Oyocar Group Inc S-1, filed Dec 11, 2023
Oyocar Group Inc. (OYCG)
Registration No. ______________
As filed with the Securities and Exchange Commission on December 11, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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| OYOCAR GROUP INC. |
| (Exact name of registrant as specified in its charter) |
Nevada
(State or Other Jurisdiction of Incorporation or Organization)
98-1742455
(IRS Employer Identification Number)
5521
(Primary Standard Industrial Classification Code Number)
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Oyocar Group Inc.
Colinas Marinas, Marbellas, Villa 10
Sosua, Dominican Republic 57000
Tel. 829-859-0389
Email: Info@oyocargroup.com
(Address and telephone number of principal executive offices)
EASTBIZ.COM, INC.
5348 VEGAS DRIVE
LAS VEGAS, NV 89108
TEL. 702-871-8678
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒ |
| Emerging growth company ☒ |
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| (Do not check if a smaller reporting company) | |||
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. There is no minimum purchase requirement for the offering to proceed.
OYOCAR GROUP INC.
10,000,000 SHARES OF COMMON STOCK
$0.02 per share
This is the initial offering of common stock of OYOCAR GROUP INC. and no public market currently exists for the securities being offered. We are offering for sale a total of 10,000,000 shares of common stock at a fixed price of $0.02 per share. We estimate our total offering registration costs to be approximately $12,000. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best-efforts basis, which means our President, Jonathan Rafael Perez Peralta, will attempt to sell the shares. We are making this offering without the involvement of underwriters or broker-dealers.
This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. Perez will sell all the shares registered herein. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The shares will be offered at a fixed price of $0.02 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 10,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part.
Anticipated Proceeds to Company
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| If 25% shares are sold |
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| If 50% shares are sold |
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| If 75% shares are sold |
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| If 100% shares are sold |
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| Gross proceeds |
| $ | 50,000 |
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| $ | 100,000 |
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| $ | 150,000 |
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| $ | 200,000 |
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| Offering expenses |
| $ | 12,000 |
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| $ | 12,000 |
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| $ | 12,000 |
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| $ | 12,000 |
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| Net proceeds |
| $ | 38,000 |
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| $ | 88,000 |
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| $ | 138,000 |
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| $ | 188,000 |
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Oyocar Group Inc. is a development stage company and has recently started its operation. To date we have been involved primarily in organizational activities. We do not have sufficient capital for operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
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There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the OTC Markets Group’s platforms. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTC Markets Group’s platforms. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.
Oyocar Group Inc. is not a Blank Check company. We have no any plans, arrangements, commitments or understandings to engage in a merger with or acquisition of another company.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 7 THROUGH 14 BEFORE BUYING ANY SHARES OF OYOCAR GROUP INC.’S COMMON STOCK.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED __________, 2023
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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| CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
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AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,” “OYOCAR,” AND “OYOCAR GROUP INC.” REFERS TO OYOCAR GROUP INC. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
OYOCAR GROUP INC.
We are a development stage company that plans to engage in the business of selling used automobiles that we purchase at car auctions in the United States to customers in the USA and Dominican Republic. Oyocar Group Inc. was incorporated in Nevada on July 10, 2023. We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we require a minimum of $38,000 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate sufficient revenue in the first 12 months after completion our offering or ever generate any revenue.
Being a development stage company, we have very limited operating history. If we do not generate sufficient revenue, we may need a minimum of $12,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000. Our phone number is 829-859-0389.
From inception (July 10, 2023) until the date of this filing, we have had limited operating activities. Our financial statements from inception (July 10, 2023) through August 31, 2023, reports no revenues and a net loss of $988. Our independent registered public accounting firm has issued an audit opinion for Oyocar Group Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have established our Company, developed our business plan and are looking for auto dealers in the Dominican Republic to sign an agreement with. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
Proceeds from this offering are required for us to proceed with your business plan over the next twelve months. We require minimum funding of approximately $38,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of approximately $38,000, our business may fail. We do not anticipate earning sufficient revenues until we enter into commercial operation. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities.
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THE OFFERING
| The Issuer:
| OYOCAR GROUP INC. |
| Securities Being Offered:
| 10,000,000 shares of common stock. |
| Price Per Share:
| $0.02 |
| Duration of the Offering:
| The shares will be offered for a period of one hundred and eighty (180) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 10,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part.
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| Gross Proceeds
| $200,000 |
| Securities Issued and Outstanding: | There are 11,985,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our officer and sole director, Jonathan Rafael Perez Peralta (7,985,000 shares) and by our secretary, Julissa De Jesus (4,000,000 shares). If we are successful at selling all the shares in this offering, we will have 21,985,000 shares issued and outstanding.
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| Subscriptions
| All subscriptions once accepted by us are irrevocable. |
| Registration Costs | We estimate our total offering registration costs to be approximately $12,000.
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| Risk Factors | See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. |
There is no assurance that we will raise the full $200,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial statements for the period from July 10, 2023 (Inception) to August 31, 2023.
| Financial Summary |
| August 31, 2023 ($) (Audited) |
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| Cash and Deposits |
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| 4,000 |
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| Total Assets |
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| 4,000 |
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| Total Liabilities |
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| 988 |
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| Total Stockholder’s Equity |
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| 3,012 |
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| Statement of Operations |
| Accumulated From July 10, 2023 (Inception) to August 31, 2023 ($) (Audited) |
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| Revenue |
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| - |
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| Cost of goods Sold |
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| - |
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| Total Operating Expenses |
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| 988 |
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| Net Loss |
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| (988 | ) |
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AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED. THE TRADING PRICE OF OUR COMMON STOCK, WHEN AND IF WE TRADE AT A LATER DATE, COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.
RISKS ASSOCIATED TO OUR BUSINESS
WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FULLY FUND OUR BUSINESS. IF WE DO NOT SELL AT LEAST 25% OF THE SHARES IN THIS OFFERING AND RECEIVE AT LEAST 25% OF THE MAXIMUM PROCEEDS, WE WILL HAVE TO SEEK ALTERNATIVE FINANCING TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.
The only cash currently available is the cash paid by our officers for the acquisition of their shares as well as loans from Mr. Perez. In the event we do not sell 25% of the shares and raise 25% of the total offering proceeds, there can be no assurance that we would be able to raise the additional funding needed to implement our business plans or that unanticipated costs will not increase our projected expenses for the year following completion of this offering. Our auditors have expressed substantial doubt as to our ability to continue as a going concern.
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED NO REVENUES AND LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
Our company was incorporated on July 10, 2023; we have not yet commenced our business operations; and we have realized no revenues. We have no operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing sufficient revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR significant OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on July 10, 2023 and to date have been involved primarily in organizational activities. We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing sufficient revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate sufficient revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
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WE HAVE NOT IDENTIFIED ANY CUSTOMERS AND WE CANNOT GUARANTEE WE WILL EVER HAVE ANY CUSTOMERS. EVEN IF WE OBTAIN CUSTOMERS, THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO GENERATE A PROFIT. IF THAT OCCURS, WE WILL HAVE TO CEASE OPERATIONS.
We plan that our revenue will come from the selling used automobiles; therefore, we need to attract enough customers to buy our automobiles. We have not identified any customers who prepaid us for used automobiles to date and we cannot guarantee that we will ever have any customers. Even if we obtain customers for our used automobiles, there is no guarantee that we will make a profit. If we are unable to attract enough customers to operate profitably, we will have to suspend or cease operations.
BECAUSE WE PLAN TO EXPORT AUTOMOBILES OVERSEAS, WE COULD BE AFFECTED BY DISRUPTIONS IN DELIVERY.
Because we intend to export used automobiles and deliver them directly to our potential customers at foreign ports, we believe that disruptions in shipping deliveries may affect us. Deliveries of our automobiles may be disrupted through factors such as:
(i) work stoppages, strikes and political unrest;
(ii) problems with ocean shipping, including work stoppages and shipping container shortages;
(iii) increased inspections of import shipments or other factors causing delays in shipments; and
(iv) economic crises, international disputes and wars.
Any of the foregoing disruptions could disrupt our operations and lead to a complete loss of your investment.
Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient number of CUSTOMERS to operate profitably. If we do not make a profit, we will suspend or cease operations.
Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
THE AUTOMOTIVE RETAILING INDUSTRY IS CYCLICAL AND IS SENSITIVE TO CHANGING ECONOMIC CONDITIONS. GENERAL ECONOMIC SLOWDOWN OR RECESSION COULD ADVERSELY IMPACT OUR BUSINESS.
Sales of motor vehicles historically have been subject to substantial cyclical variation characterized by periods of oversupply and weak demand. We believe that many factors affect the industry, including consumer confidence in the economy, the level of personal discretionary spending, interest rates, fuel prices, credit availability and unemployment rates. At this time, we cannot predict the severity or duration of future slowdowns and we cannot assure that our business will not be materially adversely affected by them.
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BECAUSE OUR PRINCIPAL ASSETS ARE LOCATED OUTSIDE OF THE UNITED STATES AND JONATHAN RAFAEL PEREZ PERALTA, OUR SOLE DIRECTOR AND OFFICER, AS WELL AS AND JULISSA DE JESUS, OUR SECRETARY, RESIDE OUTSIDE OF THE UNITED STATES, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S. FEDERAL SECURITIES LAWS AGAINST US AND/OR MR. PEREZ AND MS. DE JESUS, OR TO ENFORCE A JUDGMENT RENDERED BY A UNITED STATES COURT AGAINST US OR MR. PEREZ OR MS. DE JESUS.
