UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2024
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 333-252505
WarpSpeed Taxi Inc.
(Exact name of registrant as specified in its charter)
Wyoming
|
| 85-3978107
|
(State or other jurisdiction of incorporation)
|
| (IRS Employer Identification Number)
|
Shiriki House Office Community, 3rd Floor Westside Towers
Lower Kabete Road, Westlands Nairobi, Kenya 00100
(Address of principal executive offices) (Zip Code)
(269) 692-9418
Registrant’s telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
| ☐
| Accelerated filer
| ☐
|
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
239,590,000 shares of common stock are issued and outstanding as of May 31, 2024.
2
PART I - FINANCIAL INFORMATION
Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following financial statements be read in conjunction with the year-end financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2023. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
The results of operations for the nine months ended April 30, 2024, are not necessarily indicative of the results for the entire fiscal year or for any other period.
3
WARPSPEED TAXI INC.
UNAUDITED BALANCE SHEET
As of July 31, 2023 and April 30, 2024
| April 30,
2024
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| July 31,
2023
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| $
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| $
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash
|
| 24
|
|
| 16
|
Prepayment & deposits
|
| 15,000
|
|
| 15,000
|
Total current assets:
|
| 15,024
|
|
| 15,016
|
|
|
|
|
|
|
Fixed assets:
|
|
|
|
|
|
Software
|
| 226,956
|
|
| 199,956
|
Total Fixed assets:
|
| 226,956
|
|
| 199,956
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|
|
|
|
|
|
Total Assets:
|
| 241,980
|
|
| 214,972
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDER’S EQUITY
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
| 74,972
|
|
| 34,952
|
Total current liabilities:
|
| 74,972
|
|
| 34,952
|
|
|
|
|
|
|
Total Liabilities:
|
| 74,972
|
|
| 34,952
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|
|
|
|
|
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Stockholder’s Equity
|
|
|
|
|
|
Common stock: $0.0001 par value, 500,000,000 authorized,
239,590,000 issued and outstanding as of April 30, 2024 and
July 31, 2023, respectively.
|
| 23,959
|
|
| 23,959
|
Additional paid in capital
|
| 642,941
|
|
| 642,941
|
Accumulated deficit
|
| (499,893)
|
|
| (486,880)
|
Total Stockholder’s Equity:
|
| 167,007
|
|
| 180,020
|
|
|
|
|
|
|
Total Liabilities and Stockholder’s Equity:
|
| 241,980
|
|
| 214,972
|
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
4
WARPSPEED TAXI INC.
UNAUDITED STATEMENT OF COMPREHENSIVE LOSS
| For the nine months
period ended
April 30,
|
| For the three months
period ended
April 30,
|
| 2024
|
| 2023
|
| 2024
|
| 2023
|
| $
|
| $
|
| $
|
| $
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
| 13,013
|
|
| 81,787
|
|
| 2,857
|
|
| 63,470
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Net Loss:
|
| (13,013)
|
|
| (81,787)
|
|
| (2,857)
|
|
| (63,470)
|
|
|
|
|
|
|
|
|
|
|
|
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Net loss per share
- basic and diluted
|
| 0.00
|
|
| 0.00
|
|
| 0.00
|
|
| 0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
- basic and diluted
|
| 239,590,000
|
|
| 239,590,000
|
|
| 239,590,000
|
|
| 239,590,000
|
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
5
WARPSPEED TAXI INC.
UNAUDITED STATEMENT OF CASH FLOWS
| For the nine months period ended
|
| April 30,
|
| 2024
|
|
| 2023
|
| $
|
|
| $
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss for the period
|
| (13,013)
|
|
|
| (81,787)
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
| 40,020
|
|
|
| (106,526)
|
Net cash used in operating activities:
|
| 27,008
|
|
|
| (188,313)
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Software development
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| (27,000)
|
|
|
| 118,223
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Net cash used in investing activities:
|
| (27,000)
|
|
|
| 118,223
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
| -
|
|
|
| 22
|
Additional paid in capital
|
| -
|
|
|
| 56,978
|
Net cash used in financing activities:
|
| -
|
|
|
| 57,000
|
|
|
|
|
|
|
|
Change in cash
|
| 8
|
|
|
| (13,090)
|
|
|
|
|
|
|
|
Cash - beginning of period
|
| 16
|
|
|
| 13,093
|
|
|
|
|
|
|
|
Cash - end of period
|
| 24
|
|
|
| 3
|
|
|
|
|
|
|
|
Supplemental cash flow disclosures
|
|
|
|
|
|
|
|
|
|
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Cash paid For:
|
|
|
|
|
|
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Interest
|
| -
|
|
|
| -
|
Income tax
|
| -
|
|
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| -
|
(The accompanying notes are an integral part of these unaudited interim condensed financial statements)
7
WARPSPEED TAXI INC.
