ITEM 1. BUSINESS
On April 17, 2012, Mr. Vagner Gomes Tome, our former executive officer and former director, incorporated the Company in the State of Nevada and established a fiscal year end of April 30th. On May 23, 2013, the Company accepted the resignation of Mr. Vagner Gomes Tome as the sole director and officer of the Company and accepted the appointment of Mr. Francisco Ariel Acosta to serve in his stead.
On October 4, 2017, the Company changed its name from Line Up Advertisement, Inc. to Tactical Services, Inc.
On October 23, 2017, Tactical Services, Inc., a Nevada corporation (the “Company” or “TTSI”) entered into an Asset Acquisition Agreement (the “Original Agreement”) with Thomas Li, an individual (“Mr. Li”) and Nathan Xian, an individual (“Mr. Xian”) (collectively Mr. Li and Mr. Xian are refereed to hereinafter as the “Inventors”). TTSI was to purchase various assets owned by the Inventors relating the development, sales, marketing and distribution of Unmanned Ariel Vehicles (“UAV” or “Drones”). Pursuant to the Original Agreement, the Company was to acquire one hundred percent (100%) of the assets then owned by the Inventors in exchange for the issuance of an aggregate of 60,000,000 restricted shares of the Company’s common stock (“TTSI Shares”) to the Inventors.
However, on August 24, 2018, the Company and the Inventors entered into a Termination Agreement (the “Termination Agreement”), terminating the Original Agreement. The Termination Agreement was the direct result of a material breach of the terms and conditions of the Original Agreement. Specifically, the Inventors, pursuant to Section 2.01 of the Original Agreement, were to “sell, transfer, convey, assign and deliver…” various assets to the Company. As of the date of termination, the Inventors have been unsuccessful in fulfilling their obligations under the terms and conditions of the Original Agreement. The effect of the Termination Agreement is that the Original Agreement is rendered null and void and shall have no legal effect whatsoever, without any liability or obligation on the part of any party to the Original Agreement.
The Agreement contained a post-closing condition such that the Company’s majority shareholder cancelled 50,000,000 shares of the Company’s restricted common stock then currently beneficially owned, such stock was cancelled and returned to the Company’s treasury.
The foregoing summary is a description of the terms of the Original Agreement and the Termination Agreement which may not contain all information that is of interest to the reader. For further information regarding specific terms and conditions of the Original Agreement and the Termination Agreement which were filed with the SEC on October 25, 2017, as Exhibit 10.01 to the Company’s Current Report on Form 8-K and on August 28, 2018, as Exhibit 10.02 to the Company’s Current Report on Form 8-K respectively, both of which are incorporated herein by this reference.
We are currently seeking acquisition partners in order to provide value for our current shareholders. As of the date of this Report we have not identified any potential acquisition candidates or entered into any negotiations relating to the same.
ITEM 1A.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2.
ITEM 2. PROPERTIES
We do not own any real estate or other properties. The Company has no rent or leased office. Such work is done at the director’s home, free of charge.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for Registrant’s Common Equity
The Company trades on the United States Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “TTSI”. The table below sets forth the high and low sales prices of the Company’s Common Shares quoted on the OTCBB during the periods indicated. The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not reflect actual transactions.
The closing sales price of the Company’s Common Shares on April 30, 2018 as reported on the OTCBB was $0.01 per share.
Approximate Number of Holders of Common Stock
As of April 30, 2018, the Company had 1 active shareholder of record. The Company has not paid cash dividends and has no outstanding options.
Dividends
We have not declared any cash dividends in the two most recent fiscal years. The declaration of future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the near future.
Securities Authorized for Issuance Under Equity Compensation Plans
There are no options, warrants or convertible securities outstanding pursuant to an equity compensation plan.
Recent Sales of Unregistered Securities
None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 7.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.
This annual report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward-looking statement.
Results of Operations for the Years Ended April 30, 2018 and 2017
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended April 30, 2018 and 2017 which are included herein.
Our operating results for the years ended April 30, 2018 and 2017 are summarized as follows:
Operating Revenues
During the years ended April 30, 2018 and 2017, our company did not record any revenues.
