10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: February 28, 2019
or
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ______________
	Commission File Number: 333-190658

UpperSolution.com

(Exact name of registrant as specified in its charter)

 

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
244 Madison Avenue, New York City, NY	10016-2817
(Address of principal executive offices)	(Zip Code)

(802) 255-4212

(Registrant’s telephone number, including area code)

____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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    x NO 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ YES    x NO 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	x

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    x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES    ¨ NO 

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.   

14,100,000 common stock issued and outstanding as of April 19, 2019

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
PART II - OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

UPPERSOLUTION.COM

BALANCE SHEETS

(Unaudited)

	February 28,			May 31,
	2019			2018
ASSETS
Current Assets
Accounts receivable from discontinued operation	$	-		$	3,396
Total Current Assets		-			3,396
Total Assets	$	-		$	3,396
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	600		$	6,510
Due to related parties		78,259			43,629
Total Current Liabilities		78,859			50,139
Total Liabilities		78,859			50,139
STOCKHOLDERS’ DEFICIT
Common Stock: $0.001 par value, 75,000,000 shares authorized, 14,100,000 shares issued and outstanding as of February 28, 2019 and May 31, 2018		14,100			14,100
Additional paid-in capital		57,513			57,513
Accumulated deficit		(150,472	)		(118,356	)
Total Stockholders’ Deficit		(78,859	)		(46,743	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	3,396

The accompanying notes are an integral part of these unaudited financial statements.

3

UPPERSOLUTION.COM

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	February 28,						February 28,
	2019			2018			2019			2018
Revenues	$	-		$	-		$	-		$	-
Cost of Goods Sold		-			-			-			-
Gross Profit		-			-			-			-
Operating Expenses
General and administration		450			554			1,350			554
Professional		4,799			3,060			27,370			8,060
Total operating expenses		5,249			3,614			28,720			8,614
Net loss from operations		(5,249	)		(3,614	)		(28,720	)		(8,614	)
Net loss before taxes		(5,249	)		(3,614	)		(28,720	)		(8,614	)
Provision for income taxes					-			-			-
Loss from Continued Operations		(5,249	)		(3,614	)		(28,720	)		(8,614	)
Discontinued operations
Loss from discontinued operations		(3,951	)		(32,529	)		(3,396	)		(32,529	)
Loss from Discontinued Operations, Net of Tax Benefits		(3,951	)		(32,529	)		(3,396	)		(32,529	)
Net loss	$	(9,200	)	$	(36,143	)	$	(32,116	)	$	(41,143	)
Net Loss Per Common Share – Basic and Diluted
Continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net loss	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding		14,100,000			14,055,556			14,100,000			14,018,248

The accompanying notes are an integral part of these unaudited financial statements.

4

UPPERSOLUTION.COM

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

					Additional
	Common stock				paid-in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance, May 31, 2018		14,100,000	$	14,100	$	57,513	$	(118,356	)	$	(46,743	)
Net loss for the period		-		-		-		(8,915	)		(8,915	)
Balance, August 31, 2018		14,100,000		14,100		57,513		(127,271	)		(55,658	)
Net loss for the period		-		-		-		(14,001	)		(14,001	)
Balance, November 30, 2018		14,100,000		14,100		57,513		(141,272	)		(69,659	)
Net loss for the period		-		-		-		(9,200	)		(9,200	)
Balance, February 28, 2019		14,100,000	$	14,100	$	57,513	$	(150,472	)	$	(78,859	)

					Additional
	Common stock				paid-in			Accumulated
	Shares		Amount		capital			Deficit			Total
Balance, May 31, 2017		14,000,000	$	14,000	$	41,400		$	(66,613	)	$	(11,213	)
Net loss for the period		-		-		-			(3,000	)		(3,000	)
Balance, August 31, 2017		14,000,000		14,000		41,400			(69,613	)		(14,213	)
Net loss for the period		-		-		-			(2,000	)		(2,000	)
Balance, November 30, 2017		14,000,000		14,000		41,400			(71,613	)		(16,213	)
Forgiveness of loans with previous related party		-		-		16,213			-			16,213
Common shares issued for acquisition		100,000		100		(100	)		-			-
Net loss for the period		-		-		-			(36,143	)		(36,143	)
Balance, February 28, 2018		14,100,000	$	14,100	$	57,513		$	(107,756	)	$	(36,143	)

The accompanying notes are an integral part of these unaudited financial statements.

