Oyocar Group Inc 10-K for FY2024
Oyocar Group Inc. (OYCG)
About this 10-K
Oyocar Group Inc filed this 10-K on November 13, 2024, covering the fiscal year ended August 31, 2024 (FY2024).
Headline figures
Fiscal year ended August 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $46.96K
- compared with $0 a year earlier
- Net loss
- $23.6K
- compared with a net loss of $988 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549he
FORM
ACT OF 1934
For the fiscal year 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.
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
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
As of November 12, 2024, the registrant had
TABLE OF CONTENTS
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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.
As used in this annual report, the terms "we", "us", "our", "the Company", mean OYOCAR GROUP INC. unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
DESCRIPTION OF BUSINESS
Our company was incorporated in the State of Nevada on July 10, 2023. We specialize in the acquisition, refurbishment, and resale of used vehicles sourced primarily from the United States. Our business model caters to both domestic clients within the USA and international customers, particularly in the Dominican Republic. We provide a full spectrum of services that ensures a seamless process from the initial purchase to final delivery. This includes conducting thorough inspections of each vehicle, performing any necessary repairs or upgrades, and overseeing the logistics of shipping the cars to their final destination. Our team is experienced in handling the complexities of international shipping, including customs clearance and regulatory compliance, to ensure the vehicles are delivered efficiently and without delays. Our mission is to deliver high-quality, road-ready vehicles while offering comprehensive support throughout the entire transaction process.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Cybersecurity risk management is part of the Company’s overall risk management. Our cybersecurity risk management is designed to provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. We rely on the cybersecurity protections of many of our third party service providers. Our primary third party service providers, utilize two (2) factor authorization as well as login and password protections with email verifications.
Our Board has overall oversight responsibility for our risk management, including our cybersecurity risk management. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored. We have not experienced any cybersecurity incidents in fiscal year 2024.
Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
ITEM 2. PROPERTIES
We do not own any property.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
As of November 12, 2024, the 15,337,250 issued and outstanding shares of common stock were held by a total of 51 shareholders of record.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATION
As of August 31, 2024, we had an accumulated deficit of $24,588. Our financial statements have been prepared assuming that we will continue as a going concern. 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.
Year Ended August 31, 2024 compared to the period from Inception (July 10, 2023) to August 31, 2023
Revenue
During the year ended August 31, 2024, the Company had $46,959 in revenue, compared to $0 during the period from inception (July 10, 2023) to August 31, 2023. For the year ended August 31, 2024, the Company had in $39,939 in cost of goods sold and $7,020 in gross profit.
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Operating Expenses
During the year ended August 31, 2024, we incurred total operating expenses of $30,620 compared to $988 during the period from inception (July 10, 2023) to August 31, 2023. 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 year ended August 31, 2024 was $23,600 compared to $988 during the period from inception (July 10, 2023) to August 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES
As at August 31, 2024 our total assets were $90,850 compared to $4,000 in total assets at August 31, 2023. As at August 31, 2024, our total liabilities were $36,408 compared to $988 as of August 31, 2023.
Stockholders’ equity was $54,442 as of August 31, 2024 compared to $3,012 as of August 31, 2023.
Cash Flows from Operating Activities
For the year ended August 31, 2024, net cash from operating activities was $47,285, consisting of net loss of $23,600, amortization expenses of $602, increase in prepaid sales of $20,605, increase in accounts receivables of $2,259 increase in inventory of $15,851 and increase in prepaid expenses of $26,782.
For the period from inception (July 10, 2023) to August 31, 2023, net cash used in operating activities was $988, consisting entirely of net loss.
Cash Flows from Investing Activities
For the year ended August 31, 2024, net cash used in investing activities was $3,940.
For the period from inception (July 10, 2023) to August 31, 2023, net cash used in investing activities was $0.
Cash Flows from Financing Activities
Cash flows provided by financing activities during the year ended August 31, 2024 were $89,845, consisting of $14,815 loan from related party, $7,985 proceeds from shares subscribed and $67,045 proceeds from issuance of common stock.
Cash flows provided by financing activities during the period from inception (July 10, 2023) to August 31, 2023 were $4,988, consisting of $988 loan from related party and $4,000 proceeds from issuance of common stock.
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 six 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) developmental expenses associated with a start-up business and (ii) 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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MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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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 sheets of Oyocar Group, Inc. (the "Company") as of August 31, 2024, and 2023, the related statements of operations, changes in shareholders' equity and cash flows, for the year then ended 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, 2024, and 2023, and the results of its operations and its cash flows for the year ended August 31, 2024, and 2023, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company has accumulated deficit of $24,588, the Company currently has limited revenue. The continuation of the Company as a going concern is dependent upon improving profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.
These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the 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 audits. 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 audits 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. Our audits 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 audits 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 audits provide a reasonable basis for our opinion. 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.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. As of August 31, 2024, there are no critical audit matters to communicate.
/s/
BOLADALE LAWAL & CO.
(Chartered Accountants)
PCAOB ID (
We have served as the Company's auditor since May 2024.
November 11th, 2024.
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OYOCAR GROUP INC. BALANCE SHEETS
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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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Inventory |
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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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Total non-current assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
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Advances from related party |
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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 audited financial statements.
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OYOCAR GROUP INC. STATEMENTS OF OPERATIONS | ||||||||
Year ended August 31, 2024 |
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Revenue | $ | $ | ||||||
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Gross profit | ||||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | ||||||||
Total operating expenses | ||||||||
Loss before provision for income taxes | ( | ) | ( | ) | ||||
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Net loss | $ | ( | ) | $ | ( | ) | ||
Loss per common share: | ||||||||
Basic and diluted | $ | ( | ) | $ | ( | ) | ||
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The accompanying notes are an integral part of these audited financial statements.
