BHIC 10-Q
BioScience Health Innovations, Inc. (BHIC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | 7374 (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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 ☐
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).
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 ☐ |
| | 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 7(a)(2)(B) of the exchange act.
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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 April 11, 2022 |
| Common Stock: $0.0001 par value | |
TABLE OF CONTENTS
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PART 1 |
FINANCIAL INFORMATION |
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Item 1. |
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Statement of Changes in Stockholders’ Equity (Deficit) (unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II |
OTHER INFORMATION |
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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15 |
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, 2021 audited financial statements and notes thereto. Operating results for the six months ended February 28, 2022 are not necessarily indicative of the results that can be expected for the year ending August 31, 2022.
NOWTRANSIT INC
BALANCE SHEETS
(Unaudited)
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February 28, 2022 (unaudited) |
August 31, 2021 |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
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Prepaid expenses |
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Total current assets |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities |
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Accounts payable |
$ | $ | ||||||
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Credit card payable |
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Accrued interest - related party |
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Due to related parties |
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Loan payable |
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Note payable - related party |
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Total liabilities |
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Stockholders' equity (deficit) |
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Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 1,000,000 designated Series A |
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| Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders' equity (deficit) |
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Total liabilities and stockholders' equity |
$ | $ | ||||||
See accompanying notes, which are an integral part of these unaudited financial statements.
NOWTRANSIT INC
STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended |
For the Three Months Ended |
For the Six Months Ended |
For the Six Months Ended |
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February 28, |
February 28, |
February 28, |
February 28, |
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2022 |
2021 |
2022 |
2021 |
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Revenue |
$ | $ | $ | $ | ||||||||||||
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General and administrative expenses |
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Total operating expenses |
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Net loss from operations |
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Other Income: |
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Gain on forgiveness of debt |
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Total other income |
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Net loss before income taxes |
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Provision for income taxes |
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Net loss |
$ | ( |
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Net loss per share - basic and diluted |
$ | ( |
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Weighted average shares outstanding - basic and diluted |
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See accompanying notes, which are an integral part of these unaudited financial statements.
NOWTRANSIT INC
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three Months Ended February 28, 2022 and 2021
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Total |
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Additional |
Stockholders’ |
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Series A Preferred Stock |
Common Stock |
Paid-In |
Accumulated |
Equity |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
(Deficit) |
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Balance, November 30, 2020 |
- | $ | - | $ | $ | $ | ( |
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Net loss for the quarter ended February 28, 2021 |
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Balance, February 28, 2021 |
- | $ | - | $ | $ | $ | ( |
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Balance, November 30, 2021 |
$ | $ | $ | $ | ( |
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Net loss for the quarter ended February 28, 2022 |
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Balance, February 28, 2022 |
$ | $ | $ | $ | ( |
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For the Six Months Ended February 28, 2022 and 2021
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Total |
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Additional |
Stockholders’ |
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Series A Preferred Stock |
Common Stock |
Paid-In |
Accumulated |
Equity |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
(Deficit) |
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Balance, August 31, 2020 |
$ | $ | $ | ( |
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Net loss for the six months ended February 28, 2021 |
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Balance, February 28, 2021 |
- | $ | - | $ | $ | $ | ( |
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Balance, August 31, 2021 |
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Issuance of preferred stock for cash |
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Net loss for the six months ended February 28, 2022 |
- | - | - | ( |
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Balance, February 28, 2022 |
$ | $ | $ | $ | ( |
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See accompanying notes, which are an integral part of these unaudited financial statements.
NOWTRANSIT INC
STATEMENTS OF CASH FLOWS
(Unaudited)
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For the |
For the |
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Six Months Ended |
Six Months Ended |
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February 28, |
February 28, |
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2022 |
2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to cash used in operating activities: |
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Gain on forgiveness of debt |
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Changes in assets and liabilities: |
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Prepaid expenses |
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Accounts payable |
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Credit card payable |
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Net cash used in operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from issuance of preferred stock |
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Net cash provided by financing activities |
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Net increase (decrease) in cash |
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Cash at beginning of period |
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Cash at end of period |
$ | $ | ||||||
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for interest |
$ | $ | ||||||
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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 28, 2022 AND 2021
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.
On April 2, 2021, Justin Earl purchased from the former sole officer and principal stockholder Ivan Homici
On July 29, 2021, Mr. Homici resigned as the Company’s director, President, Treasurer and Secretary and was replaced in each such role by Mr. Earl.
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 $
The extent of the impact of the coronavirus and its variants ("COVID-19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy continues to be impacted for an extended period, the Company’s future operating results may be materially adversely affected.
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Use of Estimates
The preparation of financial statements in conformity with 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 $
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, 2022 and August 31, 2021, 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:
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Level 1: |
defined as observable inputs such as quoted prices in active markets; |
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Level 2: |
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
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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, 2022 and August 31, 2021.
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 three and six months ended February 28, 2022, there were
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within such fiscal year. Adoption is either a modified retrospective method or a fully retrospective method of transition. We have elected to early adopt ASU 2020-06 effective September 1, 2021 with no material impact to the financial statements.
We do not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 4: LOAN PAYABLE
On May 6, 2020, the Company entered into a loan agreement with a third party for $
NOTE 5: DUE TO RELATED PARTIES
In August 2021, the Company received a loan in the amount of $
NOTE 6: NOTE PAYABLE – RELATED PARTIES
On August 31, 2021, the Company entered into a Promissory Note agreement (the “OO Marketing Promissory Note”) with OO Marketing, a consulting firm owned by Justin Earl, the Company’s President and director, in the principal amount of $
NOTE 7: STOCKHOLDERS’ EQUITY
Common Stock
The Company has
There were no issuances of common stock during the six months ended February 28, 2022 or 2021.
