UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
or
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| 7370 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
Michal Wisniewski
+
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/a | N/a | N/a | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| None | ||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated Filer | [ ] | Accelerated Filer | [ ] |
| [X] | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year ended November 30, 2023: $
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of March 14, 2024.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Description of Business. | 4 |
| Item 1A. | Risk Factors. | 6 |
| Item 1B. | Unresolved Staff Comments. | 6 |
| Item 2 | Properties. | 6 |
| Item 3. | Legal proceedings. | 6 |
| Item 4. | Mine Safety Disclosures. | 6 |
| PART II | ||
| Item 5. | Market for Common Equity and Related Stockholder Matters. | 6 |
| Item 6. | Selected Financial Data. | 8 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 8 |
| Item 8. | Financial Statements and Supplementary Data. | 9 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 20 |
| Item 9A. | Controls and Procedures | 20 |
| Item 9B. | Other Information. | 22 |
| PART III | ||
| Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. | 22 |
| Item 11. | Executive Compensation. | 23 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 23 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 24 |
| Item 14. | Principal Accounting Fees and Services. | 24 |
| PART IV | ||
| Item 15. | Exhibits | 24 |
| Signatures | 25 | |
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PART I
Item 1. Description of Business
DESCRIPTION OF BUSINESS
Overview
Transuite.Org Inc. is an online translation service that offers high-quality professional translation services in a set of foreign languages. Our service is available worldwide, allowing us to cater to the needs of both individuals and businesses across various industries. We offer a platform, providing a cloud-based place accessible through a web browser on any device. The platform enables online translation services in English, Spanish, French, German, Greek, Japanese, Italian, Chinese, Polish, Turkish, Swedish, Indonesian, Vietnamese, and Thai. Our website, http://transuite.org, features a user-friendly interface for placing translation orders, making it easy to find available translation services based on a user's request and receive them when needed.
At Transuite.Org Inc., we strive to make translation services more accessible, efficient, and capable of meeting the demand for quality online translation services. Our plan is to expand the platform to allow end-users to connect with freelance translators, facilitating discussions on suitable collaboration conditions and accessing appropriate services. Our mission is to empower freelance translators to build their portfolios, expand their networks, and connect with potential clients through our platform.
Our Website
Our platform can be accessed at http://transuite.org.
Strategy
Transuite.Org Inc. aims to address two main objectives: meeting the increasing demand for high-quality online translations across various industries and global individuals. Additionally, the company seeks to offer freelance translators a reliable platform to connect with new clients and expand their professional networks. To achieve these goals, we are dedicated to expanding our platform for regular users and small businesses, offering a cloud-based marketplace accessible through any web browser on any device. This expansion will facilitate direct connections between end-users and translators, enabling discussions on collaboration conditions and ensuring access to appropriate services tailored to specific needs.
Central to our strategy is the empowerment of freelance translators through our platform. We aim to create an environment where translators can showcase their skills, build their portfolios, and engage with potential clients. By fostering meaningful connections and providing a space for professional growth, we are committed to elevating the standards of online translation services while supporting the success and development of freelance translators worldwide.
Mission
Our mission is to empower freelance translators to build their portfolios, expand their networks, and connect with potential clients through our platform. Our platform is designed to assist professionals in maintaining, improving, and expanding their connections, learning, sharing, marketing, and selling their translation services online.
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Our Translation Platform and Translation Services
Developed specifically for the translation industry, the platform targets subculture industries in over 120 countries, aiming for translation into multiple languages including English, Spanish, French, German, Greek, Japanese, Italian, Chinese, Polish, Turkish, Swedish, Indonesian, Vietnamese, and Thai. The platform seeks to enhance user connectivity and foster stronger business relationships compared to conventional social networks and e-commerce systems.
