options to purchase shares of our common stock.

 

CONVERTIBLE SECURITIES

 

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

  

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

Fuller Law Practice has provided an opinion on the validity of our common stock.

 

The financial statements included in this prospectus and the registration statement have been audited by Jack Shama, CPA, MA to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

INFORMATION WITH RESPECT TO THE REGISTRANT

 

BUSINESS OVERVIEW

 

We were incorporated on November 18, 2020 under the laws of the state of Wyoming. We are involved in the development of computer software systems and mobile device applications for commercial and consumer use. We retain independent computer software and application developers to develop our products to the specifications that we outline. Our president, Daniel Okelo, is responsible for developing the product concepts that the independent developers subsequently design.

 

We are currently developing a ride-hailing and food delivery computer and mobile device application known as “WarpSpeedTaxi” and employee monitoring software that balances employer concerns regarding employee efficiency and productivity with employee privacy known as “Privacy and Value”. Our intention is to sell these products to third parties who will sell the software to customers and launch the computer applications rather than become involved in the sales and marketing of these products ourselves.

  

WarpSpeedTaxi Application

 

We intend to complete the development of and operate a ride-hailing and food delivery computer and mobile device application known as “WarpSpeedTaxi”, which we have sold to a third-party purchaser for a total purchase price of $300,000. To date, the purchaser has paid us $10,000. An additional $40,000 is due to us when we deliver a working prototype of the application to the purchaser in a form acceptable to it. The purchaser has also issued to us a promissory note for the balance of the purchase price (i.e., $250,000). The note provides that the $250,000 is payable upon demand after December 31, 2023 and, until then, accrues simple interest at an annual rate of 5% per year. We anticipate that it will cost an additional $10,000 to complete the development of the WarpSpeedTaxi prototype.

 

Our president commenced the development of the WarpSpeedTaxi application in May 2020 and then transferred it to us by way of a Bill of Sale for nominal consideration after our incorporation. None of the freelance developers or other third parties involved in the creation of the WarpSpeedTaxi application retain any intellectual property rights in the application. Those rights transfer to the purchaser of the application.

 

The WarpSpeedTaxi application will be used to provide ride-hailing services, also known as an e-taxi or 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.

 

The WarpSpeedTaxi application will allow customers to hire 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 will connect with customers via the 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. Because we have agreed to sell the WarpSpeedTaxi application, we will not realize any revenue or incur any operation costs from its use since the purchaser will be providing ride-hailing and food delivery services. The consideration that we will receive from the application is limited to $300,000 that the purchaser is required to pay us.

 

 

Our agreement to sell the WarpSpeedTaxi application provides that the purchaser will own a 100% interest in in the domain name www.warpspeedtaxi.com and the WarpSpeed Taxi logo; the current website and application front-end and back-end content and software including all related intellectual property rights; and all incorporated technology. We and the purchaser will jointly own the operational data and databases, which consist of customer lists, customer contact information, and customer transaction data concerning the application.

 

The non-compete provision in Section 2.2 of the Asset Purchase Agreement dated December 1, 2020 between the purchaser and us stipulates (refer to Exhibit 10.1 to this registration statement) that we “shall not be entitled to use the data for any purpose that competes directly or indirectly with the Purchaser’s use and operation of the Application for ride-hailing and food delivery.” Because the non-compete provision prevents us from using the data and database information in a manner that competes with the purchaser, but does not extend to the other assets that we are selling to the purchaser pursuant to the agreement, we are able to develop similar technologies for new customers provided that they do not infringe on the property rights of the WarpSpeed Taxi application.

 

Privacy and Value Employee Monitoring Software

 

We also commenced developing employee monitoring software known as “Privacy and Value” in December 2020 shortly after our incorporation. Our goal is to develop a software product that balances employer concerns regarding employee efficiency and productivity with employee privacy. We will retain all interest in the intellectual property relating to the Privacy and Value software unless we subsequently sell those rights.

 

As companies are increasingly attempting to meet the demands of employees that want work environment flexibility and are forced to avoid employee congregation in response to the current global Covid-19 pandemic, they are retaining staff that either work from home or they rely on outsourcing to retain employees and independent contractors in other countries. One of the primary concerns with having staff work in a separate location that removes them from the daily, direct oversight of management is that employee productivity will suffer. One of the responses to this concern is for businesses to use some form of worker surveillance in order to ensure that employees are utilizing their work time efficiently. However, businesses may face pushback from their staff due to concerns that their personal privacy is compromised when they are subject to constant monitoring during work hours. They may resist practices such as webcam surveillance or persistent computer screen observation.

 

To address employer concerns regarding staff efficiency and employee concerns regarding privacy, we intend to develop the Privacy and Value software that has features to monitor worker computer productivity while providing employees with reasonable privacy during their work days. The intended features of the software are as follows:

  

●

the software will monitor the employees’ computer desktops while they are actually working on the system. Surveillance will commence when an employee logs on to his or her computer through our software and will continue until the employee logs out of the system. After an employee signs out of the software, recording and monitoring will cease and the employee can access his or her computer contents and the Internet for personal purposes;

 

●

when the employee is logged in, the software will allow management to maintain real-time access to employee activity and to view each employee’s desktop screen content and the keystrokes that the employee is typing. All of this information will also be recorded and stored for future management use with all information time stamped. The file name for each day’s recording will be the employee’s first name, last name, and the year, month, and day, which will allow a manager to identify the appropriate recording without difficulty; and

 

●

based on employee actions, the software will calculate the amount of time that the employee was logged into the system based on a searchable time period (e.g., a shift, a week, or a month). It will also indicate the length of various time periods during which the employee did not make any keystrokes on his or her computer and allow the manager to quickly access the recording of employee’s desktop at the times when keystrokes commenced and stopped. The software will also provide details of the length of each break that the employee takes during the work period analyzed. It will also have tools that the manager can use, in tabular and graphic form, to compare the efficiency of employees in terms of keystrokes and time logged in to their computer.

