Transuite.Org Inc 10-Q for FY2024 Q2
Transuite.Org Inc. (TRSO)
About this 10-Q
Transuite.Org Inc filed this 10-Q on October 11, 2024, covering the quarter ended August 31, 2024 (FY2024 Q2).
Headline figures
Quarter ended August 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $45.55K
- compared with net income of $2692 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) |
Zhenlong Zhao
+
(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 10, 2024.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Condensed Financial Statements (Unaudited) | 4 |
| Condensed Balance Sheets as of August 31, 2024 (Unaudited) and November 30, 2023 | 5 | |
| Condensed Statements of Operations for the three and nine months ended August 31, 2024 and 2023 (Unaudited) | 6 | |
| Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the three and nine months ended August 31, 2024 and 2023 (Unaudited) | 7 | |
| Condensed Statements of Cash Flows for the nine months ended August 31, 2024 and 2023 (Unaudited) | 8 | |
| Notes to the Condensed Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| Item 4. | Controls and Procedures | 16 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 18 |
| Item 1A | Risk Factors | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Mine Safety Disclosures | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| Signatures | 18 |
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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, 2024 (Unaudited) and November 30, 2023
| As of August 31, 2024 | As of November 30, 2023 | |||
| (Unaudited) | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | $ | ||
| Prepaid Expense | ||||
| Total Current Assets | ||||
| Other Assets | ||||
| Intangible assets, net | ||||
| Total Other Assets | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Accounts payable | $ | $ | ||
| Convertible notes payable | ||||
| Total Current Liabilities | ||||
| Loan payable – related party | ||||
| Total Long-Term Liabilities | ||||
| Total Liabilities | ||||
| Stockholders’ Deficit | ||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding at August 31, 2024 and November 30, 2023 | ||||
| Additional paid in capital | ||||
| Accumulated deficit | ( |
( | ||
| Total Stockholders’ Deficit | ( |
( | ||
| TOTAL LIABILITIES & STOCKHOLDERS’ 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, 2024 and 2023
(Unaudited)
|
Three months ended August 31, 2024 |
Three months ended August 31, 2023 |
Nine months ended August 31, 2024 |
Nine months ended August 31, 2023 | |||||
| REVENUES | $ | $ | $ | $ | ||||
| Cost of sales | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| General and administrative expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| INCOME (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, 2024 and 2023
(Unaudited)
| Common Stock | Additional Paid-in Capital |
Accumulated Deficit | Total Stockholder`s Equity | ||||||||||
| Shares | Amount | ||||||||||||
| Balance at November 30, 2022 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | ||||||||||||
| Net Income (loss) | - | ( |
( | ||||||||||
| Balance at August 31, 2023 | 4,046,760 | $ | 4,047 | $ | 34,568 | $ | (71,109) | $ | (32,494) | ||||
| Balance at November 30, 2023 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | ||||||||||||
| Forgiveness of loan payable – related party | - | ||||||||||||
| Net Income (loss) | - | ( |
( | ||||||||||
| Balance at August 31, 2024 | 4,046,760 | $ | 4,047 | $ | 145,329 | $ | (214,535) | $ | (65,159) | ||||
| Balance at May 31, 2023 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | ||||||||||||
| Net Income (loss) | - | ||||||||||||
| Balance at August 31, 2023 | $ | $ | $ | ( |
$ | ( | |||||||
| Balance at May 31, 2024 | $ | $ | $ | ( |
$ | ( | |||||||
| Imputed interest | - | ||||||||||||
| Forgiveness of loan payable – related party | - | ||||||||||||
| Net Income (loss) | - | ( |
( | ||||||||||
| Balance at August 31, 2024 | $ | $ | $ | ( |
$ | ( | |||||||
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, 2024 and 2023
(Unaudited)
|
Nine months ended August 31, 2024 |
Nine months ended August 31, 2023 | |||
| 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 | ( |
( | ||
| 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 | $ | $ | ||
| Non-cash investing and financing activities: | ||||
| Forgiveness of loan payable – related party | $ | 104,696 | $ | - |
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
Effective August 28, 2024, Michal Wisniewski, the previous sole officer and director and majority shareholder of Transuite.Org Inc. (the “Company”), entered into a stock purchase agreements for the sale of 3,000,000 shares of Common Stock of the Company, representing approximately 74% of the issued and outstanding shares of Common Stock of the Company as of such date, to 36 Fusion Excellent Group Ltd., a company organized under the laws of the British Virgin Islands, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.
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 $214,535 at August 31, 2024, had a net loss of $141,346, and used net cash of $54,025 in operating activities for nine months ended August 31, 2024. 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 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 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, 2024 and 2023, we have generated $0 and $28,509 revenue, respectively.
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 stated at their carrying values, net of a reserve for expected credit losses, which is primarily based on historical collection trends. We had an allowance for doubtful accounts of $0 as of August 31, 2024 and November 30, 2023.
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 $64,500, which is being amortized over a 5-year life. During the nine months ended August 31, 2024, and August 31, 2023, we recognized $9,675 and $6,375 worth of amortization expense, respectively. The Company expects to recognize additional amortization expense of $3,225 during the year ended November 30, 2024, $12,900 of amortization expense in the fiscal years ending November 2025 and 2026, $11,859 of amortization expense in the fiscal year ending November 30, 2027, and $4,118 of amortization expense in the fiscal year ending November 30, 2028.
