UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Mark One

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 333-234487

NOWTRANSIT INC.

(Exact name of registrant as specified in its charter)

Nevada		7374		98-1498782
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

2722 South West Temple

Salt Lake City, UT 84115

(Address of principal executive offices)

Registrant’s telephone number, including area code: (801) 949-0791

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. Yes ☐ No ☒

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 ☒ No ☐

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 definition 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 ☐
Non-accelerated filer ☒	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 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Class		Outstanding as of March 12, 2025
Common Stock: $0.0001 par value		43,916,221

The aggregate market value of the registrant’s common stock held by non-affiliates on June 30, 2024, the last business day of the registrant’s most recently completed second quarter, was $41,596,221.

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PART I

ITEM 1	Business	4
ITEM 1A	Risk Factors	4
ITEM 1B	Cybersecurity	7
ITEM 2	Properties	7
ITEM 3	Legal Proceedings	7
ITEM 4	Mine Safety Disclosures	7

PART II

ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
ITEM 6	Selected Financial Data	8
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	14
ITEM 8	Financial Statements and Supplementary Data	15
ITEM 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	27
ITEM 9A	Controls and Procedures	27
ITEM 9B	Other Information	28
ITEM 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	28

PART III

ITEM 10	Directors, Executive Officers and Corporate Governance	29
ITEM 11	Executive Compensation	30
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	31
ITEM 14	Principal Accountant Fees and Services	31

PART IV

ITEM 15	Exhibits	33
ITEM 16	Form 10-K Summary	33

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PART I

Item 1. Business

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business, the status of our current acquisition opportunity and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and our ability to locate sources of capital necessary to meet our business needs and objectives. All statements other than statements of historical facts contained in this Report, including statements that relate to our future financial performance, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” “should,” “intend,” “could,” “potential,” “is likely,” “plan,” “continue,” and similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

General Information

Nowtransit Inc. (“Nowtransit,” “we,” “the Company”) was incorporated in the State of Nevada on July 8, 2019 and has a fiscal year end of December 31. Through March 10, 2023 we had not generated material revenues, had minimal assets and had incurred losses since inception. We were formed to engage in the online delivery business, but in connection with the reverse merger described in the following paragraph, the Company terminated its plans in the online delivery business. Since the reverse merger we’ve experienced a change of control and we now sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels.

Reverse Merger

On February 13, 2023, Nowtransit Inc. entered into the Exchange Agreement with Best 365 Labs Inc. (“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, 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. Best was the accounting acquirer and Nowtransit 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. Since Nowtransit was the legal acquirer, the resulting financial statements are in the name of Nowtransit.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of our common stock could decline.

Because we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights.

The terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior to that of our current investors and, if convertible into shares of common stock, would also pose the risk of dilution.

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We may be unable to obtain necessary financing if and when required.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and lack of operations, the national and global economies and the condition of the market for microcap securities. Further, economic downturns including the recession we may be entering combined with high inflation and investor uncertainties may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If 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, we may be required to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.

Risks Related to Our Common Stock

Due to factors beyond our control, our stock price may be volatile.

There is currently a limited market for our common stock, and there can be no guarantee that an active market for our common stock will develop. As of December 31, 2024, there were only 51 record holders of our common stock, and trading is very limited and sporadic. Further, even if an active market for our common stock develops, it will likely be subject to significant price volatility when compared to more seasoned issuers. We expect that the price of our common stock will continue to be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the price of our common stock can be based on various factors in addition to those otherwise described in this Report, including:

●

The operating performance of the business, including any failure to achieve material revenues therefrom;

●

The performance of our competitors in the marketplace;

●

The public’s reaction to our press releases, SEC filings, website content and other public announcements and information;

●

Variations in general economic conditions, including as may be caused by uncontrollable events;

●

The public disclosure of the terms of any financing we disclose in the future;

●

The number of shares of our common stock that are publicly traded in the future;

●

Actions of our existing shareholders, including sales of common stock by our then directors and then executive officers or by significant investors; and

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

Because trading in our common stock is so limited, investors who purchase our common stock may depress the market if they sell common stock.

Our common stock trades on the OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generally is illiquid and most stocks traded there are of companies that are not required to file reports with the SEC under the Exchange Act. While we voluntarily file Forms 10-Q and 10-K with the SEC, we are a voluntary filer and not required to file reports with the SEC. Our common stock itself infrequently trades.

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The market price of our common stock may decline if a substantial number of shares of our common stock are sold at once or in large blocks.

Presently the market for our common stock is limited. If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our common stock which may depress the market price. Further, Rule 144 will not be available since we are a “shell” company, unless we become a mandatory filer and 12 months passes from the filing of what is called “Form 10” information. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our common stock to decline, which could reduce the value of the shares held by our other shareholders. Further, the Term Sheet envisions that following of the closing we must file a Registration Statement on Form S-1 to register the common stock issuable upon conversion of the preferred stock issued to the investors in conjunction with the closing. While the number of shares may not be large, the filing of a Registration Statement often results in a drop in the price of a company’s common stock.

Future issuances of our common stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

We may issue additional shares of our common stock in the future. The issuance of a substantial amount of our common stock or securities convertible, exercisable or exchangeable for our common stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of common stock in the public market, either in the initial issuance or in a subsequent resale by the target company’s former equity holders in a business combination which received our common stock as consideration, or by investors who had previously acquired such common stock, could have an adverse effect on the market price of our common stock.