Operating Expenses and Net Loss
Operating expenses for the year ended April 30, 2018 were $50,634 compared to $27,291 for the year ended April 30, 2017. The increase in operating expenses was due to an increase of $19,592 for office and general expenditures due to higher transfer agent costs from cancellation of common shares and DTC eligibility costs as well as an increase of $3,751 in professional fees due to additional legal fees incurred for a proposed acquisition transaction that did not finalize.
During the year ended April 30, 2018, we incurred a net loss of $50,634 or $nil loss per share compared to a net loss of $27,291 or
$nil per share for the year ended April 30, 2017.
Liquidity and Capital Resources
Working Capital
At
At
April 30,
April 30,
Current Assets
$
-
$
-
Current Liabilities
$
170,601
$
119,967
Working Capital (deficit)
$
(170,601)
$
(119,967)
Cash Flows
Year Ended
Year Ended
April 30,
April 30,
Cash used in Operating Activities
$
(62,651)
$
(19,379)
Cash used in Investing Activities
$
-
$
-
Cash provided by Financing Activities
$
62,651
$
19,379
Net Increase (Decrease) in Cash
$
-
$
-
As at April 30, 2018 and 2017, the Company had no cash or assets in the Company.
As at April 30, 2018, we had total liabilities of $170,601 compared with $119,967 as at April 30, 2017. The increase in total liabilities was attributed to $62,651 of additional funding from related parties to support our ongoing operating activities offset by a decrease of
$12,017 in accounts payable and accrued liabilities relating to timing differences between the payment of outstanding obligations as they become due.
As at April 30, 2018, we had a working capital deficit of $170,601 compared with a working capital deficit of $119,967 as at April 30, 2017. The increase in working capital deficit was due to operating expenditures incurred during the year which were funded by financing from related parties.
Cashflow from Operating Activities
During the year ended April 30, 2018, we used $62,651 of cash for operating activities as compared to $19,379 during the year ended April 30, 2017. The increase is due to the fact that the Company received more funding from related parties during the period to support an increase in operating activity.
Cashflow from Financing Activities
During the year ended April 30, 2018, the Company received $62,651 of financing from related parties as compared to $19,379 from related parties during the year ended April 30, 2017.
Trends
We are in the pre-development stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Inflation
The effect of inflation on our revenues and operating results has not been significant.
Critical Accounting Policies
Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to US GAAP.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements included in this annual report under this item are set forth beginning on Page of this Annual Report, immediately following the signature pages.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our sole executive officer (who is our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of April 30, 2018 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of April 30, 2018 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.
Management’s Report on Internal Control Over Financial Reporting
Our 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. Under the supervision and with the participation of our management, which currently consists of our sole executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO” - 2013) and SEC guidance on conducting such assessments. Our management concluded, as of April 30, 2018, that our internal control over financial reporting was not effective. Management realized there were deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.
In performing the above-referenced assessment, management had concluded that as of April 30, 2018, there were deficiencies in the design or operation of our internal control that adversely affected our internal controls which management considers to be material weaknesses including those described below:
i)Lack of Formal Policies and Procedures. The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
ii)Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
Our management feels the weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.
Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period ended April 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our directors serve until their respective successors are elected and qualified. Our sole officer has been elected by the Board of Directors to a term of one (1) year and serves until her successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.
The names, addresses, ages and positions of our present sole officer and our directors are set forth below:
Name
Age
Position(s)
Francisco Ariel Acosta
President, Secretary, Treasurer, Chief Financial Officer
and Chairman of the Board of Directors.
Directors receive no compensation for serving on the Board of Directors
Background of officers and Directors
Francisco Ariel Acosta has been appointed as the sole director and officer of the Company. Since 2013, Mr. Acosta has served as Vice President of Operations for VS Trading Import and Export Company where his responsibilities include working closely with the executive team and customer centricity. Prior to that, from 2007-2013, Mr. Acosta served as Bank Manager at Banco de Reservas de la Rep. Dominica where he was in charge of the bank’s day-to-day operations. From 1988-1994, Mr. Acosta attended New York University where he studied Finance and Business Administration. The board of directors believes that Mr. Acosta’s business experience will be a valuable asset in attaining the Company’s goals.
Mr. Acosta’ is not a director of any other reporting company.
Significant Employees
The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.
