NOWTRANSIT (NOTR) 10-Q 17 May 24 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Feb. 28, 2023	May 13, 2024
Document Information Line Items
Entity Registrant Name	NOWTRANSIT INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		5,461,500
Amendment Flag	false
Entity Central Index Key	0001784440
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Feb. 28, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	true
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-234487
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	98-1498782
Entity Address, Address Line One	2825 East Cottonwood Parkway
Entity Address, Address Line Two	Suite 500 - #5130
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84121
City Area Code	(801)
Local Phone Number	810-6209
Title of 12(b) Security	None
Entity Interactive Data Current	Yes
No Trading Symbol Flag	true

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Feb. 28, 2023	Aug. 31, 2022
Current Assets
Cash and cash equivalents	$ 8,793	$ 16,253
Total current assets	8,793	16,253
Total Assets	8,793	16,253
Current Liabilities
Accounts payable	3,302	1,860
Total current liabilities	3,302	1,860
Preferred stock: $0.0001 par value, 140,000 shares authorized; 140,000 and 100,000 shares issued and outstanding at February 28, 2023 and August 31, 2022, respectively	14	10
Common stock: $0.0001 par value, 75,000,000 shares authorized; 5,461,500 shares issued and outstanding at February 28, 2023 and August 31, 2022, respectively	546	546
Additional paid-in capital	171,233	131,237
Accumulated deficit	(166,302)	(117,400)
Total stockholders' equity (deficit)	5,491	14,393
Total Liabilities and Stockholders' Equity (Deficit)	$ 8,793	$ 16,253

BALANCE SHEETS (Parentheticals)

BALANCE SHEETS (Parentheticals) - $ / shares	Feb. 28, 2023	Aug. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	140,000	100,000
Preferred stock, shares outstanding	140,000	100,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,461,500	5,461,500
Common stock, shares outstanding	5,461,500	5,461,500
Common stock, shares authorized	75,000,000	75,000,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
General and administrative expenses	20,011	26,240	48,928	40,329
Total Operating Expenses	20,011	26,240	48,928	40,329
Loss from Operations	(20,011)	(26,240)	(48,928)	(40,329)
Other Income	26	0	26	0
Gain on forgiveness of debt	0	8,713	0	8,713
Net loss	$ (19,985)	$ (17,527)	$ (48,902)	$ (31,616)
Net loss per common share - basic and diluted (in Dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted average common shares outstanding - basic and diluted (in Shares)	5,461,500	5,461,500	5,461,500	5,461,500

STATEMENTS OF STOCKHOLDERS' EQU

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Series A Preferred Stock [Member] Additional Paid-in Capital [Member]	Series A Preferred Stock [Member] Preferred Stock [Member]	Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Preferred Stock [Member]	Total
Balance at Aug. 31, 2021				$ 546	$ 20,854	$ (34,192)		$ (12,792)
Balance (in Shares) at Aug. 31, 2021				5,461,500
Preferred shares issued for cash	$ 99,990	$ 10	$ 100,000
Preferred shares issued for cash (in Shares)		100,000
Net loss						(31,616)		(31,616)
Balance at Feb. 28, 2022				$ 546	120,844	(65,808)	$ 10	55,592
Balance (in Shares) at Feb. 28, 2022				5,461,500			100,000
Balance at Aug. 31, 2022				$ 546	131,237	(117,400)	$ 10	$ 14,393
Balance (in Shares) at Aug. 31, 2022				5,461,500			100,000	5,461,500
Preferred shares issued for cash	$ 39,996	$ 4	$ 40,000
Preferred shares issued for cash (in Shares)		40,000
Net loss						(48,902)		$ (48,902)
Balance at Feb. 28, 2023				$ 546	$ 171,233	$ (166,302)	$ 14	$ 5,491
Balance (in Shares) at Feb. 28, 2023				5,461,500			140,000	5,461,500

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022
Cash Flows From Operating Activities
Net loss	$ (19,985)	$ (17,527)	$ (48,902)	$ (31,616)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt	0	(8,713)	0	(8,713)
Changes in operating activities:
Prepaid Expense			0	4,279
Accounts payable			1,442	5,122
Net Cash Used in Operating Activities			(47,460)	(30,928)
Cash Flows From Financing Activities
Proceeds from issuance of preferred stock			40,000	100,000
Net Cash Provided by Financing Activities			40,000	100,000
Net Increase in Cash			(7,460)	69,072
Cash at Beginning of Period			16,253	2,035
Cash at End of Period	$ 8,793	$ 71,107	8,793	71,107
Cash paid for interest			0	0
Cash paid for income taxes			$ 0	$ 0

