The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral
part of these consolidated financial statements.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2020
(UNAUDITED)
The
consolidated financial statements included herein have been prepared by TRICCAR, Inc. (“the Company”), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been
omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise
indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made.
The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year.
On
December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization and
Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the name
TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings, Inc., a Nevada
Corporation (“TRICCAR Holdings”).
Pursuant
to the Agreement, effective on February 28, 2020, the parties closed the Agreement.
TRICCAR
acquired 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. TRICCAR issued 80,000,000 shares of stock to acquire
all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR shareholders retained 20,000,000 shares of stock.
As a consequence, immediately subsequent to the acquisition TRICCAR will have approximately 100,000,000 shares of common stock
outstanding. The issuance of the new shares has already been reflected on TRICCAR’s book and is pending the name and symbol
change with transfer agent.
The
accompanying consolidated financial statements include the accounts of the Company and its former entity Frontier Oilfield Services,
Inc., and its subsidiary TRICCAR Holdings, Inc.
TRICCAR
is a vertically integrated biomedical research, development, and marketing firm that plans to develop, acquire, and partner to
bring life-changing bioceutical solutions (not requiring FDA approval) and pharmaceutical drugs (requiring FDA approval) to the
global market. The Company is engaged in the development of bioceutical and pharmaceutical products designed to support the well-being
of humans and animals that have common diseases.
Development
Stage Company – The Company is considered a development stage company and has had no commercial revenue to date. The Company
has been focusing on the development of its products.
The
Company’s financial statements are prepared using U.S. generally accepted accounting principles (“U.S. GAAP”)
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. As of the date of the financial statements, the Company has generated losses from operations, has an accumulated
deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue
as a going concern.
To
continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, to increase
its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop new and stable
sources of revenue to meet its operating expenses.
The
Company’s ability to continue as a going concern will be dependent upon management’s ability to successfully implement
management’s plans to pursue additional business volumes from new and existing customers, reduce indebtedness through sales
of non-performing assets and conversions of debt to equity, and rationalize the Company’s cost structure to achieve profitable
operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate
cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis.
The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations
and business plan will be available or, if available, such financing will be on satisfactory terms.
4.
|
SUMMARY
OF SELECTED ACCOUNTING POLICIES
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Reverse
Merger
On December 12, 2019, Frontier Oilfield Services, Inc., a Texas Corporation (“FOSI”) entered into a Reorganization
and Stock Purchase Agreement (the “Agreement”) to change its corporate domicile from Texas to Nevada, assume the
name TRICCAR, Inc. (“TRICCAR”), and to acquire 100% of the issued and outstanding equity of TRICCAR Holdings,
Inc., a Nevada Corporation (“TRICCAR Holdings”).
Pursuant to the Agreement, effective on February 28, 2020, the
parties closed the Agreement.
TRICCAR acquired 100% of the issued and outstanding equity of TRICCAR Holdings, Inc. TRICCAR
issued 80,000,000 shares of stock to acquire all the issued and outstanding equity stock of TRICCAR Holdings while TRICCAR
shareholders retained 20,000,000 shares of stock. As a consequence, immediately subsequent to the acquisition TRICCAR will
have approximately 100,000,000 shares of common stock outstanding. The issuance of the new shares has already been reflected
on TRICCAR's book and is pending the name and symbol change with transfer agent.
As
a result of the transaction, the former shareholders of TRICCAR Holdings became the controlling shareholders of the Company.
At the closing, each TRICCAR Holdings shareholder received 1.00 shares (the “Exchange Ratio”) of TRICCAR Inc. common
stock for each TRICCAR Holdings share exchanged. The Share Exchange was accounted for as a reverse takeover/recapitalization effected
by a share exchange, wherein TRICCAR Holdings is considered the acquirer for accounting and financial reporting purposes. The
capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse
merger were restated to reflect the recapitalization in accordance with the exchange ratio established in the merger except otherwise
noted.
TRICCAR
Holdings, incorporated on August 22, 2017, is a vertically integrated biomedical research, development, and marketing firm that
develops, acquires, and partners to bring life-changing bioceutical solutions (not requiring FDA approval) and pharmaceutical
drugs (requiring FDA approval) to the global market. The Company is engaged in the development of bioceutical and pharmaceutical
products designed to support the well-being of humans and animals that have common diseases.