As our platform is still under development, the terms and conditions of engagement agreements, including the minimum term and fee structure, are subject to further development and refinement. These agreements will outline the duration of user access, potential renewal options, and any associated fees or revenue sharing arrangements. Our fee structure will include periodical fees and/or a minimum of 20% of the net profits generated from monthly subscription services, e-commerce fees, and online advertising sales from platform users. Additionally, provisions will be included regarding termination rights and procedures in the event of non-payment, material breach, or mutual agreement. We will reserve the right to terminate an engagement agreement at any time if the user fails to pay the subscription fee. Either party may terminate the agreement for the other party's material breach, which is incurable or uncured by the breaching party for 30 days after receiving notice of the breach. Alternatively, the agreement may be terminated by mutual agreement. Upon termination, all services, rights, and authorizations granted to the user will immediately cease, and all outstanding amounts will be due and payable.
As we continue to develop our platform, our focus remains on serving the translation industry. We anticipate a dedicated consumer base
within this industry, characterized by communication through non-public channels and a reliance on referral and imitation in their commerce
and private activities. In considering the potential integration of machine learning (A.I.) into our platform, we aim to leverage user
behavior data derived from online social activity. This data will facilitate more effective connections between users and businesses within
our social network, optimizing engagement and interactions.
Competition
As we advance in the development of our platform, we recognize the need to strategically position ourselves to compete on a broader scale for users' engagement. We acknowledge the presence of established competitors offering similar services in the online translation industry. These competitors may include well-known platforms such as Google Translate, Microsoft Translator, and other online translation services.
Despite the challenges posed by our competitors' market dominance, we remain committed to leveraging our unique offerings and innovative approach, and to our vision of providing a comprehensive and user-friendly translation solution. By focusing on the unique needs of our target audience and leveraging advanced technologies tailored specifically for the translation industry, we strive to differentiate ourselves from competitors and establish our platform as a preferred choice for high-quality online translation services. Through continuous innovation, strategic partnerships, and a dedication to customer satisfaction, we aim to position ourselves as a leading player in the competitive landscape online translation platforms.
Competitive Disadvantages
Our competitive disadvantage lies in having fewer resources compared to our competitors. This limits our ability to market our online translation platform, advertise our digital services, acquire new users, and sell advertising and digital services to business customers.
5
Employees
Apart from our President, Michal Wisniewski, there are no employees at TRANSUITE.ORG Inc. Mr. Wisniewski is entitled to manage all the processes related to the operations of the Company.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
Our executive and administrative office is located at Al. Jerozolimskie 85 lok. 21,02-001 Warsaw, Poland. The space is adequate for our needs.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
MARKET INFORMATION
TRANSUITE.ORG Inc.’s common stock is traded on the OTC Markets. Effective March 29, 2023, common stock began trading under the ticker symbol TRSO.
In 2024, we plan to have the shares quoted on the OTCQB tier of the OTC Markets operated by the OTC Markets Group, Inc. There is no assurance that the shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this prospectus, we have not made any arrangement with any market makers to quote our shares.
Even if our common stock is ultimately quoted on the OTCQB, a purchaser of our common stock may not be able to resell their shares. Broker-dealers may be discouraged from effecting transactions in our common stock because they will be considered penny stocks and will be subject to the penny stock rules: Rules 15g-1 through 15g-9 promulgated under the Exchange Act which imposes sales practice and disclosure requirements on FINRA broker-dealers who make a market in a “penny stock.” A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.
6
Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transactions is otherwise exempt.
In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.
A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.
The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the common stock and impede the sale of our common stock in the secondary market, assuming one develops.
HOLDERS
As of November 30, 2023, the Company had 4,046,760 shares of our common stock issued and outstanding held by a total of 35 shareholders of record.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
None.
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OTHER STOCKHOLDER MATTERS
None.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the years ended November 30, 2023 and 2022:
Revenue
For the years ended November 30, 2023, and 2022, we generated total revenue of $59,003 and $10,909 respectively.
Operating expenses
Total operating expenses for the years ended November 30, 2023 and 2022 were $48,045 and $36,501. The operating expenses for the years ended November 30, 2023 and 2022 included Audit Fees of $18,632 and $16,500; Bank Service Charges of $249 and $813; Server Expense of $8,037 and $0; Professional Fees of $11,696 and $13,981; Business licenses and permits of $650 and $650; Depreciation Expense of $8,781 and $1,042; Advertising and promotion expense of $0 and $3,150.
