OYCG 10-Q
Oyocar Group Inc. (OYCG)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
FOR THE QUARTERLY PERIOD ENDED
For the transition period from ______ to _______
COMMISSION FILE NO.
(Exact name of registrant as specified in its charter) |
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification Number)
5521
(Primary Standard Industrial Classification Code Number)
Oyocar Group Inc.
Tel.
(Address and telephone number of registrant's executive office)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Emerging growth company | ||
Smaller reporting company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class | Outstanding as of July 16, 2025 |
Common Stock, $0.001 |
OYOCAR GROUP INC.
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Management’s discussion and analysis of financial condition and results of operations | 10 | |
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| Table of Contents |
PART I. FINANCIAL INFORMATION
OYOCAR GROUP INC.
BALANCE SHEETS
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| MAY 31, 2025 Unaudited |
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| AUGUST 31, 2024 Audited |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Prepaid expenses |
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Accounts receivable |
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Total current assets |
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Non-Current Assets |
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Computer and Software |
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Inventory |
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Total non-current assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
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Advances from related party |
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Accounts payable |
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Prepaid sales deposit |
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Total current liabilities |
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Total Liabilities |
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Commitments and contingencies |
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Stockholders’ Equity | ||||||||
Common stock, $ |
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Common stock subscribed, |
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Additional paid-in-capital |
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Accumulated deficit |
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Total Stockholders’ Equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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The accompanying notes are an integral part of these unaudited financial statements.
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| Table of Contents |
OYOCAR GROUP INC.
STATEMENTS OF OPERATIONS
Unaudited
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| THREE MONTHS ENDED MAY 31, 2025 |
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| THREE MONTHS ENDED MAY 31, 2024 |
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| NINE MONTHS ENDED MAY 31, 2025 |
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| NINE MONTHS ENDED MAY 31, 2024 |
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Revenue |
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Cost of goods sold |
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Gross profit |
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OPERATING EXPENSES |
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General and administrative expenses |
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Total operating expenses |
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Loss before provision for income taxes |
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Provision for income taxes |
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Net loss |
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Loss per common share: Basic and Diluted |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted |
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The accompanying notes are an integral part of these unaudited financial statements.
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| Table of Contents |
OYOCAR GROUP INC.
STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE PERIODS ENDED MAY 31, 2024 AND MAY 31, 2025
(Unaudited)
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| Subscribed |
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| Deficit |
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Balances as of August 31, 2023 |
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Shares issued |
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Net loss |
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Balances as of November 30, 2023 |
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Net loss |
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Balances as of February 29, 2024 |
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Net loss |
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Balances as of May 31, 2024 |
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Balances as of August 31, 2024 |
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Net loss |
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Balances as of November 30, 2024 |
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Net loss |
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Balances as of February 28, 2025 |
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Net loss |
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Balances as of May 31, 2025 |
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The accompanying notes are an integral part of these unaudited financial statements.
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| Table of Contents |
OYOCAR GROUP INC.
STATEMENT OF CASH FLOWS
(Unaudited)
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| NINE MONTHS ENDED MAY 31, 2025 |
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| NINE MONTHS ENDED MAY 31, 2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Amortization |
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Increase (Decrease) in Prepaid Sales |
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Decrease (Increase) in Operating Assets: |
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Accounts Receivable |
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Inventory |
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Prepaid Expenses |
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Increase (Decrease) in Operating liabilities: |
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Accounts payable |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Computer |
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Website |
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Net cash used in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from related party |
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Proceeds from shares subscribed |
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Net cash provided by financing activities |
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Change in cash and equivalents |
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Cash and equivalents at beginning of the period |
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Cash and equivalents at end of the period |
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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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The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
| Table of Contents |
OYOCAR GROUP INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2025
NOTE 1 – ORGANIZATION AND BUSINESS
OYOCAR GROUP INC. (the “Company”) is a corporation established under the corporation laws in the State of
The Company has adopted a August 31 fiscal year end.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of May 31, 2025 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 May 31, 2025 of $
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 May 31, 2025, the company has $
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.
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 May 31, 2025.
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.
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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:
| - | Identification of the contract, or contracts, with customer; |
| - | Identification of the performance obligations in the contract; |
| - | Determination of the transaction price; |
| - | Allocation of the transaction price to the performance obligations in the contract; and |
| - | 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.
