TIPMEFAST, INC.
Statements of Cash Flows
| For the Three Months Ended
March 31,
|
| 2024
|
| 2023
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
Net Loss for the Year
| $
| (7,216)
|
| $
| (3,250)
|
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
|
|
|
|
|
|
Increase (Decrease) in Accounts Payable
|
| 2,550
|
|
| (2,900)
|
Increase (Decrease) in Accrued Expenses
|
| -
|
|
| 2,000
|
Net Cash Used in Operating Activities
|
| (4,666)
|
|
| (4,150)
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
Net Cash Provided by Investing Activities
|
| -
|
|
| -
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
Proceeds from related party
|
| 4,666
|
|
| 4,150
|
Net Cash Provided by Financing Activities
|
| 4,666
|
|
| 4,150
|
|
|
|
|
|
|
Net Increase in Cash, Cash Equivalents, and Restricted Cash
|
| -
|
|
| -
|
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year
|
| -
|
|
| -
|
Cash, Cash Equivalents, and Restricted Cash at End of Year
| $
| -
|
| $
| -
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
Interest Paid in Cash
| $
| -
|
| $
| -
|
Income Taxes paid in Cash
| $
| -
|
| $
| -
|
The accompanying notes are an integral part of these unaudited financial statements.
5
TIPMEFAST, INC.
Notes to the Unaudited Financial Statements
March 31, 2024
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
TipMeFast, Inc. (“the Company”, “we”, “us” or “our”) was incorporated on December 5, 2017 in the State of Nevada. The Company was created to be the simplest way to get paid or pay anyone from a mobile device. With this application you can pay a bartender, barista, server, musician, valet attendant, concierge, traveling pet groomer, nail technician or pool service but have no cash. The Company is a solution to pay and to get paid without exchanging personal information.
Our executive offices are located at HaShmura St. 1, ZihronYa’akov, Israel.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a development-stage company, the Company had no revenues and incurred losses as of March 31, 2024. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three months ended March 31, 2024.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of six months or less to be cash equivalents. The Company had $0 of cash as at March 31, 2024.
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.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The ASC 606’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1:defined as observable inputs such as quoted prices in active markets;
Level 2:defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash approximates its fair value due to its short-term maturity.
Basic and Diluted Net Loss per Common Share
Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average.
Number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of March 31, 2024, there were no differences between our comprehensive loss and net loss.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
NOTE 4 - STOCKHOLDERS’ EQUITY
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On December 5, 2017, the Company issued a total of 3,000,000 common shares to its founder for a cash contribution of $21,000.
During the quarter ended December 31, 2018, the Company issued a total of 1,170,000 common shares to various investors for cash proceeds of $29,250.
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During the quarter ended March 31, 2019, the Company issued a total of 1,430,000 common shares to various investors for cash proceeds of $35,750. During this shares issue, $35 was received in excess from an investor which has showed in subscription received in balance sheet. It was repaid to the investor subsequently.
There were 5,600,000 and 5,600,000 shares of common stock issued and outstanding as of March 31, 2024, and December 31, 2023, respectively.
NOTE 5 - COMMITMENT AND CONTINGENCIES
The company is not currently involved with and does not know of any pending or threatening litigation against the Company.
NOTE 6 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 2021, the company received $1,000 from Raid Chalil, President and Director of the Company towards Company operating expenses.
During the year ended December 31, 2022, the company received $5,800 from Raid Chalil, President and Director of the Company towards Company operating expenses.
During the three months ended, March 31, 2023, the Company received $4,150 from Raid Chalil, President and Director of the Company towards Company operating expenses.
During the three months ended, June 30, 2023, the Company received $1,500 from Raid Chalil, President and Director of the Company towards Company operating expenses.
During the three months ended, September 30, 2023, the Company received $1,500 from Raid Chalil, President and Director of the Company towards Company operating expenses.
During the three months ended, December 31, 2023, the Company received $2,400 from Raid Chalil, President and Director of the Company towards company operating expenses.
During the three months ended, March 31, 2024, the Company received $4,666 from Raid Chalil, President and Director of the Company towards Company operating expenses.
As at March 31, 2024 and December 31, 2023, the Company owed $21,016 and $16,350, respectively to Raid Chalil, President and Director of the Company, which is unsecured, non-interest bearing and due on demand.
NOTE 7 - SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after March 31, 2024, through May 16, 2024. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended March 31, 2024.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our unaudited financial statement as of March 31, 2024, that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments.
Going Concern
The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary.
Plan of Operation
Liquidity and Capital Resources
As of March 31, 2024, the company has $0 in total assets. As of March 31, 2024, the company has $40,281 in liabilities and an accumulated deficit of $126,296. As of December 31, 2023, the company has $0 in total assets. As of December 31, 2023, the company has $33,065 in liabilities and an accumulated deficit of $119,080.