 

 

Our intention is to develop the Privacy and Value software to a stage where we can attract a purchaser that will launch, market, and sell the product. We have not entered into any agreement with respect to the sale of the Privacy and Value software and there is no guarantee that we will be successful in finding a purchaser on acceptable terms. We anticipate that it will cost an additional $25,000 to complete the development of the “Privacy and Value” software.

 

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.

 

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

 

The software and computer application development business is extremely fragmented and competitive. The sector includes large, established corporations that develop their products in-house and have the capability and financial resources necessary in order to launch and market their products, as well as large custom software development companies that design products according to client specifications, such as Praxent, Orases, 10Pearls, Fingent, Tack Mobile, and Mercury Development. Additionally, there are smaller niche market participants that focus on a single or small number of products that are well-tailored to specific commercial or consumer demands. Many of these competitors have international operations and are able to not only compete in terms of software quality, but also based on price given their access to software development talent in developing countries, such as India, where skilled labor is less expensive.

 

Our competitors will have greater financial resources and may be able to develop software and computer application products that have better design qualities and features than the ones that we develop. We may be unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

 

Our ability to compete with other companies in the sector will depend on our success in retaining skilled independent contractors to complete the development of our software and computer application projects. As well, our ability to generate sales will greatly depend on our president’s ability to identify software and application concepts that are attractive to potential purchasers and ultimately to the businesses and consumers that will use them.

 

PLAN OF OPERATIONS

 

Our plan of operations over the 12-month period following successful completion of our offering is to complete the development of our WarpSpeedTaxi application and the Privacy and Value computer software to the prototype stage.

  

We anticipate achieving the following specific business milestones in the 12 months following the completion of our offering:

 

1.

For a period of six months from the date of completion of the offering, our president, Daniel Okelo will oversee the completion of the WarpSpeedTaxi application to the prototype stage. He will retain independent software development contractors located in India to complete the working prototype. We anticipate that the cost of this development will be $10,000.

 

2.

Following the completion of a working prototype of the WarpSpeedTaxi application, our president and independent software development contractors located in India will test the application for commercial use. We expect that this testing will take approximately two months (i.e., eight months from the completion of this offering). The cost of testing the application is included in the $10,000 estimate of the costs involved in completing the application. The prototype testing process will involve the software development contractors simulating the roles of ride-hailing and delivery customers, drivers, and restaurants and business owners who would be providing the customers with goods. The person simulating each role will ensure the functionality of each feature of the application relevant to that role and make any recommendations for redesign, improvement, or bug fixing. While we will be using low-cost developers in India to oversee the prototype testing process, the low costs that we incur are a result of the economic realities in India rather than an indication that the quality of the services that these independent contractors provide. However, we do face risks that arise because our president and sole director resides in Kenya and must assess our product development remotely. To mitigate this risk, the president of the company that is purchasing the WarpSpeedTaxi application is an experienced software developer and also resides in India.

 

Our President, Daniel Okelo, first communicated with Mohammed Irfan Rafimiya Kazi, the President of WarpSpeed Taxi Inc., when Mr. Okelo was seeking software developers to develop his idea for the ride-hailing and delivery application through a website known as www.upwork.com. While Mr. Okelo selected other software developers to work on the project, Mr. Kazi expressed interest in potentially purchasing the application for commercial development. After showing Mr. Kazi the design features of the application that was in development, the two negotiated the terms of an asset purchase agreement and executed an agreement.

 

Rule 405 of the Securities Act states that “an affiliate of, or person affiliated with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.” Rule 405 also states that, “The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

 

The basis of the current relationship between our company and WarpSpeed Taxi Inc. is that while we have an obligation under our agreement to develop and deliver a prototype of the WarpSpeedTaxi application and have retained independent contractors to do so, Mr. Okelo controls the direction and management of our company as the sole director and officer and majority shareholder. WarpSpeed Taxi Inc. is controlled by its directors and officers (i.e., Mr. Kazi and Kateryna Malenko) and its majority shareholder, Ms. Malenko. Mr. Okelo is not involved in the management of WarpSpeed Taxi Inc. and neither Mr. Kazi nor Ms. Malenko is involved in our management. Accordingly, we and WarpSpeed Taxi Inc. are not affiliates.

 

 

WarpSpeed Taxi, and in particular, Mr. Kazi, wants to have a role in reviewing the independent contractor’s progress in order to ensure that the application works properly and meets WarpSpeed Taxi’s expectations. WarpSpeed Taxi Inc.’s review process does not constitute a partnership or joint venture relationship with us.

 

3.

Concurrently with the completion and testing of the WarpSpeedTaxi application, Daniel Okelo will retain additional independent software development contractors to complete a working prototype of the Privacy and Value employee monitoring software. We anticipate that the cost of developing the prototype will be approximately $25,000 and that the process will take approximately eight months from the completion of our offering.

 

4.