Family Relations
There are no family relationships among the directors and officers of Tactical Services, Inc.
Involvement in Legal Proceedings
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Committees of the Board
Our Board of Directors held no formal meetings in the prior fiscal year. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our Company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.
We do not currently have a standing nominating or compensation committee of the Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of nominating and compensation committees.
Audit Committee
The Company’s current Audit Committee consists solely of our sole officer and director.
Audit Committee Financial Expert
We currently have not designated anyone as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.
Code of Ethics
We have not adopted a Code of Ethics.
Section 16(a) of the Securities Exchange Act of 1934
Our officers, directors and beneficial owners of more than 10% of our common stock are not required to file statements of beneficial ownership on SEC Forms 3, 4 and 5 pursuant to Section 16(a) of the Securities Exchange Act of 1934.
Nominations to the Board of Directors
Our Board takes a critical role in guiding our strategic direction and oversees the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.
In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws.
Director Nominations
As of April 30, 2018, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.
Board Leadership Structure and Role on Risk Oversight
Mr. Acosta’s currently serves as our principal executive officer and sole director. We determined this leadership structure was appropriate for us due to our small size and limited operations and resources. The Board of Directors will continue to evaluate our leadership structure and modify as appropriate based on the size, resources and operations of the Company. It is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in the Company’s risk oversight function.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
None of our executive officers and directors have received any compensation and or received any restricted shares awards, options or any other payouts during the past two fiscal years. As such, we have not included a Summary Compensation Table.
There are no current employment agreements between the Company and its executive officer and director. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company. We currently have no compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in- control.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information as February 11, 2021, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock. As February 11, 2021, there were 76,000,000 shares of common stock outstanding.
To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.
Category of
Shareholder
Name and Address of
Beneficial Owner (1)
Amount and Nature
of Beneficial Owner
Percent of
Class
Directors and Executive Officers
Francisco Ariel Acosta
50,000,000
65.78%
All Directors and Executive Officers
0.00%
5% Shareholders
0.00%
TOTAL
50,000,000
65.78
(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Non-Cumulative Voting
The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.
Transfer Agent
Our transfer agent is Pacific Stock Transfer Company and is located at 4045 South Spencer Street, Suite 430, Las Vegas, CA 89119. Their telephone number is 702-361-3033.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
As of April 30, 2018, the Company has received $164,348 (April 30, 2017 - $101,697) in loans and payment of expenses from related parties. The amounts owing are unsecured, non-interest bearing, and due on demand.
Review, Approval or Ratification of Transactions with Related Persons
We have not adopted a Code of Ethics and we rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
Director Independence
During the fiscal year ended April 30, 2018, we had no independent directors on our board. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission.
Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The following table shows the fees paid or accrued by us for the audit and other services provided by Prager Metis CPAs, LLC and AMC Auditing, LLC, respectively, for the fiscal periods shown.
April 30, 2018
April 30, 2017
Audit Fees
$
10,000
$
9,705
Audit Related Fees
-
-
Tax Fees
-
-
All Other Fees
5,000
4,500
Total
$
15,000
$
14,205
Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements
In the absence of a formal audit committee meeting, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit, audit-related and tax services performed by the independent registered public accounting firm for the fiscal year ended April 30, 2018. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
No.
Description
3.1(a)
Amended and Restated Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K filed on October 25, 2017)
3.2
Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on July 06, 2012)
21.1
The Company has no subsidiaries.
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *
32.1*
Section 1350 Certification of Principal Executive Officer
32.2**
Section 1350 Certification of Principal Financial Officer
101.1*
Interactive Data Files
* Filed herewith
** Included in Exhibit 32.1
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tactical Services, Inc.
