Reorganization & Recapitalization

6 Months Ended

Jun. 30, 2024

Business Combination Disclosure [Text Block]

Note 2 - Reorganization & Recapitalization

On February 13, 2023, Nowtransit entered into a Share Exchange Agreement with Best and the shareholders of Best who collectively owned 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 34,371,100 shares of the Company’s common stock (see Note 6), 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 Best shareholders. The transaction was accounted for as a reserve merger by Nowtransit and resulted in a recapitalization with Best being the accounting acquirer and Nowtransit being the accounting acquiree. As such, the consolidated financial statements presented are the historical financial statements of Best with retroactive adjustments to reflect the equity of Nowtransit, and the operations of Nowtransit from March 10, 2023, the effective date of the merger. Since Nowtransit was the legal acquirer, the resulting financial statements are in the name of Nowtransit. All share and per share information in the accompanying condensed consolidated financial statements and footnotes have been retroactively restated to reflect the recapitalization.

The following table summarizes the assets acquired and the liabilities assumed at the acquisition date of March 10, 2023:

Cash	$	8,793
Accounts Payable		(10,856	)
Credit Card Liability		(1,014	)
Net Assets (Liabilities) Assumed	$	(3,077	)

Had Nowtransit and Best been combined since January 1, 2023 they would have reported revenues of $101,802, gross profit of $87,557, total operating expenses of $262,645, and a net loss of $175,088 for the six months ended June 30, 2023.

Nowtransit Inc 10-Q