5

UPPERSOLUTION.COM

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	February 28,
	2019			2018
Cash Flows from Operating Activities:
Net loss	$	(32,116	)	$	(41,143	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt		3,951			-
Changes in operating assets and liabilities:
Accounts receivable		(555	)		(2,471	)
Accounts payable		(5,910	)		(9,206	)
Net Cash Used in Operating Activities		(34,630	)		(52,820	)
Cash Flows from Financing Activities:
Issuance of common shares for acquisition		-			100
Due to related party		34,630			52,720
Net Cash Provided by Financing Activities		34,630			52,820
Net Change in Cash and Cash Equivalents		-			-
Cash and Cash Equivalents, beginning of period		-			-
Cash and Cash Equivalents, end of period	$	-		$	-
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Disclosure:
Forgiveness of debt by previous related party to contributed capital	$	-		$	16,213

The accompanying notes are an integral part of these unaudited financial statements.

6

UPPERSOLUTION.COM

NOTES TO THE FINANCIAL STATEMENTS

February 28, 2019

(Unaudited)

NOTE 1 – 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.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended February 28, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2018 filed with the SEC on November 8, 2018.

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 creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s future business plans.

On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.

Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.

Disposal of business

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.

The company is currently evaluating future business opportunities.

7

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.

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.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

The Company’s mobile application sales are derived from advertising revenues, and in-app purchases. Revenue related to multi-media downloads is fully recognized when the above criteria are met. The revenue is recognized on a net basis.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received from a third party. The terms of receivables are typically 30 days after sale. During the nine months ended February 28, 2019, the Company recorded bad debt of $3,951. As of February 28, 2019, and Mary 31, 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable and recorded no bad debt expense.

Recently Issued Accounting Pronouncements

Per the Company’s review of the recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC, the Company notes no pronouncements that have a material impact on the Company’s financial statements.

8

NOTE 2 – 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 Company has incurred net losses since inception on April 20, 2013 through February 28, 2019 totaling $150,472 and has negative working capital at February 28, 2019. 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 related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

NOTE 3 – COMMON STOCK

During the nine months ended February 28, 2019, there were no issuances of common stock.

As of February 28, 2019 and May 31, 2018, common shares issued and outstanding are 14,100,000.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the nine months ended February 28, 2019 and 2017, the Company received loans from a shareholder of $34,630 and $52,720, respectively.

The balance due to the shareholders was $78,259 and $43,629 as of February 28, 2019, and May 31, 2018. The loans were unsecured, non-interest bearing and due on demand.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. For the period ended February 28, 2019, no litigation matters were noted.

9

NOTE 6 – DISCONTINUED OPERATIONS

During the nine months ended February 28, 2019, the Company disposed of its subsidiary that focused on online mobile applications. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this business in discontinued operations.

The following table shows the results of operations which are included in the loss from discontinued operations:

	For the Three Months Ended						For the Nine Months Ended
	February 28,						February 28,
	2019			2018			2019			2018
Revenues	$	-		$	5,834		$	555		$	5,834
Cost of Goods Sold		-			3,363			-			3,363
Gross Profit		-			2,471			555			2,471
Operating Expenses
General and administration		3,951			-			3,951			-
Impairment		-			35,000			-			35,000
Total operating expenses		3,951			35,000			3,951			35,000
Net loss from operations		(3,951	)		(32,529	)		(3,396	)		(32,529	)
Provision for income taxes					-			-			-
Loss from discontinued operations	$	(3,951	)	$	(32,529	)	$	(3,396	)	$	(32,529	)

NOTE 7 – SUBSEQUENT EVENTS

Management has evaluated potential subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred that require disclosure.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean UpperSolution.com, a Nevada corporation and our wholly-owned subsidiary Analog Nest Technologies, Inc, a Nevada corporation, unless otherwise indicated.

Overview

UpperSolution.com was incorporated in the State of Nevada on April 20, 2013 with the principal business objective of creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

On January 10, 2018, our company, Analog Nest Technologies, Inc. (“Analog Nest”) and the shareholders of Analog (the “Analog Nest Shareholders”) closed a transaction pursuant a share exchange agreement dated January 10, 2018, whereby our company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock our company issued 100,000 shares of our common stock to the Analog Nest Shareholders.

