Transuite.Org Inc 10-Q for FY2023 Q2
Transuite.Org Inc. (TRSO)
About this 10-Q
Transuite.Org Inc filed this 10-Q on October 16, 2023, covering the quarter ended August 31, 2023 (FY2023 Q2).
Headline figures
Quarter ended August 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9904
- up 41.0% from $7023 a year earlier
- Net income
- $2692
- compared with a net loss of $9485 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[
For the quarterly period ended
or
[
For the transition period from __________ to __________
Commission number
(Exact name of registrant as specified in its charter)
| 7370 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
Michal Wisniewski
+
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/a | N/a | N/a | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| None | ||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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.
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 [ ]
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 the definitions 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 | [ ] |
| [X] | 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 Securities Act. [
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of October 13, 2023.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Condensed Financial Statements (Unaudited) | 4 |
| Condensed Balance Sheets as of August 31, 2023 (Unaudited) and November 30, 2022 | 5 | |
| Condensed Statements of Operations for the three and nine months ended August 31, 2023 and 2022 (Unaudited) | 6 | |
| Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the three and nine months ended August 31, 2023 and 2022 (Unaudited) | 7 | |
| Condensed Statements of Cash Flows for the nine months ended August 31, 2023 and 2022 (Unaudited) | 8 | |
| Notes to the Condensed Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 14 |
| Item 4. | Controls and Procedures | 15 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 17 |
| Item 1A | Risk Factors | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signatures | 17 |
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PART I - FINANCIAL INFORMATION
| Item 1. | Condensed Financial Statements. |
The accompanying interim condensed financial statements of Transuite.Org Inc. (“the Company”, “we”, “us” or “our”), have been prepared 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 United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the condensed financial statements contain all material adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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Transuite.Org Inc.
Condensed Balance Sheets
as of August 31, 2023 (Unaudited) and November 30, 2022
| As of August 31, 2023 | As of November 30, 2022 | |||
| (Unaudited) | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | $ | ||
| Total Current Assets | ||||
| Other Assets | ||||
| Intangible assets, net | ||||
| Total Other Assets | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Accounts payable | $ | $ | ||
| Loan payable – related party | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| Stockholder’s Equity (Deficit) | ||||
Common stock, $ par value, shares authorized, and shares issued and outstanding at August 31, 2023 and November 30, 2022 |
||||
| Additional paid in capital | ||||
| Accumulated deficit | ( |
( | ||
| Total Stockholders’ Equity (Deficit) | ( |
( | ||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of the condensed financial statements.
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Transuite.Org Inc.
Condensed Statements of Operations
for the three and nine months ended August 31, 2023 and 2022
(Unaudited)
|
Three months ended August 31, 2023 |
Three months ended August 31, 2022 |
Nine months ended August 31, 2023 |
Nine months ended August 31, 2022 | |||||
| REVENUES | $ | $ | $ | $ | ||||
| Cost of sales | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| General and administrative expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| LOSS FROM OPERATIONS | ( |
|||||||
| OTHER EXPENSE | ||||||||
| Interest expense | ||||||||
|
TOTAL OTHER EXPENSE
|
||||||||
| NET INCOME (LOSS) | $ | $ | ( |
$ | ( |
$ | ( | |
| NET INCOME (LOSS) PER SHARE | $ | $ | ( |
$ | ( |
$ | ( | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
The accompanying notes are an integral part of the condensed financial statements.
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Transuite.Org Inc.
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
for the three and nine months ended August 31, 2023 and 2022
(Unaudited)
| Common Stock | Additional Paid-in Capital |
Accumulated Deficit | Total Stockholder`s Equity | ||||||||||
| Shares | Amount | ||||||||||||
| Balance at November 30, 2021 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | - | 1,983 | - | 1,983 | ||||||||
| Sales of common stock at $0.025 per share | 957,960 | ||||||||||||
| Net Income (loss) | - | ( |
( | ||||||||||
| Balance at August 31, 2022 | 4,046,760 | $ | 4,047 | $ | 29,136 | $ | (53,643) | $ | (20,460) | ||||
| Balance at November 30, 2022 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | - | 4,419 | - | 4,419 | ||||||||
| Net Income (loss) | - | ( |
( | ||||||||||
| Balance at August 31, 2023 | 4,046,760 | $ | 4,047 | $ | 34,568 | $ | (71,109) | $ | (32,494) | ||||
| Balance at May 31, 2022 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | - | 808 | - | 808 | ||||||||
| Net Income (loss) | - | ( |
( | ||||||||||
| Balance at August 31, 2022 | $ | $ | $ | ( |
$ | ( | |||||||
| Balance at May 31, 2023 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | - | 1,537 | - | 1,537 | ||||||||
| Net Income (loss) | - | ||||||||||||
| Balance at August 31, 2023 | $ | $ | $ | ( |
$ | ( | |||||||
The accompanying notes are an integral part of the condensed financial statements.
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Transuite.Org Inc.
