The accompanying notes are an integral part of these unaudited financial statements.
Notes
to Unaudited Financial Statements
Note 1 – Organization
and Description of Business
Fast Lane Holdings, Inc. (we,
us, our, or the "Company") was incorporated on December 6, 2018 in the State of Delaware. The Company was created for
the sole purpose of participating in a Delaware holding company reorganization with Giant Motorsports Delaware Inc. (“GMOS
Delaware”), a Delaware corporation incorporated on December 6, 2018 and parent company of Fast Lane Holding, Inc. and Giant
Motorsports Merger Sub, Inc., a Delaware corporation incorporated on December 6, 2018 and a wholly owned subsidiary of Fast Lane
Holdings, Inc. pursuant to Section 251(g) of the General Corporation Law of the state of Delaware, (the “DGCL”).
On December 6, 2018, Paul
Moody was appointed Chief Executive Officer, Chief Financial Officer, and Director of Fast Lane Holdings, Inc., Giant Motorsports
Delaware, Inc. and Giant Motorsports Merger Sub, Inc.
On December 28, 2018,
Giant Motorsports, Inc. (“GMOS Nevada”), a Nevada corporation merged with and into GMOS Delaware, a wholly owned subsidiary
of GMOS Nevada with GMOS Delaware as the surviving corporation. The sole purpose to merge GMOS Nevada with and into GMOS Delaware
was to re-domesticate GMOS Nevada from Nevada to Delaware.
On December 28,
2018, Giant Motorsports Delaware, Inc. completed a holding company reorganization pursuant to Section 251(g) of the DGCL by
merging with and into its indirect wholly owned subsidiary known as Giant Motorsports Merger Sub, Inc. with Giant Motorsports
Delaware, Inc. as the surviving corporation and becoming a wholly owned subsidiary of Fast Lane Holdings, Inc.
Fast Lane
Holdings, Inc., as successor issuer to Giant Motorsports, Inc., continued to trade in the OTC MarketPlace under the previous
ticker symbol “GMOS” until the new ticker symbol “FLHI” for the Company was released into the OTC
MarketPlace on January 10, 2019. Concurrently, the Company cancelled all of its stock held in GMOS Delaware.
On October 21, 2019, Giant Consulting Services, LLC, the largest controlling shareholder of Fast Lane Holdings, Inc., consummated
a sale of 60,000,000 shares of our restricted common stock and 2,550 shares of preferred stock to Lykato Group, LLC, an accredited
investor. Following the closing
of the share purchase transaction, Lykato Group, LLC owns approximately 82.25% interest in the issued and outstanding shares
of our common stock. Lykato Group, LLC is now the largest controlling shareholder of Fast Lane Holdings, Inc.
On October 21,
2019, Mr. Paul Moody resigned as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and
Director. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies
or practices.
On October 21, 2019, Mr. James
Xilas was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.
The Company intends to serve
as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or
foreign business. As of September 30, 2019, the Company had not yet commenced any operations.
The Company has
elected December 31st as its year end.
Note 2 – Summary
of Significant Accounting Policies
Basis of Presentation
This summary of significant
accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform
to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation
of the financial statements.
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 of the financial
statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments
necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all
highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash
equivalents at September 30, 2019 and December 31, 2018 were $0 for both periods.
Income Taxes
The Company accounts for income
taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely
than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were
recognized at September 30, 2019 and December 31, 2018.
Basic Earnings (Loss) Per
Share
The Company computes basic
and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per
share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting
period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments
to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings
of the Company.
The Company does not have
any potentially dilutive instruments as of September 30, 2019 and, thus, anti-dilution issues are not applicable.
Fair Value of Financial
Instruments
The Company’s
balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate
their fair value because of the relatively short period of time between the origination of these instruments and their expected
realization.
ASC 820, Fair Value
Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted
prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than
quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including
quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities
in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest
rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are
both significant to the fair value measurement and unobservable.
Fair value estimates discussed
herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2019. The
respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term
nature of these instruments. These financial instruments include accrued expenses.
Related Parties
The Company follows
ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party
transactions.
Share-Based Compensation
ASC 718, “Compensation
– Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in
which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options,
and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees,
including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair
values. That expense is recognized over the period during which an employee is required to provide services in exchange for the
award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based
compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity –
Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based
on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments
issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date
or performance completion date.
The Company
had no stock-based compensation plans as of September 30, 2019.