Analog Nest was incorporated in the State of Nevada on September 8, 2017 as a mobile application (“app”) company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms. In December 2017, Analog Nest acquired the following apps: Old Fart Booth, Old Fart Booth Pro, Ugly Face Booth, Ugly Santa Booth, Baldy – Bald Photo Booth, Fatty – Make Funny Fat Faces, Slender Man Scary Prank, Anime Booth, Anime Booth Free, Minecart Mayhem, Pimp My Pet, Pimp My Dog, Cavity Detector – Scary Prank, Mustacher, Alex From Target, A Farm Animal Salon, Mustacher Pro, Pimp My Cat, and Animal Dress Up Salon.

Product Lines

Analog Nest operates primarily in the computer/software applications industry and specifically in the development of Android and iOS apps for mobile devices. In the past five years the number of total apps on the Google Play Store has increased from around 200,000 in 2011 to around 1.6 million in 2015 and currently about 2 million apps in the Apple’s App store as well. The Google Play Store and Apple’s App Store are generally referred to herein as an “App Store”.

11

Analog Nest generates revenue from selling certain apps in the App Stores and from displaying advertisements in certain applications. Approximately eighty percent (80%) of Analog Nest revenue is generated from the sales of Apps and the remaining revenue comes for advertising.

We have not declared bankruptcy, been involved in receivership or any similar proceeding.

Our office is located at 244 Madison Avenue, New York, NY 10016-2817 and our telephone number is (802) 255-4212. We do not own any property and we do not have a corporate website.

Results of Operations

The following discussion of our financial condition and results of operation for the period ended February 28, 2019 and 2018 and the years ended May 31, 2018 and 2017 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report on Form 8-K.

Three months ending February 28, 2019 compared to three months ending February 28, 2018:

	Three Months Ended
	February 28,
	2019			2018			Change
Revenue	$	-		$	-		$	-
Operating Expenses
General and administrative expenses		450			554			(104	)
Professional fees		4,799			3,060			1,739
Loss from discontinued operations		(3,951	)		(32,529	)		28,578
Net Loss	$	(9,200	)	$	(36,143	)	$	26,943

Revenue

We have not generated any revenues for the three months ended February 28, 2019 and 2018.

Operating expense

Operating expenses for three months ended February 28, 2019 included general and administrative expenses of $450, and professional fees of $4,799, respectively. Operating expenses for three months ended February 28, 2018 included general and administrative expenses of $554, and professional fees of $3,060, respectively.

Loss from discontinued operations

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. During the three months ended February 28, 2019 and 2018, the Company recorded loss from discontinued operations of $3,951 and $32,529, respectively.

Net income

Net loss totaled $9,200 for the three months ended February 28, 2019, compared to a net loss for the three months ended February 28, 2018 of $36,143.

Nine months ending February 28, 2019 compared to Nine months ending February 28, 2018:

	For the Nine Months Ended
	February 28,
	2019			2018			Change
Revenue	$	-		$	-		$	-
Operating Expenses
General and administrative expenses		1,350			554			796
Professional fees		27,370			8,060			19,310
Loss from discontinued operations		(3,396	)		(32,529	)		29,133
Net Loss	$	(32,116	)	$	(41,143	)	$	9,027

12

Revenue

We have not generated any revenues for the nine months ended February 28, 2019 and 2018.

Operating expense

Operating expenses for nine months ended February 28, 2019 included general and administrative expenses of $1,350, and professional fees of $554, respectively. Operating expenses for nine months ended February 28, 2018 included general and administrative expenses of $554, and professional fees of $8,060, respectively.

Loss from discontinued operations

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc. During the nine months ended February 28, 2019 and 2018, the Company recorded loss from discontinued operations of $3,951 and $32,529, respectively.

Net income

Net loss totaled $32,116 for the nine months ended February 28, 2019, compared to a net loss for the nine months ended February 28, 2018 of $41,143.

Liquidity and Capital Resources

Working Capital

	February 28,			May 31,
	2019			2018			Change
Current Assets	$	-		$	3,396			(3,396	)
Current Liabilities	$	78,859		$	50,139			28,720
Working Capital Deficiency	$	(78,859	)	$	(46,743	)		(32,116	)

The change in working capital deficiency during the period ended February 28, 2019 was primarily a result of an increase of due to related party amounts and a decrease in accounts receivable.