Following the development of a working prototype of the Privacy and Value software, our president and independent software development contractors located in India will test the software for commercial use. We expect that this testing will take approximately two months (i.e., ten months from the completion of this offering). The cost of testing the application is included in the $25,000 estimate of the costs involved in completing the software. We hope to complete the testing with a potential third-party purchaser of the software provided that we are able to identify such a purchaser and reach an agreement with it for the sale and further development of the software. The prototype testing process will involve the software development contractors simulating the roles of typical employers and employees who woud be using the Privacy and Value software. The person simulating each role will ensure the functionality of each feature of the software that an employer or employee would use and make any recommendations for redesign, improvement, or bug fixing. Unlike the WarpSpeedTaxi application, we do not have a purchaser representative that can help our management oversee the prototype testing process. As a result, we face the risk that we will not be able to properly monitor the success of the prototype testing process.

 

5.

Once we have completed either a working prototype of the WarpSpeedTaxi application or the Privacy and Value software and have successfully completed testing, we will seek to develop another computer application or software project that our president, Daniel Okelo, identifies. Mr. Okelo does not currently have a defined project in mind and, thus, we are unable to determine the approximate costs and steps involved in developing an additional project. Mr. Okelo will attempt to develop and outline the features of an additional project during the 12 months following the completion of our offering.

 

We intend to fund the above-noted expenses from the proceeds of our offering.

 

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 consumer protection and privacy, data usage, data integrity, cybersecurity, worker confidentiality, and intellectual property. 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.

 

Privacy, Data Storage, and Data Usage

 

In 2018, the European Union adopted measures to improve cybersecurity and data privacy practices by passing the General Data Protection Regulation to hold organizations liable for poor practices. The Regulation requires organizations to implement appropriate technical and organizational measures to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services. Any company that fails to comply with the Regulation may be subject to a regulatory enforcement actions, which can result in monetary penalties of up to 4% of worldwide revenue. Similar laws are now in effect in countries such as Australia, Japan, Brazil, and South Korea, among others. While the United States has not adopted federal data security laws, it is likely that it will in the future. Although it is the companies that purchase our software, and in some instances, their customers who will be responsible for compliance with these laws and regulations, such enactments will impact our software design since we will be expected to develop software that allows companies to meet regulatory requirements.

The purchaser of the WarpSpeedTaxi application and users of the Privacy and Value software can use our products to collect, use, and store personal or identifying information regarding their customers and employees. Federal, state and foreign government bodies and agencies have adopted, are considering adopting or may adopt laws and regulations regarding the collection, use, storage and disclosure of personal information obtained from individuals. While there is no comprehensive federal law that governs data privacy in the United States, the Federal Trade Commission (“FTC”) has jurisdiction over commercial entities to prevent deceptive trade practices. The FTC has the authority to take action against companies that fail to implement and maintain reasonable data security measures, fail to follow a privacy policy that they have adopted, or transfer or sell personal information. When the FTC has held that companies have failed to protect user privacy, they have often imposed substantial fines. For example, in 2019, the FTC fined Facebook $5 billion for deceiving website users about their ability to control the privacy of their personal information.

In June 2018, California passed the California Consumer Privacy Act (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for companies, which became effective in 2020. These duties include informing data subjects when and how data is collected and giving them the ability to access, correct, and delete such information. The CCPA creates a private right of action that could lead to consumer class actions and other litigation with statutory damages of up to $750 per violation. The California Attorney General will also maintain authority to enforce the CCPA and will be permitted to seek civil penalties for intentional violations of the CCPA of up to $7,500 per violation.

New York has adopted similar legislation, known as the SHIELD Act, which requires any person or business owning or licensing computerized data that includes the private information of a resident of New York to implement and maintain reasonable safeguards to protect the security, confidentiality and integrity of the private information. Violators may be liable for a civil penalty of up to $5,000 dollars per violation. 

 

Surveillance

Our Privacy and Value software will allow employers to monitor the work that employees conduct on their computers. The United States Electronic Communications Privacy Act of 1986 (“ECPA”) allows business owners to monitor all employee verbal and written communication as long as the company can present a legitimate business reason for doing so. This ability for companies to monitor their workers extends to employee use of company devices, such as a computer. However, it is unclear how these provisions may apply to situations in which an employee works from home or uses his or her own personal computer for a combination of work and non-work tasks. Customers that use our software must ensure that they comply the ECPA provisions and also be aware of specific state constitutional laws in California, Florida, Louisiana and South Carolina that guarantee resident rights to privacy and may require notice of monitoring to employees. While it would be our customers rather than us that must ensure compliance with surveillance laws, our business may be adversely impacted if potential customers are reluctant to purchase Privacy and Value software due to these legal concerns. Individuals who violate ECPA provisions face up to five years in prison and fines up to $250,000. Victims are also entitled to bring civil suits and recover actual damages, in addition to punitive damages and attorney's fees, for violations.

Intellectual Property Laws

While we have filed for trademark protection of the WarpSpeedTaxi and Privacy and Value names and logos, we have not filed for any other intellectual property protection of the WarpSpeedTaxi application or the Privacy and Value software. Without assessing whether we hold copyrights to the programming code that is included in the products we are developing or whether we may be violating intellectual property that others hold, we bear the risk that someone could either copy the software that we have developed or that we may be liable to a third-party for violating their intellectual property rights. While copyright protection of software is effective upon creation of the works, lack of copyright registration makes it more difficult for us to prove our ownership of the software we develop. If we are held to have infringed on the copyrighted work of others, we may have to pay damages to the copyright holder that may represent the gains that we realized from infringing the patent or possibly a much greater amount. The copyright holder is typically granted a permanent injunction that would prevent an infringing company from continuing to sell or license its software products. 

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 and our Privacy and Value software.