Our principal operations and assets are located outside of the United States, and Jonathan Rafael Perez Peralta, our officer and sole director, as well as Ms. De Jesus, our secretary, are non-residents of the United States. Therefore, it may be difficult to effect service of process on Mr. Perez and Ms. De Jesus in the United States, and it may be difficult to enforce any judgment rendered against Mr. Perez and Ms. De Jesus. As a result, it may be difficult or impossible for an investor to bring an action against Mr. Perez or and Ms. De Jesus, in the event that an investor believes that such investor’s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of the Dominican Republic may render that investor unable to enforce a judgment against the assets of Mr. Perez or Ms. De Jesus. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, director or major shareholder, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.
Additionally, because of our assets are located outside of the United States, they will be outside of the jurisdiction of United States courts to administer, if we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the United States under United States bankruptcy laws.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition includes small and midsized companies, and many of them may sell the same or similar makes of new and used vehicles in our markets at competitive prices. Other competitors include private market buyers and sellers of used vehicles and used vehicle dealers. Highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.
PRICE COMPETITION COULD NEGATIVELY AFFECT OUR GROSS MARGINS.
Price competition could negatively affect our operating results. To respond to competitive pricing pressures, we will have to offer our used automobiles at lower prices in order to retain or gain market share and customers. If our competitors offer discounts on similar used automobiles in the future, we will need to lower prices to match the competition, which could adversely affect our gross margins and operating results.
BECAUSE OUR OFFICERS WILL OWN MORE THAN 50% OF OUR OUTSTANDING COMMON STOCKS, THEY WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Mr. Perez and Ms. De Jesus, our officers, will own more than 50% of the outstanding shares. Accordingly, they will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Perez and Ms. De Jesus may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.
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OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATION.
Because we plan to be in the business of selling used automobiles that we purchase in the United States to customers in Dominican Republic, we are likely to be affected by changes in foreign exchange rates. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the products subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.
WE DEPEND TO A SIGNIFICANT EXTENT ON CERTAIN KEY PERSON, THE LOSS OF WHOM MAY MATERIALLY AND ADVERSELY AFFECT OUR COMPANY.
Currently, we have only two employees who are also our officers. We depend entirely on Jonathan Rafael Perez Peralta and Ms. De Jesus for all of our operations. The loss of Mr. Perez or Ms. De Jesus would have a substantial negative effect on our company and may cause our business to fail. Mr. Perez and Ms. De Jesus have not been compensated for their services since our incorporation, and it is highly unlikely that they will receive any compensation unless and until we generate substantial revenues. There is intense competition for skilled personnel and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. The loss of Mr. Perez’s or Ms. De Jesus’s services could prevent us from completing the development of our plan of operation and our business. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel.
We do not have any employment agreements or maintain key person life insurance policies on our officers and director. We do not anticipate entering into employment agreements with them or acquiring key man insurance in the foreseeable future.
BECAUSE OUR OFFICERS AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM ATTRACTING ENOUGH CUSTOMERS AND RESULT IN A LACK OF REVENUES WHICH MAY CAUSE US TO CEASE OPERATIONS.
Jonathan Rafael Perez Peralta and Ms. De Jesus, our officers will only be devoting limited time to our operations. They will be devoting approximately 20 hours a week to our operations. Because our officers and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.
Our officerS and SOLE director have no experience managing a public company which is required to establish and maintain disclosure control and procedures and internal control over financial reporting.
We have never operated as a public company. Jonathan Rafael Perez Peralta and Julissa De Jesus, our officers have no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.
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AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
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| - | provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting; |
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| - | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
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| - | submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
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| - | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive thus, there may be a less active trading market for our common stock and our stock price may be more volatile.
RISKS ASSOCIATED WITH THIS OFFERING
Our president, MR. PEREZ does not have any prior experience OFFERING AND SELLING SECURITIES , and our offering does not require a mimimum amount to be raised. as a result of this we may not be able to raise enough funds to commence and sustain our business and investors may lose their entire investment.
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Mr. Perez does not have any experience conducting a security offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.
BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.
The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed on July 10, 2023 and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in receiving the proceeds in the amount of $38,000 from this offering, we may have to seek alternative financing to implement our business plan.
THE REGULATION OF PENNY STOCKS BY THE SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF THE COMPANY'S SECURITIES.
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $10,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTC Markets Group’s platforms. The OTC Markets Group’s platforms are a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTC Markets Group’s platforms are not an issuer listing service, market or exchange. Although the OTC Markets Group’s platforms do not have any listing requirements, to be eligible for quotation, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTC Markets Group’s platforms. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTC Markets Group’s platforms that become delinquent in their required filings will be removed following a 30 to 60-day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Oyocar Group Inc. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
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WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT SUFFICIENT REVENUE, WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
The estimated cost of this registration statement is $12,000 which will be paid from offering proceeds. If the offering proceeds are less than registration cost, we will have to utilize funds from Jonathan Rafael Perez Peralta, our officer and sole director, who has verbally agreed to loan the company funds to complete the registration process. Mr. Perez’s verbal agreement to provide us loans for registration costs is non- binding and discretionary. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We will voluntarily continue reporting in the absence of an SEC reporting obligation. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Markets Group’s platforms. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $12,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTC Markets Group’s platforms.
THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.
Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of common stock, par value $0.001 per share, of which 11,985,000 shares are currently issued and outstanding. If we sell the 10,000,000 shares being offered in this offering, we would have 21,985,000 shares issued and outstanding. As discussed in the “Dilution” section below, the issuance of the shares of common stock described in this prospectus will result in substantial dilution in the percentage of our common stock held by our existing shareholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.
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| Table of Contents |
Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. Our use of net proceeds is listed in the order of priority in which you intend to use them. There is no assurance that we will raise the full $200,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.
| Gross proceeds |
| $50,000 |
|
| $100,000 |
|
| $150,000 |
|
| $200,000 |
| ||||
| Offering expenses |
| $ | 12,000 |
|
| $ | 12,000 |
|
| $ | 12,000 |
|
| $ | 12,000 |
|
| Net proceeds |
| $ | 38,000 |
|
| $ | 88,000 |
|
| $ | 138,000 |
|
| $ | 188,000 |
|
| SEC reporting and compliance |
| $ | 12,000 |
|
| $ | 12,000 |
|
| $ | 12,000 |
|
| $ | 12,000 |
|
| Establishing an office |
| $ | 2,000 |
|
| $ | 2,000 |
|
| $ | 2,000 |
|
| $ | 2,000 |
|
| Website development |
| $ | 3,000 |
|
| $ | 3,000 |
|
| $ | 4,000 |
|
| $ | 4,000 |
|
| Marketing and advertising |
| $ | 3,000 |
|
| $ | 6,000 |
|
| $ | 12,000 |
|
| $ | 20,000 |
|
| Salary to employees |
| $ | - |
|
| $ | 9,000 |
|
| $ | 18,000 |
|
| $ | 18,000 |
|
| Used Automobiles Purchase |
| $ | 18,000 |
|
| $ | 56,000 |
|
| $ | 90,000 |
|
| $ | 132,000 |
|
The above figures represent only estimated costs. The estimated cost of this registration statement is $12,000 which will be paid from offering proceeds. If the offering proceeds are less than registration costs, Jonathan Rafael Perez Peralta, our president and sole director, has verbally agreed to loan the Company funds to complete the registration process. Mr. Perez’s verbal agreement to provide us loans for registration costs is non- binding and discretionary.
If we raise less than $38,000, we may need additional financing. We do not currently have any arrangements for additional financing. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Our founder, Jonathan Rafael Perez Peralta, has agreed to loan us additional funds in the case we raise less than $38,000 to implement our business plan and maintain reporting status and quotation on the OTC Markets Group’s platforms when and if our common stocks become eligible for trading on the OTC Markets Group’s platforms. Mr. Perez, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. Mr. Perez will not be paid any compensation or anything from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Perez. Mr. Perez will be repaid from revenues of operations if and when we generate substantial revenues to pay the obligation.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.
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Dilution represents the difference between the Offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities from total assets. Dilution arises mainly as a result of our arbitrary determination of the Offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder.
The historical net tangible book value as of August 31, 2023 was $3,012 or approximately $0.0003 per share. Historical net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of August 31, 2023.
