PINEAPPLE EXPRESS CANNABIS Co 10-Q for FY2023 Q3
PINEAPPLE EXPRESS CANNABIS Co (PNXP)
About this 10-Q
PINEAPPLE EXPRESS CANNABIS Co filed this 10-Q on November 23, 2022, covering the quarter ended October 31, 2022 (FY2023 Q3).
Headline figures
Quarter ended October 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $735
- down 71.7% from $2600 a year earlier
- Net loss
- $3769
- compared with a net loss of $1027 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| |
7373 |
| State or Other Jurisdiction of | Primary Standard Industrial |
| Incorporation or Organization | Classification Code Number |
| IRS Employer | |
| Identification Number | |
President and Chief Executive Officer
Tel.
(Address and telephone number of principal executive offices)
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 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, 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 ( ) |
Smaller reporting company ( Emerging growth company (
|
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 7(a)(2)(B) of the Securities Act. (
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ( )
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of November 23, 2022.
MINARO CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Balance Sheets as of October 31, 2022 (Unaudited) and January 31, 2022 | 4 | |
| Interim Unaudited Statement of Operations for the three and nine months ended October 31, 2022 and 2021 | 5 | |
| Statement of Changes in Stockholders’ Equity for the three and nine months ended October 31, 2022 and 2021 | 6 | |
| Interim Unaudited Statement of Cash Flows for the nine months ended October 31, 2022 and 2021 | 7 | |
| Notes to the Interim Unaudited Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Controls and Procedures | 17 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 17 |
| Item 1A | Risk Factors | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 17 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| Signatures | ||
2
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Minaro Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
3
Minaro Corp.
BALANCE SHEET
As of October 31, 2022
|
October 31, 2022 (Unaudited) |
January 31, 2022 (Audited) | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | $ | ||
| Total Current Assets | ||||
| Fixed Assets | ||||
| Equipment, software, leasehold improvement, net | ||||
| Total Fixed Assets | ||||
| Total Assets | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Related party loan | $ | $ | ||
| Accounts Payable | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| Commitments and Contingencies | ||||
| Stockholders’ Equity | ||||
| Common stock, par value $; shares authorized, and shares issued and outstanding | ||||
| Additional paid in capital | ||||
| Retained earnings (accumulated deficit) | ( |
( | ||
| Total Stockholders’ Deficit | ( |
( | ||
| Total Liabilities and Stockholders’ Equity | $ | $ |
See accompanying notes, which are an integral part of these unaudited financial statements
4
Minaro Corp.
STATEMENTS OF OPERATIONS
Three and nine months ended October 31, 2022 and 2021
(Unaudited)
|
Three months ended October 31, 2022 |
Three months ended October 31, 2021 |
Nine months ended October 31, 2022 |
Nine months ended October 31, 2021 | |||||
| REVENUES | $ | $ | $ | $ | ||||
| Costs of Revenues | ||||||||
| Gross Profit | ||||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | ( |
( |
( |
( | ||||
| TOTAL OPERATING EXPENSES | ( |
( |
( |
( | ||||
| NET INCOME/LOSS FROM OPERATIONS | ( |
( |
( |
( | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET INCOME/LOSS | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| NET INCOME PER SHARE: BASIC AND DILUTED | $ | ( |
$ | $ | ( |
$ | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
See accompanying notes, which are an integral part of these unaudited financial statements
5
Minaro Corp.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
Three and nine months ended October 31, 2022 and 2021
(Unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||
| Shares | Amount | ||||
| Balance, January 31, 2021 | $ |
$ |
$ ( |
$ ( | |
| Issuance of common stock | |||||
|
Net loss for the nine months ended October 31, 2021 |
- | ( |
( | ||
| Balance, October 31, 2021 | 3,734,550 | $ 3,735 | $ 17,756 | $ (74,996) | $ (53,505) |
| Balance, January 31, 2022 | $ |
$ |
$ ( |
$ ( | |
|
Net loss for the nine months ended October 31, 2022 |
- | ( |
( | ||
| Balance, October 31, 2022 | 3,734,550 | $ 3,735 | $ 17,756 | $ (88,152) | $ (66,661) |
| Balance, July 31, 2021 | $ |
$ |
$ ( |
$ ( | |
|
Net loss for the three months ended October 31, 2021 |
- | ( |
( | ||
| Balance, October 31, 2021 | $ |
$ |
$ ( |
$ ( | |
| Balance, July 31, 2022 | $ |
$ |
$ ( |
$ ( | |
|
Net loss for the three months ended October 31, 2022 |
- | ( |
( | ||
| Balance, October 31, 2022 | $ |
$ |
$ ( |
$ ( | |
See accompanying notes, which are an integral part of these unaudited financial statements
6
Minaro Corp.
