Transuite.Org Inc 10-Q for FY2022 Q2
Transuite.Org Inc. (TRSO)
About this 10-Q
Transuite.Org Inc filed this 10-Q on October 13, 2022, covering the quarter ended August 31, 2022 (FY2022 Q2).
Headline figures
Quarter ended August 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7023
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________ to __________
Commission file 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, 2022.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 4 |
| Balance Sheets as of August 31, 2022 (Unaudited) and November 30, 2021 | 5 | |
| Statements of Operations for the three and nine months ended August 31, 2022 and 2021 (Unaudited) | 6 | |
| Statements of Changes in Stockholder’s Equity (Deficit) for the three and nine months ended August 31, 2022 and 2021 (Unaudited) | 7 | |
| Statements of Cash Flows for the nine months ended August 31, 2022 and 2021 (Unaudited) | 8 | |
| Notes to the 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 | 14 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 16 |
| Item 1A | Risk Factors | 16 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
| Item 3. | Defaults Upon Senior Securities | 16 |
| Item 4. | Mine Safety Disclosures | 16 |
| Item 5. | Other Information | 16 |
| Item 6. | Exhibits | 16 |
| Signatures | 16 |
3
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
The accompanying interim 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 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.
4
Transuite.Org Inc.
Balance Sheets
| As of August 31, 2022 | As of November 30, 2021 | |||
| (Unaudited) | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | $ | ||
| Total Current Assets | ||||
| Other Assets | ||||
| Intangible Assets | ||||
| Prepaid expense | ||||
| 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, 2022 and November 30, 2021 |
||||
| Additional paid in capital | ||||
| Accumulated deficit | ( |
( | ||
| Total Stockholders’ Equity (Deficit) | ( |
( | ||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of the financial statements
5
Transuite.Org Inc.
Statements of Operations
(Unaudited)
|
Three months ended August 31, 2022 |
Three months ended August 31, 2021 |
Nine months ended August 31, 2022 |
Nine months ended August 31, 2021 | |||||
| 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 LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| NET INCOME PER SHARE | $ | ( |
$ | ( |
$ | ( |
$ | ( |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
The accompanying notes are an integral part of the financial statements
6
Transuite.Org Inc.
Statements of Changes in Stockholders’ Equity (Deficit)
| Common Stock | Additional Paid-in Capital |
Accumulated Deficit | Total Stockholder`s Equity | ||||||||||
| Shares | Amount | ||||||||||||
| Balance at November 30, 2020 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | 885 | 885 | |||||||||||
| Net loss | - | ( |
( | ||||||||||
| Balance at August 31, 2021 | 3,000,000 | $ | 3,000 | $ | 1,547 | $ | (25,449) | $ | (20,902) | ||||
| Balance at November 30, 2021 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | 1,983 | 1,983 | |||||||||||
| Sales of common stock at $0.025 per share | |||||||||||||
| Net loss | - | ( |
( | ||||||||||
| Balance at August 31, 2022 | 4,046,760 | $ | 4,047 | $ | 29,136 | $ | (53,643) | $ | (20,460) | ||||
| Balance at May 31, 2021 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | |||||||||||||
| Net loss | - | ( |
( | ||||||||||
| Balance at August 31, 2021 | $ | $ | $ | ( |
$ | ( | |||||||
| Balance at May 31, 2022 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | |||||||||||||
| Net loss | - | ( |
( | ||||||||||
| Balance at August 31, 2022 | $ | $ | $ | ( |
$ | ( | |||||||
The accompanying notes are an integral part of the financial statements
7
Transuite.Org Inc.
Statements of Cash Flows
|
Nine months ended August 31, 2022 |
Nine months ended August 31, 2021 | |||
| OPERATING ACTIVITIES | ||||
| Net Loss | $ | ( |
$ | ( |
| Adjustments to reconcile net loss to net cash from operating activities: | ||||
| Imputed interest | ||||
| Prepaid expense | ( |
|||
| Accounts payable | ( | |||
| NET CASH USED IN OPERATING ACTIVITIES | ( |
( | ||
| INVESTING ACTIVITIES | ||||
| Intangible Assets | ( |
|||
| NET CASH PROVIDED BY 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 financial statements
8
Transuite.Org Inc.
Notes to the Financial Statements
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 $53,643 at August 31, 2022, had a net loss of $25,861 and used net cash of $36,279 in operating activities for nine months ended August 31, 2022. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations.
3. Summary of Significant Accounting Policies
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. The 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 Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Revenue
In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.
During the nine months ended August 31,
2022, we generated total revenue of $
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.
9
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 Assets
An intangible asset is an identifiable non-monetary asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal rights.