The following table sets forth as of August 31, 2023, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of offering expenses payable by us, assuming a purchase price in this offering of $0.02 per share of common stock.
| Percent of Shares Sold from Maximum Offering Available |
|
| 25 | % |
|
| 50 | % |
|
| 75 | % |
|
| 100 | % |
| Offering price per share |
| $ | 0.02 |
|
| $ | 0.02 |
|
| $ | 0.02 |
|
| $ | 0.02 |
|
| Post offering net tangible book value |
| $ | 53,012 |
|
| $ | 103,012 |
|
| $ | 153,012 |
|
| $ | 203,012 |
|
| Post offering net tangible book value per share |
| $ | 0.0037 |
|
| $ | 0.0061 |
|
| $ | 0.0079 |
|
| $ | 0.0092 |
|
| Pre-offering net tangible book value per share |
| $ | 0.0003 |
|
| $ | 0.0003 |
|
| $ | 0.0003 |
|
| $ | 0.0003 |
|
| Increase (Decrease) in net tangible book value per share after offering |
| $ | 0.0034 |
|
| $ | 0.0058 |
|
| $ | 0.0076 |
|
| $ | 0.0089 |
|
| Dilution per share |
| $ | 0.0163 |
|
| $ | 0.0139 |
|
| $ | 0.0121 |
|
| $ | 0.0111 |
|
| % dilution |
|
| 81.5 | % |
|
| 69.5 | % |
|
| 60.5 | % |
|
| 55.5 | % |
| Capital contribution by purchasers of shares |
| $ | 50,000 |
|
| $ | 100,000 |
|
| $ | 150,000 |
|
| $ | 200,000 |
|
| Capital Contribution by existing stockholders |
| $ | 11,985 |
|
| $ | 11,985 |
|
| $ | 11,985 |
|
| $ | 11,985 |
|
| Percentage capital contributions by purchasers of shares |
|
| 80.66 | % |
|
| 82.3 | % |
|
| 92.6 | % |
|
| 94.35 | % |
| Percentage capital contributions by existing stockholders |
|
| 19.34 | % |
|
| 10.7 | % |
|
| 7.4 | % |
|
| 5.65 | % |
| Gross offering proceeds |
| $ | 50,000 |
|
| $ | 100,000 |
|
| $ | 150,000 |
|
| $ | 200,000 |
|
| Anticipated net offering proceeds |
| $ | 38,000 |
|
| $ | 88,000 |
|
| $ | 138,000 |
|
| $ | 188,000 |
|
| Number of shares after offering held by public investors |
|
| 2,500,000 |
|
|
| 5,000,000 |
|
|
| 7,500,000 |
|
|
| 10,000,000 |
|
| Total shares issued and outstanding |
|
| 14,485,000 |
|
|
| 16,985,000 |
|
|
| 19,485,000 |
|
|
| 21,985,000 |
|
| Purchasers of shares percentage of ownership after offering |
|
| 17.26 | % |
|
| 29.44 | % |
|
| 38.49 | % |
|
| 45.49 | % |
| Existing stockholders’ percentage of ownership after offering |
|
| 82.74 | % |
|
| 70.56 | % |
|
| 61.51 | % |
|
| 54.51 | % |
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
|
| · | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
|
|
|
|
|
| · | provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting; |
|
|
|
|
|
| · | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
|
|
|
|
|
| · | submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
|
|
|
|
|
| · | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. |
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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Our cash balance is $4,000 as of August 31, 2023. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Jonathan Rafael Perez Peralta, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of August 31, 2023, Mr. Perez has advanced to us $988. Mr. Perez, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require a minimum of $38,000 of funding from this offering. Being a development stage company, we have very limited operating history. After twelve months period, we may need additional financing. We do not currently have any arrangements for additional financing. Our principal executive offices are located at Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000. Our phone number is 829-859-0389.
We are a development stage company and have generated no revenue to date. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long-term financing. If we do not generate sufficient revenue, we may need a minimum of $12,000 of additional funding at the end of the twelve-month period described in our “Plan of Operation” below to maintain a reporting status.
Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated no revenues and no sufficient revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.
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| Table of Contents |
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $200,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.
PLAN OF OPERATION
We were incorporated in the State of Nevada on July 10, 2023. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are a development stage company that has generated no revenue and just recently started our operations. If we are unable to successfully find customers who will buy used automobiles from us, we may quickly use up the proceeds from this offering.
Our business is selling used automobiles from USA auctions. We plan to resell used cars in the USA and Dominican Republic. We have generated no revenues and our principal business activities to date consist of creating a business plan and searching for auto dealers in the Dominican Republic to sign agreements with.
We will not be conducting any product research or development. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is to sell used automobiles that we purchase in the United States to customers in the USA and Dominican Republic. Our plan of operations is as follows:
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 180 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to profitably sell our services. Our plan of operations following the completion is as follows:
Develop Our Website
Time Frame: 1st – 2nd months.
Costs: $3,000-$4,000
Once our public offering is complete, our president, Jonathan Rafael Perez Peralta, will handle the development of the website and web hosting. We've already secured the domain name "oyocargroup.com." The initial cost for website development, which includes design and setup, will be around $3,000. If we sell 75% or all of our offered shares, we'll invest $4,000 to create a more advanced and appealing website. This upgraded site will feature user-friendly forms and an online car shipping calculator to enhance the customer experience. We'll continuously update and improve our website as our business operates over time.
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Establish our Office
Time Frame: 1st- 3rd months.
Costs: $2,000
Upon completion of the offering, we intend to establish an office in the Dominican Republic. To make this happen, we'll buy essential office items like computers, phones, supplies, and furniture. Our president and director, Jonathan Rafael Perez Peralta, will handle the initial administrative tasks. We estimate that the total cost for setting up the office and getting all the necessary equipment and supplies will be approximately $2,000.
Negotiate agreements with potential car dealers and clients
Time Frame: 2nd -12th months.
No material costs.
Once our website is up and running, we'll reach out to potential clients and begin discussions to work together. Initially, our focus will be on local car dealers, especially those specializing in used cars. We aim to establish agreements with these dealers in the USA and the Dominican Republic to showcase our cars in their inventory. Even though the negotiation with potential wholesale customers will be ongoing during the life of our operations, we cannot guarantee that we will be able to find successful agreements, in which case our business may fail and we will have to cease our operations.
As of today, we have not identified any customers.
Develop and Implement Marketing Strategy
Time Frame: 4th – 12th months.
Costs: $3,000-$20,000
Once our website is ready and our office is set up, our President, Jonathan Rafael Perez Peralta, will lead our marketing efforts to promote our cars and services. We're not just plan to sell to individual buyers; we're also looking to make deals with dealers to sell our cars to them in bulk.
To spread the word effectively, we'll use various marketing tools:
|
| - | Online Marketing: This includes advertising on the internet through our website and social media platforms. |
|
|
|
|
|
| - | Offline Advertising: We'll use traditional advertising methods like billboards, newspaper and magazine ads, and radio commercials. |
|
|
|
|
|
| - | Participation in Auto Shows: We plan to showcase our cars in automobile shows and expos to reach a wider audience. |
|
|
|
|
|
| - | Billboards: We'll place billboard advertisements on streets, in used automobile markets, near vehicle service stations, and in garage areas. |
We believe, that this multi-pronged approach will help us reach potential customers both online and offline, making our presence felt in various channels to attract buyers and potential dealers.
Buying pre-owned vehicles
Time Frame: 4th -12th months
Cost: $18,000-$132,000.
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| Table of Contents |
We plan to purchase automobiles from a variety of sources, including used car dealerships, private individuals, and vehicle auctions. Our plan to purchase automobiles in the price range approximately $8,000-$15,000 each.
Hire Sales Associates
Time Frame: 6th-12th month.
Cost: $9,000-$18,000
If we sell half of the offered shares, we'll hire one salesperson whose main responsibility will be to find new customers for our used cars. However, if we successfully sell at least 75% of the shares, we'll expand our team by bringing in two sales associates to further boost our customer base.
In summary, if we sell at least 25% shares in this offering, we should be in full operation and selling our used automobiles within 12 months of completing our offering. Even if we start to sell our automobiles, there is no assurance that our operations will be profitable. If we are unable to attract customers to buy our used cars we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations.
Jonathan Rafael Perez Peralta and Julissa De Jesus, our officers will be devoting approximately 20 hours a week to our operations. Once we expand operations, and can attract more and more customers to buy our used automobiles, Mr. Perez and Ms. De Jesus have agreed to commit more time as required. Because our officers will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
Estimated Expenses for the Next Twelve-Month Period
The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.
| Description |
| If 25% shares sold |
|
| If 50% shares sold |
|
| If 75% shares sold |
|
| If 100% shares sold |
| ||||
|
|
| Fees |
|
| Fees |
|
| Fees |
|
| Fees |
| ||||
| Establishing an office |
|
| 12,000 |
|
|
| 12,000 |
|
|
| 12,000 |
|
|
| 12,000 |
|
| Website development |
|
| 2,000 |
|
|
| 2,000 |
|
|
| 2,000 |
|
|
| 2,000 |
|
| Salary to employees |
|
| 3,000 |
|
|
| 3,000 |
|
|
| 4,000 |
|
|
| 4,000 |
|
| Marketing and advertising |
|
| 3,000 |
|
|
| 6,000 |
|
|
| 12,000 |
|
|
| 20,000 |
|
| SEC reporting and compliance |
|
| - |
|
|
| 9,000 |
|
|
| 18,000 |
|
|
| 18,000 |
|
| Used Automobiles Purchase |
|
| 18,000 |
|
|
| 56,000 |
|
|
| 90,000 |
|
|
| 132,000 |
|
| Total |
| $ | 38,000 |
|
| $ | 88,000 |
|
| $ | 138,000 |
|
| $ | 188,000 |
|
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated no revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
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| Table of Contents |
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.
Results of operations
From Inception on July 10, 2023 to August 31, 2023
During the period we incorporated the Company and prepared a business plan. Our financial statements from inception (July 10, 2023) through August 31, 2023, reports no revenues and a net loss of $988. Our general and administrative expenses that we incurred in the period ended August 31, 2023 unclude the incorporation expenses and the payment for a Nevada Annual List of Directors and a Nevada Business License. We have not meaningfully commenced our proposed business operations and will not do so until we have completed this offering.
Since inception, we have sold 11,985,000 shares of common stock to our officers for net proceeds of $11,985.
LIQUIDITY AND CAPITAL RESOURCES
As of August 31, 2023, the Company had $4,000 cash and our liabilities were $988, comprising $988 owed to Jonathan Rafael Perez Peralta, our officer and sole director. The available capital reserves of the Company are not sufficient for the Company to remain operational. We require minimum funding of approximately $38,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC.