Because our common stock is subject to the “penny stock” rules, brokers cannot generally solicit the purchase of our common stock, which adversely affects its liquidity and market price.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the OTC Pink Market is presently less than $5.00 per share and therefore we are considered a “penny stock” company according to SEC rules. Further, we do not expect our stock price to rise above $5.00 in the foreseeable future. The “penny stock” designation requires any broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority (“FINRA”), a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make it difficult to sell shares of penny stocks. The “penny stock” designation may have a depressive effect upon our common stock price.

Because of FINRA sales practice requirements which affect broker-dealers, the market price for our common stock will be adversely affected.

FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy shares of our common stock, which may limit our shareholders’ ability to buy and sell our common stock and have an adverse effect on the market for our shares. Further, due to FINRA regulation, there are a limited number of broker dealers which will handle penny stocks, which impairs the market and reduces the market price.

Due to changes to Rule 15c2-11 under the Securities Exchange Act of 1934, our common stock may become subject to limitations or reductions on stock price, liquidity or volume.

On September 28, 2021, the SEC’s amendments to Rule 15c2-11 under the Exchange Act became effective. This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our common stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. The amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

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Upon the effective date of the Rule amendments, the OTC Markets has passed a rule that permits shell companies to trade for only 18 months after September 28, 2021. As a result, we will need to acquire an operating business within the prescribed timeframe in order for our common stock to continue to be quoted on the OTC Pink Market.

The Rule changes could harm the liquidity and/or market price of our common stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our common stock at desired prices, quantities or times, or at all, as a result of the amendments to the Rule.

Because we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult for a third-party to acquire us and could depress our stock price.

Our Board may issue, without a vote of our shareholders, one or more series of preferred stock that have voting rights, liquidation preferences, dividend rights and other rights that are superior to those of our common stock. Any issuance of preferred stock could adversely affect the rights of holders of our common stock in that such preferred stock could have priority over the common stock with respect to voting, dividend or liquidation rights. Further, because we can issue preferred stock having voting rights per share that are greater than the equivalent of one share of our common stock, our Board could issue preferred stock to investors who support us and our management and give effective control of our business to our management. Additionally, issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our common stock. This could make it more difficult for shareholders to sell their common stock and/or cause the market price of our common stock shares to drop significantly, even if our business is performing well.

Item 1B. Cybersecurity

To date, the Company has not identified any cybersecurity incidents which have materially affected, or are reasonably likely to materially affect, the Company's business strategy, results of operations or financial condition. The Company has not implemented any specific policies with respect to monitoring and managing cybersecurity threats. Moreover, the Company is aware of the evolution of cybersecurity risks and is taking proactive steps by keeping up to date our information systems and educating our personnel about these risks.

The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to safeguard its information systems and protect the confidentiality, integrity, and availability of the data. The Company will be looking to adopt cybersecurity processes, technologies and controls to aid in its efforts to assess, prevent, identify and manage such risks.

Item 2. Properties

Our principal place of business is 2722 S West Temple, Salt Lake City, UT 84115. We have a verbal month-to-month rental arrangement for our office and inventory space. 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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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is not listed on any securities exchange, and is quoted on the OTC Pink Market under the symbol “NOTR.” Because our common stock is not listed on a securities exchange and its quotations on the OTC Pink Market are limited and sporadic, there is currently no established public trading market for our common stock.

The following table reflects the high and low closing sales information for our common stock for each fiscal quarter during the fiscal years ended December 31, 2024 and 2023. This information was obtained from the OTC Pink Market and reflects inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2024:
First Quarter	$	9.01	$	9.01
Second Quarter	$	1.00	$	1.00
Third Quarter	$	1.00	$	1.00
Fourth Quarter	$	1.00	$	1.00

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2023:
First Quarter	$	18.00		10.00
Second Quarter	$	9.01		9.01
Third Quarter	$	9.01		9.01
Fourth Quarter	$	9.01		9.01

Number of Holders

As of December 31, 2024, 43,916,221 shares of our common stock were issued and outstanding, which were held by 51 stockholders of record.

Stock Transfer Agent

Our stock transfer agent is Colonial Stock Transfer, 7840 S 700 E, Sandy, Utah 84070, (801) 355-5740, www.colonialstock.com.

Dividends

No cash dividends were paid on our shares of common stock during the years ended December 31, 2024 and 2023. 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.

Securities Authorized For Issuance Under Equity Compensation Plans

We currently do not have any equity compensation plans.

Recent Sales of Unregistered Securities

During the year 2023, the Company issued 1,063,621 common shares for cash proceeds of $265,000.

During the year 2024, the Company issued 3,020,000 common shares for cash proceeds of $755,000.

Item 6. Selected Financial Data

Consistent with the rules applicable to “smaller reporting entities”, we have omitted the information required by Item 6.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our discussions and the anticipated terms of a potential reverse merger pursuant to which we would acquire an operating business, our business plan and our liquidity needs. All statements other than statements of historical facts contained in this Report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described elsewhere in this Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under “Item 1A. – Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Overview

As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in the marketplace through our patent-pending Methylene Blue products along with our additional specialty product offerings. The market opportunities we are targeting includes: Dementia and Alzheimer’s disease, ADHD and ADD, Long Covid, General Energy, Traumatic Brain Injury, Mild Cognitive Decline, GLP-1 Weight Loss, Sleep Improvement, Epilepsy and Seizure Reduction and Nasal Health and Allergy.

A trend that we believe is very beneficial and encouraging is the recent growing interest in mitochondria health and the role that mitochondria dysfunction plays in mental health and physical health issues. Methylene Blue and specialty natural options has emerged as valuable foundational health options on these fronts. We believe we are very well positioned and with adequate capital infusion we will be able to capitalize on multiple market opportunities.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

Plan of Operation

On February 13, 2023, Nowtransit entered into the 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”).