As
a result of the Merger, TRICCAR Holdings stock owned by the Company has been cancelled and each share of TRICCAR Holdings not
owned by the Company was exchanged for 1.00 share of Company’s common stock. A total of 80,000,000 shares of TRICCAR Holdings
common stock was exchanged for 80,000,000 shares of Company common stock.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company
transactions and balances have been eliminated in consolidation.
Fair
Value of Financial Instruments
In
accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value
of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information
in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.
The Company does not have assets or liabilities measured at fair value on a recurring basis. Consequently, the Company did not
have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses
reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets
and liabilities still held during the three months ended June 30, 2020 and 2019, except as disclosed.
Earnings
(Loss) Per Share (EPS)
Basic
earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during
the period. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially
dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance
of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings
per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there
are no common stock dilutive instruments in 2020 or 2019 which have been excluded from EPS that could potentially have a dilutive
effect on EPS in the future.
Use
of Estimates
The
preparation of the unaudited consolidated financial statements in conformity with accounting principles generally accepted in
the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues,
expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results
could materially differ from these estimates. Significant estimates in the three months ended June 30, 2020 and 2019 include the
allowance for doubtful accounts on accounts and other receivables, the useful life of property and equipment and intangible assets,
and assumptions used in assessing impairment of long-term assets.
Revenue
Recognition
The
Company recognizes revenues when services are rendered, products are delivered, and when payment is determinable and reasonably
assured. The Company plans to extend short-term, unsecured credit to its distributors for amounts invoiced.
5.
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COMMITMENTS
AND CONTINGENCIES
|
The
COVID-19 pandemic
In
December 2019, when the first indications of SARS-CoV-2 were being reported from Wuhan, China, Management began implementing plans
to incorporate work-from-home initiatives, acquiring face masks and gloves for employees, and accumulating disinfectants such
as alcohol and bleach. On January 27, 2020 the Company formally put in place work-from-home efforts. On March 12, 2020, Nevada
Governor Steve Sisolak implemented state-at-home orders for businesses and employees which are still in effect. While our early
identification of the risks of SARS-CoV-2 have protected our employees with zero cases of COVID-19 infection to date, the global
pandemic has delayed the Company’s plans to bring 11 of our products to market due to supplier and transportation limitations.
Given the continued challenges of the pandemic, Management is unable to provide a definitive date when our first bioceutical products
will be made available for public purchase. The pandemic has resulted in record unemployment in the United States which impacts
consumers’ financial ability to purchase bioceuticals and this retraction in employment and consumer confidence may have
a negative short-term impact on the Company.
The
other income of $10,000 was EIDL advance provided by Small Business Administration which is designed to provide emergency economic
relief to business that were impacted by COVID-10 pandemic. The advance will not have to be repaid. TRICCAR Holdings, Inc. received
the advance but were not approved for a loan.
7.
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EQUITY
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The total number of common stock authorized that may be issued by the Company is four hundred million (400,000,000) shares of common stock with a par value of one hundredth of one cent ($0.0001) per share consisting of three hundred seventy-two million five hundred thousand (372,500,000) shares Class A shares with 1:1 voting rights and twenty-seven million five hundred thousand (27,500,000) Class B shares with 20:1 voting rights, and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the corporation.
There are currently 72,500,000 shares of Common stock- Class A and 27,500,000 shares of Common stock- Class B outstanding pending issuance with name and symbol change. The Class B common stock includes 20,000,000 shares held by William Townsend, Chief Executive Officer and Director and 7,500,000 shares held by Katrina Yao, Chief Financial Officer and director.
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8.
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RELATED
PARTY TRANSACTIONS
|
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None
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9.
|
SUBSEQUENT
EVENTS
|
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The
Company has completed an agreement for an investment of $18,594,692 via private placement in the public entity from Antonomastic
Investment Holdings, Ltd., resulting in the sale of 11,621,683 shares of common stock at $1.60 per share. As part of the investment,
Nairobi, Kenya based Antonomastic Investment Holdings, Ltd. will appoint a yet to be determined member to TRICCAR’s board
of directors. As of the date of this report, no funds have been received by TRICCAR, Inc.
The
Company will provide Antonomastic Investment Holdings, Ltd. price protection of 90% of the value of $1.60 per share. Should the
Company's publicly-traded average closing share price be below $1.44 (90% of $1.60) during the time period of March 8, 2021 through
March 26, 2021, the Company will issue Antonomastic Investment Holdings, Ltd. additional shares when added to the 11,621,683 shares
purchased at $1.60 and referenced herein, will equal $18,594,692. The price used for the price protection will be calculated as
the average closing share price between March 8-March 26, 2021.
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