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Feb. 28, 2023
Accounting Policies [Abstract]
Business Description and Basis of Presentation [Text Block]	NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION Nowtransit Inc. (the “Company”, “us”, “we”) was incorporated in the State of Nevada on July 8, 2019. We have not generated any revenues, have minimal assets and have incurred losses since inception. We were formed to engage in the online delivery business, but in connection with the Change of Control described in the following paragraph, the Company has terminated its plans in the online delivery business. Since the Change of Control, we commenced seeking new business opportunities in the United States. Our goal is to acquire a privately-held business looking to go public through a reverse merger in which a large majority of our outstanding stock will be issued to the equity owners of a target business.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Feb. 28, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern [Text Block]	NOTE 2: GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $166,302 as of February 28, 2023 and $117,400 as of August 31, 2022. The Company had losses of $48,902 for the six months ended February 28, 2023, and $31,616 for the six months ended February, 2022, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. We may require additional capital for our operations and for any operating entity that we acquire. Economic downturns, including a recession, combined with high inflation and investor uncertainties may limit or hinder our ability to obtain the funding we require. If we are unable to raise capital or the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, our future operating results may be materially adversely affected.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Feb. 28, 2023
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with US GAAP. The Company’s year-end is August 31. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents. The Company had $8,793 and $16,253 in cash as of February 28, 2023 and August 31, 2022, respectively, and no cash equivalents. Concentration of Credit Risks The Company maintains funds in a financial institution that is a member of the Federal Deposit Insurance Corporation. As such, funds are insured based on Federal Reserve limits. At February 28, 2023 and August 31, 2022, the Company did not have cash deposits in excess of these insured limits. Fair Value of Financial Instruments FASB ASC Topic 820, "Fair Value Measurement," The three levels are defined as follows: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Due to their short-term nature, the carrying values of the Company’s current assets and liabilities approximated fair value at February 28, 2023 and August 31, 2022. Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Basic and Diluted Loss Per Share The Company computes loss per share in accordance with FASB ASC 260 “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholder by the weighted average number of outstanding shares of common stock during the period. Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive loss per share excludes all potential shares of common stock if their effect is anti-dilutive. During the six months ended February 28, 2023 and 2022, there were 420,000 and 300,000, respectively, potentially dilutive common shares outstanding with respect to convertible preferred stock (Note 7), which were anti-dilutive due to the Company's net loss for the period. Recent Accounting Pronouncements We have reviewed all recently issued but not yet effective accounting standards, and do not believe, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Feb. 28, 2023
Stockholders' Equity Note [Abstract]
Equity [Text Block]	NOTE 4: STOCKHOLDERS EQUITY Common Stock The Company has 75,000,000, $0.0001 par value shares of voting common stock authorized. There were no issuances of common stock during the three months ended February 28, 2023 or 2022. As of February 28, 2023 and August 31, 2022, there were 5,461,500 shares of common stock issued and outstanding. All shares of common stock have voting rights and are identical. All holders of shares of common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital stock held by such stockholder. Preferred Stock On October 19, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing up to 5,000,000 shares of Preferred Stock, par value $0.0001 per share, with such rights, preferences and limitations as may be set forth in resolutions adopted by the Board of Directors. On November 1, 2021, the Company filed a Certificate of Designation designating 1,000,000 shares of Preferred Stock as Series A Convertible Preferred Stock (the “Series A”). Each share of the Series A is convertible into three shares of the Company’s common stock at the holder's election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice. On November 22, 2022, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 40,000 shares of the Series A at a purchase price of $1.00 per share (the “Offering”). The Company received $40,000 in gross proceeds from the Offering. On November 3, 2021, the Company entered into a Stock Purchase Agreement with an accredited investor pursuant to which the Company sold to the purchaser 100,000 shares of the Series A at a purchase price of $1.00 per share (the “Offering”). The Company received $100,000 in gross proceeds from the Offering. The Company had 140,000 and 100,000 shares of Series A Convertible Preferred Stock, par value $0.0001, outstanding at February 28, 2023 and August 31, 2022, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Feb. 28, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 5: COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company may become a party to litigation matters involving claims against it. At February 28, 2023, there are no current matters that would have a material effect on the Company’s financial position or results of operations. The Company has a month-to-month office space lease. Rent expense for the six months ended February 28, 2023 and 2022 was $504 and $276, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Feb. 28, 2023
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 6: SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to February 28, 2023 through the date these financial statements were issued and has included the following. On February 13, 2023, Nowtransit Inc, a Nevada corporation. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Best Labs, Inc., a Nevada corporation (“Best”) and the shareholders of Best signatory thereto who collectively own 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock. The transaction consummated on March 10, 2023 (the “Closing”). Upon the Closing, the Company issued the Best shareholders signatory 34,371,100 shares of the Company’s common stock, representing approximately 85.39% of the shares of the Company’s common stock to be outstanding, in exchange for all of the shares of Best common stock held by such Best shareholders (the “Exchange”). The information contained in Item 2.01 of the Current Report on Form 8-K is incorporated herein by reference. The Exchange was exempt from registration under the Securities Act of 1933 pursuant to Rule 506(b) of Regulation D promulgated thereunder as a transaction not involving a public offering. The information set forth or referenced in Items 2.01, 3.02, 5.02, 5.03, 5.06 of the Current Report on Form 8-K filed on March 16, 2023 is incorporated herein by reference As a result of the Closing of the Exchange Agreement, the Company ceased being a shell company, as that term is defined by Rule 12b-2 under the Securities Exchange Act of 1934. The information set forth or referenced in Item 1.01 of the Current Report on Form 8-K filed on February 17, 2023 is incorporated herein by reference.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Feb. 28, 2023
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying financial statements have been prepared in accordance with US GAAP. The Company’s year-end is August 31.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents. The Company had $8,793 and $16,253 in cash as of February 28, 2023 and August 31, 2022, respectively, and no cash equivalents.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	Concentration of Credit Risks The Company maintains funds in a financial institution that is a member of the Federal Deposit Insurance Corporation. As such, funds are insured based on Federal Reserve limits. At February 28, 2023 and August 31, 2022, the Company did not have cash deposits in excess of these insured limits.
Fair Value Measurement, Policy [Policy Text Block]	Fair Value of Financial Instruments FASB ASC Topic 820, "Fair Value Measurement," The three levels are defined as follows: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Due to their short-term nature, the carrying values of the Company’s current assets and liabilities approximated fair value at February 28, 2023 and August 31, 2022.
Income Tax, Policy [Policy Text Block]	Income Taxes The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Earnings Per Share, Policy [Policy Text Block]	Basic and Diluted Loss Per Share The Company computes loss per share in accordance with FASB ASC 260 “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholder by the weighted average number of outstanding shares of common stock during the period. Diluted loss per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive loss per share excludes all potential shares of common stock if their effect is anti-dilutive. During the six months ended February 28, 2023 and 2022, there were 420,000 and 300,000, respectively, potentially dilutive common shares outstanding with respect to convertible preferred stock (Note 7), which were anti-dilutive due to the Company's net loss for the period.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements We have reviewed all recently issued but not yet effective accounting standards, and do not believe, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ (166,302)		$ (166,302)		$ (117,400)
Net Income (Loss) Attributable to Parent	$ (19,985)	$ (17,527)	$ (48,902)	$ (31,616)