During the next 12 month period, the Company will continue to market and sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is marketing Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, EZ Safer Surface Cleaner, Be On-Guard Brain Fog Support and ADHD 365 maximum strength brain support, NeuroPro Plus a patent pending combination of pharmaceutical grade methylene blue and vitamin C, TBI-365 to elevate your brain health and wellness with pharmaceutical grade methylene blue, glucine, nac and niacinamide and Metabolism+ to enhance your metabolism.

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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 December 31, 2024, 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 I, Item 1 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.

Results Of Operations

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

Our net income for the year ended December 31, 2024 was $87,000, compared to a net loss of $251,500 during the year ended December 31, 2023. The Company has generated revenue of $1,844,966 and $597,595 during the year ended December 31, 2024 and 2023, respectively. The increase in revenue is due to overall Company growth. The increase in net income was due to an increase in distributor and website sales. General and administrative expenses incurred were $1,146,410, during the year ended December 31, 2024, compared to $706,257 during the year ended December 31, 2023, also explained by the overall Company growth and additional expenses incurred to support our operations.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2024, our total assets were $873,788, consisting of cash, accounts receivable, inventory, prepaid expenses, overpayments to related parties, and intangible assets.

Cash Flows from Operating Activities

For the year ended December 31, 2024, net cash flows provided by operating activities was $23,188, consisting of our net income of $87,000 offset by changes in operating activities of $63,812. For the year ended December 31, 2023, net cash flows used in operating activities was $307,842, consisting of our net loss of $251,500 plus net changes in operating activities of $56,342.

Cash Flows from Investing Activities

For the year ended December 31, 2024, $26,037 was used to purchase an intangible asset.

Cash Flows from Financing Activities

For the year ended December 31, 2024 net cash flows provided by financing activities was $646,128, consisting, advances from related parties of $962,848, $755,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $1,071,720. For the year ended December 31, 2023 net cash flows provided by financing activities was $315,511, consisting of cash acquired in recapitalization of $8,793, advances from related parties of $613,973, $265,000 of cash acquired from the sale of common stock, offset by repayments to related parties of $572,255.

PLAN OF OPERATION AND FUNDING

Recently, the Company completed the raise of $1,000,000 from a private placement to accredited investors. Now that the private placement is complete, the Company will begin the due diligence process of evaluating and deciding on preparing and filing a Form 1-A with the SEC.

The Nowtransit management team plans to focus on gaining traction for its mental health and general wellness products. Best 365 Labs, Inc has filed for a provisional patent on its mental wellness, natural products which is an additional reason we plan to focus and grow this sector of the products. With the Global Mental Health Marketplace currently valued at $383.31 billion annually and with 41 million people holding a prescription for Adderall that the market conditions are idea for us to offer our natural substitute product options (which are also unique).

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As a leadership team we are optimistic and excited about our opportunities to carve out very profitable positions in these potential marketplaces, through our patent-pending Methylene Blue products along with our additional specialty product offerings. The market opportunities we are targeting include:

1. Dementia and Alzheimer’s Disease: The global market for dementia and Alzheimer’s disease treatment and care is substantial, with estimates ranging from tens to hundreds of billions of dollars annually. This includes spending on medications, long-term care, home care services, assistive devices, and research efforts aimed at finding effective treatments and interventions.

2. ADHD and ADD: The market for ADHD and ADD treatment encompasses a wide range of products and services, including prescription medications, therapy services, educational resources, and dietary supplements. In the United States alone, spending on ADHD medications exceeds several billion dollars annually, with additional expenditures on other forms of treatment and support.

3. Long Covid: Long Covid is a relatively new condition, and the market size for treatments and support services is still emerging. However, healthcare spending related to Covid-19, including both acute care and long-term management of post-Covid symptoms, is substantial and continues to grow as the pandemic persists.

4. General Energy: The market for products and services aimed at boosting energy levels is vast and includes a wide range of offerings, such as energy drinks, dietary supplements, nutritional products, fitness programs, and wellness services. Globally, this market is worth billions of dollars annually and continues to expand as consumers seek ways to enhance their energy and vitality.

5. Traumatic Brain Injury (TBI): The market for TBI treatment and rehabilitation encompasses various healthcare services, medical devices, pharmaceuticals, and assistive technologies. Estimates of the economic burden of TBI vary widely, but it is recognized as a significant public health issue with substantial costs associated with medical care, long-term disability, and lost productivity.

6. Mild Cognitive Decline: The market for products and services targeting mild cognitive decline, such as cognitive training programs, dietary supplements, and brain health assessments, is growing as awareness of cognitive health issues increases. While precise market size estimates may be challenging to obtain, the demand for interventions to support cognitive function in aging populations is driving growth in this sector.

7. GLP-1 Weight Loss Market: The global market for GLP-1 agonists used for weight loss is significant and continues to expand. According to market research reports, the global GLP-1 agonists market was valued at several billion dollars in recent years, and it is projected to continue growing at a steady rate.

8. Sleep Improvement/Sleep Health: The global sleep market is substantial and continues to grow. According to various market research reports, the global sleep aids market was valued at several billion dollars in recent years, and it is projected to continue expanding at a steady rate. This growth is driven by factors such as increasing awareness of the importance of sleep for overall health and well-being, rising prevalence of sleep disorders, and the availability of a wide range of sleep products and services.

9. Epilepsy and Seizure Reduction: Epilepsy is one of the most common neurological disorders, affecting millions of people globally. According to the World Health Organization (WHO), approximately 50 million people worldwide have epilepsy, making it a significant public health concern. The high prevalence of epilepsy creates a substantial market for products and services aimed at reducing seizures and improving quality of life for individuals with epilepsy.