STATEMENTS OF CASH FLOWS
Nine months ended October 31, 2022 and 2021
(Unaudited)
|
Nine months ended October 31, 2022 |
Nine months ended October 31, 2021 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net Income | $ ( |
$ ( |
| Adjustments to reconcile net loss to net cash from operating activities: | ||
| Depreciation | ||
| Change in accounts payable | ( |
|
| Change in prepaid expenses | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | ( |
( |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Related party loan | ||
| Provision of Capital Stock | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| NET CHANGE IN CASH | ( |
( |
| Cash, beginning of period | ||
| Cash, end of period | $ |
$ |
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||
| Interest paid | $ | $ |
| Income taxes paid | $ | $ |
See accompanying notes, which are an integral part of these unaudited financial statements
7
Minaro Corp.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2022
(Unaudited)
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Minaro Corp. (“the Company”) was incorporated in the State of Nevada on March 14, 2017. The Company is located in Cyprus. Its business is production of 3D visualizations (3D exterior for commercial space and interior renderings, prototyping, 3D modeling). Minaro Corp. is going to provide our clients with the high-quality products, visualizing their thoughts and ideas. Our goal at the beginning of each new project is to reach the highest level of our client vision understanding in order to transform it into stunning 3D design visualization.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is January 31.
Use of Estimates
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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Equipment
Equipment is stated at cost, net of accumulated depreciation. The cost of equipment and software is depreciated using the straight-line method over one and five years and the cost of leasehold improvement is depreciated using the straight-line method over one year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the equipment's useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the nine months ended October 31, 2022 there were no potentially dilutive debt or equity instruments issued or outstanding.
8
Minaro Corp.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2022
(Unaudited)
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. ASC 606 adoption is on February 1, 2018. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the nine months ended October 31, 2022, the Company has generated $5,385 revenue. Minaro Corp. provides 3D visualizations to its clients according to the signed contracts. Revenue is recognized when the order is completed and approved by the customer.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Impact of COVID-19 on the Company
The global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company’s business in the future.
The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.
As a result of the impact of COVID-19 on capital markets, the availability, amount, and type of financing available to the Company in the near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors.
The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.
Note 4 – RELATED PARTY TRANSACTIONS
The Company’s sole director has loaned to the
Company $
9
Minaro Corp.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2022
(Unaudited)
Note 5 – INCOME TAXES
The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of October 31, 2022, the Company had net operating loss carry forwards of approximately $91,152 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.
The valuation allowance at October 31, 2022 was approximately $19,142. The net change in valuation allowance during the nine months ended October 31, 2022 was $2,259. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
The ultimate realization of deferred income 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 income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of October 31, 2022. All tax years since inception remain open for examination by taxing authorities.
The provision for Federal income tax consists of the following:
| As of October 31, 2022 | As of January 31, 2022 | ||
| Non-current deferred tax assets: | |||
| Net operating loss carry forward | $ | ( |
( |
| Valuation allowance | $ | ||
| Net deferred tax assets | $ |
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the nine months ended October 31, 2022 and 2021 as follows:
|
Nine months ended October 31, 2022 |
Nine months ended October 31, 2021 | ||
| Computed “expected” tax expense (benefit) |
$ |
( |
( |
| Change in valuation allowance | $ | ||
| Actual tax expense (benefit) | $ |
The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
Note 6 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to October 31, 2022, through November 23, 2022, and has determined that it does not have any material subsequent events to disclose in these financial statements, other than shares issuance.