Since inception, we have sold 11,985,000 shares of common stocks to our sfficers, at a price of $0.001 per share, for aggregate proceeds of $11,985.
We are attempting to raise funds to proceed with our plan of operation. We will have to utilize funds from Jonathan Rafael Perez Peralta, our president and sole director, who has verbally agreed to loan the company funds to complete the registration process if offering proceeds are less than registration costs. However, Mr. Perez has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. Mr. Perez’s verbal agreement to provide us loans for registration costs is non- binding and discretionary. To proceed with our operations within 12 months, we need a minimum of $38,000. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operation. In a long term, we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The Company anticipates over the next 12 months the cost of being a reporting public company will be approximately $12,000.
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The Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
Should the Company fail to raise at least $38,000 under this offering, the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operation.
GENERAL DESCRIPTION OF BUSINESS
We were incorporated in the State of Nevada on July 10, 2023. Our business strategy involves buying used cars from a variety of sources in the United States, including used car dealerships, private sellers, and dealer auctions. We then intend to sell these acquired vehicles to customers both in the USA and the Dominican Republic, with our customer base consisting of private individuals as well as other car dealers. Our primary procurement strategy involves acquiring used cars through auctions, prioritizing cost-efficiency even if the vehicles have some damage. We intend to source spare parts from the United States due to lower prices, and we'll ship them alongside the purchased cars to the Dominican Republic. The actual car repairs and maintenance will be conducted in the Dominican Republic, taking advantage of lower labor costs in that region.
We plan to develop a website where we'll showcase a wide range of used cars along with their prices. Additionally, we'll use the website to promote our services and provide information about our fees. We depend on the proceeds from this offering for our short-term liquidity needs to fund future purchases. In a long term, we may need additional financing. We do not currently have any arrangements for additional financing. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Because we are not certain how we will fund our long-term liquidity needs, we have no ability to assess when we might be profitable. Our principal office address is located at Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000. Our telephone number is 829-859-0389. Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company and have generated no revenue.
We plan to be in the business of selling used cars sourced from the United States to customers in both the USA and the Dominican Republic. We'll rely on the expertise of Jonathan Rafael Perez Peralta, our officer and sole director, who has knowledge of the automobile industry. Our services encompass inspecting the cars, making necessary repairs, handling shipping logistics, and managing customs clearance when required. Depending on the number of shares that we sell from this offering, we'll keep a small inventory of cars. These cars will be popular models that sell quickly, and our aim is to ensure that we have a turnover rate of around 60 days for all the cars in our inventory. We'll showcase the cars we own on our website, allowing customers to browse and select vehicles that match their budget and preferences. Customers can also request specific cars that are not currently listed on our website by specifying the make, model, and year they desire. When we don't have the requested cars in stock, we'll search for them at auctions or through connections with other car dealers. If customers want us to find cars for them individually through auctions or other channels, we'll provide this service for a fee ranging from 5-10% of the car's cost.
We plan to sell our used cars at prices that are 10% to 20% higher than what we paid for them. We'll typically ask customers to pay the full amount upfront, but this may not always happen. In some cases, we'll accept a partial payment upfront and the rest within 7 days after the car has been shipped from the sea port. When we don't have a specific car in our inventory, we'll usually request upfront payment before we buy the car on the customer's behalf. However, there's no guarantee that we'll receive the desired commission payment, which might lead to us having to lower our car prices, resulting in reduced profits or even losses. If we purchase cars without prepayment and are unable to sell them for an extended period or not at all, it could lead to revenue loss and disrupt our business operations.
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Inventory
We plan to acquire used vehicles in various ways, including buying them directly from individual customers and from other sources like auctions, wholesalers, dealers (both franchised and independent), and companies that own vehicle fleets, such as leasing and rental companies. Our primary procurement strategy involves acquiring used cars through auctions, prioritizing cost-efficiency even if the vehicles have some damage. We intend to source spare parts from the United States due to lower prices, and we'll ship them alongside the purchased cars to the Dominican Republic. The actual car repairs and maintenance will be conducted in the Dominican Republic, taking advantage of lower labor costs in that region.
Before selling any car, we'll conduct a thorough inspection covering multiple aspects of the vehicle, including the engine, fuel and cooling systems, transmission, electronics, suspension, brakes, steering, air conditioning, interior, and optional features. For routine maintenance and minor repairs, we'll collaborate with specialized third-party service providers.This approach ensures that the vehicles we offer are in good condition and meet our quality standards before they are made available for sale.
The motor vehicle market in the Dominican Republic
Importation of Used Cars: The Dominican Republic had a thriving market for used cars, often imported from the United States and other countries. These used cars are popular due to their affordability compared to new vehicles.
Preference for Japanese Brands: Japanese car brands such as Toyota, Honda, and Nissan were highly popular among Dominican consumers due to their reputation for reliability and fuel efficiency.
Strong Demand for SUVs and Pickup Trucks: Given the country's diverse terrain and often challenging road conditions, SUVs and pickup trucks are in high demand. They are commonly used for both personal and commercial purposes.
Government Regulations: The Dominican government had regulations and taxes in place for the importation of vehicles, which affected the prices of both new and used cars. Import duties, taxes, and environmental regulations could influence the cost of vehicles.
Growing Middle Class: A growing middle class in the Dominican Republic, along with increased access to financing options, contributed to higher car ownership rates and boosted the demand for automobiles.
Challenges: While the market was promising, it also faced challenges like road infrastructure, traffic congestion in major cities, and issues related to vehicle safety and emissions standards.
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Marketing and Advertising
We intend to rely on our officer and sole director, Jonathan Rafael Perez Peralta to market our services and products. We believe that a successful marketing strategy often involves a mix of different approaches, tailored to our target audience and business goals. Regularly evaluation and adjusting our strategies based on performance data to ensure the best possible results. Our marketing strategy includes:
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| 1. | Establish a Professional Website: This gives us greater control over our brand and allows us to provide detailed information about our services and inventory. It makes us visible to a global audience 24/7, enhances our professional image, provides a hub for sharing details about our business, enables cost-effective digital marketing, makes our content available on various devices, and can serve as an online store, boosting sales opportunities. |
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| 2. | Search Engine Optimization (SEO): We plan to optimize our website for search engines so that it ranks well in Google and other search results when people search for used cars or related services. This will increase organic traffic to your site. |
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| 3. | Social Media Marketing: In addition to Facebook and Instagram, we intent also to consider other platforms like Twitter, LinkedIn, and TikTok. We plan to create engaging content, run targeted ads, and actively engage with our audience to build a loyal following. |
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| 4. | Email Marketing: We plan to build an email list of potential customers and send them regular updates, promotions, and newsletters. We intend to personalize our emails to cater to their specific interests and needs. |
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| 5. | Content Marketing: We plan to create informative and valuable content related to the used car industry. This could include blog posts, videos, and infographics. We intend to share this content on our website and social media. |
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| 6. | Paid Advertising: We are going to invest in paid advertising campaigns on platforms like Google Ads and Facebook Ads. These platforms allow us to target specific demographics and interests, increasing the chances of reaching potential customers. |
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| 7. | Collaborations and Partnerships: We plsn to form partnerships with related businesses, such as auto repair shops or car rental companies, to cross-promote each other's services. |
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| 8. | Customer Reviews and Testimonials: We intend to encourage satisfied customers to leave reviews on your website, Google My Business, and other review platforms. Positive reviews can significantly impact potential buyers' decisions. |
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| 9. | Customer Retention: We intend to maintain ongoing relationships with our existing customers. We will offer loyalty programs, discounts for repeat buyers, and excellent customer service to encourage them to return. |
Competition
The used and new car retail business is highly competitive. Consumers typically have many choices when deciding where to purchase a used or new vehicle. The company’s largest competition is franchised new dealerships, which sell the majority of late model used vehicles. We also compete with independent dealers, rental companies and private parties. We believe that the principal competitive factors in used vehicle sales are price; ability to offer a wide selection of vehicles, including the more popular makes and models; quality of the vehicles; location of retail site; and degree of customer satisfaction with the car-buying experience. Other competitive factors include the ability to offer or arrange customer financing on competitive terms and the quality and cost of primary and extended warranties.
There are few barriers of entry in the used car retail business and level of competition is extremely high. There are many domestic and international car dealers and dealership companies and we will be in direct competition with them. Many large automobile dealerships have greater financial capabilities than us and will be able to provide more favorable credit terms to the buyers of cars. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer greater price discounts than us which may also cause us to lose business. In addition, we will be competing with unlicensed private sellers of automobiles.
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Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
Employees; Identification of Certain Significant Employees.
We are a development stage company and currently have no employees. Jonathan Rafael Perez Peralta and Julissa De Jesus, our officers, are a non-employee officers and director of the Company. We intend to hire employees on an as needed basis.
Offices
Our business office is located at Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000. This is the office provided by our Officer and Sole Director, Jonathan Rafael Perez Peralta. Our telephone number is 829-859-0389. We do not pay any rent to Mr. Perez and there is no agreement to pay any rent in the future. Upon the completion of our offering, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office sight.
Government Regulation
The auto sales industry has a huge number of regulations and laws handed down by both state and federal legislatures. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.
During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director are as follows:
| Name and Address of Executive Officer and/or Director |
| Age |
| Position |
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| Jonathan Rafael Perez Peralta Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000 |
| 35 |
| President, Treasurer and Director (Principal Executive, Financial and Accounting Officer)
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| Julissa De Jesus |
| 21 |
| Secretary |
Jonathan Rafael Perez Peralta has acted as our President, Treasurer and sole Director since our incorporation on July 10, 2023. Mr. Perez has incorporated the company and owns 66.62% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Perez was going to be our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, and sole member of our board of directors. For the last 10 years Mr. Perez, has been managing his own car rental business in the Dominican Republic.