10. Nasal Health and Allergy: This market includes pharmaceuticals, over-the-counter medications, nasal sprays, nasal irrigation devices, allergy testing kits, allergy immunotherapy, and more. According to various market research reports, the global nasal drug delivery technology market was valued at over $50 billion in 2020 and is projected to grow significantly in the coming years. Factors driving growth include increasing prevalence of allergic rhinitis and other nasal disorders, technological advancements in drug delivery systems, growing demand for over-the-counter allergy medications, and rising awareness about nasal health.

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Obstacles to carve out space in these categories include access to adequate capital to carve out the profitable market niche and segments. We believe we have a medical advisory team established (that a much larger company would be proud of); a leadership team that has innovated an initial suite of products (portions of which are patent pending) and a sales and marketing team that is already starting to gain traction.

Methylene Blue and specialty natural options has emerged as valuable foundational health options on these fronts. We believe we are very well positioned and with adequate capital infusion we will be able to capitalize on multiple market opportunities.

To establish our position in the emerging methylene blue marketplace and the many options and market segments we have put together a very strong and diverse medical advisory team to advise, innovate/refine innovations, educate and develop protocols to promote optimal mitochondria and overall mental and physical health.

Our Sales Plan and Channels

The plan is to commercialize and become a market leader within the Methylene Blue along with our specialty immune, nasal and allergy support categories.

Currently we have started sales in the following categories:

Amazon: We are currently selling all six products listed above at Amazon. The plan is to continue building this sales channel. We view this as an essential sales channel especially for credibility, and market acceptance.

Wholesale Sales: We have developed an online platform at https://best365labswholesale.com to facilitate clinics, doctors, chiropractors, and other wholesalers to easily order our products. Through tradeshows we have already onboarded 700 clients to this portal. Sales are growing monthly and showing potential.

Private Label Sales: We currently have three deals in place. We are being very selective on who we allow to private labels and it has to fit within a market category above that makes sense within our overall vision and growth.

Direct Sales: We are revising our online platform at www.Best365Labs.com to capitalize better on SEO and Google ads. That being said sales are showing promise on this front.

With adequate capital infusion we can look at additional sales channels including traditional retail sales that require terms of 30-90 days. Currently our wholesale clients are paying for their products in advance. We are also moving forward on establishing international distribution opportunities.

We believe that the market for our patent pending methylene blue and specialty products will continue to expand and grow causing an organic a natural growth cycle to occur.

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Our Pharmaceutical Grade Methylene Blue Products (Patent Pending)

NeuroPro+

NeuroPro Plus is a patent pending combination of Pharmaceutical Grade Methylene Blue and Vitamin C. Clinical data suggests the combination of nutrients in NeuroPro Plus can be helpful nutritional support for anyone suffering from brain fog and anyone that wants more focus, concentration and memory recall.

Active Daily Health Defense “ADHD” 365

Active Daily Health Defense “ADHD” 365 tablets are a patent pending combination of L-Theanine, Caffeine and Methylene Blue. Strong clinical data suggests the exact combination of nutrients in ADHD-365 can be the perfect nutritional support for anyone that suffers from ADHD as well as anyone that wants more mental energy, focus, concentration and memory recall.

Brain Fog Support

Be-OnGuard Brain Fog Support is an exclusive combination of tested nutrients only available in this formula including: Methylene Blue, Vitamin C and Mineral Oxides. Be-OnGuard Brain Fog Support improves memory. One of the clinically tested active ingredients in our formula Methylene Blue improves memory by increasing brain cell respiration. Or how the brain cell utilizes oxygen. Combined with our mineral oxide that naturally harnesses the power of oxygen, you have a formula like none other. In addition, Vitamin C acts as a powerful antioxidant.

Our Immune and General Health Products

Be-OnGuard Nasal Spray

Fast-acting against airborne agents; Naturally assists with Neutralizing allergens and airborne contaminants; Helps moisten and assists to reduce sinus inflammation for clearing of nasal passages. Proven Immune Support. Developed & Tested in Conjunction with a respiratory therapist. Defend your Mouth & Throat Against Virus and Bacteria.

Be-OnGuard Mouth Spray

Be-OnGuard Mouth Spray is clinically tested against Bacteria and Viruses and can support your body’s immune system. Be-OnGuard Mouth Spray includes a clinically tested combination of an NSF 60 Mineral Oxide Water and Nano Silver that has been tested in-vitro against viruses and bacteria.

EZ Safer Air

EZ Safer Air is 100% U.S. made with FDA approved all natural, organic, allergen free and non-toxic ingredients which makes it ideal for living areas. EZ Safer Air is a clinically tested supercharged oxygenated water that is more powerful than ozonated water. Fill diffuser or humidifier with water and then add one dropper full of EZ Safer Air solution. We recommend running it by your bed at night, in your office, at home or any place you want to make safer naturally, to freshen and oxygenate the air.

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Patent Pending Product Overview and Update

New U.S. Non-Provisional Patent Application No. 18/931,277 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

New International Patent Application No. PCT/US24/53487 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

New U.S. Non-Provisional Patent Application No. 18/931,346 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024

New International Patent Application No. PCT/US24/53490 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024. Filed on 10/30/2024

New U.S. Provisional Patent Application No. 63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024

New U.S. Provisional Patent Application No. 63/754,434 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/5/2025

The above-referenced provisional patent applications were filed in the United States Patent and Trademark Office (“Patent Office”). These were filed for the company by law firm, Thorpe North and Western.