 

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. We have recently submitted trademark applications for the WarpSpeedTaxi name and logo and the Privacy and Value name and logo.

 

DESCRIPTION OF PROPERTY

 

We do not own any interest in real property.

 

Changes In And Disagreements With Accountants

 

We have had no changes in or disagreements with our accountants.

 

LEGAL PROCEEDINGS

 

We are currently not party to any legal proceedings. Our address for service of process in the United States is 30 North Gould Street, Suite R, Sheridan, Wyoming 82801.

 

 

MARKET OF COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

NO PUBLIC MARKET FOR COMMON STOCK

 

There is no public market for our common stock. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares. If in the future a market does exist for our securities, it is likely to be highly illiquid and sporadic.

 

We intend to apply to the OTC Markets to have our common stock quoted through a market maker that is a licensed broker dealer. There can be no guarantee that our common stock will be accepted for quotation on the OTC Markets.

 

STOCKHOLDERS OF OUR COMMON STOCK

 

As of the date of this registration statement, we have one registered shareholder.

 

FUTURE SALES BY EXISTING STOCKHOLDERS

 

RULE 144 SHARES

 

A total of 100,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

 

Our affiliate stockholder shall be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

 

1.

1% of the number of shares of our common stock then outstanding; or

 

2.

the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

 

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

 

PLAN OF OPERATIONS

 

Our plan of operations over the 12-month period following successful completion of our offering is to complete the development of our WarpSpeedTaxi application and the Privacy and Value computer software to the prototype stage.

 

We anticipate achieving the following specific business milestones in the 12 months following the completion of our offering:

 

1. For a period of six months from the date of completion of the offering, our president, Daniel Okelo will oversee the completion of the WarpSpeedTaxi application to the prototype stage. He will retain independent software development contractors located in India to complete the working prototype. We anticipate that the cost of this development will be $10,000.

 

2. Following the completion of a working prototype of the WarpSpeedTaxi application, our president and independent software development contractors located in India will test the application for commercial use. We expect that this testing will take approximately two months (i.e., eight months from the completion of this offering). The cost of testing the application is included in the $10,000 estimate of the costs involved in completing the application. The prototype testing process will involve the software development contractors simulating the roles of ride-hailing and delivery customers, drivers, and restaurants and business owners who would be providing the customers with goods. The person simulating each role will ensure the functionality of each feature of the application relevant to that role and make any recommendations for redesign, improvement, or bug fixing. While we will be using low-cost developers in India to oversee the prototype testing process, the low costs that we incur are a result of the economic realities in India rather than an indication that the quality of the services that these independent contractors provide. However, we do face risks that arise because our president and sole director resides in Kenya and must assess our product development remotely. To mitigate this risk, the president of the company that is purchasing the WarpSpeedTaxi application is an experienced software developer and also resides in India.

 

Our President, Daniel Okelo, first communicated with Mohammed Irfan Rafimiya Kazi, the President of WarpSpeed Taxi Inc., when Mr. Okelo was seeking software developers to develop his idea for the ride-hailing and delivery application through a website known as www.upwork.com. While Mr. Okelo selected other software developers to work on the project, Mr. Kazi expressed interest in potentially purchasing the application for commercial development. After showing Mr. Kazi the design features of the application that was in development, the two negotiated the terms of an asset purchase agreement and executed an agreement.

 

Rule 405 of the Securities Act states that “an affiliate of, or person affiliated with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.” Rule 405 also states that, “The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”

 

The basis of the current relationship between our company and WarpSpeed Taxi Inc. is that while we have an obligation under our agreement to develop and deliver a prototype of the WarpSpeedTaxi application and have retained independent contractors to do so,

Mr. Okelo controls the direction and management of our company as the sole director and officer and majority shareholder. WarpSpeed Taxi Inc. is controlled by its directors and officers (i.e., Mr. Kazi and Kateryna Malenko) and its majority shareholder, Ms. Malenko. Mr. Okelo is not involved in the management of WarpSpeed Taxi Inc. and neither Mr. Kazi nor Ms. Malenko is involved in our management. Accordingly, we and WarpSpeed Taxi Inc. are not affiliates.

 

WarpSpeed Taxi, and in particular, Mr. Kazi, wants to have a role in reviewing the independent contractor’s progress in order to ensure that the application works properly and meets WarpSpeed Taxi’s expectations. WarpSpeed Taxi Inc.’s review process does not constitute a partnership or joint venture relationship with us.

 

3. Concurrently with the completion and testing of the WarpSpeedTaxi application, Daniel Okelo will retain additional independent software development contractors to complete a working prototype of the Privacy and Value employee monitoring software. We anticipate that the cost of developing the prototype will be approximately $25,000 and that the process will take approximately eight months from the completion of our offering.

 

4. Following the development of a working prototype of the Privacy and Value software, our president and independent software development contractors located in India will test the software for commercial use. We expect that this testing will take approximately two months (i.e., ten months from the completion of this offering). The cost of testing the application is included in the $25,000 estimate of the costs involved in completing the software. We hope to complete the testing with a potential third-party purchaser of the software provided that we are able to identify such a purchaser and reach an agreement with it for the sale and further development of the software. The prototype testing process will involve the software development contractors simulating the roles of typical employers and employees who woud be using the Privacy and Value software. The person simulating each role will ensure the functionality of each feature of the software that an employer or employee would use and make any recommendations for redesign, improvement, or bug fixing. Unlike the WarpSpeedTaxi application, we do not have a purchaser representative that can help our management oversee the prototype testing process. As a result, we face the risk that we will not be able to properly monitor the success of the prototype testing process.