Net Loss
Our net loss for the years ended November 30, 2023, and 2022, was $14,819 and $30,588, respectively.
Liquidity and Capital Resources and Cash Requirements
As of November 30, 2023, and 2022, the Company had cash of $10,815 and $37. Furthermore, the Company had a working capital deficit of $87,993 as of November 30, 2023 and $65,632 as of November 30, 2022.
During the year ended November 30, 2023, the Company used $114,334 of cash in operating activities due to its net loss $14,819 and an increase in prepaid expenses of $123,483. During the year ended November 30, 2022, the Company used $17,960 of cash in operating activities due to its net loss $30,588.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
8
TRANSUITE.ORG INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID: |
10 |
| Balance Sheets as of November 30, 2023 and 2022 | 11 |
| Statements of Operations for the years ended November 30, 2023 and 2022 | 12 |
| Statements of Changes in Stockholder’s Equity (Deficit) for the years ended November 30, 2023 and 2022 | 13 |
| Statements of Cash Flows for the years ended November 30, 2023 and 2022 | 14 |
| Notes to the Financial Statements | 15 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Transuite.org Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Transuite.org Inc. as of November 30, 2023 and 2022, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year 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 Transuite.org Inc. as of November 30, 2023 and 2022, and the results of its operations and its cash flows for each of the two years then ended November 30, 2023, 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 2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that 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 2. 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 Transuite.org 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. 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. Transuite.org 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 are matters arising 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 that there are no critical audit matters.
/s/
We have served as Transuite.org Inc.'s auditor since 2022.
March 14, 2024
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TRANSUITE.ORG INC.
Balance Sheets
November 30, 2023 and 2022
| As of November 30, 2023 | As of November 30, 2022 | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | $ | ||
| Prepaid Expense | ||||
| Total Current Assets | ||||
| Other Assets | ||||
| Intangible Assets, net | ||||
| Total Other Assets | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Accounts Payable | $ | $ | ||
| Loan payable – related party | ||||
| Convertible notes payable | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| Stockholder’s Equity (Deficit) | ||||
Common Stock, $ par value, shares authorized, and shares issued and outstanding at November 30, 2023 and November 30, 2022 |
||||
| Additional paid in capital | ||||
| Accumulated deficit | ( |
( | ||
| Total Stockholders’ Equity (Deficit) | ( |
( | ||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of the financial statements
11
TRANSUITE.ORG INC.
Statements of Operations
For the years ended November 30, 2023 and 2022
| Year ended November 30, 2023 | Year ended November 30, 2022 | |||
| REVENUES | $ | $ | ||
| Cost of sales | ||||
| GROSS PROFIT | ||||
| OPERATING EXPENSES | ||||
| General and administrative expenses | ||||
| TOTAL OPERATING EXPENSES | ||||
| LOSS FROM OPERATIONS | ( |
( | ||
| OTHER EXPENSE | ||||
| Interest expense | ||||
|
TOTAL OTHER EXPENSE
|
( |
( | ||
| NET LOSS BEFORE TAXES | ( |
( | ||
| Provision for taxes | ||||
| NET LOSS | $ | ( |
$ | ( |
| NET LOSS PER SHARE | $ | ( |
$ | ( |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
The accompanying notes are an integral part of the financial statements
12
TRANSUITE.ORG INC.
Statements of Changes in Stockholders’ Equity (Deficit)
For the years ended November 30, 2023 and 2022
| Common Stock | Additional Paid-in-Capital |
Accumulated Deficit |
Total | ||||||||
| Shares | Amount | ||||||||||
| Balance at November 30, 2021 | $ | $ | $ | ( |
$ | ( | |||||
| Sales of common stock at $0.025 per share | |||||||||||
| Imputed interest | - | ||||||||||
| Net loss | - | ( |
( | ||||||||
| Balance at November 30, 2022 | $ | $ | $ | ( |
$ | ( | |||||
| Imputed interest | - | ||||||||||
| Net loss | - | ( |
( | ||||||||
| Balance at November 30, 2023 | $ | $ | $ | ( |
$ | ( | |||||
The accompanying notes are an integral part of the financial statements
13
TRANSUITE.ORG INC.