10
ITEM 2. |
MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward looking statement notice
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.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
DESCRIPTION OF BUSINESS
Corporate History
The Company was incorporated as “Minaro Corp.” under the laws of the State of Nevada on March 14, 2017. Minaro has only one officer and director who is Yulia Lazaridou. We are engaged in business of 3D design and we intend to provide 3D rendering, animation and architectural visualization services to architects, builders, advertising agencies, interior designers and related. Minaro has developed their website to implement customers’ ideas and projects. You can reach it at https://minaro-corp.com.
On March 14, 2017, the Company issued 2,800,000 shares of restricted common stock to Yulia Lazaridou. The value of these shares is $2,800 based on the par value of $0.001 per share of common stock.
About 3D design with visualization
The term 3D visualization is used synonymously with 3D graphics, 3D rendering, computer generated imagery (CGI), and other terms. They all basically refer to the process by which graphical content is created using 3D software. It’s a technology that has become mainstream over the last few decades and has evolved into one of the most viable options for producing high- quality digital content. Three-dimensional rendering and 3D modeling is accomplished by taking two-dimensional forms and giving them volume. Created with specialized software, the computer-generated images are wide used in architecture.
Minaro Corp. produces 3D visualizations (3D exterior for commercial space and interior renderings, prototyping, 3D modeling). We are the startup in this area, but we believe we can reach the highest level- to enter the international level and become a part of 3D developers of a global scale. Minaro Corp. is going to provide our clients with the high quality products, visualizing their thoughts and ideas.
During the work process we would like keeping our clients up to date on our progress, so they can follow us and know in advance what the finished product will look like.
Minaro Corp. is fast, affordable and our main goal is to make each client being pleased with the result and willing to develop a long-term cooperation. Minaro Corp. operates in a highly collaborative manner with each client utilizing their knowledge and talents to achieve a total client satisfaction.
Our goal at the beginning of each new project is to reach the highest level of our client vision understanding to transform it into stunning 3D design visualization.
11
Operational Plan
Minaro is a start-up stage company incorporated in Nevada engaged in providing 3D design service for commercial spaces. Minaro is committed to the providing service in Cyprus. Rather than focus on providing 3D design service in one market, Minaro intends to pursue providing 3D design with visualization and organization of commercial space in the global marketplace through internal growth, industry leading development of high-quality service, marketing.
Minaro plans to become a rapidly growing specialty designer who will offer the service of 3D design for commercial spaces produced and designed by us. Our service will include, but will not strictly be limited to, produces 3D visualizations that include 3D exterior for commercial space and interior renderings, prototyping, 3D modeling and other 3D design related merchandise. We intend to expand and develop our business throughout Cyprus and internationally, into a well-recognized and respected company. Currently, we have active agreements with ASBILI and Twidel Co., to provision of service to the client for a period of one year.
Equipment and raw materials
In the work Minaro Corp. going to use the program such AutoCAD (commercial computer-aided design (CAD) and drafting software application), SketchUp (3D modeling computer program for a wide range of drawing applications such as architectural, interior design, landscape architecture, civil and mechanical engineering), Adobe Photoshop (raster graphics editor), Autodesk 3ds Max (professional 3D computer graphics program for making 3D animations, models) and Revit (building information modeling software for architects, structural engineers, MEP engineers, designers and contractors). These programs are important for our service, as they have excellent speed and accuracy, optimal set of functions, easy to use, good value for money, proven as reliable programs and can perform a variety of tasks.