Cash Flows

	For the Nine Months Ended
	February 28,
	2019			2018
Cash Flows used in Operating Activities	$	(34,630	)	$	(52,820	)
Cash Flows used in Investing Activities		-			-
Cash Flows from Financing Activities		34,630			52,820
Net change in Cash During Period	$	-		$	-

Cash Flow from Operating Activities

During the nine months ended February 28, 2019, our company used $34,630 in cash from operating activities, compared to $52,820 cash used in operating activities during the nine months ended February 28, 2018. The cash used from operating activities for the nine months ended February 28, 2019 was attributed to a net loss of $32,116, offset by bad debt of $3,951, an increase in accounts receivable of $555 and a decrease in accounts payable of $5,910.

13

Cash Flow from Investing Activities

There were no cash flows from investing activities for the nine months ended February 28, 2019, or 2018.

Cash Flow from Financing Activities

During the nine months ended February 28, 2019 our company received $34,630 from financing activities compared to $52,820 provided by financing activities during the nine months ended February 28, 2018. The cash flow for financing activities for the nine months ended February 28, 2019, was a result of due to shareholder of $34,630.

Off-Balance Sheet Arrangements

We have no 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 is material to stockholders.

Going Concern

We have incurred net loss since our inception on April 20, 2013 through February 28, 2019 totaling $150,472 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended May 31, 2018 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation Of Disclosure Controls And Procedures

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of February 28, 2019, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, our President (our Principal Executive Officer and Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of February 28, 2019, our company’s disclosure controls and procedures were not effective and do not provide reasonable assurance that material information related to our company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

14

Management’s Report On Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of February 28, 2019. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our management concluded that, as of February 28, 2019, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

This quarterly report does not include an attestation report of our company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to rules of the SEC that permit our company to provide only management’s report in this quarterly report.

Changes In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended February 28, 2019 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

15

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

16

Item 6. Exhibits

Exhibit Number	Description
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

_______

* Filed herewith.

** Furnished herewith.

17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	UPPERSOLUTION.COM
	(Registrant)
Dated: April 19, 2019	/s/ Kevin So
	Kevin So
	President, Chief Executive Officer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin So, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of UpperSolution.com;
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(s) 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 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; and

5. The registrant's other certifying officer(s) 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 functions):

(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: April 19, 2019

/s/ Kevin So

Kevin So

President, Chief Executive Officer, Secretary and Director

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin So, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of UpperSolution.com for the period ended February 28, 2019 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of UpperSolution.com.

Dated:  April 19, 2019	/s/ Kevin So
	Kevin So
	President, Chief Executive Officer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	UpperSolution.com

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to UpperSolution.com and will be retained by UpperSolution.com and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2019	Apr. 19, 2019
Document And Entity Information
Entity Registrant Name	UpperSolution.com
Entity Central Index Key	0001584480
Document Type	10-Q
Document Period End Date	Feb. 28, 2019
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity's Reporting Status Current?	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		14,100,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false

XML

BALANCE SHEETS - USD ($)	Feb. 28, 2019	May 31, 2018
Current Assets
Accounts receivable from discontinued operation		$ 3,396
Total Current Assets		3,396
Total Assets		3,396
Current Liabilities
Accounts payable	600	6,510
Due to related parties	78,259	43,629
Total Current Liabilities	78,859	50,139
Total Liabilities	78,859	50,139
STOCKHOLDERS' DEFICIT
Common Stock: $0.001 par value, 75,000,000 shares authorized, 14,100,000 shares issued and outstanding as of February 28, 2019 and May 31, 2018	14,100	14,100
Additional paid-in capital	57,513	57,513
Accumulated deficit	(150,472)	(118,356)
Total Stockholders' Deficit	(78,859)	(46,743)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$ 3,396

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 28, 2019	May 31, 2018
STOCKHOLDERS' DEFICIT
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	14,100,000	14,100,000
Common stock, shares outstanding	14,100,000	14,100,000