NOTE 4 – CAPITAL STOCK
The Company has
As of May 31, 2025, the Company had
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| Table of Contents |
NOTE 5 – FIXED ASSETS, NET
Fixed assets at May 31, 2025, are summarized as follows:
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Website |
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Computer |
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Less: Accumulated depreciation |
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NOTE 6 – 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 May 31, 2025, the Company’s sole officer and director loaned the Company $
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from May 31, 2025 to July 16, 2025 and has determined that there are no items to disclose.
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| Table of Contents |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
DESCRIPTION OF BUSINESS
We were incorporated in the State of Nevada on July 10, 2023.We are in the business of selling used cars sourced from the United States to customers in both the USA and the Dominican Republic. Our services encompass inspecting the cars, making necessary repairs, handling shipping logistics, and managing customs clearance when required.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
As of May 31, 2025, our total assets were $51,721 compared to $90,850 in total assets at August 31, 2024. As of May 31, 2025, our total liabilities were $31,744 compared to $36,408 in total liabilities at August 31, 2024.
Stockholders’ equity was $19,977 as of May 31, 2025 compared to $54,442 as of August 31, 2024.
Three Month Period Ended May 31, 2025 compared to Three Month Period Ended May 31, 2024
Revenue
During the three-month period ended May 31, 2025, the Company had $20,110 in revenue, compared to $22,200 during the three-month period ended May 31, 2024. During the three-month period ended May 31, 2025, the Company had in $15,851 in cost of goods sold and $4,259 in gross profit. During the three-month period ended May 31, 2024, the Company had in $17,680 in cost of goods sold and $4,520 in gross profit.
Operating Expenses
During the three-month period ended May 31, 2025, we incurred total operating expenses of $5,457, compared to $11,487 during the three-month period ended May 31, 2024. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.
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Net Loss
Our net loss for the three-month period ended May 31, 2025 was $1,198, compared to $6,967 during the three-month period ended May 31, 2024.
Nine Month Period Ended May 31, 2025 compared to Nine Month Period Ended May 31, 2024
Revenue
During the nine-month period ended May 31, 2025, the Company had $64,195 in revenue, compared to $39,600 during the nine-month period ended May 31, 2024. During the nine-month period ended May 31, 2025, the Company had in $57,813 in cost of goods sold and $6,382 in gross profit. During the nine-month period ended May 31, 2024, the Company had in $33,680 in cost of goods sold and $6,020 in gross profit.
Operating Expenses
During the nine-month period ended May 31, 2025, we incurred total operating expenses of $40,847, compared to $26,607 during the nine-month period ended May 31, 2024. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.
Net Loss
Our net loss for the nine-month period ended May 31, 2025 was $34,465, compared to $20,587 during the nine-month period ended May 31, 2024.
Cash Flows used by Operating Activities
For the nine-month period ended May 31, 2025, net cash flows used in operating activities were $10,500 comprised of net loss of $34,465 and depreciation expense of $591, decrease in prepaid sales of $14,664, decrease in accounts receivables of $2,259 increase in inventory of $1,003, decrease in prepaid expenses of $26,782, and increase in accounts payable $10,000.
For the nine-month period ended May 31, 2024 net cash used in operating activities was $20,182, consisting of net loss of $20,587 and depreciation expense of $405.
Cash Flows from Investing Activities
For the nine-month period ended May 31, 2025, net cash used in investing activities was $0 compared to $3,940 during the nine-month period ended May 31, 2024.
Cash Flows from Financing Activities
For the nine-month period ended May 31, 2025, cash flows provided by financing activities was $0 compared to $22,800, consisting of $14,815 loan from related party and $7,985 proceeds from shares subscribed.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any 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 that are material to investors.
GOING CONCERN
The independent registered public accounting firm auditors' report accompanying our August 31, 2024 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Management has a disclosure in the financial statements to this effect as well. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the nine-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during the nine-month period ended May 31, 2025.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OYOCAR GROUP INC. |
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Dated: July 16, 2025 | By: | /s/ Jonathan Rafael Perez Peralta |
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| Jonathan Rafael Perez Peralta, President and Chief Executive Officer and Chief Financial Officer |
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