PART I
ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
As used in this annual report, the terms "we", "us", "our", "the Company", mean OYOCAR GROUP INC. unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
Our company was incorporated in the State of Nevada on July 10, 2023. We specialize in the acquisition, refurbishment, and resale of used vehicles sourced primarily from the United States. Our business model caters to both domestic clients within the USA and international customers, particularly in the Dominican Republic. We provide a full spectrum of services that ensures a seamless process from the initial purchase to final delivery. This includes conducting thorough inspections of each vehicle, performing any necessary repairs or upgrades, and overseeing the logistics of shipping the cars to their final destination. Our team is experienced in handling the complexities of international shipping, including customs clearance and regulatory compliance, to ensure the vehicles are delivered efficiently and without delays. Our mission is to deliver high-quality, road-ready vehicles while offering comprehensive support throughout the entire transaction process.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Cybersecurity risk management is part of the Company’s overall risk management. Our cybersecurity risk management is designed to provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. We rely on the cybersecurity protections of many of our third party service providers. Our primary third party service providers, utilize two (2) factor authorization as well as login and password protections with email verifications.
Our Board has overall oversight responsibility for our risk management, including our cybersecurity risk management. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored. We have not experienced any cybersecurity incidents in fiscal year 2024.
Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
ITEM 2. PROPERTIES
We do not own any property.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
As of November 12, 2024, the 15,337,250 issued and outstanding shares of common stock were held by a total of 51 shareholders of record.
DIVIDENDS
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We currently do not have any equity compensation plans.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATION
As of August 31, 2024, we had an accumulated deficit of $24,588. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Year Ended August 31, 2024 compared to the period from Inception (July 10, 2023) to August 31, 2023
Revenue
During the year ended August 31, 2024, the Company had $46,959 in revenue, compared to $0 during the period from inception (July 10, 2023) to August 31, 2023. For the year ended August 31, 2024, the Company had in $39,939 in cost of goods sold and $7,020 in gross profit.
Operating Expenses
During the year ended August 31, 2024, we incurred total operating expenses of $30,620 compared to $988 during the period from inception (July 10, 2023) to August 31, 2023. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.
Net Loss
Our net loss for the year ended August 31, 2024 was $23,600 compared to $988 during the period from inception (July 10, 2023) to August 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES
As at August 31, 2024 our total assets were $90,850 compared to $4,000 in total assets at August 31, 2023. As at August 31, 2024, our total liabilities were $36,408 compared to $988 as of August 31, 2023.
Stockholders’ equity was $54,442 as of August 31, 2024 compared to $3,012 as of August 31, 2023.
Cash Flows from Operating Activities
For the year ended August 31, 2024, net cash from operating activities was $47,285, consisting of net loss of $23,600, amortization expenses of $602, increase in prepaid sales of $20,605, increase in accounts receivables of $2,259 increase in inventory of $15,851 and increase in prepaid expenses of $26,782.
For the period from inception (July 10, 2023) to August 31, 2023, net cash used in operating activities was $988, consisting entirely of net loss.
Cash Flows from Investing Activities
For the year ended August 31, 2024, net cash used in investing activities was $3,940.
For the period from inception (July 10, 2023) to August 31, 2023, net cash used in investing activities was $0.
Cash Flows from Financing Activities
Cash flows provided by financing activities during the year ended August 31, 2024 were $89,845, consisting of $14,815 loan from related party, $7,985 proceeds from shares subscribed and $67,045 proceeds from issuance of common stock.
Cash flows provided by financing activities during the period from inception (July 10, 2023) to August 31, 2023 were $4,988, consisting of $988 loan from related party and $4,000 proceeds from issuance of common stock.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
To the shareholders and the board of directors of
Oyocar Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Oyocar Group, Inc. (the "Company") as of August 31, 2024, and 2023, the related statements of operations, changes in shareholders' equity and cash flows, for the year then ended and the related notes (collectively referred to as the "financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024, and 2023, and the results of its operations and its cash flows for the year ended August 31, 2024, and 2023, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company has accumulated deficit of $24,588, the Company currently has limited revenue. The continuation of the Company as a going concern is dependent upon improving profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due.
These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. As of August 31, 2024, there are no critical audit matters to communicate.
/s/
BOLADALE LAWAL & CO.
(Chartered Accountants)
PCAOB ID (
We have served as the Company's auditor since May 2024.
November 11th, 2024.
The accompanying notes are an integral part of these audited financial statements.