Statements of Cash Flows
For the years ended November 30, 2023 and 2022
| Year ended November 30, 2023 | Year ended November 30, 2022 | |||
| OPERATING ACTIVITIES | ||||
| Net Income | $ | ( |
$ | ( |
| Adjustments to reconcile net loss to net cash from operating activities: | ||||
| Amortization expense | ||||
| Imputed interest | ||||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | ( |
|||
| Accounts payable | ||||
| NET CASH USED IN OPERATING ACTIVITIES | ( |
( | ||
| INVESTING ACTIVITIES | ||||
| Purchase of intangible assets | ( |
( | ||
| NET CASH USED IN INVESTING ACTIVITIES | ( |
( | ||
| FINANCING ACTIVITIES | ||||
| Proceeds from convertible note payable | ||||
| Proceeds from share issuance | ||||
| Proceeds from loan payable – related party | ||||
| Repayments of loan payable – related party | ( |
|||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||
| Net increase (decrease) in cash | ( | |||
| Cash at beginning of period | ||||
| Cash at end of period | $ | $ | ||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
| Cash payments for: | ||||
| Interest paid | $ | $ | ||
| Income taxes paid | $ | $ |
The accompanying notes are an integral part of the financial statements
14
Transuite.Org Inc.
Notes to the Financial Statements
1. The Company and Basis of Presentation
Transuite.Org Inc. (the “Company”) was incorporated under the laws of the State of Nevada in June 15, 2018. Transuite.Org Inc. offers translation services to individual and large companies and approaches to build tailored linguistic processes around each subject matter and content type. The company handles everything from content creation, through translation and layout to content delivery. We also qualify in all the technical aspects of website and software localization. The company offers the following services:
1. Translation services
2. Localization services
3. Multimedia translation services
4. Desktop Publishing services
The Company has elected November 30th as its fiscal year end.
2. Going Concern
Our
financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge
our liabilities and commitments in the normal course of business for the foreseeable future. We have an accumulated deficit of $
3. Summary of Significant Accounting Policies
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Revenue
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
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All of the revenue generated by the Company is for providing translation services. The Company’s revenues are recognized at a point-in-time as translated material is transferred at a distinct point in time per the terms of a contract. The Company shall not be liable for any failure to perform its obligations if such failure is due to circumstances beyond its reasonable control. Any liability of the Company shall be limited to the total of all amounts paid by the customer for services under the contract.
The Company collects payment from customers after
transferring the translated material. During the years ended November 30, 2023 and 2023, we generated revenue of $
During the years ended November 30, 2023 and 2022, twelve customers accounted for 100%, including three customers making up 10% or more each, and seven customers accounted for 100%, including six customers making up 10% or more each, of our total revenues, respectively.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues,and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statement of Operations.
Intangible Asset
The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
As
of November 30, 2022, the Company had capitalized website development and databases costs of $
During
the year ended November 30, 2023, we capitalized one more database costing $22,000, which is also being amortized over a 5-year period.
As a result, as of November 30, 2023, the Company had capitalized website development and databases costs of $
16
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.
As of November 30, 2023 and 2022,
there were $
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.
Advertising and Promotion
The Company expenses the costs of advertising and promotion
as incurred. Advertising and promotion for the years ended November 30, 2023 and 2022 totaled $
Cash and Cash Equivalents
The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents.
17
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 'Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. For the years ended November 30, 2023 and 2022, potential dilutive securities of 5,117,333 and 0, respectively, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share.
Income Taxes
The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
Recent Accounting Pronouncements
The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements.