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Statements Of Operations
Revenues
Cost of Goods Sold
Gross Profit
Operating Expenses
General and administration	450	554	1,350	554
Professional	4,799	3,060	27,370	8,060
Total operating expenses	5,249	3,614	28,720	8,614
Net loss from operations	(5,249)	(3,614)	(28,720)	(8,614)
Net loss before taxes	(5,249)	(3,614)	(28,720)	(8,614)
Provision for income taxes
Loss from Continued Operations	(5,249)	(3,614)	(28,720)	(8,614)
Discontinued operations
Loss from discontinued operations	(3,951)	(32,529)	(3,396)	(32,529)
Loss from Discontinued Operations, Net of Tax Benefits	(3,951)	(32,529)	(3,396)	(32,529)
Net loss	$ (9,200)	$ (36,143)	$ (32,116)	$ (41,143)
Net Loss Per Common Share - Basic and Diluted
Discontinued operations	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Net loss	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted Average Common Shares Outstanding	14,100,000	14,055,556	14,100,000	14,018,248

XML

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at May. 31, 2017	14,000,000
Beginning Balance, Amount at May. 31, 2017	$ 14,000	$ 41,400	$ (66,613)	$ (11,213)
Net loss			(3,000)	(3,000)
Ending Balance, Shares at Aug. 31, 2017	14,000,000
Ending Balance, Amount at Aug. 31, 2017	$ 14,000	41,400	(69,613)	(14,213)
Beginning Balance, Shares at May. 31, 2017	14,000,000
Beginning Balance, Amount at May. 31, 2017	$ 14,000	41,400	(66,613)	(11,213)
Net loss				(41,143)
Ending Balance, Shares at Feb. 28, 2018	14,100,000
Ending Balance, Amount at Feb. 28, 2018	$ 14,100	57,513	(107,756)	(36,143)
Beginning Balance, Shares at Aug. 31, 2017	14,000,000
Beginning Balance, Amount at Aug. 31, 2017	$ 14,000	41,400	(69,613)	(14,213)
Net loss			(2,000)	(2,000)
Ending Balance, Shares at Nov. 30, 2017	14,000,000
Ending Balance, Amount at Nov. 30, 2017	$ 14,000	41,400	(71,613)	(16,213)
Forgiveness of loans with previous related party, Amount		16,213		16,213
Common shares issued for acquisition, Shares	100,000
Common shares issued for acquisition, Amount	$ 100	(100)
Net loss				(36,143)
Ending Balance, Shares at Feb. 28, 2018	14,100,000
Ending Balance, Amount at Feb. 28, 2018	$ 14,100	57,513	(107,756)	(36,143)
Beginning Balance, Shares at May. 31, 2018	14,100,000
Beginning Balance, Amount at May. 31, 2018	$ 14,100	57,513	(118,356)	(46,743)
Net loss			(8,915)	(8,915)
Ending Balance, Shares at Aug. 31, 2018	14,100,000
Ending Balance, Amount at Aug. 31, 2018	$ 14,100	57,513	(127,271)	(55,658)
Beginning Balance, Shares at May. 31, 2018	14,100,000
Beginning Balance, Amount at May. 31, 2018	$ 14,100	57,513	(118,356)	(46,743)
Net loss				(32,116)
Ending Balance, Shares at Feb. 28, 2019	14,100,000
Ending Balance, Amount at Feb. 28, 2019	$ 14,100	57,513	(150,472)	(78,859)
Beginning Balance, Shares at Aug. 31, 2018	14,100,000
Beginning Balance, Amount at Aug. 31, 2018	$ 14,100	57,513	(127,271)	(55,658)
Net loss			(14,001)	(14,001)
Ending Balance, Shares at Nov. 30, 2018	14,100,000
Ending Balance, Amount at Nov. 30, 2018	$ 14,100	57,513	(141,272)	(69,659)
Net loss			(9,200)	(9,200)
Ending Balance, Shares at Feb. 28, 2019	14,100,000
Ending Balance, Amount at Feb. 28, 2019	$ 14,100	$ 57,513	$ (150,472)	$ (78,859)

XML

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		70 Months Ended
	Feb. 28, 2019	Aug. 31, 2018	Feb. 28, 2018	Aug. 31, 2017	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019
Cash Flows from Operating Activities:
Net loss	$ (9,200)	$ (8,915)	$ (36,143)	$ (3,000)	$ (32,116)	$ (41,143)	$ (150,472)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt					3,951
Changes in operating assets and liabilities:
Accounts receivable					(555)	(2,471)
Accounts payable					(5,910)	(9,206)
Net Cash Used in Operating Activities					(34,630)	(52,820)
Cash Flows from Financing Activities:
Issuance of common shares for acquisition						100
Due to related party					34,630	52,720
Net Cash Provided By Financing Activities					34,630	52,820
Net Change in Cash and Cash Equivalents
Cash and Cash Equivalents, beginning of period
Cash and Cash Equivalents, end of period
Supplemental Disclosure Information:
Cash paid for interest
Cash paid for taxes
Non-Cash Disclosure:
Forgiveness of debt by previous related party to contributed capital						$ 16,213

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Feb. 28, 2019

Notes to Financial Statements

NOTE 1 - 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.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended February 28, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2018 filed with the SEC on November 8, 2018.