Notes to the Interim Financial Statements
April 30, 2024, and 2023
(Unaudited)
1. NATURE AND CONTINUANCE OF OPERATIONS
WarpSpeed Taxi Inc. (the “Company”) was incorporated in the state of Wyoming on November 18, 2020 (“Inception”). The Company is a development stage company that is currently developing a ride-hailing and food delivery computer and mobile device application known as “WarpSpeed Taxi”. The Company’s fiscal year-end is July 31.
The Company entered into an asset purchase agreement to acquire the WarpSpeed Taxi computer and mobile device application in its current state of development for cash payments totaling $50,000 plus the issuance of a promissory note for $250,000 that is payable on demand any time after December 31, 2023. The note bears simple interest at a rate of 5% per annum and is unsecured. The Company may pay this note early without penalty. The Company must pay the vendor an additional $40,000 upon the vendor’s delivery of a working prototype of the application.
On September 6, 2022, the Company entered into a settlement agreement with a private company that provided it with marketing, beta testing, cloning, and maintenance services in connection with the WarpSpeed Taxi computer application. Pursuant to the settlement agreement, the Company agreed to transfer out its interest in the WarpSpeed Taxi application to the private company in full and final satisfaction of the $135,431 owing to the private company. However, the Company will retain a license for the sole and exclusive use of the WarpSpeed Taxi application in the United States.
2. GOING CONCERN
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $499,893, as of April 30, 2024, and further losses are anticipated in the 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 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 and proceeds from its public offering. The Company has no written or verbal commitments from stockholders, 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. INTERIM REPORTING
The interim financial statements are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted (GAAP) in the United States of America for the interim information. Accordingly, the financial statements do not include all of the information and notes required by GAAP for the complete financial statements. While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, result of operation and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. It is suggested that the interim financial statements be read in conjunction with the Company’s July 31, 2023, audited financial statements. Operating results for the nine-month ended April 30, 2024, are not necessarily indicative of the results that can be expected for the fiscal year ended July 31, 2024.
There have been no changes in the accounting policies from those disclosed in the notes to the audited financial statements for the period ended July 31, 2023.
8
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.
There has been no stock activity during the nine months ended April 30, 2024, and 2023.
5. SUBSEQUENT EVENTS
There are no subsequent events.
9
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
Forward Looking Statements
This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.
Background
We were incorporated on November 18, 2020 under the laws of the State of Wyoming.
We were involved in the development of a ride-hailing and food delivery computer and mobile device application known as “WarpSpeedTaxi”.
On September 15, 2022, we entered into a final settlement agreement with GCSS whereby we have agreed to transfer our 100% interest in the WarpSpeed Taxi application to GCSS in full and final satisfaction of the debt owed to GCSS and any other claims that GCSS has against us. However, we will retain a license for the sole and exclusive use of the WarpSpeed Taxi application in the United States.
We anticipate that our WarpSpeedTaxi application will allow customers to hire a standard and luxury motor vehicles via a smartphone or personal computer for both one-way and round-trips with the price based on the distance travelled and the current level of demand for vehicles. In addition to transporting passengers, the application may also be used for deliveries of goods from restaurants, grocery stores, and other businesses that typically utilize local vehicle courier services.
Customers will use the application to request a ride or the delivery of goods. Drivers that we recruit and approve, through confirmation of no criminal record, a clean driving history, and access to a suitable insured vehicle, will act as independent contractors and set their own work hours. They will connect with customers via our application, pick up customers or goods to be delivered in accordance with the customer’s request, and then drive the customers or goods to their destination. Customers will pay for the transportation through the application by way of credit card. Drivers will receive payments for each ride or delivery they complete via a weekly direct deposit to their bank accounts.