4. Related party
Effective June 15, 2018, the Company
entered a Loan Agreement with its CEO. The lender agreed to lend a total of $50,000 payable in applicable installments over the Term of
the loan. The CEO agreed to an interest rate of 0% and a Term of 5 years. Effective October 6, 2022, the CEO agreed to increase maximum
amount of the Loan to $100,000 and extend the Term to 7 years or until June 15, 2025. The amount due under the Loan was $
5. Convertible Notes Payable
On November 8, 2023, the Company entered into the
Loan Agreement with Mabel Thorndike ltd pursuant to which the Company issued to Mabel Thorndike ltd a Convertible Promissory Note in the
aggregate principal amount of $153,520. The Convertible Note is not subject to interest, has a maturity date of November 8, 2024, and
the Company has agreed to convert all or a portion of the outstanding balance of this Note into shares of the common stock, par value
$0.03 per share from the date on which the Convertible Note is issued until the same becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise. As of November 30, 2023, the amount due for this Convertible Note was $
6. Income Taxes
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of November 30, 2023, the Company had net operating loss carry forwards of approximately $73,189. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
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The valuation allowance at November 30, 2023 was approximately $15,370. The net change in valuation allowance during year ended November 30, 2023 was $3,112. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
The provision for Federal income tax consists of the following:
| As of November 30, 2023 | As of November 30, 2022 | ||||
| Non-current deferred tax assets: | |||||
| Net operating loss carry forward | $ | ( |
$ | ( |
|
| Total deferred tax assets | ( |
( |
|||
| Valuation allowance | |||||
| Net deferred tax assets | $ | $ |
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of November 30, 2023. All tax years since inception remain open for examination by taxing authorities.
The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the year ended November 30, 2023 as follows:
|
Year ended November 30, 2023 |
Year ended November 30, 2022 | |||
| Computed “expected” tax expense (benefit) | $ | $ | ( | |
| Change in valuation allowance | ( |
|||
| Actual tax expense (benefit) | $ | - | $ | - |
7. Stockholders’ Equity
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.
During
the year ended November 30, 2022, the Company issued 957,960 shares of common stock for cash proceeds of $
During the year ended November 30, 2023, the Company did not issue any shares of common stock.
There were and shares of common stock issued and outstanding as of November 30, 2023 and 2022, respectively.
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8. Commitments and contingencies
Legal Matters
The Company may be involved, from time to time, in litigation or other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, and other related claims and vendor matters; however, none of the aforementioned matters are currently pending. The Company believes that we are not exposed to matters that will individually or in the aggregate have a material adverse effect on our financial condition or results of operations.
Notwithstanding the above, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
9. Subsequent Events
Effective February 12, 2024, the Board of Directors appointed Andrii Krot to serve as director of the Company. Michal Wisniewski continues to serve as the President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of Board of Directors.
Subsequent to November 30, 2023, the Company’s CEO advanced an additional $30,691 on behalf of the Company. These funds were advanced under the Loan Payable – related party. See Note 4.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We have had no changes in or disagreements with our independent registered public accountant.
Item 9A. Controls and Procedures
The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
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Management’s Report on Internal Control over Financial Reporting
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. 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 the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2023, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. We lack an adequate internal control structure – Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls.
| 2. | We do not have appropriate segregation of duties or adequate accounting resources – The Company has only one employee therefore no reviews are in place to ensure adequate financial reporting. Additionally, we lack accounting personnel with sufficient accounting knowledge, experience, and understanding of US GAAP or SEC rules. Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
| 3. | We did not implement appropriate information technology controls – As at November 30, 2023, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further, there are no IT controls in place to prevent changes to, or misstatement in, financial reporting. |
| 4. | We lack segregation between the Company’s bank account and the CEO’s personal bank account – At times the Company will allow the CEO to retain cash receipts from sales instead of remitting them to the Company and pay for expenses directly from his personal account rather than utilizing the Company’s bank account. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2023 based on criteria established in Internal Control- Integrated Framework issued by COSO.