Signatures
Title(s)
Date
/s/ Francisco Ariel Acosta
President, Secretary, Treasurer, Chief Financial Officer and Director
Francisco Ariel Acosta
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
February 17, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
Title(s)
Date
/s/ Francisco Ariel Acosta
President, Secretary, Treasurer, Chief Financial Officer and Director
Francisco Ariel Acosta
(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
February 17, 2021
INDEX TO THE AUDITED FINANCIAL STATEMENTS
Years Ended April 30, 2018 and 2017
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statement of Stockholders’ Equity
Statements of Cash Flows
Notes to the Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Tactical Services, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Tactical Services, Inc. (the “Company”) as of April 30, 2018 and 2017, and the related statements of operations, stockholders’ (deficit), and cash flows for the two years ended April 30, 2018, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018, and the results of its operations and its cash flows for the two years ended April 30, 2018 and 2017, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated any revenues since inception, has a working capital deficit of $170,601, and has an accumulated deficit of $198,016. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Prager Metis CPAs, LLC
We have served as the Company’s auditor since 2019
Las Vegas, NV
February 11, 2021
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Balance Sheets
April 30,
April 30,
ASSETS
Current Assets
Cash
$
-
$
-
Total Assets
$
-
$
-
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities
$
6,253
$
18,270
Due to related parties (Note 3)
164,348
101,697
Total Liabilities
170,601
119,967
Stockholders’ Deficit
Preferred Stock
Authorized: 75,000,000 preferred shares, with par value $0.001
No Shares Issued and Outstanding
-
-
Common Stock
Authorized: 300,000,000 common shares, par value $0.001
Issued and outstanding: 26,000,000 and 76,000,000 common shares, respectively
26,000
76,000
Additional Paid-in Capital
1,415
(48,585)
Accumulated Deficit
(198,016)
(147,382)
Total Stockholders’ Deficit
(170,601)
(119,967)
Total Liabilities and Stockholders’ Deficit
$
-
$
-
The accompanying notes are an integral part of these financial statements
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Statements of Operations
(Expressed in U.S. dollars)
For the year
ended
April 30,
For the year
ended
April 30,
Revenue
$
-
$
-
Operating Expenses
General and Administrative
50,634
27,291
Total Operating Expenses
50,634
27,291
Net Loss Before Provision for Income Tax
(50,634)
(27,291)
Provision for income tax
-
-
Net Loss
$
(50,634)
$
(27,291)
Net Loss Per Share - Basic and Diluted
$
(0.00)
$
(0.00)
Weighted Average Shares Outstanding - basic and diluted
53,945,205
76,000,000
The accompanying notes are an integral part of these financial statements
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Statement of Stockholders’ Deficit
(Expressed in U.S. dollars)
The accompanying notes are an integral part of these financial statements
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Statements of Cash Flows
(Expressed in U.S. dollars)
For the year
ended
April 30,
For the year
ended
April 30,
Cash Flows from Operating Activities
Net loss
$
(50,634)
$
(27,291)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities
(12,017)
7,912
Net Cash Used in Operating Activities
(62,651)
(19,379)
Cash Flows from Financing Activities
Proceeds from related party loan
62,651
19,379
Net Cash Provided by Financing Activities
62,651
19,379
Change in Cash
-
-
Cash - Beginning of Year
-
-
Cash - End of Year
$
-
$
-
The accompanying notes are an integral part of these financial statements
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
1.Nature of Operations and Continuance of Business
Tactical Services Inc. (formerly Line Up Advertisement Inc.) was incorporated in the State of Nevada as a for-profit Company on April 17, 2012.
On October 23, 2017, the Company entered into an asset acquisition agreement (the “Agreement”) to acquire assets relating to the development, sales, marketing, and distribution of unmanned aerial vehicles in exchange for the issuance of 60,000,000 common shares of the Company to two individuals (the “Inventors”). As part of the transaction, the Chief Executive Officer and Director of the Company returned 50,000,000 common shares to the Company which were subsequently cancelled. As a result of the Agreement, the Inventors would hold 73% of the issued and outstanding common shares of the Company. Thereafter on August 24, 2018, the Company and the Inventors entered into a termination agreement, as the terms of the original Agreement were not fulfilled. As a result, on August 27, 2018, the Company reissued 50,000,000 common shares to the Chief Executive Officer and Director of the Company. The common shares that were issuable to the Inventors were never issued.
2.Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not generated any revenues since inception, has a working capital deficit of $170,601 and has an accumulated deficit of $198,016. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern within one year from the date of the filing. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. Management is currently looking at various options and investment opportunities. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavours or opportunities which could significantly and materially restrict the Company’s operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
3.Summary of Significant Accounting Policies
a)Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in US dollars.
b)Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at April 30, 2018 and 2017, the Company had no cash equivalents.
