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Item 1. Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
General Information
Nowtransit Inc will be an online platform service, matching people with items to be sent with drivers already headed in that direction. Senders can use this service to send documents, items, parcels, from one city to another city or virtually anywhere else a match can be found. We will not hire any drivers for our company. Drivers will be deemed to be occasional independent contractors meaning the person driving from city A to city B is willing to earn some money by picking up and delivering an item from city A to city B. The Company will serve as an online matching service and nothing more. Once matched, the Company will have no further involvement in the transaction between sender and driver.
Our source of operating revenue will be commissions from customers/senders payments to drivers. If funding for our plan of operation is $25,000 then our burn rate will be approximately $2,083 per month.
We have never been a party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
We have yet to commence operations. As of the date of this filing we have had only limited start-up operations and have not generated revenues. We will not be profitable until we derive sufficient revenues and cash flows from commissions for our services. We believe that, if we obtain the proceeds from this offering and borrow any additional necessary funds from Mr. Ivan Homici, we will be able to conduct business pursuant to our business plan.
Our administrative office is located Manchester, 20, Ayres Road, England, M16 9NB.Our fiscal year end is August 31.
Business Overview
We hope to create an easy internet based platform to match senders and drivers to make one-to-one deliveries of items at a reasonable cost and with minimal environmental impact. The Founder, Mr. Homici, recognized that people are constantly driving from one place to another, for business, for pleasure or to visit. Usually these trips include space in the car or truck to transport additional items or packages. Consequently, it appeared an opportunity would exist if anyone travelling could make some money by picking up an item from a sender and delivering it to the city or destination he/she is headed to. If we use that private capacity, people could save a lot of time needed for transferring delivery from one sorting facility to another, from one truck or plane to another truck or plane used by commercial carriers and have a private person perform the same service much like Uber or Lyft have done in the personal transportation field. Also our future service is designed to reduce the cost of such delivery.
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The driver making the delivery gets paid a fee he/she can use to cover the cost of gas for the trip. Unlike a standard courier service, our company will make the most sense to use when a private driver is already going somewhere. This could result in not burning extra fuel and helps make it much more affordable.
Our service will also eliminate the need for packaging. Unlike regular mail or commercial service courier (ie UPS, FedEx) it's not going to have to bounce through four-five trucks and an airplane to get there. It's going to sit in a private vehicle safely in someone’s backseat or trunk. This could reduce the usage of packaging materials by at least 80%.
The concept is relatively simple. Customers who want to send a parcel or any other item will register on our website with customer’s debit or credit card. The drivers will register with debit/credit cards and will go through our process of verification. The driver profile on social media (Facebook for example) will allow him/her to become a registered driver with our system. The sender must verify his/her phone number and email. In some cases we might ask for a customer’s government issued ID. Also the driver will upload his/her picture on a profile page along with his/her vehicle make, model, year of manufacture and license plate. We hope our process of registration will eliminate or significantly reduce the possibility of items being stolen. Clients could be any business, florist, dentist, tailor, online shop, etc. Clients also can be a private person sending their personal articles.
Next step for sender will be entering the details of delivery: pick up time and location, delivery time and location, size and what is exactly being delivered. Available drivers with their time and travel information will appear on our web site platform. The sender will see the profile of the driver (rating, review of his/her previous deliveries with customers’ feedback). Once the driver is selected the sender will get the driver account contact information. The sender will message a price offer for delivery from his/her account to the driver’s account. The driver will get sender’s phone number once he/she accepted a price for delivery. At the time of picking up, the driver will update the tracking system on our platform as “Picked up”. This will trigger a text massage to be sent to the receiver with a verification code. The sender and receiver will be able to track the driver. On arrival, the driver will hand over the delivered item to the receiver who will give him/her the verification code. The driver will update status of delivery as ‘Delivered” and enter the verification code. This entry will trigger an invoice to be generated and the cost of delivery will be deducted from the sender’s card and credited to the driver’s account. The sender and the driver can rate and review each other. Our Company will retain 10-20% from the paid delivery and allocate the rest to the driver.