Order Execution Process
Our order execution process in general can be described as below:
The most important stage is to be known about the:
1. Measurement (size of the room),
2. The tasks (what will be built, under whom, for how many people)
3. Concept development (future plan / planning decision)
4. Sketches (3D model in sketchpad for example)
5. Visualizations
6. Drawings (technical documentation)
The process of 3d architectural visualization begins with the collection of all the documents necessary for the project such as AutoCAD drawings and photographs of the project, videos, images, reference materials, target audience and expected objectives. Once the documents are collected they are being reviewed and analyzed to evolve the right action plan to assure the best output. The texture (for a more realistic look) and appropriate lighting (for the enhancement of the layout with landscape) are the last touches applied to the shorts prior to 3D rendering.
Prices
| Interior Design | |
| FULL PROJECT | AUTHOR SUPPORT |
|
40 $ per m2
Included:
concept development; preliminary design; 3D-visualization; working documentation (plans, specifications of equipment, furniture, finishes); 2 options for editing if necessary. |
10 $ per m2
Included:
control of the construction site once a week for 1 year; Assistance in procurement and selection of filling. |
12
| Architecture | |
| ARCHITECTURAL WORKING DOCUMENTATION | ARCHITECTURAL SKETCH PROJECT |
|
20 $ per m2
Included:
Scheme of the master plan based on the survey of the site (GP); Architectural solutions (AR): - installation plans - Facades - specification of door / window openings (outside) |
10 $ per m2
Included:
Architectural solutions up to 3 variants (АР); 3D visualization is sketchy; Technical and economic indicators |
Webpage and Marketing
We plan to market our services in Cyprus. Architectural visualization services we plan on providing are highly dependent on construction industry in Cyprus.
Initially, our services will be promoted by our President, Yulia Lazaridou. She will discuss our product with her friends and business associates. The marketing and advertising will be targeted to architects, builders, advertising agencies, interior designers and various sectors which have need of 3D visualization in Cyprus. We intend to develop and maintain a database of potential clients who may want to use Minaro’s services. We will follow up with these clients periodically and offer them free presentations and special discounts from time to time. Our methods of communication will include: phone calls and emails. We will ask our satisfied clients for referrals.
We will market and advertise our product on our web site (www.minaro-corp.com) by showing its advantages over visualization services offered by other companies. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials.
We plan to expand our services to USA market in the future only when or if we have the available resources and growth to warrant it. Currently this option is questionable.
We intend to continue our marketing efforts during the life of our operations. We intend to spend from $500 to $8,000 on marketing efforts during the first year. There is no guarantee that we will be able to attract or retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.
Office facilities
The Company leases a 32-square meter office space located at 39 Markou Mpotsari, Kaimakli, Nicosia, 1037, Cyprus. The lease contract was signed for a one-year term from September 1st, 2017 with the option of expansion for an additional term and terminated since September 1, 2021.
Customers
As of today, Minaro Corp. has customers: ASBILI, Twidel Co., Nikolas Rondeas, Nokoletta Samara, Thalis Zografiadis, Daphne Chontili, Eros Stathiades, Leonidas Kiriakou.
Competitors
There are many well-established 3D design companies that provide service in our area like K3d Architectural 3d & Graphic Art, SPOON Ltd., Changa Vision, Bizzy Bee Media etс. Most of our competitors have greater financial resources than we do and will be able to withstand sales or price decreases better than we can. We also expect to continue to face competition from new market service entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.
13
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research expenditures since our incorporation.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding entered into either voluntarily by the Company and involuntarily against the Company.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.
We do not believe that any existing or probable government regulation on our business, including any applicable export or import regulation or control imposed by Cyprus will have a material impact on the way we conduct our business.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
We have no employees as of the date of this report, other than our director and secretary. Our director, Yulia Lazaridou, currently devotes as much time as needed to provide management services to company matters. After receiving funding, Ms. Lazaridou plans to devote as much time to the operation of the Company as she determines is necessary for her to manage the affairs of the Company. As our business and operations increase, we will assess the need for full-time management and administrative support personnel.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. 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.
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 2022, our total assets were $10,539. Total assets were comprised of $415 in current assets and $10,124 in fixed assets.
