PINEAPPLE EXPRESS CANNABIS Co 10-K for FY2022
PINEAPPLE EXPRESS CANNABIS Co (PNXP)
About this 10-K
PINEAPPLE EXPRESS CANNABIS Co filed this 10-K on April 21, 2022, covering the fiscal year ended January 31, 2022 (FY2022).
Headline figures
Fiscal year ended January 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7750
- down 74.4% from $30.25K a year earlier
- Net loss
- $46.08K
- compared with a net loss of $19.51K a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year 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 | |
Yulia Lazaridou,
President and Chief Executive Officer
Tel.
(Address and telephone number of principal executive offices)
|
None |
| Securities registered under Section 12(b) of the Exchange Act |
| None |
| Securities registered under Section 12(g) of the Exchange Act |
Indicate by check mark if 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 Exchange 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 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 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 (
)
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”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer ( )
|
Accelerated filer ( ) |
|
Emerging growth company ( |
Smaller reporting 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 aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price
of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $
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 April 15, 2022.
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TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Description of Business. | 4 |
| Item 1A. | Risk Factors. | 7 |
| Item 1B. | Unresolved Staff Comments. | 7 |
| Item 2 | Properties. | 7 |
| Item 3. | Legal proceedings. | 7 |
| Item 4. | Mine Safety Disclosures. | 7 |
| PART II | ||
| Item 5. | Market for Common Equity and Related Stockholder Matters. | 8 |
| Item 6. | Selected Financial Data. | 9 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 9 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 10 |
| Item 8. | Financial Statements and Supplementary Data. | 10 |
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 20 |
| Item 9A (T). | Controls and Procedures | 20 |
| Item 9B. | Other Information. | 21 |
| PART III | ||
| Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. | 21 |
| Item 11. | Executive Compensation. | 23 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 23 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 24 |
| Item 14. | Principal Accounting Fees and Services. | 24 |
| PART IV | ||
| Item 15. | Exhibits | 24 |
| Signatures | ||
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PART I
Item 1. Description of Business
Forward-looking statements
Statements made in this Form 10-K 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 report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
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.
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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.
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. |
5
| 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.
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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.
Item 1A. Risk Factors4
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. 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 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of January 31, 2022, no shares of our common stock have traded.
Number of Holders
As of January 31, 2022, the 3,734,550 issued and outstanding shares of common stock were held by a total of 32 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended January 31, 2022 and 2021.
Recent Sales of Unregistered Securities
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On July 27, 2017, the Company issued 2,800,000 shares of common stock to a director for cash proceeds of $2,800 at $0.001 per share.
In January 2019, the Company issued 30,000 shares of common stock for cash proceeds of $600 at $0.02 per share.
In December 2019, the Company issued 95,000 shares of common stock for cash proceeds of $1,865 at $0.02 per share.
In January 2020, the Company issued 25,000 shares of common stock for cash proceeds of $500 at $0.02 per share.
In November 2020, the Company issued 330,000 shares of common stock for cash proceeds of $6,600 at $0.02 per share.
In December 2020, the Company issued 300,000 shares of common stock for cash proceeds of $6,000 at $0.02 per share.
In February 2021, the Company issued 154,550 shares of common stock for cash proceeds of $3,091 at $0.02 per share.
There were 3,734,550 shares of common stock issued and outstanding as of January 31, 2022.
Purchase of our Equity Securities by Officers and Directors
On July 27, 2017, the Company offered and sold 2,800,000 restricted shares of common stock to our president and director, Yulia Lazaridou, for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,800, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.
Other Stockholder Matters
None.
8
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management's Discussion and Analysis of Financial Condition and Results 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. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for the year ended January 31, 2022 and 2021:
Revenue and cost of goods sold
For the years ended January 31, 2022 and 2021 the Company generated total revenue of $7,750 and $30,250 from selling products to the customer. Cost of goods sold for the years ended January 31, 2022 and 2021 was $0 and $5,610.
