NOTR Nowtransit Inc (PK)

Exhibit 10.1

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (“Agreement”), dated as of August 29, 2022, is by and between Stock Loans Solutions, LLC, a Utah limited liability company (“Purchaser”), and Best 365 Labs, Inc., a Nevada corporation (“Company”) (individually a “Party” and collectively the “Parties”).

 

W I T N E S S E T H

 

WHEREAS, Company desires to raise capital for general corporate purposes;

 

WHEREAS, Company has offered for sale to Purchaser shares of common stock of Company (the “Shares”), representing 0.99% ownership of the Company, at an average purchase price of $0.53 per Share; and

 

WHEREAS, Company desires to sell to Purchaser, and Purchaser desires to purchase from Company, 94,000 Shares upon the terms and conditions set forth herein. NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

 

ARTICLE 1

SALE AND PURCHASE OF THE SHARES

 

1.1

Sale of the Shares. Upon execution of this Agreement, subject to the terms and conditions herein set forth, and on the basis of the representations, warranties, and agreements herein contained, Company shall sell to Purchaser, and Purchaser shall purchase from Company, the Shares representing 0.99% ownership of the Company.

 

1.2

Instruments of Conveyance and Transfer. As soon as practicable after the full execution of this Agreement and receipt and clearing of the Purchase Price (as defined below), Company shall deliver a certificate or certificates representing the Shares of Company to Purchaser sufficient to transfer all right, title, and interest in the Shares to Purchaser.

 

1.3

Consideration and Payment for the Shares. In consideration for the Shares, Purchaser shall pay a total Purchase Price of $50,000 ($0.53 per share) (the “Purchase Price”).

 

1.4

The Closing. All funds accepted from the Investor will be immediately available to the Company upon Closing.

 

ARTICLE 2

REPRESENTATIONS AND COVENANTS OF COMPANY AND PURCHASER

 

2.1 Company hereby represents, warrants, and covenants that:

 

(a) The Company shall use the proceeds from the Purchase Price for general corporate purposes only and shall not use the Purchase Price proceeds, at any time, to lend money, give credit, or make advances to any officer, director, employee, or affiliate of the

Company.

 

(b) The Shares issued hereunder have been duly authorized by the appropriate corporate action of Company.

 

(c) Company shall transfer title, in and to the Shares to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.

 

(d) As soon as practicable after the Closing, Company shall deliver to Purchaser a certificate or certificates representing the Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide as follows:

 

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

 

 

(e) Purchaser acknowledges that the Shares are “restricted securities” (as such term is defined in Rule 144 promulgated under the Act (“Rule 144”), that the Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Shares cannot be sold unless registered with the SEC and qualified by appropriate state securities regulators, or unless Purchaser obtains written consent from Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

 

(f) In order to induce Purchaser to enter into this Agreement, Company has agreed to grant to Purchaser certain rights as a shareholder, including but not limited to redemption rights, anti-dilution protection, registration rights, and participation rights, which are set forth in an Investor Rights Agreement between the Parties and which Investor Rights Agreement shall survive the closing of the transactions contemplated herein.

 

2.2 Purchaser represents and warrants to Company as follows:

 

(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by Company of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Purchaser has deemed appropriate.

 

(b) Purchaser is an “Accredited Investor” as defined in Regulation D of the Act or Purchaser, either alone or with Purchaser’s professional advisers who are unaffiliated with, have no equity interest in, and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser’s own interests in connection with Purchaser’s proposed investment in the Shares.

 

(c) Purchaser is acquiring the Shares solely for Purchaser’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Shares.

 

(d) Purchaser will not sell or otherwise transfer the Shares without registration under the Act, or an exemption therefrom, and fully understands and agrees that Purchaser must bear the economic risk of Purchaser’s purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

 

ARTICLE 3

MISCELLANEOUS

 

3.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements, and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant, or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions

contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant, or condition not so set forth.

 

3.2 Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by either of the Parties hereto to be desirable, to be given to either Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic mail (with receipt confirmed) to the addresses of the Parties as follows:

To Purchaser: Stock Loan Solutions, LLC

Attn: Joe Thomas

6582 S. Big Cottonwood Canyon Rd., Suite 200

Salt Lake City, UT 84121

Email: joe@stockloansolutions.com

 

To Company: Best 365 Labs, Inc.

Attn: Darren Lopez

2722 S West Temple

Salt Lake City, Utah 84115

Email: darren@best365labs.com 

 

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by electronic mail transmission in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of delivery if during business hours, and if not during business hours, at the next business day following delivery, provided a confirmation is obtained by the sender.

 

3.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty, or condition of this Agreement may be waived, but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any time or times to require performance of any provision hereof, or to exercise its rights with respect to any provision hereof, shall in no manner operate as a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation, or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

 

3.4 Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Utah including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

 

3.5 Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Salt Lake, State of Utah or a Federal Court empaneled in the State of Utah for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

 

3.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original hereof, but all of which, taken together, shall constitute one and the same agreement as of the date hereof. Any delivery of signature pages of counterparts by way of facsimile or by electronic transmittal of scanned images thereof shall constitute delivery hereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the Party providing a facsimile or scanned image.

 

3.7 Attorneys’ Fees. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing Party shall be reimbursed by the non-prevailing Party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys’ fees exclusive of such amount of attorneys’ fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

 

3.8 Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the Party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the Party required to withhold such tax shall furnish to the Party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

 

3.9 Definition of “days.” When used herein, the term “days” refers to calendar days unless otherwise specified.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.