Intangible assets are measured initially at cost. After initial recognition, an entity usually measures an intangible asset at cost less accumulated amortization. Amortization of intangible assets commences on the 1st day of the month following the month of the commissioning of the fixed assets. Intangible assets are amortized on a straight-line basis over five years.
The Company's database is individually tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through undiscounted future cash flows from that asset during the estimated holding period.
For the nine months ended August
31 2022, the Company purchased an intangible asset of database for $
Depreciation and amortization expense on Intangible Assets was $0 and $0 during the nine months ended August 31, 2022 and 2021, respectively.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using straight-line method over the estimated useful life of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.
Cash and Cash Equivalents
The Company considers all highly liquid investments with remaining maturities at the date of purchase of six 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 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 al 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.
10
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.
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, 2022, a director
of the Company advanced $
5. Income Taxes
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of August 31, 2022, the Company had net operating loss carry forwards of approximately $53,643. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The valuation allowance at August 31, 2022 was approximately $11,265. The net change in valuation allowance during year nine months ended August 31, 2022 was $5,431. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
The provision for Federal income tax consists of the following:
| As of August 31, 2022 | As of August 31, 2021 | ||||
| (Unaudited) | (Unaudited) | ||||
| Non-current deferred tax assets: | |||||
| Net operating loss carry forward | $ | ( |
$ | ( |
) |
| Total deferred tax assets | ( |
( |
) | ||
| Valuation allowance | $ | $ | |||
| Net deferred tax assets | $ | $ |
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of August 31, 2022. All tax years since inception remain open for examination by taxing authorities.
11
The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the year ended August 31, 2022 as follows:
|
Nine months ended August 31, 2022 |
Nine months ended August 31, 2021 | |||
| Computed “expected” tax expense (benefit) | $ | ( |
$ | ( |
| Change in valuation allowance | $ | $ | ||
| Actual tax expense (benefit) | $ | $ |
6. Prepaid Expenses
As of August 31, 2022, prepaid expenses were $22,500 (August 31, 2021- $0).
| Description | 2022 | |
| 1 | Website development | $ |
| 2 | SEO | $ |
| 3 | Content copywriting | $ |
| TOTAL | $ | |
7. Intangible Assets
The Сompany acquired a database from ZAITSEV IBC PTE. LTD on August 23, 2022.
As of August 31, 2022, the total
amount of database was $
8. 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 $0.001 per share.
On December 24, 2018, we issued a total of 3,000,000 shares of restricted common stock to Michal Wisniewski, our sole officer and director, in consideration of $3,000.
During November 30, 2021, the Company issued 88,800 shares of common stock for cash proceeds of $2,220 at $0.025 per share.
During December 2021 the Company issued 863,920 shares of common stock for cash proceeds of $21,598 at $0.025 per share.
During January 2022 the Company issued 94,040 shares of common stock for cash proceeds of $2,351 at $0.025 per share.
There were and 3 shares of common stock issued and outstanding as of February 28, 2022 and 2021, respectively.
9. Subsequent Events
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to August 31, 2022, and has determined that it does not have any material subsequent events to disclose in these financial statements.
12
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Business Overview
We are developing our Translation Platform (the ‘Platform’) to regular users and/or small business 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 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:
| ● | Digital press advertising | |
| ● | Online videos | |
| ● | Social media | |
| ● | Blogging | |
| ● | Advertising networks |
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.
13
Results of Operations for the three and six months ended May 31, 2022 and 2021:
Revenue
For the three months ended August 31, 2022, and 2021, we generated total revenue of $7,023 and $0 respectively.
For the nine months ended August 31, 2022, and 2021, we generated total revenue of $7,909 and $0 respectively.
Liquidity and Capital Resources and Cash Requirements
As of August 31, 2022, the Company had cash of $1,421 and $867 as of August 31, 2021. Furthermore, the Company had a working capital deficit of $20,460 and $20,902 as of August 31, 2022 and August 31, 2021 relatively.
During the nine months ended August 31, 2022, the Company used $36,279 of cash in operating activities due to its net loss $25,861 and prepaid expenses of $22,500 offset accounts payable of $10,099. During the nine months ended August 31, 2021, the Company used $15,630 of cash in operating activities due to its net loss $16,438 and accounts payable of $77.
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.
| 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, 2021. 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.
14
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 November 30, 2021, 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 November 30, 2021, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. We do not have an Audit Committee – 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.
2. We did not maintain appropriate cash controls – As of November 30, 2021, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.
3. We did not implement appropriate information technology controls – As at November 30, 2021, 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.
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 November 31, 2021 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 occurred during the six months ended May 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
15
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 13, 2022 | 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) |
16
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 13, 2022 |
|
|
/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, 2022 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 13, 2022
|
| /s/ Michal Wisniewski |
| Michal Wisniewski |
|
Chief Executive Officer/Director
Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer)
|