We believe that there are multiple potential patents within this offering. Leadership is exploring potential partnerships and strategic alliances to monetize and capitalize for the stakeholder.

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.

Going Concern

As reflected in the consolidated financial statements, the Company has generated revenues resulting in a net income during the year ended December 31, 2024. However, in the past the Company has reported losses and cash used in operating activities, thus resulting in an accumulated deficit of $341,084 as of December 31, 2024. Additionally, over time the Company has relied on advances from related parties and proceeds from the sale of stock, therefore has not yet developed a proven track record of profitability. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is engaged in full-scale operations as a distributor and generates sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Additionally, our business is subject to risks inherent in marketing products in a competitive market as we continue to sell clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Management intends to raise additional funds by way of a private or public offering. However, there can be no assurance that future financing will be available to us on acceptable terms or at all. If financing is not available on satisfactory terms as and when needed, we may be unable to commence, develop or expand our operations. Additionally, equity financing could result in additional dilution to existing stockholders. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6258)	16

Consolidated Balance Sheets	17

Consolidated Statements of Operations	18

Consolidated Statements of Stockholders’ Equity (Deficit)	19

Consolidated Statements of Cash Flows	20

Notes to the Consolidated Financial Statements	21

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Nowtransit Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Nowtransit Inc. as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years then ended, 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 Nowtransit Inc. as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 3 to the financial statements, the entity has suffered recurring losses from operations in the past and has an accumulated deficit because the Company has not developed a proven track record of profitability. These matters raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Nowtransit Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Nowtransit Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters arise from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters.

/s/ Mac Accounting Group & CPAs, LLP

We have served as Nowtransit Inc.’s auditor since 2022.

Midvale, Utah

March 13, 2025

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NOWTRANSIT INC.

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2024			2023
ASSETS
Current Assets
Cash and cash equivalents	$	662,517		$	19,238
Accounts receivable, net		100,285			36,448
Inventory		58,319			37,702
Prepaid expense		4,832			-
Overpayment to related parties		21,798			-
Total current assets		847,751			93,388
Other Assets
Intangible assets		26,037			-
Total Assets	$	873,788		$	93,388

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	8,226		$	7,675
Due to related parties		-			87,074
Accrued expenses		5,993			1,450
Deferred revenue		24,329			3,949
Total current liabilities		38,548			100,148

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: $0.0001 par value, 5,000,000 shares authorized; 1,000,000 designated Series A Convertible		-			-
Preferred stock: $0.0001 par value, 140,000 shares authorized; 140,000 shares issued and outstanding at December 31, 2024 and 2023, respectively		14			14
Common stock: $0.0001 par value, 75,000,000 shares authorized; 43,916,221 and 40,896,221 shares issued and outstanding at December 31, 2024 and 2023, respectively		4,391			4,089
Additional paid-in capital		1,171,918			417,220
Accumulated deficit		(341,083	)		(428,083	)
Total stockholders' equity (deficit)		835,240			(6,760	)
Total Liabilities and Stockholders' Equity (Deficit)	$	873,788		$	93,388

See accompanying notes to the consolidated financial statements.

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NOWTRANSIT INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended
	December 31,
	2024			2023
Revenues	$	1,844,966		$	597,595
Cost of goods sold		(536,078	)		(113,188	)
Gross Profit		1,308,888			484,407

Operating Expenses:
General and administrative expenses		1,146,410			706,257
Consulting fees		75,478			29,650
Total Operating Expenses		1,221,888			735,907

Income (Loss) from Operations		87,000			(251,500	)

Net Income (Loss)	$	87,000		$	(251,500	)

Net income (loss) per common share - basic	$	0.00		$	(0.01	)
Net income (loss) per common share - diluted	$	0.00		$	(0.01	)

Weighted average common shares outstanding - basic		41,933,981			33,764,675
Weighted average common shares outstanding - diluted		42,353,981			33,764,675

See accompanying notes to the consolidated financial statements.

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NOWTRANSIT INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

	Series A								Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2022		140,000	$	14		5,461,500	$	546	$	158,840		$	(176,583	)	$	(17,183	)
Recapitalization March 10, 2023		-		-		34,371,100		3,437		(6,514	)		-			(3,077	)
Common shares issued for cash		-		-		1,063,621		106		264,894			-			265,000
Net loss		-		-		-		-		-			(251,500	)		(251,500	)
Balance at December 31, 2023		140,000		14		40,896,221		4,089		417,220			(428,083	)		(6,760	)

Common shares issued for cash		-		-		3,020,000		302		754,698			-			755,000
Net income		-		-		-		-		-			87,000			87,000
Balance as December 31, 2024		140,000	$	14		43,916,221	$	4,391	$	1,171,918		$	(341,083	)	$	835,240

See accompanying notes to the consolidated financial statements.

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NOWTRANSIT INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended
	December 31,
	2024			2023
Cash Flows From Operating Activities
Net Income (Loss)	$	87,000		$	(251,500	)
Adjustments to reconcile net loss to net cash used in operating activities		-			-
Changes in operating assets and liabilities:
Accounts receivable		(63,837	)		(28,687	)
Inventory		(20,617	)		(25,424	)
Deferred revenue		20,380			3,949
Accrued expenses		4,543			1,450
Accounts payable		551			(7,630	)
Prepaid expenses		(4,832	)		-
Net Cash Provided by (Used in) Operating Activities		23,188			(307,842	)

Cash Flows From Investing Activities
Purchase of intangible assets		(26,037	)		-
Net Cash Used in Investing Activities		(26,037	)		-

Cash Flows From Financing Activities
Advances from related parties		962,848			613,973
Repayment to related parties		(1,071,720	)		(572,255	)
Cash acquired in recapitalization		-			8,793
Proceeds from the sale of common stock		755,000			265,000
Net Cash Provided by Financing Activities		646,128			315,511
Net Increase in Cash		643,279			7,669
Cash at Beginning of Period		19,238			11,569
Cash at End of Period	$	662,517		$	19,238

Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the consolidated financial statements.

