Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 28, 2017 | Apr. 19, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | UpperSolution.com | |
Entity Central Index Key | 1,584,480 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 28, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,000,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Feb. 28, 2017 | May 31, 2016 |
Current assets | ||
Cash | $ 2,000 | $ 13,800 |
Prepaid expenses | 2,304 | 1,135 |
Total current assets | 4,304 | 14,935 |
Total assets | 4,304 | 14,935 |
Current liabilities | ||
Accounts payable | 8,250 | 8,550 |
Loan from shareholder | 2,007 | 2,007 |
Total current liabilities | 10,257 | 10,557 |
Total liabilities | 10,257 | 10,557 |
Stockholders' Equity (Deficit) | ||
Common Stock: $0.001 par value, 75,000,000 shares authorized, 14,000,000 shares issued and outstanding as of February 28, 2017 and May 31, 2016, respectively | 14,000 | 14,000 |
Additional paid in capital | 41,400 | 41,400 |
Accumulated deficit | (61,353) | (51,022) |
Total stockholders' equity (Deficit) | (5,953) | 4,378 |
Total liabilities and stockholders' equity | $ 4,304 | $ 14,935 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Feb. 28, 2017 | May 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 14,000,000 | 14,000,000 |
Common stock, shares outstanding | 14,000,000 | 14,000,000 |
Statement Of Operations (Unaudi
Statement Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Expenses | ||||
General and administrative | 1,230 | 3,831 | 14,624 | |
Professional fees | 2,000 | 1,800 | 6,500 | 7,900 |
Total expenses | 3,230 | 1,800 | 10,331 | 22,524 |
Net loss | $ (3,230) | $ (1,800) | $ (10,331) | $ (22,524) |
Basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | 14,000,000 | 14,000,000 | 14,000,000 | 13,933,412 |
Statements Of Cash Flows (Unaud
Statements Of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (10,331) | $ (22,524) |
Adjustments to reconcile net income to net cash used by operating activities | ||
Increase (decrease) in accounts payable | (300) | (11,000) |
(Increase) decrease in prepaid expenses | 1,169 | (624) |
Net cash used in operating activities | (11,800) | (32,900) |
Cash flows from investing activities | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 37,900 | |
Net cash provided by financing activities | 37,900 | |
Net increase(decrease) in cash and cash equivalents | (11,800) | 5,000 |
Cash at beginning of period | 13,800 | 10,600 |
Cash at end of period | 2,000 | 15,600 |
Supplemental cash flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2017 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies of UpperSolution.com (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose. Basis of Presentation The unaudited financial statements for the period ended February 28, 2017 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of February 28, 2017 and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the nine months ended February 28, 2017, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending May 31, 2017. The balance sheet at May 31, 2016 has been derived from the audited financial statements at that date. Organization, Nature of Business and Trade Name UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of developing and marketing apps. The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps. Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on UpperSolution.com’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. UpperSolution.com’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. Capital Stock The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001. Currently, there were fourteen million (14,000,000) shares of common stock issued and outstanding as of February 28, 2017. Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Basic and Diluted Net Loss Per Share Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. The Company has not issued any options or warrants or similar securities since inception. Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements. Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s financial statements. Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. 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. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. As of February 28, 2017, and May 31, 2016, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments. |
Going Concern
Going Concern | 9 Months Ended |
Feb. 28, 2017 | |
Going Concern | |
Going Concern | NOTE B – GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon funds from the sale of shares of stock and from acquiring loans to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above. |
Common Stock
Common Stock | 9 Months Ended |
Feb. 28, 2017 | |
Common Stock | |
Common Stock | NOTE C – COMMON STOCK On or about May 20, 2013,Mahmoud Dasuka and Yousef Dasuka each purchased 5,750,000 common share of the company’s common stock for $5,750 each at $0.001 per share. During the month of May 2015, the Company issued 605,000 common shares for $12,100 in cash at an issue price of $0.02. During the month of June 2015, the Company issued 1,500,000 common shares for $30,000 in cash at an issue price of $0.02. During the month of July 2015, the Company issued 395,000 common shares for $7,900 in cash at an issue price of $0.02. As of February 28, 2017, Common shares issued and outstanding are 14,000,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Feb. 28, 2017 | |