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OYOCAR GROUP INC. STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY FOR THE PERIOD FROM INCEPTION (JULY 10, 2023) to AUGUST 31, 2024 | ||||||||||||||||||||||||
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Balance at July 10, 2023 (Inception) |
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Balances as of August 31, 2023 |
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Shares issued at $0.02 |
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Net loss for the year ended |
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Balances as of August 31, 2024 |
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The accompanying notes are an integral part of these audited financial statements.
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OYOCAR GROUP INC. STATEMENT OF CASH FLOWS | ||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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The accompanying notes are an integral part of these audited financial statements.
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OYOCAR GROUP INC. NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED AUGUST 31, 2024 |
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, 2024 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, 2024 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 August 31, 2024, 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 August 31, 2024.
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. |
Inventory Accounting Policies
Valuation of Inventory Costs: We value our inventory using the First-In, First-Out (FIFO) method. Under this method, the cost of inventory reflects the cost of the oldest items first, aligning with our operational practices. Inventory costs include the purchase price, import duties, transport costs, and handling fees necessary to bring the inventory to its current location and condition.
Recognition of Inventory: Inventory is recognized on our balance sheet at the lower of cost or net realizable value. We regularly assess inventory for impairment, ensuring that obsolete or slow-moving items are written down appropriately. When inventory is sold, the corresponding cost is recognized as cost of goods sold in the period the revenue is recognized.
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.
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NOTE 3 – CAPTIAL STOCK
The Company has
For the year ended August 31, 2024, the Company issued
As of August 31, 2024, the Company had
NOTE 4 – FIXED ASSETS, NET
Fixed assets at August 31, 2024, are summarized as follows:
|
| Estimated Useful Life (In years) |
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| August 31, 2024 |
| ||
Website |
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| ||
Computer |
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| |
Less: Accumulated depreciation |
|
|
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| ( | ) |
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| $ |
| |
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, 2024, the Company’s sole officer and director loaned the Company $
NOTE 6 – INCOME TAXES
The reconciliation of the provision for income taxes at the U.S. statutory rate of
|
| 2024 |
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| 2023 |
| ||
Tax benefit at U.S. statutory rate |
| $ | ( | ) |
| $ | ( | ) |
Change in valuation allowance |
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|
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| ||
|
| $ |
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| $ |
| ||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at August 31, 2024 and 2023 are as follows:
Deferred tax assets: |
| 2024 |
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| 2023 |
| ||
Net operating loss |
| $ |
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| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
| $ |
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| $ |
| ||
The Company has $
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from August 31, 2024 to November 12, 2024 and has determined that there are no items to disclose.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (COSO). Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the year August 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
| 8 | Page |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
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 |
|
|
|
|
|
Jonathan Rafael Perez Peralta Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000 |
| 36 |
| President, Treasurer and Director (Principal Executive, Financial and Accounting Officer)
|
Julissa De Jesus |
| 22 |
| Secretary |
| 9 | Page |
| Table of Contents |
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 52.06% 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 11 years Mr. Perez, has been managing his own car rental business, Ogando Rent Car in Sosua, Dominican Republic.
AUDIT COMMITTEE
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
SIGNIFICANT EMPLOYEES
Other than our director, we do not expect any other individuals to make a significant contribution to our business.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended August 31, 2024 and 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 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
September 1, 2023 to August 31, 2024 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
Julissa De Jesus Secretary | July 10, 2023 to August 31, 2023 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
September, 2023 to August 31, 2024 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
There are no current employment agreements between the company and its officer.
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.
CHANGE OF CONTROL
As of August 31, 2024, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of Form 10-K, the total number of shares owned beneficially by our director, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we can't guarantee. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
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 |
| 7,985,000 shares of common stock (direct) |
|
| 52.06 | % |
Common Stock |
| Julissa De Jesus Colinas Marinas, Marbellas, Villa 10, Sosua, Dominican Republic 57000 |
| 4,000,000 shares of common stock (direct) |
|
| 26.08 | % |
The percentages below are based on 15,337,250 shares of our common stock issued and outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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, 2024, Mr. Perez has advanced to us $15,803.
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
During fiscal year ended August 31, 2024, we incurred approximately $24,700 in fees for professional services rendered in connection with the audit of our financial statements for the fiscal year ended August 31, 2023 and for the reviews of our financial statements for the quarters ended November 30, 2023, February 29, 2024 and May 31, 2024.
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| Table of Contents |
ITEM 15. EXHIBITS
The following exhibits are filed as part of this Annual Report.
| ||
| ||
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. . |
|
Dated: November 12, 2024 |
By: /s/ Jonathan Rafael Perez Peralta |
|
| Jonathan Rafael Perez Peralta, President and Chief Executive Officer and Chief Financial Officer |
|
13 | Page |
EXHIBIT 31.1
CERTIFICATION
I, Jonathan Rafael Perez Peralta, President and Chief Executive Officer and Chief Financial Officer of Oyocar Group Inc., certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Oyocar Group Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
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| d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and |
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| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 12, 2024
| /s/ Jonathan Rafael Perez Peralta |
|
| Jonathan Rafael Perez Peralta |
|
| President, Chief Executive Officer and Chief Financial Officer | |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Oyocar Group Inc. (the "Company") on Form 10-K for the period ended August 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
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| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 12, 2024
| /s/ Jonathan Rafael Perez Peralta |
|
| Jonathan Rafael Perez Peralta President, Chief Executive Officer and Chief Financial Officer |
|