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.
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 December 31, 2018, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 2019.
The
Company’s stock based compensation for the periods ended March 31, 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 March 31, 2019, the Company has incurred a net loss of approximately $6,852
which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately
$1,439 at the effective statutory rate of 21%. The deferred tax asset has been off-set 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,
Los
s
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 March 31, 2019.
Note
6 – Accrued Expenses
Accrued
expenses totaled $300 as of March 31, 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 5,000,000 shares
of Series “A” convertible Preferred Stock issued and outstanding as of March 31, 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 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 March 31, 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 sole
officer and director, Paul Moody, paid expenses on behalf of the company totaling $305 as of December 31, 2018. During the three
months ended March 31, 2019, Mr. Moody paid expenses on behalf of the company totaling $6,247. The $6,552 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
Management
has reviewed financial transactions for the Company subsequent to the quarter ended March 31, 2019 and has found that
there
was nothing material to disclose.
