Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 13, 2023, Nowtransit Inc, a Nevada corporation. (the "Company")
entered into a Share Exchange Agreement (the "Exchange Agreement") with Best
Labs, Inc., a Nevada corporation ("Best") and the shareholders of Best signatory
thereto who collectively own 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 signatory 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 such Best shareholders (the "Exchange").
In addition, Best provided the Company with its audited financial statements,
unaudited interim financial statements and all footnotes thereto prepared in
accordance with generally accepted accounting principles in the United States,
auditor's letters relating to its business, and such other information as may be
requested by the Company to prepare and file a Form 10 under the Securities
Exchange Act of 1934.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 2.01 of this Current Report on Form 8-K is
incorporated herein by reference. The Exchange was exempt from registration
under the Securities Act of 1933 pursuant to Rule 506(b) of Regulation D
promulgated thereunder as a transaction not involving a public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective at the Closing, the number of directors of the Company was fixed at
three, and Darren Lopez and John Chymboryk were appointed to serve on the Board
of Directors with Justin Earl. Effective upon the Closing, Justin Earl tendered
his resignation as the sole officer of the Company, and Darren López was
appointed as the Chief Executive Officer of the Company.
Darren López, MBA (54) has been the Chief Executive Officer of Best since
October 20, 2021. Since 2005, Mr. López has been the managing member of Ageless
Holdings LLC, a company dedicated to incubate products. Mr. López was not
appointed pursuant to any arrangement or understanding with any person, and Mr.
López does not have any family relationships with any directors or executive
officers of the Company.
John Chymboryk has been the Chief Financial Officer and member of the Board of
Directors of Best since October 12, 2021. Since March 2003, Mr. Chymboryk has
been the owner, business consultant and Chief Financial Officer of Jec
Associates LLC. There is no arrangement or understanding between Mr. Chymboryk
and any other persons pursuant to which Mr. Chymboryk was selected as a
director. Since the beginning of fiscal 2021 through the date hereof, there have
been no transactions with the Company, and there are currently no proposed
transactions with the Company in which Mr. Chymboryk had or will have a direct
or indirect material interest within the meaning of Item 404(a) of Regulation
S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Simultaneously with the Closing, the Company changed its fiscal year end from
August 31 to December 31 as a result of the Exchange to conform its fiscal year
end to that of Best.
Item 5.06 Change in Shell Company Status.
As a result of the Closing of the Exchange Agreement, the Company ceased being a
shell company, as that term is defined by Rule 12b-2 under the Securities
Exchange Act of 1934. The information set forth or referenced in Item 1.01 of
the Current Report on Form 8-K filed on February 17, 2023 is incorporated herein
by reference.
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