Julissa De Jesus has acted as our Secretary since our incorporation on July 10, 2023. After graduating a school in 2019, she has been working as a secretary in the Mr. Perez’s car rental business.
During the past ten years, Mr. Perez and Ms. De Jesus have not been the subject to any of the following events:
| 1. | Any bankruptcy petition filed by or against any business of which Mr. Perez or Ms. De Jesus were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| 2. | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. |
| 3. | An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Perez’s or Ms. De Jesus’s involvement in any type of business, securities or banking activities. |
| 4. | Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
| 5. | Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; |
| 6. | Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 7. | Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
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| i. | Any Federal or State securities or commodities law or regulation; or |
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| ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
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| iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Jonathan Rafael Perez Peralta, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on July 10, 2023 until August 31, 2023:
Summary Compensation Table
| Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| All Other Compensation ($) |
| All Other Compensation ($) |
| Total ($) |
| Jonathan Rafael Perez Peralta, President and Treasurer |
| July 10, 2023 to August 31, 2023 |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
| Julissa De Jesus Secretary |
| July 10, 2023 to August 31, 2023 |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
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-0- |
There are no current employment agreements between the company and its officer.
Mr. Perez and Ms. De Jesus currently devote approximately twenty hours per week to manage the affairs of the Company. They have agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
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There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
Director Compensation
The following table sets forth director compensation for the period From Inception (July 10, 2023) to August 31, 2023:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) |
| Jonathan Rafael Perez Peralta | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Jonathan Rafael Perez Peralta will not be paid for any underwriting services that he performs on our behalf with respect to this offering.
Other than Mr. Perez’ purchase of founders shares from the Company as stated below, there is nothing of value (including money, property, contracts, options or rights of any kind), received or to be received, by Mr. Perez, directly or indirectly, from the Company.
On July 10, 2023, we issued a total of 7,985,000 shares of restricted common stock to Jonathan Rafael Perez Peralta, our officer and sole director in consideration of $7,985. Further, Mr. Perez has advanced funds to us. As of August 31, 2023, Mr. Perez has advanced to us $988. Mr. Perez will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Perez. Mr. Perez will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation. There is no assurance that we will ever generate substantial revenues from our operations. The obligation to Mr. Perez does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Perez or the repayment of the funds to Mr. Perez. The entire transaction was oral. Mr. Perez is providing us office space free of charge and we have a verbal agreement with Mr. Perez that, if necessary, he will loan the company funds to complete the registration process.
On July 10, 2023, we issued a total of 4,000,000 shares of restricted common stock to Julissa De Jesus, our Secretary in consideration of $4,000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially (1) as of August 31, 2023 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
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| Title of Class |
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage |
| |
| Common Stock |
| Jonathan Rafael Perez Peralta Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000
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| 7,985,000 shares of common stock (direct) |
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| 66.62 | % |
| Common Stock |
| Julissa De Jesus Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000 |
| 4,000,000 shares of common stock (direct) |
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| 33.38 | % |
(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the number of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of August 31, 2023, there were 11,985,000 shares of our common stock issued and outstanding.
Future sales by existing stockholders
A total of 11,985,000 shares of common stock were issued to our officers, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
There is no public trading market for our common stock. To be quoted on the OTC Markets Group’s platforms a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation.
We are registering 10,000,000 shares of our common stock for sale at the price of $0.02 per share.
This is a self-underwritten offering, and Mr. Perez, our prsident and director, will sell the shares directly to family, friends, business associates and acquaintances, with no commission or other remuneration payable to him for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, he will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Mr. Perez will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions, as noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer:
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1. Our president and sole director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,
2. Our president and sole director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
3. Our president and sole director is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and
4. Our president and sole director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily perform, or intend primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) he is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Under Paragraph 3a4-1(a)(4)(iii), our sole officer and director must restricts his participation to any one or more of the following activities:
(A) Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by his of a potential purchaser; provided, however, that the content of such communication is approved by our president and sole director;
(B) Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or
(C) Performing ministerial and clerical work involved in effecting any transaction.
Our officers do not intend to purchase any shares in this offering.
This offering is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the prospectus. Additionally, FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering.
To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.
We are subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and a distribution participant under Regulation M. All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us.
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Subscription funds that are accepted by the Company will be deposited directly into its operating account and will not be held in escrow, trust or similar account. The funds will be available for immediate use by the Company. The Company does not have a minimum capitalization requirement and therefore no other subscription, escrow or impound account is being established for the Offering.
Penny Stock Regulations
You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $10,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you must
|
| - | execute and deliver a subscription agreement; and |
|
|
|
|
|
| - | deliver a check or certified funds to us for acceptance or rejection. |
All checks for subscriptions must be made payable to “Oyocar Group Inc.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers.
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of August 31, 2023, there were 11,985,000 shares of our common stock issued and outstanding those were held by two registered stockholders of record and no shares of preferred stock issued and outstanding. Our officer and sole director, Jonathan Rafael Perez Peralta owns 7,985,000 shares of our common stock currently issued and outstanding, and Julissa De Jesus, our secretary owns 4,000,000 shares of our common stock currently issued and outstanding.
| 30 |
| Table of Contents |
COMMON STOCK
The following is a summary of the material rights and restrictions associated with our common stock.
The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.
Preferred Stock
We do not have an authorized class of preferred stock.
Warrants
We have not issued and do not have any outstanding warrants to purchase shares of our common stock.
Options
We have not issued and do not have any outstanding options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
ANTI-TAKEOVER LAW
Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
| 31 |
| Table of Contents |
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Oyocar Group Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
BF BORGERS CPA PC, our independent registered public accounting firm, has audited our financial statements for the year ended August 31, 2023 and the period from inception (July 10, 2023) to August 31, 2023 included in this prospectus and registration statement. These financial statements are included elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered public accountant.
| 32 |
| Table of Contents |
FINANCIAL STATEMENTS
Our fiscal year end is August 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by BF BORGERS CPA PC.
Our audited financial statements from inception to August 31, 2023, immediately follow:
INDEX TO AUDITED FINANCIAL STATEMENTS
| F-1 | |
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| F-2 | |
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| F-3 | |
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|
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| Statement of Changes in Stockholder’s Deficit – July 10, 2023 (inception) through August 31, 2023 | F-4 |
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| F-5 |
| 33 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Oyocar Group Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Oyocar Group Inc. (the "Company") as of August 31, 2023, the related statement of operations, stockholders' equity (deficit), and cash flows for the period July 10, 2023 (Inception) through August 31, 2023 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2023, and the results of its operations and its cash flows for the period July 10, 2023 (Inception) through August 31, 2023, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S BF Borgers CPA PC
BF Borgers CPA PC (PCAOB ID 5041)
We have served as the Company's auditor since 2023
Lakewood, CO
December 11, 2023
| F-1 |
| Table of Contents |
| OYOCAR GROUP INC.
| ||||
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|
| AUGUST 31, 2023 |
| |
| ASSETS |
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| |
| Current Assets |
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| |
| Cash and cash equivalents |
| $ | 4,000 |
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| Total current assets |
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| 4,000 |
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| TOTAL ASSETS |
| $ | 4,000 |
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|
| ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| Current Liabilities | ||||
| Advances from related party |
| $ | 988 |
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| Total current liabilities |
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| 988 |
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| Total Liabilities |
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| 988 |
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|
|
|
|
|
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| Commitments and contingencies |
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|
|
|
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|
|
|
|
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| Stockholders’ Deficit | ||||
| Common stock, $0.001 par value, 75,000,000 shares authorized; 11,985,000 shares issued and outstanding |
|
| 11,985 |
|
| Common stock subscribed, 7,985,000 shares |
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| (7,985 | ) |
| Additional paid-in-capital |
|
| - |
|
| Accumulated deficit |
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| (988 | ) |
| Total Stockholders’ Deficit |
|
| 3,012 |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 4,000 |
|
The accompanying notes are an integral part of these financial statements.
| F-2 |
| Table of Contents |
OYOCAR GROUP INC.
|
|
| For the period from Inception (July 10, 2023) to August 31, 2023 |
| |
| OPERATING EXPENSES |
|
|
| |
| General and administrative expenses |
|
| 988 |
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| Total operating expenses |
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| (988 | ) |
| Loss before provision for income taxes |
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| (988 | ) |
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|
|
|
|
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| Provision for income taxes |
|
| - |
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|
|
|
|
|
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| Net loss |
| $ | (988 | ) |
| Loss per common share: |
|
|
|
|
| Basic and Diluted |
| $ | (0.00 | ) |
| Weighted Average Number of Common Shares Outstanding: |
|
|
|
|
| Basic and Diluted |
|
| 11,985,000 |
|
The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
OYOCAR GROUP INC.
STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT
FOR THE PERIOD FROM INCEPTION (JULY 10, 2023) to AUGUST 31, 2023
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| Common |
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| Additional |
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| ||||||||||
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| Common Stock |
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| Stock |
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| Paid-In- |
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| Accumulated |
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| ||||||||||
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| Shares |
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| Amount |
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| Subscribed |
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| Capital |
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| Deficit |
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| Total |
| ||||||
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| ||||||
| Balance at July 10, 2023 (Inception) |
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| - |
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| $ | - |
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| $ | - |
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| $ | - |
|
| $ | - |
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| $ | - |
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| Shares issued |
|
| 11,985,000 |
|
|
| 11,985 |
|
|
| (7,985 | ) |
|
| - |
|
|
| - |
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| 4,000 |
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| Net loss |
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| - |
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|
| - |
|
|
|
|
|
|
| - |
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|
| (988 | ) |
|
| (988 | ) |
| Balances as of August 31, 2023 |
|
| 11,985,000 |
|
| $ | 11,985 |
|
| $ | (7,985 | ) |
| $ | - |
|
| $ | (988 | ) |
| $ | 3,012 |
|
The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
OYOCAR GROUP INC.
|
|
| For the period from Inception (July 10, 2023) to August 31, 2023 |
| |
|
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| |
| CASH FLOWS FROM OPERATING ACTIVITIES |
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|
| |
| Net loss |
| $ | (988 | ) |
| Net cash used in operating activities |
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| (988 | ) |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Advances from related party |
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| 988 |
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| Proceeds from sale of common stock |
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| 4,000 |
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| Net cash provided by financing activities |
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| 4,988 |
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| Change in cash and equivalents |
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| 4,000 |
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| Cash and equivalents at beginning of the period |
|
| - |
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| Cash and equivalents at end of the period |
| $ | 4,000 |
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| SUPPLEMENTAL CASH FLOW INFORMATION: |
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| Cash paid for: |
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| Interest |
| $ | - |
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| Taxes |
| $ | - |
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| NON-CASH ACTIVITIES: |
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| Common Stock |
| $ | 7,985 |
|
| Common Stock subscribed |
| $ | (7,985 | ) |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
OYOCAR GROUP INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED AUGUST 31, 2023
NOTE 1 – ORGANIZATION AND BUSINESS
OYOCAR GROUP INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on July 10, 2023. The Company is in the business of selling used automobiles in the USA and Dominican Republic.
The Company has adopted a August 31 fiscal year end.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of August 31, 2023 have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception (July 10, 2023) to August 31, 2023 of $988. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of August 31, 2023, the company has $4,000 in the bank account.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.
| F-6 |
| Table of Contents |
Fair Value of Financial Instruments
Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2023.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accounts payable and advances from related party. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Income Taxes
Income taxes are provided in accordance with ASC 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services.
Revenue is recognized when the following criteria are met:
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| - | Identification of the contract, or contracts, with customer; |
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| - | Identification of the performance obligations in the contract; |
|
| - | Determination of the transaction price; |
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| - | Allocation of the transaction price to the performance obligations in the contract; and |
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| - | Recognition of revenue when, or as, we satisfy performance obligation. |
Earnings per Share
The company adheres to the provision of ASC 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
| F-7 |
| Table of Contents |
NOTE 4– CAPTIAL STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.
On July 10, 2023 the Company issued 4,000,000 and 7,985,000 shares of its common stock at $0.001 per share.
As of August 31, 2023, the Company had 11,985 shares issued and outstanding.
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. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
Since July 10, 2023 (Inception) through August 31, 2023, the Company’s sole officer and director loaned the Company $988 to pay for incorporation costs. As of August 31, 2023, the amount outstanding was $988. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 6 - INCOME TAXES
The reconciliation of the provision for income taxes at the U.S. statutory rate of 21% for the period ended August 31, 2023 is as follows:
| Tax benefit at U.S. statutory rate |
| $ | (207 | ) |
| Change in valuation allowance |
|
| 207 |
|
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at August 31, 2023 are as follows:
| Deferred tax assets: |
|
|
| |
| Net operating loss |
| $ | 207 |
|
| Valuation allowance |
|
| (207 | ) |
The Company has approximately $988 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2043. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE 7 - SUBSEQUENT EVENTS
On September 8, 2023, the Company received $7,985 from proceeds from issuance of common shares.
| F-8 |
| Table of Contents |
PROSPECTUS
10,000,000 SHARES OF COMMON STOCK
OYOCAR GROUP INC.
_______________
Dealer Prospectus Delivery Obligation
Until _____________ ___, 20___, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
| 34 |
| Table of Contents |
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as follows:
| SEC Registration Fee |
| $ | 29.52 |
|
| Auditor Fees and Expenses |
| $ | 8,000.00 |
|
| Legal Fees and Expenses |
| $ | 2,500.00 |
|
| EDGAR fees |
| $ | 750.00 |
|
| Transfer Agent Fees |
| $ | 750.00 |
|
| TOTAL |
| $ | 12,029.52 |
|
(1) All amounts are estimates, other than the SEC’s registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Oyocar Group Inc.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or his office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Oyocar Group Inc., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.
| Name and Address |
| Date |
| Shares |
| Consideration | |
| Jonathan Rafael Perez Peralta Colinas Marinas, Marbellas, Villa 10 Sosua, Dominican Republic 57000 |
|
July 10, 2023 |
| 7,985,000 |
| $ | 7,985.00 |
|
|
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|
|
|
|
|
|
| Julissa De Jesus Colinas Marinas, Marbellas, Villa 10 Sosua, Dominican Republic 57000 |
|
July 10, 2023 |
| 4,000,000 |
| $ | 4,000.00 |
We issued the foregoing restricted shares of common stock to our officers and sole director pursuant to Section 4(2) of the Securities Act of 1933. They are sophisticated investors, are our officers, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.
| 35 |
| Table of Contents |
ITEM 16. EXHIBITS
| Exhibit Number |
| Description of Exhibit |
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| ||
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| ||
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| ||
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ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:
|
| (i) | Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
|
|
|
|
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
|
|
|
|
|
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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| (i) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and |
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| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Sosua, Dominican Republic on December 11, 2023.
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| OYOCAR GROUP INC. | |||
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| By: |
| /s/ Jonathan Rafael Perez Peralta |
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| Name: | Jonathan Rafael Perez Peralta |
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| Title: | President and Treasurer | |
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| (Principal Executive, Financial and Accounting Officer) | |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature |
| Title |
| Date |
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| /s/ Jonathan Rafael Perez Peralta |
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| Jonathan Rafael Perez Peralta |
| President, Treasurer, and Director (Principal Executive, Financial and Accounting Officer) |
| December 11, 2023 |
| /s/ Julissa De Jesus |
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| Julissa De Jesus |
| Secretary |
| December 11, 2023 |
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EXHIBIT 3.1
EXHIBIT 3.2
Bylaws of
Oyocar Group Inc.
a Nevada Corporation
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TABLE OF CONTENTS
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| Page |
| ARTICLE 1 | |
| CORPORATE OFFICES |
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| SECTION 1.1 Registered Office. | 1 |
| SECTION 1.2 Other Offices. | 1 |
| ARTICLE 2 |
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| MEETINGS OF SHAREHOLDERS |
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| SECTION 2.1 Place of Meetings. | 1 |
| SECTION 2.2 Annual Meeting. | 1 |
| SECTION 2.3 Special Meeting. | 1 |
| SECTION 2.4 Notice of Shareholders' Meetings. | 1 |
| SECTION 2.5 Advance Notice of Shareholder Nominees and Shareholder Business. | 2 |
| SECTION 2.6 Manner of Giving Notice; Affidavit of Notice. | 3 |
| SECTION 2.7 Quorum. | 3 |
| SECTION 2.8 Adjourned Meeting; Notice. | 3 |
| SECTION 2.9 Presiding Officer and Secretary; Conduct of Business. | 4 |
| SECTION 2.10 Voting. | 4 |
| SECTION 2.11 Waiver of Notice. | 5 |
| SECTION 2.12 Record Date for Shareholder Notice; Voting | 5 |
| SECTION 2.13 Proxies | 6 |
| SECTION 2.14 List of Shareholders Entitled to Vote. | 6 |
| ARTICLE 3 |
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| DIRECTORS |
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| SECTION 3.1 Powers. | 6 |
| SECTION 3.2 Number of Directors. | 6 |
| SECTION 3.3 Election and Qualification of Directors. | 7 |
| SECTION 3.4 Resignation and Vacancies. | 7 |
| SECTION 3.5 Place of Meetings; Meetings by Telephone. | 8 |
| SECTION 3.6 Regular Meetings. | 8 |
| SECTION 3.7 Special Meetings. | 8 |
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| SECTION 3.8 Quorum. | 8 |
| SECTION 3.9 Notice Procedure. | 9 |
| SECTION 3.10 Waiver of Notice. | 9 |
| SECTION 3.11 Board Action by Written Consent Without a Meeting. | 9 |
| SECTION 3.12 Fees and Compensation of Directors. | 9 |
| SECTION 3.13 Approval of Loans to Officers. | 9 |
| SECTION 3.14 Reduction of Directors. | 10 |
| ARTICLE 4 |
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| COMMITTEES |
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| SECTION 4.1 Committees of Directors. | 10 |
| SECTION 4.2 Committee Minutes. | 10 |
| SECTION 4.3 Meetings and Action of Committees. | 10 |
| ARTICLE 5 |
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| OFFICERS |
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| SECTION 5.1 Officers. | 11 |
| SECTION 5.2 Appointment of Officers. | 11 |
| SECTION 5.3 Chairman of the Board. | 12 |
| SECTION 5.4 Vice Chairman of the Board. | 12 |
| SECTION 5.5 Chief Executive Officer. | 12 |
| SECTION 5.6 President. | 12 |
| SECTION 5.7 Vice Presidents. | 12 |
| SECTION 5.8 Secretary. | 12 |
| SECTION 5.9 Chief Financial Officer. | 13 |
| SECTION 5.10 Assistant Secretary. | 13 |
| SECTION 5.11 Assistant Treasurer. | 13 |
| SECTION 5.12 Representation of Shares of Other Corporations. | 14 |
| ARTICLE 6 |
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| INDEMNITY |
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| SECTION 6.1 Third Party Actions. | 14 |
| SECTION 6.2 Actions by or in the Right of the Corporation. | 14 |
| SECTION 6.3 Successful Defense. | 15 |
| SECTION 6.4 Determination of Conduct. | 15 |
| SECTION 6.5 Payment of Expenses in Advance. | 15 |
| SECTION 6.6 Indemnity Not Exclusive. | 16 |
| SECTION 6.7 Insurance Indemnification. | 16 |
| SECTION 6.8 The Corporation. | 16 |
| SECTION 6.9 Employee Benefit Plans. | 16 |
| SECTION 6.10 Continuation of Indemnification and Advancement of Expenses. | 17 |
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| ARTICLE 7 |
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| RECORDS AND REPORTS |
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| SECTION 7.1 Maintenance and Inspection of Records. | 17 |
| SECTION 7.2 Inspection by Directors. | 18 |
| SECTION 7.3 Annual Statement to Shareholders. | 18 |
| ARTICLE 8 |
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| GENERAL MATTERS |
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| SECTION 8.1 Execution of Corporate Contracts and Instruments. | 18 |
| SECTION 8.2 Stock Certificates; Partly Paid Shares. | 18 |
| SECTION 8.3 Special Designation on Certificates. | 19 |
| SECTION 8.4 Lost Certificates. | 19 |
| SECTION 8.5 Construction; Definitions. | 19 |
| SECTION 8.6 Dividends. | 20 |
| SECTION 8.7 Fiscal Year. | 20 |
| SECTION 8.8 Seal. | 20 |
| SECTION 8.9 Transfer of Stock. | 20 |
| SECTION 8.10 Stock Transfer Agreements. | 20 |
| SECTION 8.11 Registered Shareholders. | 20 |
| ARTICLE 9 |
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| AMENDMENTS |
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Bylaws of
Oyocar Group Inc.
