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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2022

or

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

 

Commission file number 333-255178

 

 

TRANSUITE.ORG INC.

(Exact name of registrant as specified in its charter)

 

 

 

NV   30-1129581   7370
(State or Other Jurisdiction of Incorporation or Organization)  

(I.R.S. Employer

Identification Number)

  (Primary Standard Industrial Classification Code Number)

 

Michal Wisniewski

Al. Jerozolimskie 85 lok. 21

02-001 Warsaw, Poland,

 

+48-732100862

(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 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.

Yes [X]       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 [X]

 

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 [   ]
Non-accelerated Filer [X] Smaller reporting company [X]
  Emerging growth company [X]

 

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 [ ]       No [X]

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  4,046,760 common shares issued and outstanding as of October 13, 2022.

 
 

 

 

 

TABLE OF CONTENTS

 

    Page
PART I  FINANCIAL INFORMATION:  
     
Item 1. Financial Statements (Unaudited) 4
  Balance Sheets as of August 31, 2022 (Unaudited) and November 30, 2021 5
  Statements of Operations for the three and nine months ended August 31, 2022 and 2021 (Unaudited) 6
  Statements of Changes in Stockholder’s Equity (Deficit) for the three and nine months ended August 31, 2022 and 2021 (Unaudited) 7
  Statements of Cash Flows for the nine months ended August 31, 2022 and 2021 (Unaudited) 8
  Notes to the Financial Statements 9
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
     
Item 4. Controls and Procedures 14
     
PART II OTHER INFORMATION:  
     
Item 1. Legal Proceedings 16
     
Item 1A Risk Factors 16
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
     
Item 3. Defaults Upon Senior Securities 16
     
Item 4. Mine Safety Disclosures 16
     
Item 5. Other Information 16
     
Item 6. Exhibits 16
     
Signatures   16

 

 

 

3

 

 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1.   Financial Statements.

 

The accompanying interim financial statements of Transuite.Org Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. 

 

The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.

 

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 
 

 

Transuite.Org Inc.

Balance Sheets

 

    As of August 31, 2022   As of November 30, 2021
    (Unaudited)    
ASSETS        
Current Assets        
Cash $ 1,421 $ 5,854
Total Current Assets   1,421   5,854
Other Assets        
Intangible Assets   10,000    
Prepaid expense   22,500   -
Total Other Assets   32,500   -
         
TOTAL ASSETS $ 33,921 $ 5,854
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
Liabilities        
Current Liabilities        
Accounts Payable $ 10,099 $ -
Loan payable – related party   44,282   26,384
Total Current Liabilities   54,381   26,384
Total Liabilities   54,381   26,384
Stockholder’s Equity (Deficit)        

Common Stock, $0.001 par value, 75,000,000 shares authorized,

4,046,760 and 3,088,800 shares issued and outstanding

at August 31, 2022 and November 30, 2021

  4,047   3,089
Additional paid in capital   29,136   4,163
Accumulated deficit   (53,643)   (27,782)
Total Stockholders’ Equity (Deficit)   (20,460)   (20,530)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) $ 33,921 $ 5,854

 

 

The accompanying notes are an integral part of the financial statements

 

 

5

 

 

 
 

 

Transuite.Org Inc.

Statements of Operations

(Unaudited)

 

   

Three months ended

August 31, 2022

 

Three months ended

August 31, 2021

 

Nine months ended

August 31, 2022

 

Nine months ended

August 31, 2021

                 
REVENUES $ 7,023 $ - $ 7,909 $ -
Cost of sales   2,000   -   2,000   -
GROSS PROFIT   5,023   -   5,909   -
                 
OPERATING EXPENSES                
General and administrative expenses   13,700   2,159   29,787   15,553
TOTAL OPERATING EXPENSES   13,700   2,159   29,787   15,553
                 
LOSS FROM OPERATIONS   8,677   2,159   23,878   15,553
                 
OTHER EXPENSE                
Interest expense   808   416   1,983   885

TOTAL OTHER EXPENSE

 

  808   416   1,983   885
NET LOSS $ (9,485) $ (2,575) $ (25,861) $ (16,438)
                 
NET INCOME PER SHARE $ (0.00) $ (0.00) $ (0.01) $ (0.00)
                 

WEIGHTED AVERAGE NUMBER

OF SHARES OUTSTANDING: BASIC AND DILUTED

  4,046,760   3,000,000   3,999,386   3,000,000

 

 

 

The accompanying notes are an integral part of the financial statements

 

 

 

6

 

 
 

 

Transuite.Org Inc.