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NOWTRANSIT INC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2024 and 2023

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Nowtransit Inc. (the “Company”, “Nowtransit”,“us”,“we”) was incorporated in the State of Nevada on July 8, 2019. Through March 10, 2023 we had no operations and had not generated any material revenues since inception. Effective March 10, 2023, we closed on a Share Exchange Agreement with Best 365 Labs Inc. (“Best”), a Nevada corporation, wherein we acquired all of the shares of Best and Best became a wholly owned subsidiary of the Company (see Note 2).

Best was incorporated on October 12, 2021 in the State of Nevada. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is marketing Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, EZ Safer Surface Cleaner, Be On-Guard Brain Fog Support and ADHD 365 maximum strength brain support, NeuroPro Plus a patent pending combination of pharmaceutical grade methylene blue and vitamin C, TBI-365 to elevate your brain health and wellness with pharmaceutical grade methylene blue, glucine, nac and niacinamide and Metabolism+ to enhance your metabolism.

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 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 $597,595, gross profit of $484,407, total operating expenses of $755,017, and a net loss of $270,610 for the year ended December 31, 2023.

NOTE 3: GOING CONCERN

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the condensed consolidated financial statements, the Company has generated revenues resulting in a net income during the year ended December 31, 2024. However, in the past the Company has reported losses and cash used in operating activities, thus resulting in an accumulated deficit of $341,083 as of December 31, 2024. Additionally, over time the Company has relied on advances from related parties and proceeds from the sale of stock, therefore has not yet developed a proven track record of profitability. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is engaged in full-scale operations and generates sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

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NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, cash in banks and any highly liquid investments with a maturity of three months or less to the extent the funds are not being held for investment purposes. As of December 31, 2024 and December 31, 2023, the Company had no cash equivalents.

The Company maintains three accounts at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000.

Accounts Receivable and Allowance for Doubtful Accounts

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. As of December 31, 2024, 2023, and 2022 the Company had accounts receivable of $100,285, $36,448, and $7,761, respectively. As of December 31, 2024, 2023, and 2022, the allowance for doubtful accounts was $0 and the Company recorded no bad debt during the years then ended.

Inventory

The Company’s inventory is recognized in accordance with Accounting Standards Codification (“ASC”) 303. The Company uses the lower of cost (determined using the first-in, first-out method) or net realizable value for valuing inventories. As of December 31, 2024 and 2023 the Company had $58,319 and $37,702 of finished goods on hand, respectively.

Income Taxes

The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.

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The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2024 and 2023, due to the following:

	December 31, 2024					December 31, 2023
Tax at statutory rate	$	22,620		(26	)%	$	(65,390	)	(26	)%
Accrued consulting expense		1,558		(2	)%		377		0	%
Accrued related party advances		-		0	%		22,639		9	%
Change in valuation allowance		(24,178	)	28	%		42,374		17	%
Tax provision	$	-				$	-

Deferred income assets at December 31, 2023 and 2022 consisted of the following temporary differences and carry-forward items:

	December 31, 2024			December 31, 2023
Net Operating Loss Carryforwards	$	47,419		$	50,139
Accrued consulting expenses		1,558			377
Accrued related party advances		-			22,639
Valuation allowance		(48,977	)		(73,155	)
Net Deferred tax asset	$	-		$	-

The Company has maintained a full valuation allowance against the total deferred tax assets due to the uncertainty of future utilization.

As of December 31, 2024, the Company had net federal and state net operating loss carry forwards of approximately $188,375 that may be used to offset future taxable income and may be carried forward indefinitely with certain annual limitations on its use.

Revenue Recognition

The Company’s revenue is recognized in accordance with Accounting Standards Codification 606 and operates in the immune health supplement market. The Company offers products – Be-OnGuard Nasal Spray used against nasal bacteria, viruses and allergens; Be-OnGuard Mouth Spray used against oral bacteria, viruses and allergens; and Be-OnGuard EZ Safer Air used against airborne bacteria, viruses and allergens; Be-OnGuard Brain Fog Support; and ADHD 365 maximum strength brain support. The Company’s performance obligation is to deliver product to customers therefore revenue is recognized once delivery occurs. Customers will remit payment at the time of order placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. As of December 31, 2024, 2023, and 2022 deferred revenue was $24,329, $3,949, and $0, respectfully. Returns and refunds have been minimal to date. Accordingly, no provision has been made for any return or refund obligations as of December 31, 2024 and 2023.

Advertising Costs

Advertising costs are expensed as incurred. During the year ended December 31, 2024 and 2023, the Company incurred advertising costs of $132,716 and $111,042, respectively.

Research and Development

The Company charges research and development costs to expense when incurred. During the year ended December 31, 2024 and 2023, the Company incurred $25,908 and $0 in research and development expenses, respectively.

Intangible Assets

The Company accounts for its intangible assets in accordance with ASC 350. Costs incurred to renew or extend the term of intangible assets are expensed as incurred. During the year ended December 31, 2024, the Company incurred $26,037 to file certain patent applications that showcase the Company’s innovative approach to health and wellness solutions. The patent costs were capitalized and will be amortized on a straight-line basis over its estimated useful life once the patents are granted. During the year ended December 31, 2024 and 2023 no amortization expense was recorded as the patents were still pending. Amortization expense of $1,302 is expected for each of the years ended December 31, 2025 and beyond.