The Company’s stock-based
compensation for the periods ended September 30, 2019 and December 31, 2018 was $0 for both periods.
Recently Issued Accounting
Pronouncements
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10,
ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019,
respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet
a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases
with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease
by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases
(i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases
and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and
operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to
assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted
to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities
may elect to apply.
We
have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s)
mentioned above.
The Company has implemented
all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there
are any other new pronouncements that have been issued that might have a material impact on its financial position or results of
operations.
Note 3 – Going Concern
The Company’s financial
statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse
conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance
of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital
deficiency, and other adverse key financial ratios.
The Company has not established
any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions
to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might
be necessary in the event that the Company cannot continue as a going concern.
Note 4 – Income Taxes
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning
its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation
allowance established against deferred tax assets arising from the net operating losses, the realization of which could not
be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when
management considers realization of such amounts to be more likely than not. As of September 30, 2019, the Company has incurred
a net loss of approximately $11,977 which resulted in a net operating loss for income tax purposes. The loss results in a
deferred tax asset of approximately $2,515 at the effective statutory rate of 21%. The deferred tax asset has been offset
by an equal valuation allowance. Given our inception on December 6, 2018, and our fiscal year end of December 31, 2018, we
have completed only one taxable fiscal year.
Note 5 –
Commitments and Contingencies
The Company
follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities
for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it
is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments
or contingencies as of September 30, 2019.
Note 6 –
Accrued Expenses
Accrued expenses
totaled $1,750 as of September 30, 2019 and $5,550 as of December 31, 2018 and consisted primarily of professional fees for both
periods.
Note 7 – Shareholder
Equity
Preferred Stock
The authorized preferred stock of the Company consists of 20,000,000
shares with a par value of $0.001. There are 5,000 shares of Series “A” convertible Preferred Stock issued and outstanding
as of September 30, 2019 and December 31, 2018.
On June 29, 2018, the
Company issued 2,550 shares of Series “A” convertible Preferred Stock to Giant Consulting Services, LLC
(“GCS”), a Wyoming Limited Liability Company, for helping the Company locate an acquisition or merger candidate.
Jeffrey DeNunzio is the controlling member and Paul Moody, our former sole director, is the Manager of GCS. The preferred
stock is convertible into one share of common stock. The preferred stock has no voting rights in the Company other than the
right to vote upon a change to its class rights, privileges or designations by the majority vote of the Series
“A” convertible preferred class shareholders. The Board of Directors may, in the future, issue additional classes
of preferred stock which shall have attributes and rights as determined by the Board of Directors at that time.
Common Stock
The authorized common stock
of the Company consists of 500,000,000 shares with a par value of $0.001. There were 72,948,316 shares of common stock issued and
outstanding as of September 30, 2019 and December 31, 2018.
On June 29, 2018, 60,000,000
common shares were issued by GMOS Nevada to GCS for development of the Company’s business plan.
On December 28, 2018, each
share of capital stock of GMOS Delaware issued and outstanding immediately prior to the holding company reorganization was automatically
converted into one fully paid and non-assessable share of capital stock of the Company.
The outstanding common shares
were originally issued by GMOS Nevada prior to reorganization and are now listed as converted shares for the Company.
Additional Paid-In Capital
The Company’s former
sole officer and director, Paul Moody, paid expenses on behalf of the company totaling $305 as of December 31, 2018. During the
nine months ended September 30, 2019, Mr. Moody paid expenses on behalf of the company totaling $9,922. The $10,227 in total payments
are considered a contribution to the company with no expectation of repayment and is posted as additional paid-in capital.
Note 8 – Related-Party
Transactions
Office Space
We utilize the home office
space and equipment of our management at no cost.
Note 9 – Subsequent
Events
On October 21, 2019, Giant Consulting Services, LLC, the
largest controlling shareholder of Fast Lane Holdings, Inc., consummated a sale of 60,000,000 shares of our restricted common
stock and 2,550 shares of preferred stock to Lykato Group, LLC, an accredited investor. Following the closing of the share purchase
transaction, Lykato Group, LLC owns approximately 82.25% interest in the issued and outstanding shares of our common stock. Lykato
Group, LLC is now the largest controlling shareholder of Fast Lane Holdings, Inc.
On October 21, 2019, Mr. Paul Moody resigned
as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. The resignation was not
the result of any disagreement with us on any matter relating to our operations, policies or practices.
On October 21, 2019,
Mr. James Xilas was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director.