Operating expenses
Total operating expenses for the years ended January 31, 2022 and 2021 were $53,834 and $44,147. The operating expenses for the year ended January 31, 2022 included advertising expense of $826; bank charges of $511; depreciation expense of $13,140; legal fees of $3,000; audit fees of $23,000; professional fees of $11,487; rent expense of $1,869. The operating expenses for the year ended January 31, 2021 included advertising expense of $3,757; bank charges of $1,692; website expense of $5,980; depreciation expense of $15,165; legal fees of $200; audit fees of $13,800; professional fees of $349; rent expense of $3,204.
Net Loss
The net loss for the years ended January 31, 2022 and 2021 was $46,083 and $19,507 accordingly.
Liquidity and Capital Resources and Cash Requirements
As of the year ended January 31, 2022, the Company had cash of $5,269 ($3,546 as of January 31, 2021). Furthermore, the Company had an accumulated deficit of $80,396 ($34,313 as of January 31, 2021).
During the year ended January 31, 2022, the Company used $25,648 of cash in operating activities due to its net loss and decrease in prepaid expenses of $2,696, increase in accounts payable of $4,500 and depreciation of $13,140.
During the year ended January 31, 2022 the Company has generated no cash in investing activities.
During the year ended January 31, 2022, the Company generated $27,371 of cash in financing activities.
During the year ended January 31, 2021, the Company used $1,416 of cash in operating activities due to its net loss and decrease in prepaid expenses of $13,288, decrease in customer deposits of $7,530 and depreciation of $15,165.
During the year ended January 31, 2021 the Company used $30,251 of cash in investing activities.
During the year ended January 31, 2021, the Company generated $31,870 of cash in financing activities.
We cannot guarantee that we will manage to sell all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.
As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Company’s sole officer and director, Yulia Lazaridou, has concluded a verbal agreement with the Minaro Corp. in order to fund completion of the registration process and to maintain the reporting status with SEC.
9
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash at this time are investments by others in this offering, selling our paper dung products and loans from our director. We must raise cash to implement our plan and stay in business.
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
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 a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
10
Minaro Corp.
FINANCIAL STATEMENTS
Year ended January 31, 2022 and January 31, 2021
Table of Contents
| Page | ||
| Report of Independent Registered Public Accounting Firm (ID: |
12 | |
| Balance Sheets as of January 31, 2022 and January 31, 2021 | 13 | |
| Statements of Operations for the year ended January 31, 2022 and January 31, 2021 | 14 | |
| Statement of Changes in Stockholders’ Equity as of January 31, 2022 | 15 | |
| Statements of Cash Flows for the year ended January 31, 2022 and January 31, 2021 | 16 | |
| Notes to Financial Statements | 17 |
11
 |
M.S. Madhava Rao 316, 1st Cross, Gururaja Layout, 7th Block, 4th Phase, BSK 3rd Stage, Bangalore 560085 Tel No: 91-8861838006 email : mankalr@yahoo.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Shareholders
Minaro Corp.,
President and Chief Executive Officers
Kleonos 8A
Lakatamela, Cyprus 2333
Opinion on the financial statements
We audited the accompanying balance sheets of Minaro Corp. (“the Company”) as of January 31, 2022 and the related statements of operations, stockholders’ equity, and cash flows for year then ended and the related notes (collectively referred to as “financial statements”). The financial statements of the Company for the year ended January 31, 2021 were audited by other auditors, whose report, dated June 8, 2021 expressed an unqualified opinion on those financial statements. Our opinion, in so far as it relates to the year end January 31, 2021, is based solely on the report of other auditors. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2022, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis of 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 we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits. we are required to obtain an understanding of internal control over financial reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our 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.
Going Concern
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $80,396 for the year ended January 31, 2022. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Audit Matters
Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The 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 below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.
Related party transactions.
As discussed in Note 4 to the financial statement, the Company has borrowed from related parties an amount $72,515 as of the date of January 31, 2022. The procedure performed to address the matter included: obtaining confirmation from related party.
We have served as the Company’s auditor since 2021.
April 15, 2022
12
Minaro Corp.
BALANCE SHEET
As of January 31, 2022
(Audited)
| January 31, 2022 | January 31, 2021 | ||
| ASSETS | |||
| Current Assets | |||
| Cash and cash equivalents | $ | ||
| Prepaid expenses | |||
| 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 | |||
| Investments | |||
| 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 financial statements
13
Minaro Corp.