 

COMPANY:

Best 365 Labs, Inc.,

a Nevada corporation

By: Darren Lopez

Its: CEO

 

PURCHASER:

Stock Loan Solutions, LLC,

a Utah limited liability company

By: Joe Thomas

Its: Managing Member

 

Exhibit 10.2

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (“Agreement”), dated as of October 19, 2022, is by and between Stock Loans Solutions, LLC, a Utah limited liability company (“Purchaser”), and Best 365 Labs, Inc., a Nevada corporation (“Company”) (individually a “Party” and collectively the “Parties”).

 

W I T N E S S E T H

 

WHEREAS, Company desires to raise capital for general corporate purposes;

 

WHEREAS, Company has offered for sale to Purchaser shares of common stock of Company (the “Shares”), representing 0.98% ownership of the Company, at an average purchase price of $0.53 per Share; and

 

WHEREAS, Company desires to sell to Purchaser, and Purchaser desires to purchase from Company, 94,000 Shares upon the terms and conditions set forth herein. NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

 

ARTICLE 1

SALE AND PURCHASE OF THE SHARES

 

1.1

Sale of the Shares. Upon execution of this Agreement, subject to the terms and conditions herein set forth, and on the basis of the representations, warranties, and agreements herein contained, Company shall sell to Purchaser, and Purchaser shall purchase from Company, the Shares representing 0.98% ownership of the Company.

 

1.2

Instruments of Conveyance and Transfer. As soon as practicable after the full execution of this Agreement and receipt and clearing of the Purchase Price (as defined below), Company shall deliver a certificate or certificates representing the Shares of Company to Purchaser sufficient to transfer all right, title, and interest in the Shares to Purchaser.

 

1.3

Consideration and Payment for the Shares. In consideration for the Shares, Purchaser shall pay a total Purchase Price of $50,000 ($0.53 per share) (the “Purchase Price”).

 

1.4

The Closing. All funds accepted from the Investor will be immediately available to the Company upon Closing.

 

ARTICLE 2

REPRESENTATIONS AND COVENANTS OF COMPANY AND PURCHASER

 

2.1 Company hereby represents, warrants, and covenants that:

 

(a) The Company shall use the proceeds from the Purchase Price for general corporate purposes only and shall not use the Purchase Price proceeds, at any time, to lend money, give credit, or make advances to any officer, director, employee, or affiliate of the

Company.

 

(b) The Shares issued hereunder have been duly authorized by the appropriate corporate action of Company.

 

(c) Company shall transfer title, in and to the Shares to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.

 

(d) As soon as practicable after the Closing, Company shall deliver to Purchaser a certificate or certificates representing the Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide as follows:

 

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

 

 

(e) Purchaser acknowledges that the Shares are “restricted securities” (as such term is defined in Rule 144 promulgated under the Act (“Rule 144”), that the Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Shares cannot be sold unless registered with the SEC and qualified by appropriate state securities regulators, or unless Purchaser obtains written consent from Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

 

(f) In order to induce Purchaser to enter into this Agreement, Company has agreed to grant to Purchaser certain rights as a shareholder, including but not limited to redemption rights, anti-dilution protection, registration rights, and participation rights, which are set forth in an Investor Rights Agreement between the Parties and which Investor Rights Agreement shall survive the closing of the transactions contemplated herein.

 

2.2 Purchaser represents and warrants to Company as follows:

 

(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by Company of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Purchaser has deemed appropriate.

 

(b) Purchaser is an “Accredited Investor” as defined in Regulation D of the Act or Purchaser, either alone or with Purchaser’s professional advisers who are unaffiliated with, have no equity interest in, and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser’s own interests in connection with Purchaser’s proposed investment in the Shares.

 

(c) Purchaser is acquiring the Shares solely for Purchaser’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Shares.

 

(d) Purchaser will not sell or otherwise transfer the Shares without registration under the Act, or an exemption therefrom, and fully understands and agrees that Purchaser must bear the economic risk of Purchaser’s purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

 

ARTICLE 3

MISCELLANEOUS

 

3.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements, and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant, or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions

contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant, or condition not so set forth.

 

3.2 Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by either of the Parties hereto to be desirable, to be given to either Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic mail (with receipt confirmed) to the addresses of the Parties as follows:

To Purchaser: Stock Loan Solutions, LLC

Attn: Joe Thomas

6582 S. Big Cottonwood Canyon Rd., Suite 200

Salt Lake City, UT 84121

Email: joe@stockloansolutions.com

 

To Company: Best 365 Labs, Inc.

Attn: Darren Lopez

2722 S West Temple

Salt Lake City, Utah 84115

Email: darren@best365labs.com 

 

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by electronic mail transmission in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of delivery if during business hours, and if not during business hours, at the next business day following delivery, provided a confirmation is obtained by the sender.

 

3.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty, or condition of this Agreement may be waived, but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any time or times to require performance of any provision hereof, or to exercise its rights with respect to any provision hereof, shall in no manner operate as a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation, or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

 

3.4 Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Utah including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

 

3.5 Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Salt Lake, State of Utah or a Federal Court empaneled in the State of Utah for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

 

3.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original hereof, but all of which, taken together, shall constitute one and the same agreement as of the date hereof. Any delivery of signature pages of counterparts by way of facsimile or by electronic transmittal of scanned images thereof shall constitute delivery hereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the Party providing a facsimile or scanned image.

 

3.7 Attorneys’ Fees. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing Party shall be reimbursed by the non-prevailing Party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys’ fees exclusive of such amount of attorneys’ fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

 

3.8 Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the Party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the Party required to withhold such tax shall furnish to the Party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

 

3.9 Definition of “days.” When used herein, the term “days” refers to calendar days unless otherwise specified.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.

