10-Q 1 nowtransit20230228_10q.htm FORM 10-Q nowtransit20230228_10q.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

Mark One

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 28, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

Commission File No. 333-234487

 

NOWTRANSIT INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

7374

(Primary Standard Industrial

Classification Number)

98-1498782

(IRS Employer

Identification Number)

 

2825 East Cottonwood Parkway

Suite 500 - #5130

Salt Lake City, UT 84121

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (801) 810-6209

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.0001

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated Filer ☐

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☐

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the practicable date:

 

Class

Outstanding as of May 13, 2024

Common Stock: $0.0001 par value

5,461,500

 

 

 

 

TABLE OF CONTENTS

 

 

PART 1

FINANCIAL INFORMATION

 

Item 1.

Financial Statements

3

 

Balance Sheets (unaudited)

3

 

Statements of Operations (unaudited)

4

 

Statement of Changes in Stockholders’ Equity (unaudited)

5

 

Statements of Cash Flows (unaudited)

6

 

Notes to Financial Statements (unaudited)

7

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

13

Item 4.

Controls and Procedures

13

 

 

 

PART II

OTHER INFORMATION

14

Item 1.

Legal Proceedings

14

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

Item 3.

Defaults Upon Senior Securities

14

Item 4.

Mine Safety Disclosures

14

Item 5.

Other Information

14

Item 6.

Exhibits

15

 

Signatures

16

 

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company's August 31, 2022 audited financial statements and notes thereto. Operating results for the three months ended February 28, 2023 are not necessarily indicative of the results that can be expected for the year ending August 31, 2023.

 

 

NOWTRANSIT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

February 28,

   

August 31,

 
   

2023

   

2022

 
   

(Unaudited)

         

ASSETS

               

Current Assets

               

Cash and cash equivalents

  $ 8,793     $ 16,253  

Total current assets

    8,793       16,253  
                 

Total Assets

  $ 8,793     $ 16,253  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

               

Current Liabilities

               

Accounts payable

  $ 3,302     $ 1,860  

Total current liabilities

    3,302       1,860  
                 

STOCKHOLDERS' EQUITY (DEFICIT)

               

 

               

Preferred stock: $0.0001 par value, 5,000,000 shares authorized;

1,000,000 designated Series A Convertible

    -       -  

Preferred stock: $0.0001 par value, 140,000 shares

authorized; 140,000 and 100,000 shares issued and outstanding at

February 28, 2023 and August 31, 2022, respectively

    14       10  

Common stock: $0.0001 par value, 75,000,000 shares authorized;

5,461,500 shares issued and outstanding at

February 28, 2023 and August 31, 2022, respectively

    546       546  

Additional paid-in capital

    171,233       131,237  

Accumulated deficit

    (166,302 )     (117,400 )

Total stockholders' equity (deficit)

    5,491       14,393  

Total Liabilities and Stockholders' Equity (Deficit)

  $ 8,793     $ 16,253  

 

See accompanying notes, which are an integral part of these unaudited financial statements.

 

 

NOWTRANSIT INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

February 28,

   

February 28,

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Revenues

  $ -     $ -     $ -     $ -  

Operating Expenses:

                               

General and administrative expenses

    20,011       26,240       48,928       40,329  

Total Operating Expenses

    20,011       26,240       48,928       40,329  
                                 

Loss from Operations

    (20,011 )     (26,240 )     (48,928 )     (40,329 )

Other Income

    26               26          

Gain on forgiveness of debt

            8,713       -       8713  

Net loss

    (19,985 )     (17,527 )     (48,902 )     (31,616 )
                                 

Net loss per common share - basic and diluted

  $ (0.00 )   $ (0.00 )   $ (0.0 )   $ (0.0 )
                                 

Weighted average common shares outstanding - basic and diluted

    5,461,500       5,461,500       5,461,500       5,461,500  

 

See accompanying notes, which are an integral part of these unaudited financial statements.