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As of December 31, 2024 the Company’s patent applications include the following:

Patent Pending Product Overview and Update

New U.S. Non-Provisional Patent Application No. 18/931,277 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

New International Patent Application No. PCT/US24/53487 for METHYLTHIONINIUM SALT-CONTAINING COMPOSITIONS AND METHODS, filed on 10/30/2024

New U.S. Non-Provisional Patent Application No. 18/931,346 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024

New International Patent Application No. PCT/US24/53490 for COMPOSITIONS AND METHOD FOR SUPPORTING MITOCHONDRIAL, file on 10/30/2024. Filed on 10/30/2024

New U.S. Provisional Patent Application No. 63/712,895 for TREATMENTS USING METHYLTHIONINIUM SALT, SECONDARY PHYSIOLOGICALLY ACTIVE COMPOUND AND PHYSIOLOGICAL THERAPY, filed on 10/28/2024

New U.S. Provisional Patent Application No. 63/754,434 for NUTRITIONAL SUPPLEMENT COMPOSITIONS AND METHODS FOR ENHANCING BIOLOGICAL FUNCTIONS, filed on 2/5/2025

Impairment of Long-Lived Assets

The Company applies the provisions of ASC 360, where applicable, to all long-lived assets and periodically evaluates the carrying value of long-lived assets to be held and used for impairment. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the year ended December 31, 2024 and 2023, the Company recorded no impairment expense for their long-lived assets.

Leases

The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company’s leases is not readily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.

The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

As of December 31, 2024, the Company had a verbal month-to-month rental arrangement for their office and inventory space, therefore no ROU asset or lease obligation was recorded. The Company recorded rent expense of $17,220 and $11,324 for the years ended December 31, 2024 and 2023, respectively.

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Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, preferred stock conversions, stock options and warrants. As of December 31, 2024 and 2023 there were dilutive securities of 420,000 for the conversion of Series A preferred stock. These potentially dilutive securities were not included in the calculation of diluted net loss per common share at December 31, 2023 because they were antidilutive, therefore as of December 31, 2023 basic net loss per share is the same as diluted net loss per share.

Recent Accounting Pronouncements

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.

NOTE 5: RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities.

During the year ended December 31, 2024 the Company purchased $444,785 worth of inventory from Ageless Global, LLC (“Global”) and Ageless Holdings, LLC (“Holdings”), entities owned and controlled by the Company’s members of management and board of directors. Additionally, the Company received $962,848 worth of advances from Global and Holdings and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses (inclusive of amounts owed for inventory sales) and the Company paid back $1,071,720 of the advances which included an overpayment of $21,798 as of December 31, 2024.

During the year ended December 31, 2023 the Company purchased $157,010 worth of inventory from Holdings and the Company received $613,973 worth of advances from Holdings and Global and other entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses (inclusive of amounts owed for inventory sales) and the Company paid back $572,255 of the advances. As of December 31, 2023 the amount due to related parties was $87,074.

NOTE 6: EQUITY

Common Stock

The Company has 75,000,000, $0.0001 par value shares of voting common stock authorized.

During the year ended December 31, 2024, the Company issued 3,020,000 common shares for cash proceeds of $755,000.

During the year ended December 31, 2023, the Company issued 34,371,100 shares of common stock to Best shareholders in exchange for all of the shares of Best common stock (see Note 2) resulting in an increase in common stock $3,437 and a decrease in additional paid-in-capital of $6,514. During the year ended December 31, 2023, the Company issued 1,063,621 common shares for cash proceeds of $265,000.

As of December 31, 2024 and December 31, 2023, the Company had 43,916,221 and 40,896,221 shares of common stock issued and outstanding, respectfully.

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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.

During the year ended December 31, 2024 there were no issuances of preferred stock. Nowtransit had issued 140,000 shares of Series A Convertible Preferred Stock prior to the reorganization thus the shares were recorded at a zero net value in the consolidated financial statements. As of December 31, 2024 and 2023, the Company had 140,000 shares of Series A Convertible Preferred Stock outstanding.

NOTE 7: SUBSEQUENT EVENTS

The Company has evaluated all events that occur after the balance sheet date through March 13, 2025, the date when the financial statements were available to be issued, to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed other than those described below.

Subsequent to December 31, 2024 the Company purchased $230,443 worth of inventory from related party entities owned and controlled by the Company’s members of management and board of directors. Additionally, the Company received $36,735 worth of advances from related party entities owned and controlled by the Company’s members of management and the board of directors to pay for operating expenses and the Company used their overpayment of $21,798 and cash of $295,000 to make repayments on the advances.

Effective February 21, 2025, the Nowtransit board approved a resolution to change the name of the company to BioScience Health Innovations, Inc and filed the necessary documents with the Nevada Secretary of State.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and our principal financial officer carried out an evaluation required by Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report 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 SEC’s rules and forms and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Disclosure Controls and Procedures

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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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 our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (“COSO”).

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of December 31, 2024, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the material weaknesses described below. 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. Specifically, in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, the Company’s management determined that there were control deficiencies resulting in the following material weaknesses.

	1.	The Company has an inadequate control environment. Specifically, there are no risk assessment, information or communication, or monitoring processes in place. Additionally, corporate governance is inadequate as a result of limited resources and oversight and the Company lacks policies that require formal written approval for related party transactions.

