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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  First Priority Tax Solutions Inc    FPTA

FIRST PRIORITY TAX SOLUTIONS INC

(FPTA)
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Delayed Quote. Delayed OTC Bulletin Board - Other OTC - 02/15 02:15:17 pm
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FIRST PRIORITY TAX : Management's Discussion and Analysis of Financial Condition or Plan of Operation (form 10-Q)

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02/12/2019 | 02:53pm EST

FORWARD-LOOKING STATEMENTS

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

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

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean First Priority Tax Solutions Inc. and our wholly owned subsidiary, First Tax Priority Solutions Inc., a Delaware corporation, unless otherwise indicated.



General Overview


Our company was incorporated in the State of Delaware on March 31, 2014. From inception to December 1, 2017, we were in the business of acquiring, developing, managing and selling residential and commercial income-producing properties in the Cincinnati and Dayton, Ohio metropolitan areas. Our revenue primarily resulted from rental income from the tenants occupying the properties we acquire and from the proceeds of property sales. Since starting our business in March 2014, the Company has only acquired one light industrial facility in Dayton, Ohio. All real estate activity has been reclassed to discontinued operations. On December 1, 2017, our building was transferred to our primary shareholder in exchange for assumption of the debt associated with the purchase of the building.

On December 1, 2017, we underwent a change of control and discontinued our real estate business.

On May 8, 2018, we entered into a Capital Contribution Agreement (the "Capital Contribution Agreement") with our principal shareholder, Silverlight International Limited ("Silverlight"). Under the terms of the Capital Contribution Agreement, Silverlight contributed the assets of Zshoppers.com, an electronics and general products ecommerce website, to our company, in exchange for the issuance of an additional 20,000 shares to Silverlight. To determine the number of shares received by Silverlight in connection with such contribution, our company valued the Zshoppers.com assets at $100,000 and divided this amount by a price per share equal to $5, which represents the most recent price per share for trades of our company's stock on the Over-the-Counter Quotation System in which our company's common stock is quoted. In connection with the capital contribution, our company assumed certain ongoing responsibilities of Silverlight for pay the former owner of Zshoppers.com (the "Seller") under its asset purchase agreement for Zshoppers.com (the "Ongoing Obligations"). The Ongoing Obligations consist of a 25% profit share for the Seller for one year from the date of acquisition (the "Payment Period"), plus $1,000 per month for the Payment Period.




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The assets contributed to our company consist of all assets used in the operation of the Zshoppers.com business, including, but not limited to Zshoppers domain names, social media accounts and email lists.

On October 1, 2018, First Priority Tax Solutions, Inc. disposed of Zhoppers, Inc.

The Company is currently seeking for a new business plan.

The address of our principal executive office is 329 S. Oyster Bay Road, Plainview, NY 11803. Our telephone number is (315) 274-1520. Our website is www.zshoppers.com.

We do not have any subsidiaries.

We have not been subject to any bankruptcy, receivership or similar proceeding.



Our Current Business


Prior to December 1, 2017, our company had a principal business that consisted of owning and managing real estate assets. Effective December 1, 2017, our company discontinued its real estate business. On May 8, 2018, our company's majority shareholder, Silverlight contributed the Zshoppers business to our company. From that time, the business operations consisted of an online shopping platform. Zshoppers is an automated marketplace where vendors can sell their products on our platform. In order to sell on Zshoppers, we have strict guidelines to ensure our customers have a positive shopping experience. Our goal is to provide great products at an affordable price and help the customer any way we can. Our vendors have 2 business days to ship the order or else they are penalized if they take more than 2 business days to ship. This ensures that our customers receive their items in a timely manner. We also implemented a hassle free return policy. If our customers have any issues we make the return process very simple. Our goal is to build our business around repeat customers.

On October 1, 2018, First Priority Tax Solutions, Inc. disposed of Zhoppers, Inc.

The Company is currently seeking for a new business plan.



Business Overview


Our Online Merchant Shopping Platform

Zshoppers provides merchants with an online sales presence in a merchant community focused on positive customer experience. Our company's shopping portal currently hosts 45 merchants and serves customers across the United States. We have established strict merchant requirements concerning customer satisfaction, prompt shipping and ease of returns.