 

Statements of Changes in Stockholders’ Equity (Deficit)

 

                         
  Common Stock   Additional
Paid-in
Capital
   Accumulated Deficit    Total Stockholder`s Equity
  Shares   Amount            
                   
                           
Balance at November 30, 2020 3,000,000   $ 3,000   $ 662   $ (9,011)   $ (5,349)
Imputed interest             885           885
Net loss -     -     -     (16,438)     (16,438)
Balance at August 31, 2021 3,000,000   $ 3,000   $ 1,547   $ (25,449)   $ (20,902)
                           
Balance at November 30, 2021 3,088,800   $ 3,089   $ 4,163   $ (27,782)   $ (20,530)
Imputed interest             1,983           1,983
Sales of common stock at $0.025 per share 957,960     958     22,990           23,948
Net loss -     -     -     (25,861)     (25,861)
Balance at August 31, 2022 4,046,760   $ 4,047   $ 29,136   $ (53,643)   $ (20,460)
                           
                           
Balance at May 31, 2021 3,000,000   $ 3,000   $ 1,131   $ (22,875)   $ (18,744)
Imputed interest             416           416
Net loss -     -     -     (2,575)     (2,575)
Balance at August 31, 2021 3,000,000   $ 3,000   $ 1,547   $ (25,450)   $ (20,903)
                           
Balance at May 31, 2022 4,046,760   $ 4,047   $ 28,328   $ (44,158)   $ (11,783)
Imputed interest             808           808
Net loss -     -     -     (9,485)     (9,485)
Balance at August 31, 2022 4,046,760   $ 4,047   $ 29,136   $ (53,643)   $ (20,460)

 

 

 

The accompanying notes are an integral part of the financial statements

 

 

7

 
 

Transuite.Org Inc.

 

Statements of Cash Flows

 

   

Nine months ended

August 31, 2022

 

Nine months ended

August 31, 2021

OPERATING ACTIVITIES        
Net Loss $ (25,861) $ (16,438)
Adjustments to reconcile net loss to net cash from operating activities:        
Imputed interest   1,983   885
Prepaid expense   (22,500)   -
Accounts payable   10,099   (77)
NET CASH USED IN OPERATING ACTIVITIES   (36,279)   (15,630)
         
INVESTING ACTIVITIES        
Intangible Assets   (10,000)   -
NET CASH PROVIDED BY INVESTING ACTIVITIES   (10,000)   -
         
FINANCING ACTIVITIES        
Proceeds from share issuance   23,948   -
Proceeds from borrowings – related party   17,898   16,312
NET CASH PROVIDED BY FINANCING ACTIVITIES   41,846   16,312
         
Net increase (decrease) in cash   (4,433)   682
Cash at beginning of period   5,854   185
Cash at end of period $ 1,421 $ 867
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash payments For:        
Interest paid $ - $ -
Income taxes paid $ - $ -

 

 

 

The accompanying notes are an integral part of the financial statements

 

 

8

 
 

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 $53,643 at August 31, 2022, had a net loss of $25,861 and used net cash of $36,279 in operating activities for nine months ended August 31, 2022. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations.

 

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

In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.

During the nine months ended August 31, 2022, we generated total revenue of $7,909.

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.

 

9

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.

Intangible Assets

An intangible asset is an identifiable non-monetary asset without physical substance. Such an asset is identifiable when it is separable, or when it arises from contractual or other legal rights. 

Intangible assets are measured initially at cost. After initial recognition, an entity usually measures an intangible asset at cost less accumulated amortization. Amortization of intangible assets commences on the 1st day of the month following the month of the commissioning of the fixed assets. Intangible assets are amortized on a straight-line basis over five years.

The Company's database is individually tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through undiscounted future cash flows from that asset during the estimated holding period.

For the nine months ended August 31 2022, the Company purchased an intangible asset of database for $10,000 on August 23, 2022,. The database is used to quickly translate text directly on the site.

Depreciation and amortization expense on Intangible Assets was $0 and $0 during the nine months ended August 31, 2022 and 2021, respectively.

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line method over the estimated useful life of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.

Cash and Cash Equivalents

The Company considers all highly liquid investments with remaining maturities at the date of purchase of six months or less to be cash equivalents.

Basic and Diluted Loss Per Share

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 al potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

10

 
 

       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

 

As of August 31, 2022, a director of the Company advanced $44,282 to the Company. This loan is unsecured, interest-free with no fixed payment term, for working capital purpose. The note is non-interest bearing and has maturity date June 15, 2023. Imputed interest expense of $1,983 for the nine months ended August 31, 2022 was recorded as additional capital.

 

5. 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 August 31, 2022, the Company had net operating loss carry forwards of approximately $53,643. 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.

 

The valuation allowance at August 31, 2022 was approximately $11,265. The net change in valuation allowance during year nine months ended August 31, 2022 was $5,431. 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 August 31, 2022   As of August 31, 2021  
    (Unaudited)   (Unaudited)  
Non-current deferred tax assets:          
Net operating loss carry forward $ (53,643) $ (22,874 )
Total deferred tax assets   (11,265)   (4,804 )
Valuation allowance $ 11,265 $ 4,804  
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 August 31, 2022. All tax years since inception remain open for examination by taxing authorities.