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Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the quarter ended November 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following information sets forth the names of our officers and directors, their present positions, and some brief information about their background.
| Name | Age | Position(s) | Director Since | |||
| Michal Wisniewski | 47 | Chief Executive Officer/Chief Financial Officer/Director | June 15, 2018 |
Background of Officers and Directors
Michal Wisniewski has served as our Chief Executive Officer/Chief Financial Officer/Director since the inception on June 15, 2018. In addition to his responsibilities as our Chief Executive Officer, Michal Wisniewski is engaged in development, data architecture and cloud security of our translation platform. Michal Wisniewski graduated from University of Warsaw in 1998 where he obtained a Master’s degree in Economic Sciences. Starting February 1999 and until March 2005, Mr. Wisniewski worked at translation bureau ‘nowe tlumaczenie’. This experience helped our President realize the people’s need in various types of translation. Being engaged at ‘nowe tlumaczenie’, he was responsible for promotion and searching for new clients. In June 2006 Michal Wisniewski was invited to work as a sales manager at ‘Polovita Enterprize’, a firm occupied in creating databases for different entities.
The President left the firm in August 2010 in order to join Orauc in September 2010. There he held a position of IT sales manager. Mr. Wisniewski’s main responsibilities were searching for third parties to offer the entity’s services and to engage with for long-term cooperation. In March 2016, he was promoted to the head of the department. The President left the position in April 2018 in order to dedicate all his time to TRANSUITE.ORG INC. and has served as our CEO/CFO/Director since. We consider his experience considerable for the purposes of our Company.
Family Relationships
There are no family relationships among our directors and/or our officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
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Item 11. Executive Compensation
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
The following table sets forth information regarding each element of compensation that we pay or award to our named executive officers for the fiscal year ended November 30, 2023.
|
Name and Principal Position |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation ($) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||||||||
|
Michal Wisniewski, President, Treasurer and Secretary |
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.
DIRECTOR COMPENSATION
We have not compensated our Directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the day of this prospectus by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
| Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage | ||||
| Common Stock |
Michal Wisniewski Al. Jerozolimskie 85 lok. 21, 02-001 Warsaw, Poland |
3,000,000 shares of common stock | 74.13% |
A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this prospectus. As of the date of this 10-K, there were 4,046,760 shares of our common stock issued and outstanding.
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Item 13. Certain Relationships and Related Transactions
On December 24, 2018, we issued a total of 3,000,000 shares of restricted common stock to Michal Wisniewski,
our sole officer and director, in consideration of $3,000.
Effective June 15, 2018, the Company entered a Loan Agreement with its CEO. The lender agreed to lend a total of $50,000 payable in applicable installments over the Term of the loan. The CEO agreed to an interest rate of 0% and a Term of 5 years. Effective October 6, 2022, the CEO agreed to increase maximum amount of the Loan to $100,000 and extend the Term to 7 years or until June 15, 2025. The amount due under the Loan was $50,671 and $57,079 as of November 30, 2023 and 2022, respectively. During the year ended November 30, 2023, the CEO advanced $24,086 to the Company and the Company repaid the CEO $30,494. During the year ended November 30, 2022, the CEO advanced $30,696 to the Company and the Company repaid the CEO $0. Imputed interest expense of $5,677 and $2,996 for the years ended November 30, 2023 and 2022, respectively, was recorded as additional paid in capital.
Item 14. Principal Accountant Fees and Services
The following table sets forth the fees billed to our company for the years ended November 30, 2023 and 2022 for professional services rendered
| 2023 | 2022 | |||
| Audit Fees | $ | 18,632 | $ | 16,500 |
| Audit Related Fees | - | - | ||
| Tax Fees | - | - | ||
| All Other Fees | - | - | ||
| Total | $ | 18,632 | $ | 16,500 |
PART IV
Item 15. Exhibits
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRANSUITE.ORG INC. | ||
| Date March 14, 2024 | By: | s/ Michal Wisniewski |
| Michal Wisniewski, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Michal Wisniewski | ||
| Michal Wisniewski, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) | ||
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