As of February 28, 2022 and August 31, 2021, there were
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
The Company had
NOTE 8: 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, 2022 and subsequently through the issuance of these financial statements, the Company is unaware of any legal matters or other commitments or contingencies that would require disclosure or have a material effect on the Company's financial position or results of operations.
NOTE 9: SUBSEQUENT EVENTS
The Company has evaluated events occurring subsequent to February 28, 2022 through the date these financial statements were issued and noted no items requiring disclosure.
Item 2. Management’s 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, 2021 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
The Company has no operations since inception other than the expenditures related to running the Company, and has generated no revenue since inception.
Plan of Operation
The Company has no operations since inception other than the expenditures related to running the Company, and has no revenue from continuing operations as of the date of this Report. We have terminated our operations in the online delivery industry following the Change of Control. As of the date of this Report, the Company has entered into a non-binding letter of intent and is negotiating a Securities Exchange Agreement with a potential acquisition target in a reverse merger transaction being contemplated by the prospective parties.
If we are unable to close the reverse merger, we will resume our search to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our President has experience in management and business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the COVID-19 pandemic on the U.S. and global economies. See Item 1A - Risk Factors in our Annual Report on Form 10-K for the fiscal year ended August 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2021.
During the next 12 month period we anticipate incurring costs in connection with investigating, evaluating and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business. If we close the reverse merger these expenses will increase.
Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.
As of the date of this Report, the Company has not entered into a definitive agreement to consummate a business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
As of the date of this Report, the Company has entered into a non-binding letter of intent and is negotiating a Securities Exchange Agreement with a potential acquisition target in a reverse merger transaction being contemplated by the prospective parties. Under the terms contemplated by the letter of intent, the Company would enter into a share exchange with the target, which is an operating entity, pursuant to which the Company would issue shares of its common stock representing approximately 78% of the Company’s issued and outstanding common stock on a post-transaction basis in exchange for 100% of the outstanding capital stock of the target entity. However, discussions remain ongoing, and there can be no assurance that the reverse merger will close, or that we will successfully integrate the business or generate material revenue therefrom if the transaction closes. Further, the letter of intent provides that if a definitive agreement is executed, and following the date of such definitive agreement and within 12 months of termination, the Company publicly announces or enters into an agreement involving a competing change of control transaction, the target entity shall pay to the Company a termination fee of $200,000.
Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future, because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographic region.
The selection of a business combination is a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the COVID-19 pandemic, geopolitical turmoil or other factors, as well as rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Additionally, we anticipate needing to raise additional capital in connection with acquiring an operating business, which we may fail to do on favorable terms or at all due to economic conditions, competitive forces or other factors that are beyond our control, in which case we may be unable to effectively develop and execute our business plan.
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, 2022 and 2021, 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 AND SIX MONTHS ENDED FEBRUARY 28, 2022 COMPARED TO FEBRUARY 28, 2021
Our net loss for the three and six months ended February 28, 2022 was $17,527 and $31,616, respectively, compared to a net loss of $12,668 and $18,246, respectively, during the three and six months ended February 28, 2021. 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, our change in control, 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 $26,240 and $40,329, respectively, during the three and six months ended February 28, 2022, compared to $12,668 and $18,246, respectively, during the three and six months ended February 28, 2021. General and administrative expenses for the three and six month period ended February 28, 2022 were partially offset by the $8,713 gain on forgiveness of debt.
LIQUIDITY AND CAPITAL RESOURCES
As of February 28, 2022, our total assets were $71,107 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, 2022, net cash flows used in operating activities was $30,928, consisting of our net loss of $31,616, gain on debt forgiveness of $8,713, a decrease of $4,279 in prepaid expenses, and increases of $4,718 in accounts payable and $404 in credit card payable. Cash flows used in operating activities for the six months ended February 28, 2021 was $18,246, consisting of our net loss.
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, 2022 net cash flows provided by financing activities was $100,000 consisting of gross proceeds from the sale of Series A Convertible Preferred Stock (the “Series A”) for cash as described in the following paragraphs. For the six months ended February 28, 2021, net cash flows provided by financing activities was $0.
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
Our existing working capital is expected to be adequate to fund our operations over the next 12 months. We have financed operations to date through the proceeds of loans from insiders and the private placement of equity. We expect we will need to raise additional capital to meet long-term operating requirements, particularly if we close a reverse merger resulting in our acquisition of an operating business.
The current reverse merger we are negotiating contemplates two financings, one pre-closing $250,000 common stock investment and a second $1.75 million preferred stock investment at or following the closing of the reverse merger. There can be no assurances these financings will close. Additional issuances of equity or convertible debt securities will result in dilution to our current stockholders.
Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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, 2022 (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, 2022.
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, 2022.
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
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
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Exhibit # |
Exhibit Description |
Incorporated By Reference |
Filed or Furnished Herewith |
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|
Form |
Date |
Number |
|||||
|
3.1(a) |
S-1 |
11/4/2019 |
3.1 |
||||
|
3.1(b) |
10-K |
11/26/2021 |
3.1B |
||||
|
3.2 |
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 |
|||
|
31.1 |
Filed |
||||||
|
31.2 |
Filed |
||||||
|
32.1 |
Filed |
||||||
|
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.
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.
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Nowtransit Inc. |
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|
Dated: April 14, 2022 |
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.
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Name |
Title |
Date |
||
|
/s/ Justin Earl |
Principal Executive Officer and Director |
April 14, 2022 |
||
|
Justin Earl |