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.
As
of August 31, 2024 and November 30, 2023, there were $
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payment.
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.
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.
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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. For the nine months ended August 31, 2024 and August 31, 2023, potential dilutive securities of 5,117,333 and 0, respectively, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share.
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, 2024, and 2023 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
Effective June 15, 2018, the Company entered a Loan Agreement with its CEO. The lender agreed to lend a total of $50,000 payable in applicable installments over the Term of the loan. The CEO agreed to an interest rate of 0% and a Term of 5 years. Effective October 6, 2022, the CEO agreed to increase maximum amount of the Loan to $100,000 and extend the Term to 7 years or until June 15, 2025. Effective March 12, 2024, the CEO agreed to increase the maximum amount of the Loan to $105,000. Imputed interest expense of $4,807 and $4,419 for the nine months ended August 31, 2024, and 2023, respectively, was recorded as additional paid-in capital. On August 21, 2024 the director hereby agrees to terminate and discharge the Company from its obligations under the Loan Agreement, subject to the terms and conditions set forth in this Agreement.
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.
There were and 4,046,760 shares of common stock issued and outstanding as of August 31, 2024, and November 30, 2023, respectively.
6. Convertible Notes Payable
On November 8, 2023, the Company entered into the Loan Agreement with Mabel Thorndike ltd pursuant to which the Company issued to Mabel Thorndike ltd a Convertible Promissory Note in the aggregate principal amount of $153,520. The Convertible Note is not subject to interest, has a maturity date of November 8, 2024, and the Company has agreed to convert all or a portion of the outstanding balance of this Note into shares of the common stock, par value $0.03 per share from the date on which the Convertible Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. As of May 31, 2024, the amount due for this Convertible Note was $153,520. On August 21, 2024 Mabel Thorndike ltd desired to transfer and assign to Aurora Peak Holdings Ltd. all rights of the Mabel Thorndike ltd Note and the Assignee desires to assume the rights of the Mabel Thorndike ltd Note.
7. Subsequent Events
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to August 31, 2024, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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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.
Also, on August 28, 2024 Mr. Wisniewski and Andrii Krot resigned from all executive officer positions with the Company, including Chief Executive Officer and President, and as members of the Board, and effective August 28, 2024, Zhenlong Zhao was appointed as Chief Executive Officer, Chief Financial Officer, Secretary and sole Director.
Although Mr. Wisniewski is no longer President, he continues to manage the company's existing business.
Results of Operations for the three and nine months ended August 31, 2024, and August 31, 2023:
Revenue
For the nine months ended August 31, 2024, and August 31, 2023, we generated total revenue of $0 and $28,509, respectively.
For the three months ended August 31, 2024, and August 31, 2023, we generated total revenue of $0 and $9,904, respectively.
Operating expenses
Total operating expenses for the nine months ended August 31, 2024, and August 31, 2023 were $136,539 and $34,729. The operating expenses for the nine months ended August 31, 2024, and August 31, 2023 included Audit Fees of $13,383 and $16,057; Bank Service Charges of $0 and $249; Professional Fees of $14,175 and $11,398; Depreciation expense of $9,675 and $6,375; Lease expense of $98,640 and $0; Business licenses and permits of $666 and $650.
Total operating expenses for the three months ended August 31, 2024, and August 31, 2023 were $44,061 and $5,675. The operating expenses for the three months ended August 31, 2024, and August 31, 2023 included Audit Fees of $3,094 and $2,575; Professional Fees of $4,196 and $325; Depreciation expense of $3,225 and $2,125; Lease expense of $32,880 and $0; Business licenses and permits of $666 and $650.
Net Loss
Our net income (loss) for the nine months ended August 31, 2024, and August 31, 2023 was $(141,346) and $(12,739), respectively.
Our net income (loss) for the three months ended August 31, 2024 and August 31, 2023 was $(45,548) and $2,692, respectively.
Liquidity and Capital Resources and Cash Requirements
As of August 31, 2024, and November 30, 2023, the Company had cash of $10,815 and $10,815. Furthermore, the Company had a working capital deficit of $110,161 as of August 31, 2024, and $37,322 as of November 30, 2023.
During the nine months ended August 31, 2024, the Company used $54,025 of cash in operating activities due to its net loss of $141,346 and a decrease of $18,001 in accounts payable offset by $14,482 of non-cash expenses and a decrease in prepaids of $90,840. 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 and a $8,265 decrease in accounts payable offset by $10,794 of non-cash expenses.
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, 2024. 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.
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, 2024, 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, 2023, 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, 2024, 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, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
17
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 11, 2024 | By: | s/ Zhenlong Zhao |
| Zhenlong Zhao, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Zhenlong Zhao | ||
| Zhenlong Zhao, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) |
18
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, Zhenlong Zhao, 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. |
| Date: October 11, 2024 | By: | s/ Zhenlong Zhao |
| Zhenlong Zhao, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Zhenlong Zhao | ||
| Zhenlong Zhao, 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 of TRANSUITE.ORG INC. (the “Company”) for the period ended August 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”),I, Zhenlong Zhao, 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. |
| Date: October 11, 2024 | By: | s/ Zhenlong Zhao |
| Zhenlong Zhao, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Zhenlong Zhao | ||
| Zhenlong Zhao, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) |