Condensed Statements of Cash Flows
for the nine months ended August 31, 2023 and 2022
(Unaudited)
|
Nine months ended August 31, 2023 |
Nine months ended August 31, 2022 | |||
| OPERATING ACTIVITIES | ||||
| Net income | $ | ( |
$ | ( |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Amortization expense | ||||
| Imputed interest | ||||
| Changes in operating assets and liabilities: | ||||
| Prepaid expense | ( | |||
| Accounts payable | ( |
|||
| NET CASH USED IN OPERATING ACTIVITIES | ( |
( | ||
| INVESTING ACTIVITIES | ||||
| Intangible Assets | ( | |||
| NET CASH USED IN INVESTING ACTIVITIES | ( | |||
| FINANCING ACTIVITIES | ||||
| Proceeds from share issuance | ||||
| Proceeds from borrowings – related party | ||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||
| Net increase (decrease) in cash | ( | |||
| Cash at beginning of period | ||||
| Cash at end of period | $ | $ | ||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
| Cash payments for: | ||||
| Interest paid | $ | $ | ||
| Income taxes paid | $ | $ |
The accompanying notes are an integral part of the condensed financial statements.
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Transuite.Org Inc.
Notes to the Condensed Financial Statements
(Unaudited)
1. The Company and Basis of Presentation
Transuite.Org Inc. (the “Company”) was incorporated under the laws of the State of Nevada in June 15, 2018. Transuite.Org Inc. offers translation services to individual and large companies and approaches to build tailored linguistic processes around each subject matter and content type. The company handles everything from content creation through translation and layout to content delivery. We also qualify in all the technical aspects of website and software localization. The Company offers the following services:
1. Translation services
2. Localization services
3. Multimedia translation services
4. Desktop Publishing services
The Company has elected November 30th as its fiscal year-end.
2. Going Concern
Our
financial statements have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge
our liabilities and commitments in the normal course of business for the foreseeable future. We have an accumulated deficit of $
3. Summary of Significant Accounting Policies
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. The condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Condensed Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Revenue
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
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An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company’s revenues are recognized at a point-in-time as translated material is transferred at a distinct point in time per the terms of a contract. The Company shall not be liable for any failure to perform its obligations if such failure is due to circumstances beyond its reasonable control. Any liability of the Company shall be limited to the total of all amounts paid by the customer for services under the contract.
The Company collects payment from customers prior to transferring the translated material and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring the translated material, the Company recognizes deferred revenue until the transfer is made. During the nine months ended August 31, 2023 and 2022, we have generated revenue in the amount of $28,509 and $7,909, respectively. Most of the translation services were provided by the Company’s CEO, with some translation services provided by a translator hired by the Company. During the nine months ended August 31, 2023 and 2022, the CEO provided his translation services at no cost to the Company. The cost of translation services provided by a translator hired by the Company is included as Cost of sales in the Condensed Statements of Operations.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Receivables
Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables, and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had an allowance for doubtful accounts of $0 as of August 31, 2023 and November 30, 2022.
Foreign Currency
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies, and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency-denominated transactions or balances are included in the statement.
Intangible Asset
The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
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Transuite.Org Inc.
Notes to the Condensed Financial Statements
(Unaudited)
We capitalized website development and databases costs of $42,500, which is being amortized over a 5-year life or $8,500 per year. During the nine months ended August 31, 2023, and August 31, 2022, we recognized $6,375 and $1,983 worth of amortization expense, respectively.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Cash and Cash Equivalents
The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents.
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 'Earnings per Share, which requires the presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Income Taxes
The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
Advertising and Marketing
The Company expenses the costs
of advertising and marketing as incurred. Advertising and marketing for the nine months ended August
31, 2023, and 2022 totaled $
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Transuite.Org Inc.
Notes to the Condensed Financial Statements
(Unaudited)
Recent Accounting Pronouncements
The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements.
4. Related party
As of August 31, 2023, a director of the Company advanced $78,067 to the Company. This loan is unsecured, interest-free, with no fixed payment term, for working capital purposes. The note is non-interest bearing and has maturity date of June 15, 2025. Imputed interest expense of $4,419 and $1,983 for the nine months ended August 31, 2023, and 2022, respectively, was recorded as additional paid-in capital.
5. Stockholders’ Equity
Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value of $0.001 per share.
During the nine months ended August 31, 2022, the Company issued 957,960 shares of common stock for cash proceeds of $23,948 at $0.025 per share.
There were
6. Subsequent Events
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to August 31, 2023, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those described below.
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Business Overview
We are developing our Translation Platform (the ‘Platform’) for regular users and/or small businesses for an annual license fee and/or a percentage of profits. Our Platform is going to be a cloud-based marketplace that can be accessed by a web browser on any kind of device that allows end-users to socially connect with translators that offer appropriate services in order to discuss suitable conditions of cooperation.
Competition
We face competition in the social networking sector. Moving forward with development of our Platform, we plan to compete on a larger scale with Facebook, LinkedIn, eBay, and other social networks and E-Commerce sites for users’ engagement, all of which have substantially more financial resources, and a significantly larger user-base than we do.
Competitive Advantages
Our competitive advantage is that we are solely dedicated to the translation industry that business and consumer users that do not feel comfortable sharing content and information on other social networks like Facebook, LinkedIn, and Twitter, as it may either jeopardize their personal and professional reputations or be completely lost in the white-noise of billions of other posts.