 

COMPANY:

Best 365 Labs, Inc.,

a Nevada corporation

By: Darren Lopez

Its: CEO

 

PURCHASER:

Stock Loan Solutions, LLC,

a Utah limited liability company

By: Joe Thomas

Its: Managing Member

 

 

Exhibit 10.3

 

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (“Agreement”), dated as of December 20, 2022, is by and between Stock Loans Solutions, LLC, a Utah limited liability company (“Purchaser”), and Best 365 Labs, Inc., a Nevada corporation (“Company”) (individually a “Party” and collectively the “Parties”).

 

W I T N E S S E T H

 

WHEREAS, Company desires to raise capital for general corporate purposes;

 

WHEREAS, Company has offered for sale to Purchaser shares of common stock of Company (the “Shares”), representing 0.98% ownership of the Company, at an average purchase price of $0.5262 per Share; and

 

WHEREAS, Company desires to sell to Purchaser, and Purchaser desires to purchase from Company, 94.000 Shares upon the terms and conditions set forth herein. NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the Parties hereto as follows:

 

ARTICLE 1

SALE AND PURCHASE OF THE SHARES

 

1.1

Sale of the Shares. Upon execution of this Agreement, subject to the terms and conditions herein set forth, and on the basis of the representations, warranties, and agreements herein contained, Company shall sell to Purchaser, and Purchaser shall purchase from Company, the Shares representing 0.97% ownership of the Company.

 

1.2

Instruments of Conveyance and Transfer. As soon as practicable after the full execution of this Agreement and receipt and clearing of the Purchase Price (as defined below), Company shall deliver a certificate or certificates representing the Shares of Company to Purchaser sufficient to transfer all right, title, and interest in the Shares to Purchaser.

 

1.3

Consideration and Payment for the Shares. In consideration for the Shares, Purchaser shall pay a total Purchase Price of $50,000 ($0.5262 per share) (the “Purchase Price”).

 

1.4

The Closing. All funds accepted from the Investor will be immediately available to the Company upon Closing.

 

ARTICLE 2

REPRESENTATIONS AND COVENANTS OF COMPANY AND PURCHASER

 

2.1 Company hereby represents, warrants, and covenants that:

 

(a) The Company shall use the proceeds from the Purchase Price for general corporate purposes only and shall not use the Purchase Price proceeds, at any time, to lend money, give credit, or make advances to any officer, director, employee, or affiliate of the

Company.

 

(b) The Shares issued hereunder have been duly authorized by the appropriate corporate action of Company.

 

(c) Company shall transfer title, in and to the Shares to Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent.

 

(d) As soon as practicable after the Closing, Company shall deliver to Purchaser a certificate or certificates representing the Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever, except as set forth in the legend on the certificate, which legend shall provide as follows:

 

THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

 

 

(e) Purchaser acknowledges that the Shares are “restricted securities” (as such term is defined in Rule 144 promulgated under the Act (“Rule 144”), that the Shares will include the foregoing restrictive legend, and, except as otherwise set forth in this Agreement, that the Shares cannot be sold unless registered with the SEC and qualified by appropriate state securities regulators, or unless Purchaser obtains written consent from Company and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

 

(f) In order to induce Purchaser to enter into this Agreement, Company has agreed to grant to Purchaser certain rights as a shareholder, including but not limited to redemption rights, anti-dilution protection, registration rights, and participation rights, which are set forth in an Investor Rights Agreement between the Parties and which Investor Rights Agreement shall survive the closing of the transactions contemplated herein.

 

2.2 Purchaser represents and warrants to Company as follows:

 

(a) Purchaser has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by Company of the size contemplated. Purchaser represents that Purchaser is able to bear the economic risk of the investment and at the present time could afford a complete loss of such investment. Purchaser has had a full opportunity to inspect the books and records of the Company and to make any and all inquiries of Company officers and directors regarding the Company and its business as Purchaser has deemed appropriate.

 

(b) Purchaser is an “Accredited Investor” as defined in Regulation D of the Act or Purchaser, either alone or with Purchaser’s professional advisers who are unaffiliated with, have no equity interest in, and are not compensated by Company or any affiliate or selling agent of Company, directly or indirectly, has sufficient knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Shares offered by Company and of making an informed investment decision with respect thereto and has the capacity to protect Purchaser’s own interests in connection with Purchaser’s proposed investment in the Shares.

 

(c) Purchaser is acquiring the Shares solely for Purchaser’s own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person or entity has a direct or indirect beneficial interest in such Shares.

 

(d) Purchaser will not sell or otherwise transfer the Shares without registration under the Act, or an exemption therefrom, and fully understands and agrees that Purchaser must bear the economic risk of Purchaser’s purchase for an indefinite period of time because, among other reasons, the Shares have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available.

 

ARTICLE 3

MISCELLANEOUS

 

3.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements, and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant, or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions

contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant, or condition not so set forth.

 

3.2 Notices. Any notice, request, instruction, or other document required by the terms of this Agreement, or deemed by either of the Parties hereto to be desirable, to be given to either Party hereto shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, or sent by electronic mail (with receipt confirmed) to the addresses of the Parties as follows:

To Purchaser: Stock Loan Solutions, LLC

Attn: Joe Thomas

6582 S. Big Cottonwood Canyon Rd., Suite 200

Salt Lake City, UT 84121

Email: joe@stockloansolutions.com

 

To Company: Best 365 Labs, Inc.

Attn: Darren Lopez

2722 S West Temple

Salt Lake City, Utah 84115

Email: darren@best365labs.com 

 

 

The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail in

accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given upon receipt and delivery or refusal. If notice is given by electronic mail transmission in accordance with the provisions of this Section 3.2, such notice shall be conclusively deemed given at the time of delivery if during business hours, and if not during business hours, at the next business day following delivery, provided a confirmation is obtained by the sender.