Article 1. Corporate Offices
SECTION 1.1 Registered Office.
The registered office of the corporation shall be in the City of Las Vegas, County of Clark, State of Nevada.
SECTION 1.2 Other Offices.
The board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.
Article 2. Meetings Of Shareholders
SECTION 2.1 Place of Meetings.
Meetings of shareholders shall be held at any place, either within or without the State of Nevada, as may be designated by the board of directors or in the manner provided in these bylaws.
SECTION 2.2 Annual Meeting.
The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. In the absence of such designation, the annual meeting of shareholders shall be held on the Second Tuesday of December of each year at 10:00 a.m., at the corporation’s principal executive offices. However, if such day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding business day. At the meeting, directors shall be elected and any other proper business may be transacted.
SECTION 2.3 Special Meeting.
A special meeting of the shareholders may be called at any time only by the chairman of the board, by the chief executive officer, by the president or by the board of directors pursuant to a resolution adopted by a majority of the total number of directors that the corporation would have if there were no vacancies. No business may be transacted at such special meeting otherwise than specified in such notice.
SECTION 2.4 Notice of Shareholders' Meetings.
All notices of meetings with shareholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.6 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
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SECTION 2.5 Advance Notice of Shareholder Nominees and Shareholder Business.
Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation,
(i) nominations for the election of directors, and
(ii) business proposed to be brought before any shareholder meeting may be made by the board of directors or proxy committee appointed by the board of directors or by any shareholder entitled to vote in the election of directors generally if such nomination or business proposed is otherwise proper business before such meeting. However, any such shareholder may nominate one or more persons for election as directors at a meeting or propose business to be brought before a meeting, or both, only if such shareholder has given timely notice in proper written form of their intent to make such nomination or nominations or to propose such business. To be timely, such shareholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than one hundred twenty (120) calendar days in advance of the first anniversary date of mailing of the corporation's proxy statement released to shareholders in connection with the previous year's annual meeting of shareholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the shareholder to be timely must be so received a reasonable time before the solicitation is made. To be in proper form, a shareholder's notice to the secretary shall set forth:
(a) the name and address of the shareholder who intends to make the nominations or propose the business and, as the case may be, of the person or persons to be nominated or of the business to be proposed;
(b) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
(c) if applicable, a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;
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(d) such other information regarding each nominee or each matter of business to be proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the board of directors; and
(e) if applicable, the consent of each nominee to serve as director of the corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any person or the proposal of any business not made in compliance with the foregoing procedure.
SECTION 2.6 Manner of Giving Notice; Affidavit of Notice.
Written notice of any meeting of shareholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
SECTION 2.7 Quorum.
The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum is not present or represented at any meeting of the shareholders, then either (i) the chairman of the meeting or (ii) the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
SECTION 2.8 Adjourned Meeting; Notice.
When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
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SECTION 2.9 Presiding Officer and Secretary; Conduct of Business.
Meetings of the shareholders shall be presided over by the chairman, or if the chairman is not present, by any vice chairman, or if the chairman or vice chairman is not present or if the corporation shall not have a chairman or vice chairman, by the chief executive officer, or if neither the chairman nor the vice chairman or chief executive officer is present, by a chairman chosen by a majority of the shareholders present at such meeting. The secretary or, in the secretary's absence, an assistant secretary shall act as secretary of every meeting, but if neither the secretary nor an assistant secretary is present, a majority of the shareholders present at such meeting shall choose any person present to act as secretary of the meeting.
Meetings of the shareholders generally shall follow accepted rules of parliamentary procedure subject to the following:
(a) The chairman of the meeting shall have absolute authority over the matters of procedure, and there shall be no appeal from the ruling of the chairman. If, in his or her absolute discretion, the chairman deems it advisable to dispense with the rules of parliamentary procedure as to any meeting of shareholders or part thereof, he or she shall so state and shall state the rules under which the meeting or appropriate part thereof shall be conducted.
(b) If disorder should arise which prevents the continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting, and upon so doing, the meeting will immediately be adjourned.
(c) The chairman may ask or require that anyone not a bona fide shareholder or proxy leave the meeting.
(d) The resolution or motion shall be considered for vote only if proposed by a shareholder or a duly authorized proxy and seconded by a shareholder or duly authorized proxy other than the individual who proposed the resolution or motion.
(e) Except as the chairman may permit, no matter shall be presented to the meeting which has not been submitted for consideration in accordance with the terms and provisions of Section 2.5.
SECTION 2.10 Voting.
The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.13 of these bylaws, subject to the provisions of the Nevada General Corporation Law (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).
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Except as may be otherwise provided in the articles of incorporation, each shareholder shall be entitled to one vote for each share of capital stock held by such shareholder. At any meeting of shareholders (at which a quorum is present to organize the meeting), all matters, except as otherwise provided by statute, by the articles of incorporation or by these bylaws, shall be decided by the majority of the votes cast at such meeting by the holders of shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present when the vote is taken.
SECTION 2.11 Waiver of Notice.
Whenever notice is required to be given under any provision of the Nevada General Corporation Law or of the articles of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the articles of incorporation or these bylaws.
SECTION 2.12 Record Date for Shareholder Notice; Voting.
In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.
If the board of directors does not so fix a record date:
(i) The record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
(ii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
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SECTION 2.13 Proxies.
Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such shareholder by a written proxy, signed by such shareholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after six (6) months from its date, unless the proxy is coupled with an interest or the proxy provides for a longer period. A proxy shall be deemed signed if such shareholder's name is placed on the proxy by any reasonable means including, but not limited to, by facsimile signature, manual signature, typewriting, telegraphic transmission or otherwise, by such shareholder or such shareholder's attorney-in-fact.
SECTION 2.14 List of Shareholders Entitled to Vote.
The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. Such list shall presumptively determine the identity of the shareholders entitled to vote at the meeting and the number of shares held by each of them.
Article 3. Directors
SECTION 3.1 Powers.
Subject to the provisions of the Nevada General Corporation Law and any limitations in the articles of incorporation or these bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.
SECTION 3.2 Number of Directors.
Except as otherwise provided in the articles of incorporation, the board of directors shall consist of between one and five persons, the number to be fixed from time to time by the Board of Directors. Until changed by the Board of Directors the number of directors is fixed at one. The number of directors may be changed by a resolution of the board of directors, or by a duly adopted amendment to the articles of incorporation. At each annual meeting of shareholders, the shareholders shall elect directors to serve a one-year term. A director shall hold office until the annual shareholder meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. If the number of directors is changed, any additional director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of the directors, but in no case will a decrease in the number of directors shorten the term of any incumbent director.
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No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
SECTION 3.3 Election and Qualification of Directors.
Directors need not be shareholders unless so required by the articles of incorporation or these bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Elections of directors need not be by written ballot.
SECTION 3.4 Resignation and Vacancies.
Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. When one or more directors shall resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
Unless otherwise provided in the articles of incorporation or these bylaws:
(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the articles of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
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If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any shareholder or an executor, administrator, trustee or guardian of a shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a shareholder, may call a special meeting of shareholders in accordance with the provisions of the articles of incorporation or these bylaws.
SECTION 3.5 Place of Meetings; Meetings by Telephone.
The board of directors of the corporation may hold meetings, both regular and special, either within or outside the State of Nevada.
Unless otherwise restricted by the articles of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of such board of directors, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this section shall constitute presence in person at the meeting.
SECTION 3.6 Regular Meetings.
Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
SECTION 3.7 Special Meetings.