When a customer uses the WarpSpeedTaxi application for ride-hailing, we will charge the customer a flat fee of approximately $2.00 for each ride plus an amount for each mile that the customer travels. The amount for each mile will vary depending on the city in which the customer is located. It will be higher in more densely populated cities where traffic moves relatively slowly and lower in less densely population cities will less traffic congestion. Additionally, we will charge customers an additional premium during busy times when customer demand exceeds the number of available drivers. This increase in pricing is intended to incentivize drivers to work during peak demand times since they will receive greater compensation. In order to encourage drivers to work a independent contractors for us, we will initially retain 15% of all revenue that a customer pays for a ride with the remaining 85% compensating the driver for his or her time and vehicle expenses. Drivers will also retain 100% of all tips that customers provide them. Over time, when we have established a market for our services, we may adjust this percentage so that we retain a greater percentage of revenue.
When a restaurant uses the food delivery service feature of our WarpSpeedTaxi application, we will charge restaurants between 5% and 15% of their order revenue, subject to a set minimum amount, depending on the amount of business that we receive from delivery orders of their food through our application. From these proceeds, we will pay our drivers a base fee for deliveries that depend on the distance that they must travel to pick up the food and deliver it to the customer. In addition, the driver will retain any tips that the customer provides.
Results of Operations for the nine months ended April 30, 2024 and 2023
Our net loss for the nine-month period ended April 30, 2024 and 2023 was $13,013 and $81,787, respectively, which consisted entirely of general and administrative fees. We did not generate any revenue to date.
10
LIQUIDITY AND CAPITAL RESOURCES
As at April 30, 2024, our current assets were $15,024, compared to $15,016 at July 31, 2023. There was no movement in the current assets during the six months period ended January 31, 2023.
As at April 30, 2024, our current liabilities were $74,972, compared to $34,952 at July 31, 2023. Current liabilities at April 30, 2024 were comprised entirely of accounts payable and accrued liabilities. During the third quarter of the fiscal year 2024, there was an observed escalation in current liabilities in comparison to the year-end on July 31, 2023. This increase primarily stems from a rise in accounts payable attributed to the maintenance expenditures associated with the software.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other methods, the sale of equity or debt securities.
Cash Flows from Operating Activities
For the nine-month period ended April 30, 2024, net cash flows used in operating activities were $27,008, consisting of a net loss of $13,013, which was offset by $40,020 increase of accounts payable. This compares to net cash flows provided from operating activities of $188,313 consisting of a net loss of $81,787 offset by accounts payable of ($106,526) for the nine-month period ended April 30, 2023.
Cash Flows from Investing Activities
For the nine-month period ended April 30, 2024 and 2023, our cash flows provided from investing activities were ($27,000) compared to cash flows used in investing activities of $118,223, respectively, which consisted of software development.
Cash Flows from Financing Activities
We have financed our operations from the issuance of our shares of common stock. Net cash flows generated from financing activities were $0 in the nine-month period ended April 30, 2024 and during the nine-month period ended April 30, 2023.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors’ report accompanying our July 31, 2023 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 4. Controls and Procedures.
As supervised by our board of directors and our principal executive and principal financial officer, management has established a system of disclosure, controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management’s Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure, controls and procedures (as defined in Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of April 30, 2024, were not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.
11
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of internal control over financial reporting as of April 30, 2024. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Management concluded in this assessment that as of April 30, 2024, our internal control over financial reporting is not effective.
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of our 2024 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits.
31.1
| Section 302 Certification by Chief Executive Officer and Chief Financial Officer
|
|
|
32.1
| Section 906 Certification by Chief Executive Officer and Chief Financial Officer
|
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
SEC Ref. No.
|
| Title of Document
|
101. INS
|
| XBRL Instance Document
|
101. SCH
|
| XBRL Taxonomy Extension Schema Document
|
101. CAL
|
| XBRL Taxonomy Calculation Linkbase Document
|
101. DEF
|
| XBRL Taxonomy Extension Definition Linkbase Document
|
101. LAB
|
| XBRL Taxonomy Label Linkbase Document
|
101. PRE
|
| XBRL Taxonomy Presentation Linkbase Document
|
The XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Exhibit 31.1
CERTIFICATION
I, Daniel Okelo, certify that:
1.I have reviewed this quarterly report on Form 10-Q of WarpSpeed Taxi Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 4, 2024
/s/ Daniel Okelo
Daniel Okelo
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