 

3.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty, or condition of this Agreement may be waived, but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any time or times to require performance of any provision hereof, or to exercise its rights with respect to any provision hereof, shall in no manner operate as a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation, or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.

 

3.4 Choice of Law. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Utah including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

 

3.5 Jurisdiction. The Parties submit to the jurisdiction of the Courts of the County of Salt Lake, State of Utah or a Federal Court empaneled in the State of Utah for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

 

3.6 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original hereof, but all of which, taken together, shall constitute one and the same agreement as of the date hereof. Any delivery of signature pages of counterparts by way of facsimile or by electronic transmittal of scanned images thereof shall constitute delivery hereof, in each case subject to appropriate customary confirmations in respect thereof by the signatory for the Party providing a facsimile or scanned image.

 

3.7 Attorneys’ Fees. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing Party shall be reimbursed by the non-prevailing Party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys’ fees exclusive of such amount of attorneys’ fees as shall be a premium for result or for risk of loss under a contingency fee arrangement.

 

3.8 Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the Party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the Party required to withhold such tax shall furnish to the Party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding.

 

3.9 Definition of “days.” When used herein, the term “days” refers to calendar days unless otherwise specified.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the date first written hereinabove.

 

COMPANY:

Best 365 Labs, Inc.,

a Nevada corporation

By: Darren Lopez

Its: CEO

 

PURCHASER:

Stock Loan Solutions, LLC,

a Utah limited liability company

By: Joe Thomas

Its: Managing Member

 

 

 

2722 S West Temple

Salt Lake City, UT 84115

Email: darren@best365labs.com

Attention: Darren Lopez, CEO

 

To the Purchaser: The address set forth on the Purchaser’s signature page attached hereto or to such other address as any of them, by notice to the other may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted from the date of transmission.

 

13. Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or arbitration proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to a reasonable attorney’s fee, including the fees on appeal, costs and expenses.

 

14. Governing Law; Exclusive Jurisdiction. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of New York without regard to choice of law considerations. Any action brought by either Party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York County, New York. The Parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

 

15. Oral Evidence. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

 

16. Assignment. No Party hereto shall assign its rights or obligations under this Agreement without the prior written consent of the other Party.

 

17. Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

 

[Signature Pages Follow]

 

 

 

 

 

 

IN WITNESS WHEREOF the parties hereto have set their hand and seals as of the above date.

 

COMPANY:

 

Nowtransit Inc.

 

 

By: /s/ Darren Lopez                                   

Name: Darren Lopez

Title: CEO

 

 

 

 

 

 

 

 

[SIGNATURE PAGE FOR PURCHASERS FOLLOWS]

 

 

[PURCHASER SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, the undersigned have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

 

PURCHASER:

 

SLS Group LLC

 

 

By: /s/ Joe Thomas                          

Name: Joe Thomas

Title: President

Number of Shares: 282,000

Total Purchase Price: $150,000

 

Address for Notice:

 

Prime Services Group

4580 Thousand Oaks Drive

Salt Lake City, UT 84124

 

Email: jdtprimeservicesgroup@gmail.com

Attention: Joe Thomas

 

 

EXHIBIT B

 

TO STOCK PURCHASE AGREEMENT

 

Accredited Investor Definition

 

For Individual Investors Only:

 

1.

I had individual income in excess of $200,000 in each of the two most recent years or joint income with my spouse or Spousal Equivalent1 in excess of $300,000 in each of those years and have a reasonable expectation of reaching the same income level in the current year;

 

2.

I am a natural person whose individual net worth, or joint net worth2 with my spouse or Spousal Equivalent, exceeds $1,000,000. “Net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. “Total liabilities” excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the securities are purchased, but includes (i) any mortgage amount in excess of the home's fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of securities for the purpose of investing in the securities.

 

3.

I am a director, executive officer3 or general partner of Nowtransit Inc. (the “Company”) or a general partner of the general partner of the Company.

 

4.

I hold one of the following licenses in good standing: General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65).

 

5.

I am a “knowledgeable employee,” as defined in rule 3c5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.

 

For Entities:

 

1.

All of the beneficial equity owners of the undersigned qualify as accredited individual investors;

 

 

---

1 “Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

2 “Joint net worth” can be the aggregate net worth of a person and spouse or spousal equivalent; assets do not need to be held jointly to be included in the calculation.

3 “Executive officer” means the president; any vice president in charge of a principal business unit, division or function, such as sales, administration or finance; or any other person or persons who perform(s) similar policymaking functions for the Company.)

 

2.

The undersigned is a bank as defined in Section 3(a)(2) of the Securities Act of 1933 (the “Securities Act”), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;

 

3.

The undersigned is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;

 

4.

The undersigned is an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;

 

5.

The undersigned is an investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940;

 

6.

The undersigned is an insurance company as defined in Section 2(a)(13) of the 1933 Act;

 

7.

The undersigned is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act;

 

8.

The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

 

9.

The undersigned is a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;

 

10.

The undersigned is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

 

11.

The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and:

 

a.

the investment decision is made by a plan fiduciary, as defined therein, in Section 3(21), which is either a bank, savings and loan association, insurance company, or registered investment adviser; or

 

b.

the employee benefit plan has total assets in excess of $5,000,000; or

 

c.

the plan is a self-directed plan with investment decisions made solely by persons who are “accredited investors” as defined therein.

 

12.

The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

 

13.

The undersigned has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring the securities offered and is one or more of the following:

 

 

a.

an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986;

 

b.

corporation,

 

c.

Massachusetts or similar business trust,

 

d.

partnership, or

 

e.

limited liability company,

 

14.

The undersigned is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of acquiring the securities offered and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the investment in the securities offered.

 

15.

The undersigned is an entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000.

 

16.