Net cash used in operating activities for the three months period ended March 31, 2024, and 2023 was $4,666 and $4,150 respectively. Cash flows from financing activities for the three months period ended March 31, 2024, and 2023 was $4,666 and $4,150 respectively.
We have no material commitments for the next twelve months. We will however require additional capital to meet our liquidity needs. Currently, the Company has determined that its anticipated monthly cash flow needs should not exceed of $6,000 per month for the first 6 months of 2024. Expenses are expected to increase marginally in the second half of 2023.
It is anticipated that the app can be completed and operational in approximately 6 months and a full marketing campaign in place within 3 months after that. In the event that the full proceeds of the offering are not raised, the timing of the rollout will be slowed as discussed above in Business.
The Company’s projected capital needs and its projected increase in expenses are based upon the Company’s projected roll-out of generating sites over the coming twelve months, however, in the event that the full offering proceeds are not raised, the Company would roll-out new of generating sites at a slower pace and/or focus its energies on the refinement of existing sites to maximum their productivity. The Company’s success does not depend on a scheduled roll-out and therefore it has flexibility to scale back its expenses to meet actual income.
It is anticipated that the company will receive increasing revenues from operations in the coming year, however, since the Company has not earned any revenues to date, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming twelve months. The Issuer has no agreements or understandings for any of the above-listed financing options.
The Company has no intention in investing in short-term or long-term discretionary financial programs of any kind.
13
Results of Operations
Overview for the three months ended March 31, 2024, and 2023
Lack of Revenues
We have limited operational history. For the three months ended March 31, 2024, and 2023 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.
Operating Expenses
The Company’s operating expenses for the three months ended March 31, 2024, and 2023 were $7,216 and $3,250 respectively. Operating expenses consisted of professional fees $4,380 and general and administrative expenses $2,836 for the three months ended March 31, 2024. Operating expenses consisted of professional fees $1,250 and general and administrative expenses $2,000 for the three months ended March 31, 2023.
Net Loss
During the three months ended March 31, 2024, and 2023 the Company incurred a net loss of $7,216 and $3,250 respectively.
The company recorded a cumulative net loss of $126,296 for the period from inception on December 5, 2017, to March 31, 2024.
Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern, due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the Company’s revenues of recognized trends and uncertainties in our market will not be recognized until such time as the Company has had sufficient operations to provide a baseline.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Equipment, Furniture and Leasehold Improvements. Equipment, furniture and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives, ranging from three to seven years, or the life of the lease, as appropriate.
Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is
14
measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.
Revenue Recognition. The Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and (iv) collectability of the fees is reasonably assured.
Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. As of March 31, 2024, there were no share equivalents outstanding.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable to Smaller Reporting Companies.
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 March 31, 2024, 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 (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of a March 31, 2024, 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.
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 the 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 the Company are being made only in accordance with authorizations of management and directors of the Company; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the 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 March 31, 2024. 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 March 31, 2024, 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 the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the
15
Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual 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 first quarter ended March 31, 2024, that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal actions pending against us nor any legal actions contemplated by us at this time.
Item 1A. Risk Factors
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
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
Item 6. Exhibits
Exhibit
|
| Description
|
|
|
|
31.1
|
| Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
| Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
| Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
|
32.2
|
| Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
|
|
|
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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
|
16
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.
| TipMeFast, INC.
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|
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Dated: May 16, 2024
| By:
| /s/ Raid Chalil
|
|
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| Raid Chalil
|
|
|
| President, Secretary, Treasurer, CEO, Principal Executive Officer, Chief Financial Officer, Director
|
|
Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
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| Title
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| Date
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|
/s/ Raid Chalil
|
| Chief Executive Officer
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| May 16, 2024
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Raid Chalil
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| Chief Financial Officer
|
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|
17
Exhibit 31.1
TipMeFast, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Raid Chalil, the Chief Executive Officer of TipMeFast, Inc., certify that:
1.I have reviewed the quarterly report on Form 10-Q of TipMeFast, Inc., for the quarter ended March 31, 2024;
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, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The issuer’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 for the issuer 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 issuer, 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 issuer’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 small business issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’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 issuer’s internal control over financial reporting.
Date: May 16, 2024
/s/ Raid Chalil
Raid Chalil
Chief Executive Officer
Exhibit 31.2
TipMeFast, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Raid Chalil, the Chief Financial Officer of TipMeFast, Inc., certify that:
1.I have reviewed the quarterly report on Form 10-Q of TipMeFast, Inc., for the quarter ended March 31, 2024;
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, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The issuer’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 for the issuer 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 issuer, 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 issuer’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 small business issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’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 issuer’s internal control over financial reporting.
Date: May 16, 2024
/s/ Raid Chalil
Raid Chalil
Chief Financial Officer