 

 

5. Once we have completed either a working prototype of the WarpSpeedTaxi application or the Privacy and Value software and have successfully completed testing, we will seek to develop another computer application or software project that our president, Daniel Okelo, identifies. Mr. Okelo does not currently have a defined project in mind and, thus, we are unable to determine the approximate costs and steps involved in developing an additional project. Mr. Okelo will attempt to develop and outline the features of an additional project during the 12 months following the completion of our offering.

 

We intend to fund the above-noted expenses from the proceeds of our offering.

 

RESULTS OF OPERATIONS FROM INCEPTION TO JANUARY 31, 2021

 

From our incorporation on November 18, 2020 to January 31, 2021, we earned revenue of $10,000 with cost of goods sold of $13,000 for a loss ($3,000). We also incurred general and administrative expenses during the period of $500, which was comprised of incorporation expenses, resulting in a net loss of $3,500.

 

Our revenue of $10,000 related to our sale of the WarpSpeedTaxi computer application in its current stage of development. We received a $10,000 cash payment during the period and will be entitled to an additional $40,000 payment when we deliver a working prototype of the application to the purchaser. The balance of the purchase price ($250,000) is evidenced by a promissory note that the purchaser issued us whereby we can demand payment of the $250,000 at any time after December 31, 2023. Until the time that the note is paid, simple interest at 5% per annum accrues on the outstanding principal. The purchaser may pay the note at any time prior to demand without penalty.

 

We will likely be dependent upon obtaining financing to pursue our business plan of completing the WarpSpeedTaxi computer application and developing the Privacy and Value software. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At January 31, 2021, we had a cash balance of $19,650 and liabilities totaling $316,150. Our expenditures over the next 12 months are expected to be approximately $96,044 including the costs associated with this offering.

  

We do not have sufficient current cash to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission or to fund our plan of operation. We must raise a minimum of $96,044 to complete our plan of operation for the next 12 months. We anticipate our costs of being a reporting company to be approximately $10,000 annually in connection with our public filings that will have to be made with the SEC on a quarterly basis, which is included in the estimated plan of operations costs. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation. In the absence of such financing, our business will fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our plan of operation for the next 12 months and our business will fail.

 

GOING CONCERN CONSIDERATION

 

Although we have generated revenue since our inception and realized net profit during that time, there is no guarantee that we will be able to continue to generate revenue in the future. As well, we will likely incur costs in developing computer software and applications before we are able to sell them and generate additional revenue. Our independent auditor included an explanatory paragraph in his report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

  

OFF BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

 

CHANGES AND DISAGREEMENT WITH ACCOUNTANTS

 

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

 

REPORTS TO SECURITY HOLDERS

 

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form S-1 is declared effective.

 

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Our executive officers and directors, their ages, and their positions as of the date of this prospectus are as follows:

 

Name of Executive Officer and/or Director		Age		Position
Daniel Okelo		35		President, C.E.O., C.F.O., Secretary and director

  

BIOGRAPHICAL INFORMATION

 

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

 

Daniel Okelo acts as our President, C.E.O., C.F.O., and a director. 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.

 

Daniel Okelo, spends approximately 20% of his business time providing his services to us.

 

Mr. Okelo has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

 

Mr. Okelo has not been convicted in any criminal proceeding nor is he subject of any currently pending criminal proceeding.

 

TERM OF OFFICE

 

Our director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the State of Wyoming statues. Our officer is appointed by our Board of Directors and holds office until removed by the Board or until his resignation.

 

DIRECTOR INDEPENDENCE

 

Our board of directors is currently composed of one member, Daniel Okelo, who does not qualify as an independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members, has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

 

SIGNIFICANT EMPLOYEES

 

We have no employees. We retain independent contractors to work on the development of the WarpSpeedTaxi application and the Privacy and Value computer software.

 

 

AUDIT COMMITTEE AND CONFLICT OF INTEREST

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our director. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since we are an early start-up company and have only one director, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our sole director and officer have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

 

EXECUTIVE COMPENSATION

 

SUMMARY OF COMPENSATION TABLE

 

Since inception, we have not paid any compensation to our sole officer and director. The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on November 18, 2020 to January 31, 2021 (our fiscal year end) and subsequent thereto to the date of this prospectus.

 

SUMMARY 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 Compens- ation ($)

Total ($)

Daniel Okelo President, CEO, CFO, Secretary and a director

2021

None

None

None

None

None

None

None

None

 

We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to our director in his capacity as such.

 

STOCK OPTION GRANTS

 

We have not granted any stock options to our executive officer since our inception.

 

CONSULTING AGREEMENTS

 

We do not have any employment or consulting agreement with Daniel Okelo. We do not pay him any amount for acting as a director.

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are no any pending or anticipated arrangements that may cause a change in control. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.

 

Title of Class		Name and address of beneficial owner		Amount of beneficial ownership				Percent of class
Common		Daniel Okelo			100,000,000				100.0	%
Stock		President, C.E.O., C.F.O., Secretary, and director
		2261 Rosanna Street
		Las Vegas, Nevada 89117
Common		All Officers and Directors			100,000,000				100.0	%
Stock		as a group that consists of one person			shares

 

The percent of class is based on 100,000,000 shares of common stock that is currently issued and outstanding.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On January 26, 2021, we offered and sold 100,000,000 shares of common stock to Daniel Okelo who acts as our sole director and officer. We sold these shares to Mr. Okelo at a price of $0.0001 per share for aggregate proceeds of $10,000.

 

Our board of directors consists of Daniel Okelo. He is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system. 