The undersigned is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

 

The undersigned is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940), of a family office meeting the requirements in the Section 16 above and whose prospective investment in the issuer is directed by such family office pursuant to Section 16(iii).

 

Exhibit 31.1

 

Certification of the Principal Executive Officer

 

I, Darren Lopez, Chief Executive Officer, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q of Nowtransit Inc.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal three months (the registrant’s fourth fiscal three months in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 11, 2023	By:	/s/ Darren Lopez
		Darren Lopez
		Chief Executive Officer
		(Principal Executive Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Nowtransit Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darren Lopez, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that, to the best of my knowledge:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 11, 2023	By:	/s/ Darren Lopez
		Darren Lopez
		Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)

 

 

 

 

 

v3.23.2

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 08, 2023
Document Information Line Items
Entity Registrant Name	NOWTRANSIT INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		40,392,600
Amendment Flag	false
Entity Central Index Key	0001784440
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	true
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-234487
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	98-1498782
Entity Address, Address Line One	2722 South West Temple
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84115
City Area Code	(801)
Local Phone Number	949-0791
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

v3.23.2

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 30,317	$ 11,569
Accounts receivable, net	15,820	7,761
Inventory	15,830	12,278
Prepaid Expenses	1,000	0
Total current assets	62,967	31,608
Total Assets	62,967	31,608
Current Liabilities
Accounts payable	901	3,435
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: $0.0001 par value, 140,000 shares authorized; 140,000 shares issued and outstanding at June 30, 2023 and December 31, 2022	14	14
Common stock: $0.0001 par value, 75,000,000 shares authorized; 40,312,600 and 5,461,500 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	4,031	546
Additional paid-in capital	274,264	158,840
Accumulated deficit	(332,561)	(176,583)
Total stockholders' equity (deficit)	(54,252)	(17,183)
Total Liabilities and Stockholders' Equity (Deficit)	62,967	31,608
Related Party [Member]
Current Liabilities
Due to related parties	116,318	45,356
Total current liabilities	$ 117,219	$ 48,791

v3.23.2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	140,000	140,000
Preferred stock, shares outstanding	140,000	140,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	40,312,600	5,461,500
Common stock, shares outstanding	40,312,600	5,461,500
Common stock, shares authorized	75,000,000	75,000,000

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 69,465	$ 8,049	$ 101,802	$ 8,328
Cost of goods sold	(9,499)	(982)	(14,245)	(1,047)
Gross profit	59,966	7,067	87,557	7,281
Operating Expenses:
General and administrative expenses	138,728	8,445	231,035	8,595
Consulting fees	6,500	500	12,500	4,775
Total Operating Expenses	145,228	8,945	243,535	13,370
Loss from Operations	(85,262)	(1,878)	(155,978)	(6,089)
Net loss	$ (85,262)	$ (1,878)	$ (155,978)	$ (6,089)
Net loss per common share - basic and diluted (in Dollars per share)	$ (0.01)	$ 0	$ (0.01)	$ 0
Weighted average common shares outstanding - basic and diluted (in Shares)	39,841,872	9,400,000	26,775,330	7,274,309

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Related Party [Member] Preferred Stock [Member]	Related Party [Member] Additional Paid-in Capital [Member]	Related Party [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Stock [Member]	Total
Balance at Dec. 31, 2021				$ 289	$ 4,836	$ (6,133)		$ (1,008)
Balance (in Shares) at Dec. 31, 2021				2,890,951
Common shares issued for services	$ 13	$ 212	$ 225	$ 228	3,822			$ 4,050
Common shares issued for services (in Shares)	126,920		126,920	2,284,556				2,284,556
Net loss						(4,211)		$ (4,211)
Balance at Mar. 31, 2022				$ 530	8,870	(10,344)		(944)
Balance (in Shares) at Mar. 31, 2022				5,302,427
Balance at Dec. 31, 2021				$ 289	4,836	(6,133)		(1,008)
Balance (in Shares) at Dec. 31, 2021				2,890,951
Net loss								(6,089)
Balance at Jun. 30, 2022				$ 530	8,870	(12,222)		(2,822)
Balance (in Shares) at Jun. 30, 2022				5,302,427
Balance at Mar. 31, 2022				$ 530	8,870	(10,344)		(944)
Balance (in Shares) at Mar. 31, 2022				5,302,427
Net loss						(1,878)		(1,878)
Balance at Jun. 30, 2022				$ 530	8,870	(12,222)		(2,822)
Balance (in Shares) at Jun. 30, 2022				5,302,427
Balance at Dec. 31, 2022				$ 546	158,840	(176,583)	$ 14	(17,183)
Balance (in Shares) at Dec. 31, 2022				5,461,500			140,000
Recapitalization March 10, 2023				$ 3,437	(4,528)			$ (1,091)
Recapitalization March 10, 2023 (in Shares)				34,371,100				34,371,100
Net loss						(70,716)		$ (70,716)
Balance at Mar. 31, 2023				$ 3,983	154,312	(247,299)	$ 14	(88,990)
Balance (in Shares) at Mar. 31, 2023				39,832,600			140,000
Balance at Dec. 31, 2022				$ 546	158,840	(176,583)	$ 14	(17,183)
Balance (in Shares) at Dec. 31, 2022				5,461,500			140,000
Net loss								(155,978)
Balance at Jun. 30, 2023				$ 4,031	274,264	(332,561)	$ 14	(54,252)
Balance (in Shares) at Jun. 30, 2023				40,312,600			140,000
Balance at Mar. 31, 2023				$ 3,983	154,312	(247,299)	$ 14	(88,990)
Balance (in Shares) at Mar. 31, 2023				39,832,600			140,000
Common shares issued for cash				$ 48	119,952			$ 120,000
Common shares issued for cash (in Shares)				480,000				480,000
Net loss						(85,262)		$ (85,262)
Balance at Jun. 30, 2023				$ 4,031	$ 274,264	$ (332,561)	$ 14	$ (54,252)
Balance (in Shares) at Jun. 30, 2023				40,312,600			140,000