As at October 31, 2022, our current liabilities were $80,200 and Stockholders’ deficit was $69,661.
CASH FLOWS FROM OPERATING ACTIVITIES
For the nine months ended October 31, 2022 net cash flows used in operating activities was negative $12,286.
14
For the nine months ended October 31, 2021 net cash flows used in operating activities was negative $28,909.
CASH FLOWS FROM INVESTING ACTIVITIES
For the nine months ended October 31, 2022 and 2021 we have generated no cash used in investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
For the nine months ended October 31, 2022 net cash flows used in financing activities was $7,432.
For the nine months ended October 31, 2021 net cash flows used in financing activities was $26,871.
MANAGEMENT’S DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.
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.
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 exceed $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 exceeds $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. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.
Under the JOBS Act, an “emerging growth company” can delay adopting new or revised accounting standards until such time as those standards apply to private companies, as set forth in Section 7(a)(2)(B) of the Securities Act. We chose not to take advantage of such extended transition period for complying with any new or revised accounting standards and acknowledge that this election is irrevocable.
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Our cash balance is $415 as of October 31, 2022. We have been utilizing and may utilize funds from Yulia Lazaridou, 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 October 31, 2022, Ms. Lazaridou advanced us $79,947. The next year Ms. Lazaridou does not intend to request to be repaid before the Company will fully implement the plan of operations and begin to increase the revenues to the level of sufficient income to manage the business in full.
We are a newly organized company. Long term financing beyond the maximum aggregate amount of the offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring service personnel and entering into agreements with new clients. We have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on the exact amount of funding needed for our long-term financing.
The material terms of our sales contracts with customers contain performing production and postproduction services for the Customers’ design in accordance to Customer’s needs. The period term of such contracts is one year. Customers agreed that the price for the service provided by Minaro Corp. to the Customer should be specified in the invoice provided by Minaro Corp. to the Customer.
Our independent registered public accountant has issued a going concern opinion. This means that there is a 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.
To meet our needs for cash we are attempting to raise money from the offering and from selling our 3D design visualization service. We believe that we will be able to raise enough money through the offering or through selling our service 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 the offering and will need to find alternative sources. Now, we have not made any arrangements to raise additional cash, other than through the offering. We are signed the agreement with our first customer. We are in negotiations with one of our potential customers and we believe that we might get a production order from this customer soon.
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.
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 to date. 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 capital resources and possible cost overruns due to price and cost increases in services and products.
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 shareholders.
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 shareholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
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ITEM 4. 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 October 31, 2022. 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.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
| ITEM 1A. | RISK FACTORS |
None
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
| ITEM 3. | DEFAULTS UPON SENIOR SECURITES |
None
| ITEM 4. | SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS |
None
| ITEM 5. | OTHER INFORMATION |
None
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| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Cyprus on November 23, 2022.
| Minaro Corp. | |||
| By: | /s/ | Yulia Lazaridou | |
| Name: | Yulia Lazaridou | ||
| Title: | President | ||
| (Principal Executive, Financial and Accounting Officer) | |||
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Exhibit 31.1
Certification
I, Yulia Lazaridou, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Minaro Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer 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 we have:
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability o
f financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal 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 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 | |||||
| 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. | |||||
November 23, 2022
| Minaro Corp. | |||
| By: | /s/ | Yulia Lazaridou | |
| Name: | Yulia Lazaridou | ||
| Title: | President | ||
| Principal Executive, Financial and Accounting Officer | |||
Exhibit 32.1
CERTIFICATION
In connection with the Quarterly Report of Minaro Corp. (the “Company”) on Form 10-Q for the quarter ended October 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Yulia Lazaridou, Principal Executive, Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
November 23, 2022
| Minaro Corp. | |||
| By: | /s/ | Yulia Lazaridou | |
| Name: | Yulia Lazaridou | ||
| Title: | President | ||
| Principal Executive, Financial and Accounting Officer | |||