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 creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s future business plans.

On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.

Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.

Disposal of business

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.

The company is currently evaluating future business opportunities.

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.

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.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

The Company’s mobile application sales are derived from advertising revenues, and in-app purchases. Revenue related to multi-media downloads is fully recognized when the above criteria are met. The revenue is recognized on a net basis.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received from a third party. The terms of receivables are typically 30 days after sale. During the nine months ended February 28, 2019, the Company recorded bad debt of $3,951. As of February 28, 2019, and Mary 31, 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable and recorded no bad debt expense.

Recently Issued Accounting Pronouncements

Per the Company’s review of the recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC, the Company notes no pronouncements that have a material impact on the Company’s financial statements.

XML

GOING CONCERN

9 Months Ended

Feb. 28, 2019

Notes to Financial Statements

NOTE 2 - 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 Company has incurred net losses since inception on April 20, 2013 through February 28, 2019 totaling $150,472 and has negative working capital at February 28, 2019. 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 related party proceeds. For the coming year, the Company plans to continue to fund the Company through related party issuances, debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.

XML

COMMON STOCK

9 Months Ended

Feb. 28, 2019

Notes to Financial Statements

NOTE 3 - COMMON STOCK

During the nine months ended February 28, 2019, there were no issuances of common stock.

As of February 28, 2019 and May 31, 2018, common shares issued and outstanding are 14,100,000.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Feb. 28, 2019

Notes to Financial Statements

NOTE 4 - RELATED PARTY TRANSACTIONS

During the nine months ended February 28, 2019 and 2017, the Company received loans from a shareholder of $34,630 and $52,720, respectively.

The balance due to the shareholders was $78,259 and $43,629 as of February 28, 2019, and May 31, 2018. The loans were unsecured, non-interest bearing and due on demand.

XML

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Feb. 28, 2019

Notes to Financial Statements

NOTE 5 - COMMITMENTS AND CONTINGENCIES

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company’s financial position or results of operations. For the period ended February 28, 2019, no litigation matters were noted.

XML

DISCONTINUED OPERATIONS

9 Months Ended

Feb. 28, 2019

Notes to Financial Statements

NOTE 6 - DISCONTINUED OPERATIONS

During the nine months ended February 28, 2019, the Company disposed of its subsidiary that focused on online mobile applications. The change of the business qualified as a discontinued operation of the Company and accordingly, the Company has excluded results of the operations from its Consolidated Statements of Operations to present this business in discontinued operations.

The following table shows the results of operations which are included in the loss from discontinued operations:

	For the Three Months Ended						For the Nine Months Ended
	February 28,						February 28,
	2019			2018			2019			2018
Revenues	$	-		$	5,834		$	555		$	5,834
Cost of Goods Sold		-			3,363			-			3,363
Gross Profit		-			2,471			555			2,471
Operating Expenses
General and administration		3,951			-			3,951			-
Impairment		-			35,000			-			35,000
Total operating expenses		3,951			35,000			3,951			35,000
Net loss from operations		(3,951	)		(32,529	)		(3,396	)		(32,529	)
Provision for income taxes					-			-			-
Loss from discontinued operations	$	(3,951	)	$	(32,529	)	$	(3,396	)	$	(32,529	)

XML

SUBSEQUENT EVENTS

9 Months Ended

Feb. 28, 2019

Notes to Financial Statements

NOTE 7 - SUBSEQUENT EVENTS

Management has evaluated potential subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred that require disclosure.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Feb. 28, 2019

Summary Of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended February 28, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended May 31, 2018 filed with the SEC on November 8, 2018.

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 creating an independent and unbiased mobile app that enables consumers to find the best cellular rate plan for their need and getting real-time notifications when a new cellular plan is available.

The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s future business plans.