Additionally, we are planning to develop specialized features for this translation industry that will incorporate E-Commerce directly into a user’s social networking account. This integration of E-Commerce directly into social networking is expected to set our Platform apart from our current competitors.
Competitive Disadvantages
Our competitive disadvantages are that we do not have the operational and financial resources that our competitors have, which results in our having fewer resources to market our online Translation Platform, advertise our digital services, acquire new users on our Platform, and sell our advertising and digital services to business customers, as compared to our competitors.
Marketing
Our prospective marketing consists of the following:
| ● | Digital press advertising | |
| ● | Online videos | |
| ● | Social media | |
| ● | Blogging | |
| ● | Advertising networks |
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Employees
Apart from our President, Michal Wisniewski, there are no employees at TRANSUITE.ORG Inc. Mr. Wisniewski is entitled to manage all the processes related to the operations of the Company.
Results of Operations for the three and nine months ended August 31, 2023, and August 31, 2022:
Revenue
For the nine months ended August 31, 2023, and August 31, 2022, we generated total revenue of $28,509 and $7,909, respectively.
For the three months ended August 31, 2023, and August 31, 2022, we generated total revenue of $9,904 and $7,023, respectively.
Operating expenses
Total operating expenses for the nine months ended August 31, 2023, and August 31, 2022 were $34,729 and $29,787. The operating expenses for the nine months ended August 31, 2023, and August 31, 2022 included Audit Fees of $16,057 and $14,000; Bank Service Charges of $249 and $747; Professional Fees of $11,398 and $10,893; Depreciation expense of $6,375 and $0; Foreign Exchange Loss of $0 and $347; Advertising and promotion expense of $0 and $3,150; Business licenses and permits of $650 and $650.
Total operating expenses for the three months ended August 31, 2023, and August 31, 2022 were $5,675 and $13,700. The operating expenses for the three months ended August 31, 2023, and August 31, 2022 included Audit Fees of $2,575 and $2,500; Bank Service Charges of $0 and $193; Professional Fees of $325 and $10,296; Depreciation expense of $2,125 and $0; Foreign Exchange Loss of $0 and $61; Business licenses and permits of $650 and $650.
Net Loss
Our net loss for the nine months ended August 31, 2023, and August 31, 2022 was $12,379 and $25,861, respectively.
Our net income for the three months ended August 31, 2023 was $2,692 and net loss for the three months ended August 31, 2022 was $9,485.
Liquidity and Capital Resources and Cash Requirements
As of August 31, 2023, and November 30, 2022, the Company had cash of $10,815 and $37. Furthermore, the Company had a working capital deficit of $67,577 as of August 31, 2023, and $65,632 as of November 30, 2022.
During the nine months ended August 31, 2023, the Company used $10,210 of cash in operating activities due to its net loss of $12,739 offset by $10,794 of non-cash expenses and a decrease in accounts payable of $8,265. During the nine months ended August 31, 2022, the Company used $36,279 of cash in operating activities due to its net loss of $25,861 offset by $1,983 of non-cash expenses and an increase in prepaid expenses of $22,500 offset by an increase in accounts payable of $10,099.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support, or other benefits.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable to smaller reporting companies.
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| Item 4. | Controls and Procedures. |
The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2023, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. We lack an adequate internal control structure – Due to the size of the Company, we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls.
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| 2. | We do not have appropriate segregation of duties or adequate accounting resources – The Company has only one employee therefore no reviews are in place to ensure adequate financial reporting. Additionally, we lack accounting personnel with sufficient accounting knowledge, experience, and understanding of US GAAP or SEC rules. Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
| 3. | We did not implement appropriate information technology controls – As of November 30, 2022, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further, there are no IT controls in place to prevent changes to, or misstatement in, financial reporting. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control- Integrated Framework issued by COSO.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended August 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
| Item 1. | Legal Proceedings. |
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
| Item 1A. | Risk Factors. |
Not applicable to smaller reporting companies.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Not Applicable.
| Item 3. | Defaults Upon Senior Securities. |
Not Applicable.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
| Item 5. | Other Information. |
There is no other information required to be disclosed under this item that has not previously been reported.
| Item 6. | Exhibits. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRANSUITE.ORG INC. | ||
| Date: October 16, 2023 | By: | s/ Michal Wisniewski |
| Michal Wisniewski, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Michal Wisniewski | ||
| Michal Wisniewski, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) |
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Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michal Wisniewski, certify that:
| (1) | I have reviewed this Quarterly report on Form 10-Q of TRANSUITE.ORG INC. |
| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| (3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| (4) | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| (5) | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: October 16, 2023 |
|
|
/s/ Michal Wisniewski Michal Wisniewski
Chief Executive Officer/Director
Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) |
Exhibit 32.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S. C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report on Form 10-Q/A of TRANSUITE.ORG INC. (the “Company”) for the period ended August 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),I, Michal Wisniewski, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Dated: October 16, 2023
|
| /s/ Michal Wisniewski |
| Michal Wisniewski |
|
Chief Executive Officer/Director
Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer)
|