 

 

NOWTRANSIT INC

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED

FEBRUARY 28, 2023 & 2022

(Unaudited)

 

                                   

Additional

                 
   

Series A Convertible

   

Common Stock

   

Paid-in

   

Accumulated

         
   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Total

 
                                                         

Balance at August 31, 2021

    -     $ -       5,461,500     $ 546     $ 20,854     $ (34,192 )   $ (12,792 )

Preferred shares issued for cash

    100,000       10       -       -       99,990       -       100,000  

Net Loss for 6 months ended

                                            (31,616 )     (31,616 )

Balance at February 28, 2022

    100,000       10       5,461,500       546       120,844       (65,808 )     55,592  
                                                         

Balance at August 31, 2022

    100,000       10       5,461,500       546       131,237       (117,400 )     14,393  

Preferred shares issued for cash

    40,000       4       -       -       39,996       -       40,000  

Net Loss for 6 months ended

    -       -       -       -       -       (48,902 )     (48,902 )

Balance as February 28, 2023

    140,000       14       5,461,500       546       171,233       (166,302 )     5,491  

 

See accompanying notes, which are an integral part of these unaudited financial statements.

 

 

NOWTRANSIT INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

For the Six Months Ended

 
   

February 28,

 
   

2023

   

2022

 
                 

Cash Flows From Operating Activities

               

Net loss

  $ (48,902 )   $ (31,616 )

Adjustments to reconcile net loss to net cash used in

operating activities:

               

Gain on forgiveness of debt

    -       (8,713 )

Changes in operating activities:

               

Prepaid Expense

    -       4,279  

Accounts payable

    1,442       5,122  

Net Cash Used in Operating Activities

    (47,460 )     (30,928 )
                 

Cash Flows From Investing Activities

    -       -  
                 

Cash Flows From Financing Activities

               

Proceeds from issuance of preferred stock

    40,000       100,000  

Net Cash Provided by Financing Activities

    40,000       100,000  

Net Increase in Cash

    (7,460 )     69,072  

Cash at Beginning of Period

    16,253       2,035  

Cash at End of Period

  $ 8,793     $ 71,107  
                 

Supplemental Cash Flow Information:

               

Cash paid for interest

  $ -     $ -  

Cash paid for income taxes

  $ -     $ -  

 

See accompanying notes, which are an integral part of these unaudited financial statements.

 

 

NOWTRANSIT INC.

NOTES TO THE FINANCIAL STATEMENTS

SIX MONTHS ENDED FEBRUARY, 2023 AND 2022

(Unaudited)

 

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

 

Nowtransit Inc. (the “Company”, “us”, “we”) was incorporated in the State of Nevada on July 8, 2019. We have not generated any revenues, have minimal assets and have incurred losses since inception. We were formed to engage in the online delivery business, but in connection with the Change of Control described in the following paragraph, the Company has terminated its plans in the online delivery business. Since the Change of Control, we commenced seeking new business opportunities in the United States. Our goal is to acquire a privately-held business looking to go public through a reverse merger in which a large majority of our outstanding stock will be issued to the equity owners of a target business.

 

NOTE 2: GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $166,302 as of February 28, 2023 and $117,400 as of August 31, 2022. The Company had losses of $48,902 for the six months ended February 28, 2023, and $31,616 for the six months ended February, 2022, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

We may require additional capital for our operations and for any operating entity that we acquire. Economic downturns, including a recession, combined with high inflation and investor uncertainties may limit or hinder our ability to obtain the funding we require. If we are unable to raise capital or the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, our future operating results may be materially adversely affected.

 

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with US GAAP. The Company’s year-end is August 31.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents. The Company had $8,793 and $16,253 in cash as of February 28, 2023 and August 31, 2022, respectively, and no cash equivalents.

 

Concentration of Credit Risks

 

The Company maintains funds in a financial institution that is a member of the Federal Deposit Insurance Corporation. As such, funds are insured based on Federal Reserve limits. At February 28, 2023 and August 31, 2022, the Company did not have cash deposits in excess of these insured limits.

 

 

Fair Value of Financial Instruments

 

FASB ASC Topic 820, "Fair Value Measurement," defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to measure fair value.