Also, we are going to offer the same business model for freight transportation. We will connect shippers, freight brokers, trucking companies and individual truck drivers with empty or partially empty vehicles. Our website platform will help commercial truck drivers find additional freight they can pick-up and deliver while on the go. We will charge 20 percent of a total commercial transaction. By developing a solution for commercial transportation we can help trucks make each trip more efficiently and less expensively. This way we can lower prices, shorten delivery times, and even reduce air pollution because trucks would take less empty trips. The trackers will be able to utilize extra space on their trucks in real time, less deadhead miles.
The sender benefits
The senders can use this service to send documents, items, parcels, from one city to another city. Using the drivers already heading to a delivery city will result in a faster, easier, eco-friendly delivery service. We hope in most cases our delivery will be cheaper than delivery with a regular carrier. In some cases regular carriers can not accept oversized items or it will be extremely expensive to mail it by regular post office or DHL, FedEx, etc. We hope that our future service will provide more flexibility and convenience to the sender.
The driver benefits
The driver can make spare money on his/her trip from city A to city B. On our future website we will have ’tips option’ to pay. Satisfied senders will have an option to pay a tip to the driver if they were satisfied with the delivery service.
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Company website and mobile phone application.
Our main website page will consist of a description of our services and a registration form to fill out for drivers and senders. Our website will also provide contact information about our company and a forum for drivers and senders to comment on their experiences with our service. Currently we have registered the domain http://nowtransitinc.com/. Customers with computer access will order delivery via our website. Customers will have an option to download our mobile phone application on the customer’s mobile phones as well.
Marketing
First step to promote our services will be creation of a simple one-two pages micro website . This will showcase our app to the web audience. We will create a blog and attach it to our microsite. We will hire individuals to write interesting content that will draw potential people to our website. Next we will use social media such as Twitter, Facebook, Google+ and LinkedIn to market our service. When we create a promotional video telling the story people can identify with us. Management will contact bloggers who write on our online service niche and ask to review our service and application. We might publish on iTunes and podcast on our website. We are going to use different websites and applications to advertise our services: Snapchat, Path, Pinterest, etc. Placing six-second “how-to” on Vine.co will be useful for our promotion. Promoting our blog posts on Dubbler with 60-second audios on social networks will draw some interest to our blog and website. Also we will run a contest to encourage people to tweet and share content on their social networks promoting our services. We will offer promotion pricing and reduce our fee from time to time.
Competition
We compete against a number of companies, most of which have substantially greater resources than we do. The online shipping business is characterized by vigorous competition throughout the world. Brand recognition, advertising, promotion, quality, performance, availability and price are some of the factors that impact consumers’ choices among online shipping services. Biggest multinational competitors engaged in the online shipping business are: Uber, Lyft.
When someone is using Uber and Lyft, he/she is essentially summoning the drivers to come somewhere they weren't already going, to take delivery somewhere the drivers also weren't already going. We thing this might be our cost advantage against companies like Uber, Lyft. Also, we will concentrate from city to city delivery while our biggest competitors concentrate on inner city delivery.
Agreement
Currently we have no agreements.
Patents and Trademarks
At the present we do not have any patents or trademarks.
Research and Development Activities
Other than time spent researching our proposed business, we have not spent any funds on research and development activities to date.
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Environmental Laws
Our operations are not subject to any environmental laws.
Description of Property
We do not own any real property.
Funding permitting, we intend to establish an office elsewhere but have not identified a location as of the date of this Prospectus.
We are not currently a party to any legal proceedings nor are we aware of any action that has been threatened.
Item 1A. Risk Factors
Not required for smaller reporting companies.
Item 2. Description of Property
Our principal place of business is located Manchester 20, Ayres Road England M16 9NB. The office space is provided by the Company director at no charge to the Company.
We believe that these facilities are adequate for our current needs. We do not own any real estate.
Item 3. Legal Proceedings
We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
There is no “established trading market” for our shares of common stock. Our common stock is currently not quoted as of August 31, 2020.