 

Other than as discussed below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or is in any presently proposed transaction that has or will materially affect us:

 

●

Any of our directors or officers;

 

●

Any person proposed as a nominee for election as a director;

 

●

Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

 

●

Our sole promoter, Daniel Okelo;

 

●

Any relative or spouse of any of the foregoing persons who has the same house as such person;

 

●

Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

 

 

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our director and officer is indemnified as provided by the 2017 Wyoming Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court’s decision.

 

Until 90 days from the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

AVAILABLE INFORMATION

 

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

 

 

FINANCIAL STATEMENTS

 

INDEX TO FINANCIAL STATEMENTS:

 

1.	Report of Independent Registered Public Accounting Firm;		F-2
2.	Audited financial statements for the period from November 18, 2020 (inception) to January 31, 2021, including:
	a.	Restated Balance Sheet;	F-3
	b.	Restated Statements of Operations;	F-4
	c.	Restated Statement of Stockholders’ Equity;	F-5
	d.	Restated Statements of Cash Flows; and	F-6
	e.	Restated Notes to Financial Statements	F-7

 

 

JACK SHAMA, CPA, MA

1498 East 32^nd Street

Brooklyn, NY 11234

631-318-0351

 

To the shareholders and the board of directors of Limitless Projects Inc.

 

Report of Independent Registered Public Accounting Firm.

 

Opinion on the financial statements.

 

I have audited the accompanying balance sheet of Limitless Projects Inc. and the related statements of income, stockholders equity and cash flow for the period November 18, 2020 - January 31, 2021. In my opinion based on my audit the financial statements present fairly in all material respects the financial position of the company as of January 31, 2021 and the results of its operations and its cash flows for the year then ended in conformity with principles generally accepted in the United States of America.

 

Restatement of Previously Issued Financial Statements

 

As discussed in Note 7 to the financial statements, the financial statements for the period from November 18, 2020 to January 31, 2021 have been restated to correct a misstatement.

 

These financial statements are the responsibility of the company’s management. My responsibility is to express an opinion on the financial statements based on my audit. I am 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 US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

I conducted my audit in accordance with the standards of the PCAOB. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, 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. My audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. I believe my audit provides a reasonable basis for my opinion.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 2 to the financial statements, the Company may incur losses in the future development of its business. This raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Jack Shama

 

Jack Shama, CPA

 

April 13, 2021

(May 10, 2021 for Note 7 with respect to the correction of an incorrect statement)

 

I have served as the company’s auditor since February 2021.

 

 

LIMITLESS PROJECTS INC.

RESTATED BALANCE SHEET  

 

		January 31, 2021
		$
ASSETS
Current assets:
Cash			19,650
Accounts Receivable			-
Prepayments & deposit			10,000
Total current assets			29,650
Fixed assets:
Software			3,000
Total fixed assets			3,000
Other assets:
Notes Receivable			290,000
Total other assets			290,000
Total assets			322,650
LIABILITIES & STOCKHOLDER’S EQUITY
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities			26,150
Deferred Revenue			290,000
Total current liabilities			316,150
Total Liabilities			316,150
STOCKHOLDER’S EQUITY
Common stock: $0.0001 par value, 500,000,000 authorized, 100,000,000 issued and outstanding as of January 31, 2021			10,000
Accumulated Other Comprehensive Income			-
Retained earnings			(3,500	)
Total stockholder’s equity			6,500
Total liabilities and stockholder’s equity			322,650

 

(The accompanying notes are an integral part of these financial statements)

 

 

LIMITLESS PROJECTS INC.

RESTATED STATEMENT OF COMPREHENSIVE INCOME  

From November 18, 2020 (inception) to January 31, 2021  

 

		January 31, 2021
		$
Net Sales			10,000
Cost of Goods Sold
Software			13,000
Gross Income			(3,000	)
Expenses
General and administrative			500
Net Income			(3,500	)
Other Comprehensive Income
Foreign exchange translation adjustment			-
Total Comprehensive Income			(3,500	)
Net income per share – basic and diluted			(0.00	)
Weighted average shares outstanding – basic and diluted			100,000,000

 

(The accompanying notes are an integral part of these financial statements)

 

 

LIMITLESS PROJECTS INC.

RESTATED STATEMENT OF STOCKHOLDER’S EQUITY

For the period from November 18, 2020 (inception) to January 31, 2021

 

														Accumulated
										Additional				Other
		Common Stock								Paid in				Comprehensive				Accumulated
		Number				Par Value				Capital				Income (loss)				Deficit				Total
						$				$				$				$				$
Balance, November 18, 2020 (inception)			-				-				-				-				-				-
Common stock issued for cash on January 31, 2021			100,000,000				10,000																10,000
Other Comprehensive Income			-				-				-				-				-				-
			-				-				-
Net Income			-				-				-				-				(3,500	)			(3,500	)
Closing Balance on January 31, 2021			100,000,000				10,000				-				-				(3,500	)			6,500

 

(The accompanying notes are an integral part of these financial statements)

 

 

LIMITLESS PROJECTS INC.