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows From Operating Activities
Net loss	$ (155,978)	$ (6,089)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued to related parties for services	0	225
Stock issued for services	0	4,050
Changes in operating activities:
Accounts receivable	(8,059)	(772)
Inventory	(3,552)	(9,828)
Prepaid expenses	(1,000)
Accounts payable	(12,418)	1,252
Net Cash Used in Operating Activities	(181,007)	(11,162)
Cash Flows From Investing Activities	0	0
Cash Flows From Financing Activities
Advances from related parties	180,574	38,292
Repayment to related parties	(109,612)	(19,002)
Cash acquired in recapitalization	8,793	0
Stock issued for cash	120,000	0
Net Cash Provided by Financing Activities	199,755	19,290
Net Increase in Cash	18,748	8,128
Cash at Beginning of Period	11,569	100
Cash at End of Period	30,317	8,228
Supplemental Cash Flow Information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

v3.23.2

Nature of Organization	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Business Description and Basis of Presentation [Text Block]	Note 1 - Nature of Organization   Nowtransit Inc. (the “Company,” “us,” “we,” “Nowtransit”) was incorporated in the State of Nevada on July 8, 2019. Through March 10, 2023 we had no operations and had not generated any material revenues since inception. Effective March 10, 2023, we closed on a Share Exchange Agreement with Best 365 Labs Inc. (“Best”), a Nevada corporation, wherein we acquired all of the shares of Best and Best became a wholly owned subsidiary of the Company (see Note 2).   Best was incorporated on October 12, 2021 in the State of Nevada. Best sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is selling Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, Be On-Guard Brain Fog Support, ADHD 365 maximum brain support, and EZ Safer Surface Cleaner.

v3.23.2

Reorganization & Recapitalization	6 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Business Combination Disclosure [Text Block]	Note 2 - Reorganization & Recapitalization   On February 13, 2023, Nowtransit entered into a Share Exchange Agreement with Best and the shareholders of Best who collectively owned 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock. The transaction consummated on March 10, 2023 (the “Closing”).   Upon the Closing, the Company issued the Best shareholders 34,371,100 shares of the Company’s common stock (see Note 6), representing approximately 85.39% of the shares of the Company’s common stock to be outstanding, in exchange for all of the shares of Best common stock held by Best shareholders. The transaction was accounted for as a reserve merger by Nowtransit and resulted in a recapitalization with Best being the accounting acquirer and Nowtransit being the accounting acquiree. As such, the consolidated financial statements presented are the historical financial statements of Best with retroactive adjustments to reflect the equity of Nowtransit, and the operations of Nowtransit from March 10, 2023, the effective date of the merger. Since Nowtransit was the legal acquirer, the resulting financial statements are in the name of Nowtransit. All share and per share information in the accompanying condensed consolidated financial statements and footnotes have been retroactively restated to reflect the recapitalization.   The following table summarizes the assets acquired and the liabilities assumed at the acquisition date of March 10, 2023:   Cash   $ 8,793   Accounts Payable     (8,870 ) Credit Card Liability     (1,014 ) Net Assets (Liabilities) Assumed   $ (1,091 )   During the three months ended March 31, 2023 the Company reported $0 in revenue and $5,295 in expenses for the accounting acquiree (Nowtransit) since the acquisition date (March 10, 2023). Had Nowtransit and Best been combined since January 1, 2023 they would have reported revenues of $32,337, gross profit of $27,591, total operating expenses of $117,417, and a net loss of $89,826.

v3.23.2

Going Concern	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern [Text Block]	Note 3 - Going Concern   The condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.   As reflected in the condensed consolidated financial statements, the Company had minimal revenues and a net loss during the six months ended June 30, 2023 and is showing total liabilities in excess of total assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern.   The Company is attempting to commence full-scale operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

v3.23.2

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	Note 4 - Summary of Significant Accounting Policies   Basis of Presentation   The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and19 Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.   Use of Estimates   The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses. Actual results could differ from those estimates.   Cash and Cash Equivalents   Cash and cash equivalents include cash on hand, cash in banks and any highly liquid investments with a maturity of three months or less to the extent the funds are not being held for investment purposes. As of June 30, 2023 and December 31, 2022, the Company had no cash equivalents.   The Company maintains one account at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000.   Accounts Receivable and Allowance for Doubtful Accounts   The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. As of June 30, 2023 and December 31, 2022, the allowance for doubtful accounts was $0.   Inventory   The Company’s inventory is recognized in accordance with Accounting Standards Codification (“ASC”) 303. The Company uses the lower of cost (determined using the first-in, first-out method) or net realizable value for valuing inventories. As of June 30, 2023 and December 31, 2022 the Company had $15,830 and $12,278 of finished goods on hand, respectively.   Income Taxes   The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.   Revenue Recognition   The Company’s revenue is recognized in accordance with Accounting Standards Codification 606. The Company, through its online websites, operates in the Immune health supplement market. In addition to the website the Company has a Seller Central listing with Amazon and sells three products through the Amazon online platform. The Company offers products – Be-OnGuard Nasal Spray used against nasal bacteria, viruses and allergens; Be-OnGuard Mouth Spray used against oral bacteria, viruses and allergens; and Be-OnGuard EZ Safer Air used against airborne bacteria, viruses and allergens; Be On-Guard Brain Fog Support; and ADHD 365 maximum strength brain support. The Company’s performance obligation is to deliver product to customers therefore revenue is recognized once delivery occurs. Customers will remit payment at the time of order placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. As of June 30, 2023 and December 31, 2022 deferred revenue was $0. Shipping and handling costs that occur are paid by the customer and is not recorded as revenue.   Advertising Costs   Advertising costs are expensed as incurred. During the six months ended June 30, 2023 and 2022, the Company incurred advertising costs of $ 47,675 and $0, respectively.   Leases   The Company follows the provisions of ASC 842, and records right-of-use ("ROU") assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.  The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.   The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.   As of June 30, 2023, the Company had a month-to-month rental agreement for their office and inventory space and paid rent expense of $3,584 for the six months ended June 30, 2023.   Net Income (Loss) per Common Share   Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding as of June 30, 2023 or 2022.   Recent Accounting Pronouncements   The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.