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
3. Summary of Significant Accounting Policies (continued)
d)Basic and Diluted Net Loss per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of April 30, 2018 and 2017 there are no common stock equivalents that would impact EPS.
e)Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
f)Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, 2018 and 2017, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
g)Fair Value of Financial Instruments
The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
3. Summary of Significant Accounting Policies (continued)
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.
The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of April 30, 2018 and 2017 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, and due to related party approximate fair value due to their relatively short maturities.
h)Recent Accounting Pronouncements
In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the quality of and comparability of financial information for users. This new guidance would eliminate the concept of off-balance sheet treatment for “operating leases” for lessees for the vast majority of lease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the balance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on the consolidated financial statements.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
4. Due to Related Party
As of April 30, 2018, and 2017, the Company has received $164,348 and $101,697, respectively, in loans and payment of expenses from related parties. The amounts owing are unsecured, non-interest bearing, and due on demand.
5. Shareholders’ Equity
The Company’s capitalization is 300,000,000 common shares and 75,000,000 preferred shares with a par value of $0.001 per share. No preferred shares have been issued.
a)On October 23, 2017, there was a 100-for-1 forward split of the Company’s common shares. All per share information have been retrospectively presented.
b)On November 20, 2017, 50,000,000 common shares were cancelled pursuant to the terms of an asset acquisition agreement, as fully discussed in Note 1, above.
As of April 30, 2018, and 2017, the Company has not granted any stock options and has not recorded any stock-based compensation.
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
6. Income Taxes
The tax effect of the significant temporary differences, which comprise deferred income tax assets and liabilities, are as follows:
Statutory income tax rate
30.4%
35%
Income tax losses at statutory rate
$
(15,393)
$
(51,584)
Tax effect of:
Changes in enacted tax rates
25,394
-
Change in valuation allowance
(10,001)
51,584
Income tax provision
$
-
$
-
The significant components of deferred income tax assets and liabilities are as follows:
Deferred income tax assets
Net operating losses carry forward
$
41,583
$
51,584
Valuation allowance
(41,583)
(51,584)
Net deferred income tax asset
$
-
$
-
As of April 30, 2018, the Company had approximately $198,000 of net operating loss carryforwards (“NOLs”) available to reduce future taxable income which will begin to expire in 2035. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will be realized.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law, making significant changes to the Internal Revenue Code. Changes include a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Company has estimated its provision for income taxes in accordance with the 2017 Tax Act and the guidance available and, based thereon, has determined that the 2017 Tax Act does not change the determination that it is more likely than not that all of the deferred tax assets will be realized. Accordingly, the Company has kept the full valuation allowance. As a result, the Company recorded no income tax expense during the year ended April 30, 2018.
7. Asset acquisition agreement
On October 23, 2017, the Company entered into an asset acquisition agreement (the “Agreement”) to acquire assets relating to the development, sales, marketing, and distribution of unmanned aerial vehicles in exchange for the issuance of 60,000,000 common shares of the Company to two individuals (the “Inventors”). As part of the transaction, the Chief Executive Officer and Director of the Company returned 50,000,000 common shares which were subsequently cancelled. As a result of the Agreement, the Inventors would hold 73% of the issued and outstanding common shares of the Company.
Tactical Services Inc. (formerly Line Up Advertisement Inc.)
Notes to the Financial Statements
(Expressed in U.S. dollars)
8. Subsequent Events
a)On August 24, 2018, the Company entered into a termination agreement of the asset acquisition agreement entered into on October 23, 2017 (See note 7), as the terms of the original Agreement were not fulfilled. As a result, on August 27, 2018, the Company reissued 50,000,000 common shares to the Chief Executive Officer and Director of the Company.
b)On February 8, 2019, the Company received $30,000 into an escrow account as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand.
c)On July 14, 2020, the Company received $500 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand.
d)On November 4, 2020, the Company received $15,000 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand.
e)On November 10, 2020, the Company received $2,250 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand.
f)On November 17, 2020, the Company received $7,500 as a loan for payment of expenses from an unrelated party. The amount owing is unsecured, the note is interest bearing. Interest rate is 10% and due on demand.