 

The three levels are defined as follows:

 

Level 1:

defined as observable inputs such as quoted prices in active markets;

Level 2:

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

Due to their short-term nature, the carrying values of the Company’s current assets and liabilities approximated fair value at February 28, 2023 and August 31, 2022.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Basic and Diluted Loss Per Share

 

The Company computes loss per share in accordance with FASB ASC 260 “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholder by the weighted average number of outstanding shares of common stock during the period. Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive loss per share excludes all potential shares of common stock if their effect is anti-dilutive. During the six months ended February 28, 2023 and 2022, there were 420,000 and 300,000, respectively, potentially dilutive common shares outstanding with respect to convertible preferred stock (Note 7), which were anti-dilutive due to the Company's net loss for the period.

 

Recent Accounting Pronouncements

 

We have reviewed all recently issued but not yet effective accounting standards, and do not believe, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

 

NOTE 4: STOCKHOLDERS EQUITY

 

Common Stock

 

The Company has 75,000,000, $0.0001 par value shares of voting common stock authorized.

 

There were no issuances of common stock during the three months ended February 28, 2023 or 2022.

 

As of February 28, 2023 and August 31, 2022, there were 5,461,500 shares of common stock issued and outstanding.

 

All shares of common stock have voting rights and are identical. All holders of shares of common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital stock held by such stockholder.

 

Preferred Stock

 

On October 19, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing up to 5,000,000 shares of Preferred Stock, par value $0.0001 per share, with such rights, preferences and limitations as may be set forth in resolutions adopted by the Board of Directors. On November 1, 2021, the Company filed a Certificate of Designation designating 1,000,000 shares of Preferred Stock as Series A Convertible Preferred Stock (the “Series A”). Each share of the Series A is convertible into three shares of the Company’s common stock at the holder's election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice.

 

 

On November 22, 2022, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 40,000 shares of the Series A at a purchase price of $1.00 per share (the “Offering”). The Company received $40,000 in gross proceeds from the Offering.

 

On November 3, 2021, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 100,000 shares of the Series A at a purchase price of $1.00 per share (the “Offering”). The Company received $100,000 in gross proceeds from the Offering.

 

The Company had 140,000 and 100,000 shares of Series A Convertible Preferred Stock, par value $0.0001, outstanding at February 28, 2023 and August 31, 2022, respectively.

 

NOTE 5: COMMITMENTS AND CONTINGENCIES

 

In the normal course of business, the Company may become a party to litigation matters involving claims against it. At February 28, 2023, there are no current matters that would have a material effect on the Company’s financial position or results of operations. The Company has a month-to-month office space lease. Rent expense for the six months ended February 28, 2023 and 2022 was $504 and $276, respectively.

 

NOTE 6: SUBSEQUENT EVENTS

 

The Company has evaluated events occurring subsequent to February 28, 2023 through the date these financial statements were issued and has included the following.

 

On February 13, 2023, Nowtransit Inc, a Nevada corporation. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Best Labs, Inc., a Nevada corporation (“Best”) and the shareholders of Best signatory thereto who collectively own 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock. The transaction consummated on March 10, 2023 (the “Closing”).

 

Upon the Closing, the Company issued the Best shareholders signatory 34,371,100 shares of the Company’s common stock, representing approximately 85.39% of the shares of the Company’s common stock to be outstanding, in exchange for all of the shares of Best common stock held by such Best shareholders (the “Exchange”).

 

The information contained in Item 2.01 of the Current Report on Form 8-K is incorporated herein by reference. The Exchange was exempt from registration under the Securities Act of 1933 pursuant to Rule 506(b) of Regulation D promulgated thereunder as a transaction not involving a public offering. The information set forth or referenced in Items 2.01, 3.02, 5.02, 5.03, 5.06 of the Current Report on Form 8-K filed on March 16, 2023 is incorporated herein by reference

 

As a result of the Closing of the Exchange Agreement, the Company ceased being a shell company, as that term is defined by Rule 12b-2 under the Securities Exchange Act of 1934. The information set forth or referenced in Item 1.01 of the Current Report on Form 8-K filed on February 17, 2023 is incorporated herein by reference.

 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Note Regarding Forward Looking Statements

 

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

 

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described elsewhere in this Report and in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022 under “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

 

Overview

 

We have no operations since inception other than the expenditures related to running the Company, and we have not generated any revenue since inception. Our goal is to finalize a share exchange agreement with an early-stage nutraceutical company (the “Target”) and consummate the acquisition.