STATEMENTS OF OPERATIONS
Years ended January 31, 2022 and January 31, 2021
(Audited)
|
Year ended January 31, 2022 |
Year ended January 31, 2021 | |||
| REVENUES | $ | |||
| Cost of Goods Sold | ||||
| Gross Profit | ||||
| OPERATING EXPENSES | ||||
| General and Administrative Expenses | ( |
( | ||
| TOTAL OPERATING EXPENSES | ( |
( | ||
| NET LOSS FROM OPERATIONS | ( |
( | ||
| PROVISION FOR INCOME TAXES | ||||
| NET 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 financial statements
14
Minaro Corp.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
As of January 31, 2022
| Common Stock |
Additional Paid-in Capital |
Accumulated Deficit | Total Stockholders’ Deficit | ||
| Shares | Amount | ||||
| Balance, January 31, 2020 | $ |
$ |
$ ( |
$ ( | |
| Issuance of common stock | |||||
|
Net loss for the year ended January 31, 2021 |
- | ( |
( | ||
| Balance, January 31, 2021 | $ |
$ |
$ ( |
$ ( | |
| Issuance of common stock | |||||
|
Net loss for the year ended January 31, 2022 |
- | ( |
( | ||
| Balance, January 31, 2022 | $ |
$ |
$ ( |
$ ( | |
See accompanying notes, which are an integral part of these financial statements
15
Minaro Corp.
STATEMENTS OF CASH FLOWS
Years ended January 31, 2022 and January 31, 2021
(Audited)
|
Year ended January 31, 2022 |
Year ended January 31, 2021 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net Income | $ ( |
$ ( |
| Adjustments to reconcile net loss to net cash from operating activities: | ||
| Depreciation | ||
| Change in prepaid expenses | ||
| Change in accounts payable | ||
| Increase in customer deposits | ( | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ( |
|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of fixed assets | ( | |
| CASH FLOWS USED IN INVESTING ACTIVITIES | ( | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Related party loan | ||
| 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 financial statements
16
Minaro Corp.
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2022
(Audited)
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 year ended January 31, 2022 there were no potentially dilutive debt or equity instruments issued or outstanding.
17
Minaro Corp.
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2022
(Audited)
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 year ended January 31, 2022, the Company has generated $7,750 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 $
Note 5 – COMMITMENTS AND CONTINGENCIES
The Company has terminated signed rental agreement
for a $
18
Minaro Corp.
NOTES TO THE FINANCIAL STATEMENTS
January 31, 2022
(Audited)
From time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the financial statements with respect to any matters.
Note 6 – 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 January 31, 2022, the Company had net operating loss carry forwards of approximately $80,396 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 January 31, 2022 was approximately $16,883. The net change in valuation allowance during the year ended January 31, 2022 was $9,678. 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 January 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 January 31, 2022 |
As of January 31, 2021 | ||
| 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 year ended January 31, 2022 as follows:
|
For the year ended January 31, 2022 |
For the year ended January 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 7 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to January 31, 2022, through April 15, 2022, and has determined that it does not have any material subsequent events to disclose in these financial statements, other than shares issuance.
19
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A(T) Controls and Procedures
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2022 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of January 31, 2022, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
| 2. | We did not maintain appropriate cash controls – As of January 31, 2022, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. |
| 3. | We did not implement appropriate information technology controls – As at January 31, 2022, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
20
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of January 31, 2022 based on criteria established in Internal Control- Integrated Framework issued by COSO.
System of Internal Control over Financial Reporting
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 January 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 Control 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.
Item 9B. Other Information.
None.