On January 10, 2018, the Company, Analog Nest Technologies, Inc., and the shareholders of Analog Nest Technologies, Inc. closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby the Company acquired 100% of the outstanding shares of common stock of Analog Nest (the “Analog Nest Stock”) from the Analog Nest Shareholders. In exchange for the Analog Nest Stock the Company issued 100,000 shares of its common stock. The Company’s Director and Chief Executive Officer held all of the shares of Analog Nest Technologies, Inc. at the time of the transaction.

Analog Nest was incorporated in the State is a mobile application company focused on utility/entertainment apps for Google’s Android and Apple’s iOS platforms.

Disposal of business

On December 1, 2018, the Company disposed of its mobile application company subsidiary, Analog Nest Technologies, Inc.

The company is currently evaluating future business opportunities. 

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.

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.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

The Company’s mobile application sales are derived from advertising revenues, and in-app purchases. Revenue related to multi-media downloads is fully recognized when the above criteria are met. The revenue is recognized on a net basis.

Accounts Receivable

The Company records accounts receivable in accordance with ASC 310, “Receivables.” Receivables consist of mobile application sales that have been made, but cash has not yet been received from a third party. The terms of receivables are typically 30 days after sale. During the nine months ended February 28, 2019, the Company recorded bad debt of $3,951. As of February 28, 2019, and Mary 31, 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable and recorded no bad debt expense.

Recently Issued Accounting Pronouncements

Per the Company’s review of the recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC, the Company notes no pronouncements that have a material impact on the Company’s financial statements.

XML

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Feb. 28, 2019

Discontinued Operations

Schedule of discontinued operations

	For the Three Months Ended						For the Nine Months Ended
	February 28,						February 28,
	2019			2018			2019			2018
Revenues	$	-		$	5,834		$	555		$	5,834
Cost of Goods Sold		-			3,363			-			3,363
Gross Profit		-			2,471			555			2,471
Operating Expenses
General and administration		3,951			-			3,951			-
Impairment		-			35,000			-			35,000
Total operating expenses		3,951			35,000			3,951			35,000
Net loss from operations		(3,951	)		(32,529	)		(3,396	)		(32,529	)
Provision for income taxes					-			-			-
Loss from discontinued operations	$	(3,951	)	$	(32,529	)	$	(3,396	)	$	(32,529	)

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		9 Months Ended
	Jan. 10, 2018	Feb. 28, 2019	Feb. 28, 2018
State Country Name		State of Nevada
Date of Incorporation		Apr. 20, 2013
Bad debt		$ 3,951
Analog Nest Technologies, Inc. [Member]
Acquired shares of common stock percentage	100.00%
Exchange shares of common stock	100,000

XML

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended		70 Months Ended
	Feb. 28, 2019	Nov. 30, 2018	Aug. 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2017	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019
Going Concern
Net loss	$ (9,200)	$ (14,001)	$ (8,915)	$ (36,143)	$ (2,000)	$ (3,000)	$ (32,116)	$ (41,143)	$ (150,472)

XML

COMMON STOCK (Details Narrative) - shares	Feb. 28, 2019	May 31, 2018
Common Stock Details Narrative Abstract
Common stock, shares issued	14,100,000	14,100,000
Common stock, shares outstanding	14,100,000	14,100,000

XML

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	May 31, 2018
Related Party Transactions
Proceeds from related party debt	$ 34,630	$ 52,720
Due to related parties	$ 78,259		$ 43,629

XML

DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2019	Feb. 28, 2018	Feb. 28, 2019	Feb. 28, 2018
Revenues
Cost of Goods Sold
Gross Profit
Operating Expenses
General and administration	450	554	1,350	554
Total operating expenses	5,249	3,614	28,720	8,614
Net loss from operations	(5,249)	(3,614)	(28,720)	(8,614)
Provision for income taxes
Loss from discontinued operations	(3,951)	(32,529)	(3,396)	(32,529)
Discontinued Operations [Member]
Revenues		5,834	5,834	555
Cost of Goods Sold		3,363	3,363
Gross Profit		2,471	2,471	555
Operating Expenses
General and administration	3,951			3,951
Impairment		35,000	35,000
Total operating expenses	3,951	35,000	35,000	3,951
Net loss from operations	(3,951)	(32,529)	(32,529)	(3,396)
Provision for income taxes
Loss from discontinued operations	$ (3,951)	$ (32,529)	$ (32,529)	$ (3,396)