 

Plan of Operation

 

On February 13, 2023, Nowtransit Inc, a Nevada corporation. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Best Labs, Inc., a Nevada corporation (“Best”) and the shareholders of Best signatory thereto who collectively own 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock. The transaction consummated on March 10, 2023 (the “Closing”).

 

Upon the Closing, the Company issued the Best shareholders signatory 34,371,100 shares of the Company’s common stock, representing approximately 85.39% of the shares of the Company’s common stock to be outstanding, in exchange for all of the shares of Best common stock held by such Best shareholders (the “Exchange”).

 

The information contained in Item 2.01 of the Current Report on Form 8-K is incorporated herein by reference. The Exchange was exempt from registration under the Securities Act of 1933 pursuant to Rule 506(b) of Regulation D promulgated thereunder as a transaction not involving a public offering. The information set forth or referenced in Items 2.01, 3.02, 5.02, 5.03, 5.06 of the Current Report on Form 8-K filed on March 16, 2023 is incorporated herein by reference

 

As a result of the Closing of the Exchange Agreement, the Company ceased being a shell company, as that term is defined by Rule 12b-2 under the Securities Exchange Act of 1934. The information set forth or referenced in Item 1.01 of the Current Report on Form 8-K filed on February 17, 2023 is incorporated herein by reference

 

During the next 12 month period, the Company will continue to develop, market and sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company has developed and is marketing Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, EZ Safer Surface Cleaner, Be On-Guard.Brain Fog Support and ADHD 365 maximum strength brain support.

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the six months ended February 28, 2023 and 2022, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 3. Summary of Significant Accounting Policies, to the financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.

 

Results Of Operations

 

THREE MONTHS ENDED FEBRUARY 28, 2023 COMPARED TO FEBRUARY 28, 2022

 

Our net loss for the three months ended February 28, 2023 was $19,985, compared to a net loss of $17,527 during the three months ended February 28, 2022. The Company has not generated revenue during the three months ended February 28, 2023 and 2022, respectively. Expenses incurred in creating the net loss were general administrative expenses of $20,011 during the three months ended February 28, 2023, compared to $26,240 during the three months ended February 28, 2022.

 

SIX MONTHS ENDED FEBRUARY 28, 2023 COMPARED TO FEBRUARY 28, 2022

 

Our net loss for the six months ended February 28, 2023 was $48,902, compared to a net loss of $31,616 during the six months ended February 28, 2022. The Company has not generated any revenue in either period. The increase in net loss was due to an increase in general administrative expenses including professional fees in connection with the preparation of SEC reports and our ongoing search for a business to acquire and costs related to negotiations and due diligence in connection therewith. Expenses incurred were general administrative expenses of $48,902, during the six months ended February 28, 2023, compared to $31,616 during the six months ended February 28, 2022.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of February 28, 2023, our total assets were $8,793, consisting of cash.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities since inception. For the six months ended February 28, 2023, net cash flows used in operating activities was $47,460, consisting of our net loss of $48,902 and an increase of $1,442 in accounts payable and accrued liabilities. Cash flows used in operating activities for the six months ended February 28, 2022 was $30,928, consisting of our net loss of $31,616 and a increases of $4,279 in prepaid expenses and an increase of $5,122 in accounts payable and $8,713 decrease in gain on forgiveness of debt.

 

Cash Flows from Investing Activities

 

We have not engaged in any investing activities since our inception.

 

Cash Flows from Financing Activities

 

For the six months ended February 28, 2023 and 2022, net cash flows provided by financing activities was $40,000 and $100,000, respectively, consisting of gross proceeds from the sale of Series A Convertible Preferred Stock (the “Series A”) for cash as described in the following paragraphs.

 

 

On November 22, 2022, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 40,000 shares of the Series A at a purchase price of $1.00 per share (the “Offering”). The Company received $40,000 in gross proceeds from the Offering.

 

On November 3, 2021, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 100,000 shares of the Company’s Series A at a purchase price of $1.00 per share. The Company received $100,000 in gross proceeds from the Offering. Each share of the Series A is convertible into three shares of the Company’s common stock.