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 |
|
Yulia Lazaridou, Kleonos 8A, Lakatameia, Cyprus, 2333 |
44 |
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
Yulia Lazaridou has acted as our President, Treasurer, Secretary and Director since our incorporation on March 14, 2017. There was not any arrangement or understanding between Yulia Lazaridou and any other person(s) pursuant to which she was selected as a director of the company. For the past five years Yulia Lazaridou had worked as an interior designer in Gravity White Designs, Inc., Cyprus for an interior design service company and got the needed skills for the current business of Minaro Corp. She oversaw the 3D visualization service projects and post service and was in direct connection with clients, where she learned how to build the productive relationship with customers. We believe that these skills will help our sole officer and director run the Company’s business. Ms. Lazaridou’s only occupation at the moment is managing the business processes of Minaro Corp. There was not any arrangement or understanding between Yulia Lazaridou and any other person(s) pursuant to which she was selected as an officer of the company.
Yulia Lazaridou owns 78.2% of the outstanding shares of our common stock. As such, it was unilaterally decided that Yulia Lazaridou was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Yulia Lazaridou, our president and director will be devoting all her time needed for planning and organizing activities for Minaro Corp.
21
During the past ten years, Yulia Lazaridou has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Yulia Lazaridou was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Lazaridou involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with
any business entity; or
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a) (26) of the Exchange Act (15 U.S.C. 78c(a) (26))), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act (7 U.S.C. 1(a) (29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
TERM OF OFFICE
Our director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues.
DIRECTOR INDEPENDENCE
Ms. Lazaridou does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to Yulia Lazaridou that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us regarding our director's business and personal activities and relationships as they may relate to us and our management.
22
Item 11. Executive Compensation
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer as of January 31, 2022 and 2021:
Summary Compensation Table
|
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation ($) |
All Other Compensation ($) |
Total ($) | |||||||||||||||||||
| Yulia Lazaridou, President and Treasurer | January 31, 2022 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||
| January 31, 2021 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||
There are no current employment agreements between the company and its officer.
Yulia Lazaridou currently devotes all her time needed for planning and organizing activities to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There is no annuity, pension or retirement benefit proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
Director Compensation
The following table sets forth director compensation as of January 31, 2022 and 2021:
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
|
Total ($) | |||||||||||||||||
| Yulia Lazaridou | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information concerning the number of shares of our common stock, owned beneficially as of January 31, 2022 by: (i) each person (including any group), known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
| Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percentage | |||||
| Common Stock | Yulia Lazaridou | 2,800,000 shares of common stock (direct) | 74.97% | |||||
23
(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
Item 13. Certain Relationships and Related Transactions
Yulia Lazaridou is our officer, director, control person and promoter and she shall receive no compensation for the placement of the offering. There is not any promoter(s) of the company other than Ms. Lazaridou.
On July 27, 2017, we issued a total of 2,800,000 shares of restricted common stock to Yulia Lazaridou in consideration of $2,800. Further, Yulia Lazaridou has advanced funds to us. As of January 31, 2022, Yulia Lazaridou advanced us $72,015. Ms. Lazaridou will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Lazaridou. Yulia Lazaridou will be repaid from revenues of operations if and when we generate significant revenues to pay the obligation. There is no assurance that we will ever generate significant revenues from our operations. The obligation to Ms. Lazaridou does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Lazaridou or the repayment of the funds to Ms. Lazaridou. We have a verbal agreement with our sole officer and director that, if necessary, she will loan the company funds to complete the registration process.
Item 14. Principal Accountant Fees and Services
During fiscal year ended January 31, 2022, we incurred approximately $23,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of our January 31, 2021 financial statements and for the reviews of our financial statements for the quarters ended April 30, 2021, July 31, 2021 and October 31, 2021.
PART IV
Item 15. 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 April 21, 2022.
| Minaro Corp. | ||
| By: | /s/ | Yulia Lazaridou |
| Name: | Yulia Lazaridou | |
| Title: | President | |
| (Principal Executive, Financial and Accounting Officer) | ||
24
Exhibit 31.1
Certification
I, Yulia Lazaridou, certify that:
1. I have reviewed thisAnnual Report on Form 10-K 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. | |||||
April 21, 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 theAnnual Report of Minaro Corp. (the “Company”) on Form 10-K the fiscal year ended January 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. |
April 21, 2022
| Minaro Corp. | |||
| By: | /s/ | Yulia Lazaridou | |
| Name: | Yulia Lazaridou | ||
| Title: | President | ||
| Principal Executive, Financial and Accounting Officer | |||