v3.23.2

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Note 5 - Related Party Transactions   In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities.   During the six months ended June 30, 2023 the Company purchased $19,950 worth of inventory from Ageless Holdings, LLC (“Ageless”), an entity owned and controlled by the Company’s members of management and board of directors, $12,857 was owing as of June 30, 2023. Additionally, the Company received $180,574 worth of advances from Ageless to pay for operating expenses and the Company paid back $109,612 of the advances.   As of June 30, 2023 and December 31, 2022, the Company owed related parties a total of $116,318 and $45,356, respectively.   During the six months ended June 30, 2022 the Company’s CEO advanced the Company $202 and the Company purchased $12,090 worth of inventory from Ageless. Additionally, the Company received $26,000 worth of advances from Ageless to pay for operating expenses. The Company paid back $19,002 of the advances. The Company also issued 126,920 common shares to related parties for consulting services (see Note 6).

v3.23.2

Equity	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Equity [Text Block]	Note 6 - Equity   Common Stock   The Company has 75,000,000, $0.0001 par value shares of voting common stock authorized.   During the three months ended March 31, 2023, the Company issued 34,371,100 shares of common stock to Best shareholders in exchange for all of the shares of Best common stock (see Note 2) resulting in an increase in common stock of $3,437 and a decrease in additional paid-in-capital of $4,528.   During the three months ended June 30, 2023, the Company issued 480,000 common shares for cash proceeds of $120,000.   During the three months ended March 31, 2022, the Company issued 2,284,556 shares to third parties for consulting services valued at $4,050 and issued 126,920 shares to related parties for consulting services valued at $225.   During the three months ended June 30, 2022 there were no issuances of common stock.   As of June 30, 2023 and December 31, 2022, the Company had 40,312,600 and 5,461,500 shares of common stock issued and outstanding, respectfully.   Preferred Stock   On October 19, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing up to 5,000,000 shares of Preferred Stock, par value $0.0001 per share, with such rights, preferences and limitations as may be set forth in resolutions adopted by the Board of Directors. On November 1, 2021, the Company filed a Certificate of Designation designating 1,000,000 shares of Preferred Stock as Series A Convertible Preferred Stock (the “Series A”). Each share of the Series A is convertible into three shares of the Company’s common stock at the holder's election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice.   During the six months ended June 30, 2023 and 2022 there were no issuances of preferred stock. As of June 30, 2023 and December 31, 2022, the Company had 140,000 shares of Series A Convertible Preferred Stock outstanding.

v3.23.2

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 7 - Subsequent Events   The Company has evaluated all events that occur after the balance sheet date through August 11, 2023, the date when the financial statements were available to be issued, to determine if they must be reported. Management of the Company determined that there are no material subsequent events to be disclosed other than those described below.   Subsequent to June 30, 2023, the Company received advances of $900 from related parties and made repayments of $26,600. On July 20, the Company issued 80,000 common shares for $20,000.

v3.23.2

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and19 Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements. The financial statements are presented in US dollars and the Company has adopted a December 31 year end.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses. Actual results could differ from those estimates.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks and any highly liquid investments with a maturity of three months or less to the extent the funds are not being held for investment purposes. As of June 30, 2023 and December 31, 2022, the Company had no cash equivalents. The Company maintains one account at Wells Fargo Bank. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000.
Accounts Receivable [Policy Text Block]	Accounts Receivable and Allowance for Doubtful Accounts The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and considers the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Accounts and receivables are written off against the allowance after all attempts to collect a receivable have failed. As of June 30, 2023 and December 31, 2022, the allowance for doubtful accounts was $0.
Inventory, Policy [Policy Text Block]	Inventory The Company’s inventory is recognized in accordance with Accounting Standards Codification (“ASC”) 303. The Company uses the lower of cost (determined using the first-in, first-out method) or net realizable value for valuing inventories. As of June 30, 2023 and December 31, 2022 the Company had $15,830 and $12,278 of finished goods on hand, respectively.
Income Tax, Policy [Policy Text Block]	Income Taxes The provision for income taxes and deferred income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the financial carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. On a periodic basis, the Company assesses the probability that its net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, a conclusion is made that it is more likely than not that some portion or all of the net deferred tax assets will not be recovered, a valuation allowance is provided by a charge to tax expense to reserve the portion of the deferred tax assets which are not expected to be realized.
Revenue [Policy Text Block]	Revenue Recognition The Company’s revenue is recognized in accordance with Accounting Standards Codification 606. The Company, through its online websites, operates in the Immune health supplement market. In addition to the website the Company has a Seller Central listing with Amazon and sells three products through the Amazon online platform. The Company offers products – Be-OnGuard Nasal Spray used against nasal bacteria, viruses and allergens; Be-OnGuard Mouth Spray used against oral bacteria, viruses and allergens; and Be-OnGuard EZ Safer Air used against airborne bacteria, viruses and allergens; Be On-Guard Brain Fog Support; and ADHD 365 maximum strength brain support. The Company’s performance obligation is to deliver product to customers therefore revenue is recognized once delivery occurs. Customers will remit payment at the time of order placement, therefore payment received by the Company prior to product delivery is recorded as deferred revenue. As of June 30, 2023 and December 31, 2022 deferred revenue was $0. Shipping and handling costs that occur are paid by the customer and is not recorded as revenue.
Advertising Cost [Policy Text Block]	Advertising Costs Advertising costs are expensed as incurred. During the six months ended June 30, 2023 and 2022, the Company incurred advertising costs of $ 47,675 and $0, respectively.
Earnings Per Share, Policy [Policy Text Block]	Net Income (Loss) per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding as of June 30, 2023 or 2022.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.