 

PLAN OF OPERATION AND FUNDING

 

The Nowtransit management team plans to focus on gaining traction for its mental health and general wellness products. The primary focus will initially be on our mental and wellness products. Best 365 Labs, Inc has filed for a provisional patent on its mental wellness, natural products which is an additional reason we plan to focus and grow this sector of the products. With the Global Mental Health Marketplace currently valued at $383.31 billion annually and with 41 million people holding a prescription for Adderall that the market conditions are idea for us to offer our natural substitute product options (which are also unique). Management believes with adequate advertising and marketing funds that substantial clients could be acquired in these categories

 

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.

 

Going Concern

 

There is no historical financial information about us upon which to base an evaluation of our performance. We have no operations, cumulative losses, and have not generated any revenues. We cannot guarantee we will be successful in acquiring an operating business or commencing material business operations. Our business is subject to risks inherent in the search for and establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

There can be no assurance that future financing will be available to us on acceptable terms or at all. If financing is not available on satisfactory terms as and when needed, we may be unable to commence, develop or expand our operations. Equity financing could result in additional dilution to existing stockholders.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As of February 28, 2023 (the “Evaluation Date”), the Company’s management evaluated, with participation of its principal executive officer, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Company’s principal executive officer concluded that the Company’s disclosure controls and procedures were ineffective as of February 28, 2023.

 

Management assessed the effectiveness of its internal control over financial reporting as of the Evaluation Date based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting resources; (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation, (iii) lack of an independent board of directors or audit committee, and (iv) lack of written documentation of our internal control policies and procedures. In light of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting at the Evaluation Date. We plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting and hiring additional accounting personnel at such time as we raise sufficient capital to do so. There were no changes in controls during the quarter ended February 28, 2023.

 

 

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds

 

On November 22, 2022, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 40,000 shares of the Series A at a purchase price of $1.00 per share (the “Offering”). The Company received $40,000 in gross proceeds from the Offering. Each share of the Series A is convertible into three shares of the Company’s common stock at the holder’s discretion. The offer and sale of the Series A was not registered under the Securities Act of 1933 and was exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.

 

On November 23, 2021, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 100,000 shares of the Series A at a purchase price of $1.00 per share (the “Offering”). The Company received $100,000 in gross proceeds from the Offering. Each share of the Series A is convertible into three shares of the Company’s common stock at the holder’s discretion. The offer and sale of the Series A was not registered under the Securities Act of 1933 and was exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Not applicable.

 

 

Item 6. Exhibits

 

Exhibit Number

 

Exhibit Description

 

Incorporated By Reference

Filed or Furnished Herewith

 

 

 

 

Form

Date

Number

 

3.1(a)

 

Articles of Incorporation

 

S-1

11/4/2019

3.1

 

 

 

 

 

 

 

 

 

3.1(b)

 

Amendment to Articles of Incorporation

 

10-K

11/26/2021

3.1B

 

 

 

 

 

 

 

 

 

3.2

 

Bylaws

 

S-1

11/4/2019

3.2

 

 

 

 

 

 

 

 

 

3.3

 

Certificate of Designation of Series A Convertible Preferred Stock

 

10-K

11/26/2021

3.3

 

 

 

 

 

 

 

 

 

10.1

 

Stock purchase agreement dated November 3, 2021*

 

  10-Q

1/14/2022

10.1

 

 

 

 

 

 

 

 

 

10.2

 

Stock purchase Agreement dated November 22, 2022*

 

 

 

 

Filed

 

 

 

 

 

 

 

 

10.3

 

Share Exchange Agreement dated February 13, 2023

       

Filed

               

31.1

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

 

 

 

 

Filed

 

 

 

 

 

 

 

 

32.1

 

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

 

 

 

 

Furnished**

 

 

 

 

 

 

 

 

101

 

Inline Interactive data files pursuant to Rule 405 of Regulation S-T

 

 

 

 

Filed

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

* Certain schedules, appendices and exhibits have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule, appendix and/or exhibit will be furnished supplementally to the Staff of the Securities and Exchange Commission upon request.

**This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

 

 

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.

 

 

Nowtransit Inc.

 

 

 

 

 

Dated: May 17, 2024

By:

/s/ Justin Earl

 

 

 

Justin Earl

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ Justin Earl

 

Principal Executive Officer and Director

 

May 17, 2024

Justin Earl

 

 

 

 

 

 

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