	2.	The Company has inadequate control activities or formal accounting policies and procedures. Specifically, the Company lacks segregation of duties or adequate levels of supervision and review, there is a lack of information technology controls, and there are limited accounting resources with the appropriate knowledge of U.S. generally accepted accounting principles or SEC experience to ensure the financial reporting is free from material misstatements.

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Accordingly, the Company’s management 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 December 31, 2024 based on criteria established in Internal Control—Integrated Framework issued by COSO. We plan to rectify these weaknesses by implementing an independent Board of Directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we have sufficient funding to do so.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2024, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Directors and Executive Officers

The name, address and position of our present officers and directors are set forth below:

Name and Address of Executive Officer and/or Director	Age	Position

Darren Lopez 2722 S West Temple Salt Lake City, UT 84115	48	CEO, Chairman of the Board, and President
John Chymboryk 2722 S West Temple Salt Lake City, UT 84115	70	Chief Financial Officer and Director
Dan Schmidt 2722 S West Temple Salt Lake City, UT 84115	60	Chief Technology Officer
Justin Earl 2825 East Cottonwood Parkway Suite 500 - #5130 Salt Lake City, UT 84121	49	Director

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

Audit Committee

We do not have any committees of the Board as we only have three directors. Our Board acts as the Company’s Audit Committee as required.

Director Independence

We use the definition of “independence” of The Nasdaq Stock Market to make the determination of director independence. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under such definitions, Justin Earl is considered an independent director.

Board Leadership Structure

We have chosen to combine the President and Board Chairman positions.

Code of Ethics

Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees.

Delinquent Section 16(a) Reports

The Company does not have a class of equity securities registered pursuant to Section 12 of the Exchange Act; therefore, this Item is not applicable.

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Item 11. Executive Compensation

Compensation of Executive Officers

The Company has paid the following compensation to its current or prior executive officers for the fiscal years ended December 31, 2024 and December 31, 2023:

	Year Ended December 31,
Officer	2024		2023
Darren Lopez, CEO, Chairman of the Board, and President	$	120,000	$	-
John Chymboryk, Chief Financial Officer	$	70,400	$	29,650
Dan Schmidt, Chief Technology Officer and Director	$	119,653	$	39,780
Justin Earl, Director	$	-	$	-

Outstanding Equity Awards at Fiscal Year End

As of December 31, 2024, none of our named executive officers held any unexercised options, stock awards that have not vested, or other equity incentive plan awards.

Director Compensation

To date, we have not paid our directors any compensation for services on our Board.

Employment Agreements

There are no current employment agreements between the Company and, its officers, or other persons.

Equity Compensation Plan Information

There are no securities authorized for issuance under equity incentive plans, stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers, directors or employees.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table shows the beneficial ownership of our common stock as of December 31 2024, held by (i) each person known to us to be the beneficial owner of more than five percent (5%) of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)		% of Shares of Common Stock Beneficially Owned

Ageless Holdings LLC – 3936 West Sugar Beet Dr, West Valley, UT 84120		7,196,250		16.39	%
Darren Lopez, CEO, Chairman of the Board, and President – 2722 S West Temple, SLC, UT 84115		4,438,750		10.11	%
Dan Schmidt, Chief Technology Officer – 2722 S West Temple, SLC, UT 84115		5,000,000		11.39	%
Justin Earl, Director – 2825 E Cottonwood Parkway, Suite 500, SLC, UT 84121		2,800,000		6.38	%
John Chymboryk, Chief Financial Officer – 2722 S West Temple, SLC, UT 84115		1,775,000		4.04	%

(1) Applicable percentages are based on shares of common stock outstanding as of December 31, 2024. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

Item 14. Principal Accountant Fees and Services

The following table shows the fees paid to our principal accountant for the fiscal years ended December 31, 2024 and 2023.

	Fiscal Year Ended December 31, 2024		Fiscal Year Ended December 31, 2023
Audit Fees (1)	$	48,000	$	32,000
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		-		-
Total	$	48,000	$	32,000

(1)	Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the SEC.
(2)	Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.
(3)	Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters.
(4)	All Other Fees consist of the aggregate fees billed for products and services provided and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees are fees for services rendered in connection with any private and public offerings or registration statements conducted during such periods.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds

During the year 2023, the Company issued 1,063,621 common shares for cash proceeds of $265,000.

During the year 2024, the Company issued 3,020,000 common shares for cash proceeds of $755,000.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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PART IV

Item 15. Exhibits

Exhibits:

Exhibit #	Exhibit Description	Incorporated By Reference			Filed or Furnished Herewith
		Form	Date	Number
3.1(a)	Articles of Incorporation	S-1	11/4/2019	3.1

3.1(b)	Amendment to Articles of Incorporation	10-K	11/26/2021	3.1(B)

3.2	Bylaws	S-1	11/4/2019	3.2

3.3	Certificate of Designation of Series A Convertible Preferred Stock	10-K	11/26/2021	3.3

31.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).				Filed

31.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).				Filed

32.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.				Filed

32.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.				Filed

101	Interactive data files pursuant to Rule 405 of Regulation S-T				Filed

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				Filed

Item 16. Form 10-K Summary

None.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Nowtransit Inc.

Dated: March 13, 2025	By:	/s/ Darren Lopez
		Darren Lopez
		Chief Executive Officer, Chairman of the Board, and President
		(Principal Executive Officer)

Dated: March 13, 2025	By:	/s/ John Chymboryk
		John Chymboryk
		Chief Financial Officer
		(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ Darren Lopez	Principal Executive Officer	March 13, 2025
Darren Lopez

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Nowtransit Inc 10-K