Zshoppers encourages shoppers to return repeatedly -building participating merchant sales volume through repeat customer business. Our shopping website is customer-focused and is designed to be easy and intuitive to use, and navigate. The site offers customers a broad selection of products, with emphasis on home, health, beauty, pet, and electronics categories.

Our Merchant Standards Provide Positive Customer Experience: Our company differentiates itself from other online shopping platforms by utilizing stringent merchant performance standards that are designed to ensure customer satisfaction and build repeat customers. The standards which all merchants must comply with includes shipping standards and return standards. Among other requirements, in order for a merchant to utilize the platform, the merchant must agree to ship purchased products within two days of purchase. The merchant must also agree to abide by a return policy that allows customers to return products easily and quickly.




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We believe that these merchant standards will result in increased customer usage over time and increased sales growth resulting from repeat sales by existing customers who have experienced the ease and comfort of placing sales through the platform. We believe that the Zshoppers platform will result in significant customer loyalty, as a result of the ease of use, positive customer experience and merchant principles. We also believe that these principles will increase sales by merchants, resulting in a stronger devotion of merchants to the Zshoppers platform, as opposed to its competitors, and a growth in the number of merchants using the platform as the word spreads of Zshoppers merchant successes.

The Zshoppers Platform Provides Streamlined Access to Web Sales by Merchants: Our proprietary software, provided to each merchant as part of the merchant agreement, allows each merchant to easily develop a web-based sales outlet for its products. The software interfaces with the platform to provide a sales portal for merchant products, and also monitors sales metrics for merchants, provides sales reports and notifications to the merchant and allow the merchant to update products and interact with customers in a timely and seamless fashion. The platform also allows merchants to develop and maintain an active customer contact database for direct marketing of products to Zshoppers customers.

We Train Our Merchants on Effective Use of the Platform: As part of our merchant engagement and onboarding, we provide training on the platform to each merchant to ensure that the platform is utilized in the most effective manner to boost sales of the merchant. The training includes use of relevant software, including sales reporting and sales marketing, as well as database management and payment system management. Some merchants that utilize the Zshoppers platform will have never sold products online, before. We provide merchants with training and skills to ensure that their first experience with internet sales is positive and lucrative.

Consumer Access to our Site: We do not aggressively market directly to customers. Although we engage in some customer marketing (e.g., google key words and related marketing to shoppers) we devote most of our marketing measures to developing new merchants utilizing the platform. We believe that a robust merchant presence on the platform will provide a more satisfying customer experience and will attract additional customers as word spreads about the positive sales experience of customers utilizing the platform.

Why Merchants Choose our Platform: In addition to our merchant training and sales analytics, we have found that merchants choose our platform because they believe that the customer experience that we provide increases customer loyalty and drives more customers to our merchants. Our merchants engage on our platform because they want more customers and increased sales. After evaluating different means of reaching their target market and expanding customer awareness and access to their products, merchants see our site as a positive means to access new markets, new customers and increase sales.

Affiliate Marketing: In order to build customer usage and sales, we intend to introduce an affiliate marketing program, which would reward consumers for referrals to other customers.



Results of Operations


The following summary of our operations should be read in conjunction with our unaudited consolidated financial statements for the six months ended December 31, 2018 and 2017.

Three Months Ended December 31, 2018 Compared to Three Months Ended December 31, 2017




Our operating results for the three months ended December 31, 2018 and 2017, and
the changes between those periods for the respective items are summarized as
follows:



                                            December 31,       December 31,
                                                2018               2017           Change
Revenue                                    $            -     $            -     $       -
Cost of Revenue                            $            -     $            -     $       -
Operating expenses                         $       (5,981 )$      (10,575 )$   4,594
Net loss from continued operations         $       (5,981 )$      (10,575 )$   4,594
Net income (loss) from discontinued
operations                                 $         (183 )   $       11,590$ (11,773 )
Net income (loss)                          $       (6,164 )$        1,015$  (7,179 )





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We had no revenue for the three months ended December 31, 2018. On October 1, 2018, the Company disposed of Zshoppers. The Company is currently seeking for new business plan.