Special meetings of the board of directors may be called by the chairman, the chief executive officer, the president, or the secretary or by any two (2) or more directors then serving on at least one (1) day's notice to each director given by one of the means specified in Section 3.9 hereof other than by mail, or on at least three (3) days' notice if given by mail. Special meetings shall be called by the chairman, chief executive officer, president or secretary in like manner and on like notice on the written request of any two (2) or more of the directors then serving.
SECTION 3.8 Quorum.
At all meetings of the board of directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the article of incorporation, or these bylaws. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
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SECTION 3.9 Notice Procedure.
Whenever, under provisions of any statutes, the article of incorporation or these bylaws, notice is required to be given to any director, such notice shall be deemed given effectively if given in person, by telephone or any other comprehensible means, by mail addressed to such director at such director's address as it appears in the records of the corporation, with postage paid thereon, or by telegram, telex, telecopy, email or other electronic communication or similar means addressed as aforesaid.
SECTION 3.10 Waiver of Notice.
Whenever notice is required to be given under any provision of the Nevada General Corporation Law, the articles of incorporation, or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so required by the articles of incorporation or these bylaws.
SECTION 3.11 Board Action by Written Consent Without a Meeting.
Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee.
SECTION 3.12 Fees and Compensation of Directors.
Unless otherwise restricted by the articles of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.
SECTION 3.13 Approval of Loans to Officers.
The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.
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SECTION 3.14 Reduction of Directors.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office.
Article 4. Committees
SECTION 4.1 Committees of Directors.
The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, with each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority (i) approving or adopting or recommending to the shareholders, any action or matter expressly required by the Nevada General Corporation Law to be submitted to shareholders for approval or (ii) adopting, amending, or repealing any bylaws of the corporation; and, unless the board resolution establishing the committee, the bylaws or the articles of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to the Nevada General Corporation Law.
SECTION 4.2 Committee Minutes.
Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
SECTION 4.3 Meetings and Action of Committees.
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular meetings), Section 3.7 (special meetings), Section 3.8 (quorum), Section 3.9 (notice procedure), Section 3.10 (waiver of notice) and Section 3.10 (action without a meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
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Article 5. Officers
SECTION 5.1 Officers.
The officers of the corporation shall consist of a president, a secretary, and a chief financial officer, who shall be elected by the Board of Directors, and may consist of additional officers including, one or more vice presidents (who may be designated as vice presidents, senior vice presidents or executive vice presidents), as appointed by the board of directors or the chief executive officer. The corporation may have such additional or assistant officers (sometimes referred to as "additional officers") as the board of directors or chief executive officer may deem necessary for its business and may appoint from time to time.
The board of directors shall also have the authority, but shall not be required, to designate officers as the chief executive officer, the chief operating officer, the treasurer or similar such titles. Any two or more offices may be held by the same person.
If a director/officer has not been designated as chairman, or if the designated chairman is not present, the board of directors shall elect a chairman from amongst its members to serve as chairman of the board of directors. The chairman shall preside at all meetings of the board of directors, and shall have such other powers as the board may determine.
SECTION 5.2 Appointment of Officers.
The officers of the corporation shall be appointed annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. If officers are not appointed at such meeting, such appointment shall occur as soon as possible thereafter, or may be left vacant. Each officer shall hold office until a successor shall have been appointed and qualified or until said officer's earlier death, resignation, or removal.
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SECTION 5.3 Chairman of the Board.
The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may from time to time be assigned to the chairman of the board by the board of directors or as may be prescribed by these bylaws.
SECTION 5.4 Vice Chairman of the Board.
The vice chairman of the board, if any, shall have such powers and duties as may be delegated to him by the board of directors or the chairman. To the extent not otherwise provided herein, the vice chairman of the board shall perform the duties and exercise the powers of the chairman of the board in the event of the chairman's absence or disability. The corporation may have one or more vice chairman.
SECTION 5.5 Chief Executive Officer.
The board of directors shall select a chief executive officer of the corporation who shall be subject to the control of the board of directors and have general supervision, direction and control of the business and the officers of the corporation. The chief executive officer shall preside at all meetings of the shareholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the board of directors.
SECTION 5.6 President.
The president shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the board of directors, the chief executive officer or these bylaws.
SECTION 5.7 Vice Presidents.
Each vice president shall have such powers and duties as may be delegated to him by the board of directors, the chief executive officer of the president.
SECTION 5.8 Secretary.
The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required to be given by law or by these bylaws. The secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.
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SECTION 5.9 Chief Financial Officer.
The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.
The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the chief executive officer and directors, whenever they request it, an account of all his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors, the chief executive officer or these bylaws.
The chief financial officer shall also be the treasurer of the corporation. SECTION 5.10 Assistant Secretary.
The assistant secretary, or, if there is more than one, the assistant secretaries in the order determined by the shareholders or board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as may be prescribed by the board of directors, the chief executive officer or these bylaws.
SECTION 5.11 Assistant Treasurer.
The assistant treasurer, or, if there is more than one, the assistant treasurers, in the order determined by the board of directors or the chief executive officer (or if there be no such determination, then in the order of their election), shall, in the absence of the chief financial officer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the chief financial officer and shall perform such other duties and have such other powers as may be prescribed by the board of directors, the chief executive officer or these bylaws.
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SECTION 5.12 Representation of Shares of Other Corporations.
The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
Article 6. Indemnity
SECTION 6.1 Third Party Actions.
The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the corporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.
SECTION 6.2 Actions by or in the Right of the Corporation.
The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) and amounts paid in settlement (if such settlement is approved in advance by the corporation, which approval shall not be unreasonably withheld) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Notwithstanding any other provision of this Article VI, no person shall be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.
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SECTION 6.3 Successful Defense.
To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
SECTION 6.4 Determination of Conduct.
Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 6.1 and 6.2. Such determination shall be made (1) by the board of directors or the executive committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (2) or if such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the shareholders. Notwithstanding the foregoing, a director, officer, employee or agent of the corporation shall be entitled to contest any determination that the director, officer, employee or agent has not met the applicable standard of conduct set forth in Sections 6.1 and 6.2 by petitioning a court of competent jurisdiction.
SECTION 6.5 Payment of Expenses in Advance.
Expenses incurred in defending a civil or criminal action, suit or proceeding, by an individual who may be entitled to indemnification pursuant to Section 6.1 or 6.2, shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article VI.
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SECTION 6.6 Indemnity Not Exclusive.
The indemnification and advancement of expenses provided by or granted pursuant to the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
SECTION 6.7 Insurance Indemnification.
The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article VI.
SECTION 6.8 The Corporation.
For purposes of this Article VI, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under and subject to the provisions of this Article VI (including, without limitation the provisions of Section 6.4) with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
SECTION 6.9 Employee Benefit Plans.
For purposes of this Article VI, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VI.
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SECTION 6.10 Continuation of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Article 7. Records And Reports
SECTION 7.1 Maintenance and Inspection of Records.
The corporation shall, either at its principal executive officer or at such place or places as designated by the board of directors, keep a record of its shareholders listing their names and addresses and the number and class of shares held by each shareholder, a copy of these bylaws as amended to date, accounting books, and other records.
Any shareholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its shareholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a shareholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its registered office in Nevada or at its principal place of business.
The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.
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SECTION 7.2 Inspection by Directors.
Any director shall have the right to examine the corporation's stock ledger, a list of its shareholders, and its other books and records for a purpose reasonably related to his position as a director. The Superior Court of the county of the corporation's registered office is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.
SECTION 7.3 Annual Statement to Shareholders.
The board of directors shall present at each annual meeting, and at any special meeting of the shareholders when called for by vote of the shareholders, a full and clear statement of the business and condition of the corporation.
Article 8. General Matters
SECTION 8.1 Execution of Corporate Contracts and Instruments.
The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
SECTION 8.2 Stock Certificates; Partly Paid Shares.
The shares of the corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the board of directors, or the president or vice-president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
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The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
SECTION 8.3 Special Designation on Certificates.
If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each shareholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
SECTION 8.4 Lost Certificates.
Except as provided in this Section 8.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and canceled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against
it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
SECTION 8.5 Construction; Definitions.
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nevada General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.
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SECTION 8.6 Dividends.
The directors of the corporation, subject to any restrictions contained in (i) the Nevada General Corporation Law or (ii) the articles of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock.
The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.
SECTION 8.7 Fiscal Year.
The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.
SECTION 8.8 Seal.
The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
SECTION 8.9 Transfer of Stock.
Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.
SECTION 8.10 Stock Transfer Agreements.
The corporation shall have power to enter into and perform any agreement with any number of shareholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such shareholders in any manner not prohibited by the Nevada General Corporation Law.
SECTION 8.11 Registered Shareholders.
The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
Article 9. Amendments
The bylaws of the corporation may be adopted, amended or repealed by the shareholders entitled to vote; provided, however, that the corporation may, in its articles of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the shareholders of the power, nor limit their power to adopt, amend or repeal bylaws.
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Certification Of
Bylaws
Of
Oyocar Group Inc.
(a Nevada corporation)
The undersigned, Secretary of Oyocar Group Inc., a Nevada corporation (the “Company”), hereby certifies that the attached Bylaws are a true and correct copy of the Bylaws of the Company in effect as of the date of this certificate.
| Dated: July 10, 2023 |
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| /S/ Jonathan Rafael Perez Peralta |
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| Jonathan Rafael Perez Peralta |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated December 11, 2023, relating to the financial statements of Oyocar Group Inc. as of August 31, 2023 and the period from July 10, 2023 (Inception) through August 31, 2023 and to all references to our firm included in this Registration Statement.
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| Certified Public Accountants Lakewood, CO December 11, 2023 |
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