 

11

 
 

 

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 August 31, 2022 as follows:

 

   

Nine months ended

August 31, 2022

 

Nine months ended

August 31, 2021

Computed “expected” tax expense (benefit) $ (5,431) $ (3,452)
Change in valuation allowance $ 5,431 $ 3,452
Actual tax expense (benefit) $ - $ -

 

6. Prepaid Expenses

 

 

As of August 31, 2022, prepaid expenses were $22,500 (August 31, 2021- $0).

 

  Description 2022
1 Website development $19,860
2 SEO $1,000
3 Content copywriting $1,640
TOTAL $22,500

 

 

7. Intangible Assets

 

The Сompany acquired a database from ZAITSEV IBC PTE. LTD on August 23, 2022.

As of August 31, 2022, the total amount of database was $10,000. Depreciation expense of database was $0 as of August 31, 2022.

 

8. 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.

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. 

During November 30, 2021, the Company issued 88,800 shares of common stock for cash proceeds of $2,220 at $0.025 per share.

During December 2021 the Company issued 863,920 shares of common stock for cash proceeds of $21,598 at $0.025 per share.

During January 2022 the Company issued 94,040 shares of common stock for cash proceeds of $2,351 at $0.025 per share.

There were 4,046,760 and 3,000,000 shares of common stock issued and outstanding as of February 28, 2022 and 2021, respectively.

 

9. Subsequent Events

 

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to August 31, 2022, and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 

 

12

 
 


 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

Business Overview

 

We are developing our Translation Platform (the ‘Platform’) to regular users and/or small business for an annual license fee and/or a percentage of profits. Our Platform is going to be a cloud-based marketplace that can be accessed by a web browser on any kind of device that allows end-users to socially connect with translators that offer appropriate services in order to discuss suitable conditions of cooperation.

 

Competition 

 

We face competition in the social networking sector. Moving forward with development of our Platform, we plan to compete on a larger scale with Facebook, LinkedIn, eBay, and other social networks and E-Commerce sites for users’ engagement, all of which have substantially more financial resources, and a significantly larger user-base than we do. 

 

Competitive Advantages 

 

Our competitive advantage is that we are solely dedicated to translation industry that business and consumer users that do not feel comfortable sharing content and information on other social networks like Facebook, LinkedIn and Twitter, as it may either jeopardize their personal and professional reputations or be completely lost in the white-noise of billions of other posts. 

 

Additionally, we are planning to develop specialized features for this translation industry that will incorporate E-Commerce directly into a user’s social networking account. This integration of E-Commerce directly into social networking is expected to set our Platform apart from our current competitors. 

 

Competitive Disadvantages 

 

Our competitive disadvantages are that we do not have the operational and financial resources that our competitors have, which results in our having fewer resources to market our online Translation Platform, advertise our digital services, acquire new users on our Platform, and sell our advertising and digital services to business customers, as compared to our competitors. 

 

Marketing  

 

Our prospective marketing consists of: 

     
  Digital press advertising
  Online videos
  Social media
  Blogging
  Advertising networks

 

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.

 

 

13

 
 

 

Results of Operations for the three and six months ended May 31, 2022 and 2021:

 

Revenue

 

For the three months ended August 31, 2022, and 2021, we generated total revenue of $7,023 and $0 respectively.

 

For the nine months ended August 31, 2022, and 2021, we generated total revenue of $7,909 and $0 respectively.

 

Liquidity and Capital Resources and Cash Requirements

 

As of August 31, 2022, the Company had cash of $1,421 and $867 as of August 31, 2021. Furthermore, the Company had a working capital deficit of $20,460 and $20,902 as of August 31, 2022 and August 31, 2021 relatively.

During the nine months ended August 31, 2022, the Company used $36,279 of cash in operating activities due to its net loss $25,861 and prepaid expenses of $22,500 offset accounts payable of $10,099. During the nine months ended August 31, 2021, the Company used $15,630 of cash in operating activities due to its net loss $16,438 and accounts payable of $77.

 

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 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable to smaller reporting companies.

 

Item 4. 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 August 31, 2021. 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, 2021, 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, 2021, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

1.                   We do not have an Audit Committee – 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.

 

2.                   We did not maintain appropriate cash controls – As of November 30, 2021, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.

 

3.                   We did not implement appropriate information technology controls – As at November 30, 2021, 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.

 

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 31, 2021 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 

 

Changes in Internal Controls over Financial Reporting

 

There has been no change in our internal control over financial reporting occurred during the six months ended May 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1. 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 1A. Risk Factors.

 

Not applicable to smaller reporting companies.

 

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

 

Not Applicable.

 

Item 3. Defaults Upon Senior Securities.

 

Not Applicable.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

There is no other information required to be disclosed under this item that has not previously been reported.

 

Item 6. Exhibits.

 

Exhibit No.   Description
31.1    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
     
32.1    Certifications 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.

 

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: October 13, 2022 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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