v3.23.2

Reorganization & Recapitalization (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Schedule of Business Acquisitions, by Acquisition [Table Text Block]	The following table summarizes the assets acquired and the liabilities assumed at the acquisition date of March 10, 2023: Cash   $ 8,793   Accounts Payable     (8,870 ) Credit Card Liability     (1,014 ) Net Assets (Liabilities) Assumed   $ (1,091 )

v3.23.2

Reorganization & Recapitalization (Details) - USD ($)			3 Months Ended			6 Months Ended
	Mar. 10, 2023	Feb. 13, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Reorganization & Recapitalization (Details) [Line Items]
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual				$ 0
Business Acquisition, Pro Forma Revenue				32,337
Gross Profit			$ 59,966		$ 7,067	$ 87,557	$ 7,281
Operating Expenses			$ 145,228		$ 8,945	243,535	$ 13,370
Business Acquisition, Pro Forma Net Income (Loss)						89,826
Best 365 Labs Inc. [Member]
Reorganization & Recapitalization (Details) [Line Items]
Equity Method Investment, Ownership Percentage	85.39%	100.00%
Pro Forma [Member]
Reorganization & Recapitalization (Details) [Line Items]
Gross Profit						27,591
Operating Expenses						$ 117,417
Best 365 Labs Inc. [Member]
Reorganization & Recapitalization (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)	34,371,100	9,588,000
Nowtransit [Member]
Reorganization & Recapitalization (Details) [Line Items]
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized				$ 5,295

v3.23.2

Reorganization & Recapitalization (Details) - Schedule of Business Acquisitions, by Acquisition	Mar. 10, 2023 USD ($)
Schedule Of Business Acquisitions By Acquisition Abstract
Cash	$ 8,793
Accounts Payable	(8,870)
Credit Card Liability	(1,014)
Net Assets (Liabilities) Assumed	$ (1,091)

v3.23.2

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Cash, FDIC Insured Amount	$ 250,000
Accounts Receivable, Allowance for Credit Loss	0		$ 0
Inventory, Finished Goods, Gross	15,830		12,278
Deferred Revenue	0		$ 0
Advertising Expense	47,675	$ 0
Operating Lease, Expense	$ 3,584

v3.23.2

Related Party Transactions (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Proceeds from Related Party Debt		$ 180,574	$ 38,292
Repayments of Related Party Debt		109,612	19,002
Stock Issued During Period, Shares, Issued for Services (in Shares)	2,284,556
Ageless Holdings, LLC [Member]
Related Party Transactions (Details) [Line Items]
Other Inventory, Purchased Goods, Gross			12,090
Proceeds from Related Party Debt		180,574	26,000
Repayments of Related Party Debt		109,612	19,002
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Proceeds from Related Party Debt			$ 202
Affiliated Entity [Member] | Ageless Holdings, LLC [Member]
Related Party Transactions (Details) [Line Items]
Other Inventory, Purchased Goods, Gross		19,950
Other Inventory, in Transit, Gross		12,857
Related Party [Member]
Related Party Transactions (Details) [Line Items]
Other Liabilities		$ 116,318		$ 45,356
Stock Issued During Period, Shares, Issued for Services (in Shares)	126,920

v3.23.2

Equity (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Dec. 31, 2022
Equity (Details) [Line Items]
Common Stock, Shares Authorized	75,000,000			75,000,000	75,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001
Stock Issued During Period, Shares, Other		34,371,100
Stock Issued During Period, Value, Other (in Dollars)		$ (1,091)
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs (in Dollars)		4,528
Stock Issued During Period, Shares, New Issues	480,000
Stock Issued During Period, Value, New Issues (in Dollars)	$ 120,000
Stock Issued During Period, Shares, Issued for Services			2,284,556
Stock Issued During Period, Value, Issued for Services (in Dollars)			$ 4,050
Common Stock, Shares, Issued	40,312,600			40,312,600	5,461,500
Common Stock, Shares, Outstanding	40,312,600			40,312,600	5,461,500
Preferred Stock, Shares Authorized	5,000,000			5,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001
Preferred Stock, Conversion Basis				Each share of the Series A is convertible into three shares of the Company’s common stock at the holder's election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice
Preferred Stock, Shares Outstanding	140,000			140,000	140,000
Series A Preferred Stock [Member]
Equity (Details) [Line Items]
Preferred Stock, Shares Authorized	1,000,000			1,000,000
Preferred Stock, Shares Outstanding	140,000			140,000	140,000
Best 365 Labs Inc. [Member]
Equity (Details) [Line Items]
Stock Issued During Period, Value, Other (in Dollars)		$ 3,437
Related Party [Member]
Equity (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services			126,920
Stock Issued During Period, Value, Issued for Services (in Dollars)			$ 225

v3.23.2

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Jul. 20, 2023	Jul. 20, 2023
Subsequent Events (Details) [Line Items]
Proceeds from Related Party Debt		$ 900
Repayments of Related Party Debt		$ 26,600
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	80,000
Debt Conversion, Converted Instrument, Amount	$ 20,000

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