Number of Holders
As of August 31, 2020, 5,461,500 shares of our common stock were issued and outstanding, which were held by 29 stockholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the year ended August 31, 2020 and the period of July 8 (“Inception”) through August 31, 2019. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Item 6. Selected Financial Data
Consistent with the rules applicable to “smaller reporting entities”, we have omitted he information required by Item 6.
Item 7. Management Discussion and Results of Operations
Nowtransit Inc (“we,” “our” or the “Company”) was incorporated in the State of Nevada on July 08, 2019. To date we have not generated revenue from our business operations. Furthermore, as we are still in the early stages of developing our business and expect to operate at a loss as we grow our business. There is little historical financial information about our Company upon which to base an evaluation of our performance or to make a decision regarding an investment in our shares. We cannot guarantee that we will be successful in our business operations or that we will achieve significant, if any, level of market acceptance for our proposed business operations and products. Our business could be subject to any or all of the problems, expenses, delays and risks inherent in the establishment of a new business enterprise, including limited capital resources, possible changes in consumer interest, possible cost overruns due to price and cost increases in services we require.
We have never been subject to any bankruptcy proceeding. Our principal place of business are located Manchester, 20, Ayres Road, England, M16 9NB. Our phone number is +441618841268.
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PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
REPORTS
We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.
STOCK TRANSFER AGENT
Our stock transfer agent is Justeene Blankenship, Action Stock Transfer, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121, (801) 274-1088 voice, (801) 274-1099 fax, jb@actionstocktransfer.com, www.actionstocktransfer.com.
Critical Accounting Policies and Estimates
Management’s discussion and analysis and results of operations are based upon our accompanying financial statements for the year ended August 31, 2020 and the period of inception on July 8, 2019 through August 31, 2019, which have been prepared in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, and which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Note 4. Summary of Significant Accounting Policies, to the financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. These estimates are the basis for our judgments about the carrying values of assets and liabilities, which in turn may impact our reported revenue and expenses. Our actual results could differ significantly from these estimates under different assumptions or conditions.
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RESULTS OF OPERATIONS
We are a start-up corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program. There is no assurance we will ever generate revenue even if we raise all necessary funds.
FISCAL YEAR ENDED August 31, 2020 COMPARED TO INCEPTION PERIOD ENDED August 31, 2019.
Our net loss for the fiscal year ended August 31, 2020 was $7,682 compared to a net loss of $900 during the period from July 8, 2019 (Inception) to August 31, 2019; the Company has not generated any revenue in either periods.
Expenses incurred were general administrative expenses of $7,682 during fiscal year ended August 31, 2020 compared to $900 during the period from July 8, 2019 (Inception) to August 31, 2019.
The number of shares outstanding were 5,461,500 and 2,800,000 as of August 31, 2020 and 2019, respectively;
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 2020, our total assets were $20,629 consisting of cash raised by loans and issuing common stock. As of August 31, 2019, our total assets were $1,900 in deferred offering costs.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities since inception. For the fiscal year ended August 31, 2020, net cash flows used in operating activities were $(7,682). Cash flows used in operating activities for the period from July 8, 2019 (Inception) to August 31, 2019 were $(2,800).
Cash Flows from Investing Activities
We have not engaged in any investing activities since our inception.
Cash Flows from Financing Activities
For the year ended August 31, 2020, net cash flows provided by financing activities was $28,311 consisting of a director loan of $7,051, issuance of common stock for net proceeds of 26,615, and third party loan of $ 760, and payment of deferred offering costs of 6,115. For the period from July 8, 2019 (Inception) through August 31, 2019, cash flows consisted of $2,800 received from common stock issuance.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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GOING CONCERN
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Director and Stockholders of NOWTRANSIT INC.
Manchester, England
Opinion on the Financial Statements
We have audited the accompanying balance sheets of NOWTRANSIT INC (the “Company”) as of August 31, 2020 and 2019 and the related statements of operations, changes in stockholders’ equity, and cash flows for the year ended August 31, 2020 and the period of July 8, 2019 (inception) through August 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operations and its cash flows for the periods then ended in conformity with accounting principles generally accepted in the United States of America.