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2022
Accounting Policies [Abstract]
Cash	$ 8,793		$ 16,253
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	420,000	300,000

STOCKHOLDERS_ EQUITY (Details)

STOCKHOLDERS’ EQUITY (Details) - USD ($)			6 Months Ended
	Nov. 22, 2022	Nov. 03, 2021	Feb. 28, 2023	Feb. 28, 2022	Aug. 31, 2022
STOCKHOLDERS’ EQUITY (Details) [Line Items]
Common Stock, Shares Authorized			75,000,000		75,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)			$ 0.0001		$ 0.0001
Common Stock, Shares, Outstanding			5,461,500		5,461,500
Common Stock, Shares, Issued			5,461,500		5,461,500
Preferred Stock, Shares Authorized			5,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)			$ 0.0001		$ 0.0001
Preferred Stock, Conversion Basis			Each share of the Series A is convertible into three shares of the Company’s common stock at the holder's election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice
Shares Issued, Price Per Share (in Dollars per share)	$ 1	$ 1
Proceeds from Issuance of Preferred Stock and Preference Stock (in Dollars)	$ 40,000	$ 100,000	$ 40,000	$ 100,000
Preferred Stock, Shares Outstanding			140,000		100,000
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (Details) [Line Items]
Preferred Stock, Shares Authorized			1,000,000
Stock Issued During Period, Shares, New Issues	40,000	100,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	6 Months Ended
	Feb. 28, 2023	Feb. 28, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating Leases, Rent Expense	$ 504	$ 276

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - shares	Mar. 10, 2023	Feb. 13, 2023
Best 365 Labs Inc. [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Equity Method Investment, Ownership Percentage	85.39%
Best 365 Labs Inc. [Member] | Best 365 Labs Inc. [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Equity Method Investment, Ownership Percentage		100%
Best 365 Labs Inc. [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	34,371,100
Best 365 Labs Inc. [Member] | Best 365 Labs Inc. [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares		9,588,000