Net loss was $6,164 for the three months ended December 31, 2018 and net income was $1,015 for the three months ended December 31, 2017 mainly attributed to the decrease in net income from discontinued operations during the three months ended December 31, 2018 comparing to the comparative period.

Net loss from continued operations from the three months ended December 31, 2018 and December 31, 2017 was $5,981 and $10,575, respectively. The decrease in net loss from continued operations was mainly attributed to decline in operations expenses for decrease in professional fees.

We had net loss from discontinued operations of $183 for the three months ended December 31, 2018 and recognized net income from discontinued operations of $11,590 during the three months ended December 31, 2017.

Six Months Ended December 31, 2018 Compared to Six Months Ended December 31, 2017




Our operating results for the six months ended December 31, 2018 and 2017, and
the changes between those periods for the respective items are summarized as
follows:



                                                   Six Months Ended
                                            December 31,       December 31,
                                                2018               2017           Change
Revenue                                    $            -     $            -     $       -
Cost of Revenue                            $            -     $            -     $       -
Operating expenses                         $      (16,418 )$      (25,965 )$   9,547
Net loss from continued operations         $      (16,418 )$      (26,822 )$  10,404
Net income (loss) from discontinued
operations                                 $       (2,304 )$       38,438$ (40,742 )
Net income (loss)                          $      (18,722 )$       11,616$ (30,338 )

We had no revenue for the six months ended December 31, 2018. On October 1, 2018, the Company disposed of Zshoppers. The Company is currently seeking for new business plan.

Net loss was $18,722 for the six months ended December 31, 2018 and net income was $11,616 for the six months ended December 31, 2017 mainly attributed to the decrease in net income from discontinued operations during the six months ended December 31, 2018 comparing to the comparative period.

Net loss from continued operations from the six months ended December 31, 2018 and December 31, 2017 was $16,418 and $26,822, respectively. The decrease in net loss from continued operations was mainly attributed to decline in operations expenses for decrease in professional fees.

We had net loss from discontinued operations of $2,304 for the six months ended December 31, 2018 and recognized net income from discontinued operations of $38,438 during the six months ended December 31, 2017.




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Liquidity and Capital



Working Capital



                                                           As of June 30,
                             As of December 31, 2018            2018            Change
Current Assets              $                       -     $          3,005     $  (3,005 )
Current Liabilities         $                  49,678     $         33,961     $  15,717
Working Capital (Deficit)   $                 (49,678 )   $        (30,956 )$ (18,722 )




                                                      Six Months Ended
                                               December 31,       December 31,
                                                   2018               2017

Cash Flows used in Operating Activities $ (23,198 )$ (17,329 ) Cash Flows used in Investing Activities

                    -                  -
Cash Flows provided by Financing Activities           20,193                  -
Net Decrease in Cash During Period            $       (3,005 )$      (17,329 )

The financial statements included in this yearly report have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements at December 31, 2018 and June 30, 2018, we had an accumulated deficit of $234,129 and $217,711 of continuing operations, respectively, and retained earnings of $109,928 and $112,232 from discontinued operations, as of December 31, 2018, and June 30, 2018, respectively. We had a working capital deficit (total current liabilities exceeded total current assets) of $49,678 and $30,956, at December 31, 2018 and June 30, 2018, respectively. Our cash balance and revenues generated are not currently sufficient and cannot be projected to cover our operating expenses for the next 12 months from the filing date of this report. These factors among others raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.

Cash Flows from Operating Activities

Net cash used in our operating activities for the six months ended December 31, 2018 totaled $23,198, compared to net cash used in our operations for the six months ended December 31, 2017 of $17,329. The change in cash used was due primarily to a decrease in net income from discontinuing operations.

Cash Flows from Investing Activities

For the six months ended December 31, 2018 and December 31, 2017, we had no investing activities.

Cash Flows from Financing Activities

For the six months ended December 31, 2018, net cash provided by financing activities was $20,193 attributed to the advancement from a shareholder for paying off operating expenses on behalf of the Company. For the six months ended December 31, 2017, we had no financing activities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.




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Critical Accounting Policies


The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

© Edgar Online, source Glimpses

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Chee Voon Hooi President, CEO, CFO, Secretary & Treasurer