RESTATED STATEMENT OF CASH FLOWS

For the period from November 18, 2020 (inception) to January 31, 2021 

 

		For the Year Ended January 31, 2021
		$
Cash flows from operating activities
Net income for the period		$	(3,500	)
Change in operating assets and liabilities
Accounts Receivable			-
Prepayments & Deposits			(10,000	)
Accounts payable and accrued liabilities			26,150
Deferred Revenue			290,000
Net cash used in operating activities			302,650
Cash flows from investing activities
Intangible assets			(3,000	)
Notes Receivable			(290,000	)
Net cash used in investing activities			(293,000	)
Cash flows from financing activities
Proceeds from issuance of common stock			10,000
Net cash provided by financing activities			10,000
Change in Cash			19,650
Cash – beginning of period			-
Cash – end of period			19,650
Supplemental cash flow disclosures
Cash paid For:
Interest			-
Income tax			-

 

(The accompanying notes are an integral part of these financial statements)

 

 

LIMITLESS PROJECTS INC.

NOTES TO RESTATED FINANCIAL STATEMENTS

January 31, 2021

 

1. NATURE AND CONTINUANCE OF OPERATIONS

 

Limitless Projects Inc. (the “Company”) was incorporated in the state of Wyoming on November 18, 2020 (“Inception”). The Company is in the business of developing computer software systems and mobile device applications. The Company’s fiscal year-end is January 31. The Company is developing a ride-hailing and food delivery computer and mobile device application, as well as employee monitoring software that balances employer concerns regarding employee efficiency and productivity with employee privacy.

 

By an agreement dated December 31, 2020, the Company entered into an asset purchase and sale agreement whereby it agreed to sell its 100% in a ride-hailing computer and mobile device application for a cash payment of $10,000 that the Company has received in the period, an additional $40,000 to be received after the Company’s delivery of a working prototype of the application, plus the purchaser’s issuance of a promissory note for $250,000 that is payable on the Company’s demand any time after December 31, 2023. The note bears simple interest at a rate of 5% per annum and is unsecured. The purchaser may pay this note early without penalty.

 

2. GOING CONCERN

 

These consolidated 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 realized net loss of $3,500 since its incorporation on November 18, 2020 and it is anticipated that the Company may incur losses in the future development of its business raising substantial doubt about the Company’s ability to continue as a going concern. In order to remain in business, the Company will need to raise capital or generate revenue from operations in the next twelve months. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, proceeds from its public offering, and revenue from its sale of computer software and applications. The Company has no written or verbal commitments from stockholders or its director or officer to provide the Company with any form of cash advances, loans, or other sources of liquidity to meet its working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

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 January 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 at January 31, 2021, the Company had $19,650 in cash.

 

 

LIMITLESS PROJECTS INC.

NOTES TO RESTATED FINANCIAL STATEMENTS

January 31, 2021

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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 consolidated 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. 606, “Revenue Recognition” (“ASC-606”), ASC-606 requires that five basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists and both parties will perform their respective obligations; (2) can identify each party’s rights regarding goods or services being transferred; (3) the selling price is fixed and determinable; (4) the contract has commercial substance; and (5) collectability is reasonably assured. Determination of criteria (3) and (5) 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.

 

 

LIMITLESS PROJECTS INC.

NOTES TO RESTATED FINANCIAL STATEMENTS

January 31, 2021

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (continued)

 

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 consolidated 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.

 

Basic and Diluted Loss per Share

 

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 November 18, 2020 (inception) through January 31, 2021, there were no potentially dilutive debt or equity instruments issued or outstanding.

 

Use of Estimates and Assumptions

 

The preparation of consolidated 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 consolidated 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 consolidated financial statements.

 

 

LIMITLESS PROJECTS INC.

NOTES TO RESTATED FINANCIAL STATEMENTS

January 31, 2021

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recently Adopted and Recently Enacted Accounting Pronouncements (continued)

 

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.

 

In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which creates a single source of revenue guidance under U.S. GAAP for all companies in all industries and replaces most existing revenue recognition guidance in U.S. GAAP. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has issued several amendments to the new standard, including clarification on accounting for licenses of intellectual property and identifying performance obligations.

 

 

LIMITLESS PROJECTS INC.

NOTES TO RESTATED FINANCIAL STATEMENTS

January 31, 2021

 

4. CAPITAL STOCK

 

The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of $0.0001 per share.

 

During the period ended January 31, 2021, the Company issued 100,000,000 shares of common stock for total cash proceeds of $10,000 to the Company’s director.

 

At January 31, 2021, there were no issued and outstanding stock options or warrants.

 

5. RELATED PARTY TRANSACTIONS

 

None.

 

6. INCOME TAXES

 

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 January 31, 2021.  All tax years since inception remains open for examination by taxing authorities.

 

The components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

 

		August 31, 2017
Operating loss		$	1,280
Statutory tax rate			34	%
Refundable federal income tax attributable to current operations			435
Change in valuation allowance			(435	)
Net refundable amount		$	-

 

The cumulative tax effect at the expected rate of 34% of significant items comprising the net deferred tax amount is:

 

		August 31, 2017
Deferred tax asset attributed to:
Net operating loss		$	435
Less, valuation allowance			(435	)
Net deferred tax assets		$	-

 

 

LIMITLESS PROJECTS INC.