Related Party Transactions | |
Related Party Transactions | NOTE D – RELATED PARTY TRANSACTIONS On or about May 20, 2013, directors of the company Mahmoud Dasuka and Yousef Dasuka each purchased 5,750,000 common share of the company’s common stock for $5,750 each at $0.001 per share. On March 16, 2014, Company received loans from a shareholder of $207. The loans are unsecured, non-interest bearing and due on demand. On July 18, 2014, Company received loans from a shareholder of $1,800. The loans are unsecured, non-interest bearing and due on demand. The balance due to the shareholder was $2,007 as of February 28, 2017. |
Office
Office | 9 Months Ended |
Feb. 28, 2017 | |
Office | |
Office | NOTE E – OFFICE We currently utilize office space at 153 W. Lake Mead #2240, Henderson, NV 89015, as our corporate registered office at a cost of $150 per year (with such fee beginning in the second year). Most of the company’s business is undertaken at the homes of the officers and directors and such space is provided free of charge. We believe these facilities are in good condition, but that we may need to expand our leased space as our expansion efforts increase. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Feb. 28, 2017 | |
Subsequent Event | |
Subsequent Event | NOTE F – SUBSEQUENT EVENT The Company evaluated all events or transactions that occurred after February 28, 2017 through the date of this filing. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the financial statements for the nine months ended February 28, 2017. |
Summary Of Significant Accoun12
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 28, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | Basis of Presentation The unaudited financial statements for the period ended February 28, 2017 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of February 28, 2017 and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the nine months ended February 28, 2017, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending May 31, 2017. The balance sheet at May 31, 2016 has been derived from the audited financial statements at that date. |
Organization, Nature of Business and Trade Name | Organization, Nature of Business and Trade Name UpperSolution.com (the Company) was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of developing and marketing apps. The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s apps before another company develops similar apps. |
Use of Estimates | Use of Estimates The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on UpperSolution.com’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. UpperSolution.com’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. |
Capital Stock | Capital Stock The Company has authorized seventy-five million (75,000,000) shares of common stock with a par value of $0.001. Currently, there were fourteen million (14,000,000) shares of common stock issued and outstanding as of February 28, 2017. |
Income Taxes | Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted net loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. The Company has not issued any options or warrants or similar securities since inception. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements. Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. 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. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. As of February 28, 2017, and May 31, 2016, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments. |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Details) - Common Stock [Member] - USD ($) | 1 Months Ended | ||
Jul. 31, 2015 | Jun. 30, 2015 | May 31, 2015 | |
Shares issued during the period, shares | 395,000 | 1,500,000 | 605,000 |
Shares issued during the period, value | $ 7,900 | $ 30,000 | $ 12,100 |
Stock issuance price per share | $ 0.02 | $ 0.02 | $ 0.02 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Jul. 18, 2014 | Mar. 16, 2014 | May 20, 2013 | Jul. 31, 2015 | Jun. 30, 2015 | May 31, 2015 | Feb. 28, 2017 | May 31, 2016 |
Related Party Transaction [Line Items] | ||||||||
Outstanding loan from shareholder | $ 2,007 | $ 2,007 | ||||||
Shareholder [Member] | Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from shareholder | $ 1,800 | $ 207 | ||||||
Debt instrument description | The loans are unsecured, non-interest bearing and due on demand. | The loans are unsecured, non-interest bearing and due on demand. | ||||||
Outstanding loan from shareholder | $ 2,007 | |||||||
Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period, shares | 395,000 | 1,500,000 | 605,000 | |||||
Shares issued during the period, value | $ 7,900 | $ 30,000 | $ 12,100 | |||||
Stock price per share | $ 0.02 | $ 0.02 | $ 0.02 | |||||
Common Stock [Member] | Mahmoud Dasuka [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period, shares | 5,750,000 | |||||||
Shares issued during the period, value | $ 5,750 | |||||||
Stock price per share | $ 0.001 | |||||||
Common Stock [Member] | Yousef Dasuka [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued during the period, shares | 5,750,000 | |||||||
Shares issued during the period, value | $ 5,750 | |||||||
Stock price per share | $ 0.001 |
Office (Narrative) (Details)
Office (Narrative) (Details) | Feb. 28, 2017USD ($) |
Rental Expense [Member] | |
Other Commitments [Line Items] | |
Rental expense per year | $ 150 |