NOTES TO RESTATED FINANCIAL STATEMENTS

January 31, 2021

 

7. CORRECTION OF ERROR

 

These financial statements have been restated to correct the error in the nature that the Company recognized revenue on its sale of its interest in its ride-hailing computer and mobile device application. The Company originally realized the entire purchase price of the application as net sales. In order to comply with ASC 606, the Company has restated its financial statements to indicate that net sales during the period were $10,000 and to record deferred revenue of $290,000 as a liability on the balance sheet. As a result, the Company’s financial statements for the period ended January 31, 2021 were revised and restated as described in detail below:

 

		As Originally Reported				Restatement Adjustment				As Restated
Balance Sheet Items:
Accounts Receivable		$	40,000			$	(40,000	)		$	-
Total Current Assets		$	69,650			$	(40,000	)		$	29,650
Note Receivable		$	250,000			$	40,000			$	290,000
Total Other Assets		$	250,000			$	40,000			$	290,000
Deferred Revenue		$	-			$	290,000			$	290,000
Total Liabilities		$	26,150			$	290,000			$	316,150
Retained Earnings		$	286,500			$	(300,000	)		$	(3,500	)
Total Stockholders’ Equity		$	296,500			$	(290,000	)		$	6,500
Income Statement Items:
Net Sales		$	300,000			$	(290,000	)		$	10,000
Gross Income		$	287,000			$	(290,000	)		$	(3,000	)
Net Income		$	286,500			$	(290,000	)		$	(3,500	)
Total Comprehensive Income		$	286,500			$	(290,000	)		$	(3,500	)
Statement of Stockholders’ Equity Items:
Net Income (accumulated deficit and total)		$	286,500			$	(290,000	)		$	(3,500	)
Closing balance at January 31, 2021 (accumulated deficit and total)		$	286,500			$	(290,000	)		$	(3,500	)
Statement of Cash Flows Items:
Net Income for the Period		$	286,500			$	(290,000	)		$	(3,500	)
Accounts Receivable		$	(40,000	)		$	40,000			$	-
Deferred Revenue		$	-			$	290,000			$	290,000
Net Cash Used in Operating Activities		$	262,650			$	40,000			$	302,650
Notes Receivable		$	(250,000	)		$	(40,000	)		$	(290,000	)
Net Cash Used in Investing Activities		$	(253,000	)		$	(40,000	)		$	(293,000	)

 

 

LIMITLESS PROJECTS INC.

NOTES TO RESTATED FINANCIAL STATEMENTS

January 31, 2021

 

8. SUBSEQUENT EVENTS

 

None.

 

 

Part II

 

Information Not Required In The Prospectus

 

ITEM 13.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company

 

SEC Registration Fee		$	43.64
Auditor Fees and Expenses			1,500
Legal Fees and Expenses			25,000
EDGAR/Printing Expenses			1,000
Transfer Agent Fees			1,000
TOTAL		$	28,543.64

 

All amounts are estimates, other than the SEC’s registration fee.

 

ITEM 14.

INDEMNIFICATION OF DIRECTOR AND OFFICERS

 

Our officers and directors are indemnified as provided by the 2017 Wyoming Statute and our bylaws.

 

Under the 2017 Wyoming Statute, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:

 

1.

(A) The director conducted himself in good faith; and

 

(B) He reasonably believed that his conduct was in or at least not opposed to the corporation’s best interests; and

 

(C) In the case of any criminal proceeding, the director had no reasonable cause to believe his conduct was unlawful; or

 

2.

The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by Wyoming Statute 17-16-202(b)(v).

 

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Wyoming law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

 

(1)

such indemnification is expressly required to be made by law;

 

(2)

the proceeding was authorized by our Board of Directors;

 

(3)

such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Wyoming law; or

 

(4)

such indemnification is required to be made pursuant to the bylaws.

 

  

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

 

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Limitless Projects Inc., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.

 

ITEM 15.

RECENT SALES OF UNREGISTERED SECURITIES

 

Set forth below is information regarding the issuance and sales of securities without registration since inception.

 

On January 26, 2021, pursuant to the terms of a stock subscription agreement, we issued 100,000,000 shares of our common stock to Daniel Okelo at a purchase price of $0.0001 per share for aggregate proceeds of $10,000.

 

Exemption

 

We issued the above-noted shares pursuant to Section 4(2) of the Securities Act of 1933. We were able to rely upon this exemption since this issuance does not constitute a public offering of our shares.

 

In connection with this issuance, Mr. Okelo had access to all material aspects of our company, including the business, management, offering details, risk factors and financial statements. He also represented to us that he was acquiring the shares as principal for his own account with investment intent. He also represented that he was sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general solicitation. The shares were issued with a Rule 144 restrictive legend.

 

ITEM 16.

EXHIBITS

 

EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Incorporation*
3.2		Articles of Amendment*
3.3		By-Laws*
5.1		Legal Opinion with Consent**
10.1		Asset Purchase Agreement*
10.2		Bill of Sale**
23.1		Consent of Certified Public Accountant
99.1		Subscription Agreement*

 

* filed as an exhibit to our registration statement on Form S-1 filed on February 5, 2021.

** filed as an exhibit to our registration statement on Form S-1/A filed on March 8, 2021.

 

 

ITEM 17.

UNDERTAKINGS

 

The undersigned registrant hereby undertakes:

 

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.

To include any prospectus required by section 10(a) (3) of the Securities Act of 1933;

 

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided however, that:

 

A.

Paragraphs (a) (1) (i) and (a) (1) (ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 15 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

  

B.

Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

4.

If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a) (3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a) (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

 

 

5.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

i.

If the registrant is relying on Rule 430B:

 

A.

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

B.

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

 

ii.

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

6.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

i.

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Nairobi, Kenya on May 20, 2021.

 

	LIMITLESS PROJECTS INC.
	By:	/s/ Daniel Okelo
		Daniel Okelo
		President, Secretary, and director
		Principal Executive Officer
		Principal Financial Officer
		Principal Accounting Officer

  

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

 

	LIMITLESS PROJECTS INC.
	By:	/s/ Daniel Okelo
		Daniel Okelo
		President, Secretary, and director
		Principal Executive Officer
		Principal Financial Officer
		Principal Accounting Officer

 

Dated: May 20, 2021