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.
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.
On October 2, 2017, we consummated an agreement with Hewlett Packard Co., Ltd, for the purchase of equipment to be used in our 3D rendering. It says that Hewlett Packard Co., Ltd. is our supplier from which we should receive the following Goods: Laptop, UHD Monitor, Capture Pen and Touch Tablet, AutoCAD, Adobe Photoshop and other equipment and software to start our business. The Hewlett Packard Co., Ltd. should sell, transfer and deliver the Goods to Minaro Corp. The sum should be in USD currency. We have to make payment by wire transfer for the Goods at the terms specified in the invoice but not less than 50% of the invoice amount to Hewlett Packard Co., Ltd. The Goods should be deemed received by Minaro Corp. (with registration Kleonos 8A, Lakatameia, 2333, Cyprus) when delivered to our Company current rented office space at 39 Markou Mpotsari, Kaimakli, 1037 Nicosia, Cyprus.
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.
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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.
Our current plan is to provide 3D design service in the minimum quantity ordered per our existing agreement with ASBILI.
Equipment and raw materials
The Company has in use a Laptop Intel Core i7. 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). This 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.
Specifications of our MSI - 18.4" Laptop - Intel Core i7:
| Model |
|
| Brand | MSI |
| Series | GT Series |
| Model | GT83VR TITAN SLI-024 |
| Brief info |
|
| Color | Aluminum Black |
| Operating System | Windows 10 Home 64-Bit |
| CPU | Intel Core i7-6920HQ 2.9 GHz |
| Screen | 18.4" |
| Memory | 64 GB DDR4 |
| Storage | 1 TB HDD + 1 TB SSD |
| Optical Drive | BD Burner |
| Graphics Card | Dual GeForce GTX 1080 SLI |
| Video Memory | 16 GB GDDR5X (8 GB each) |
| Communication | Gigabit LAN and WLAN |
| Deminsions (WxDxH) | 16.85" x 12.36" x 1.66"-2.52" |
| Weight | 13.13 lbs. |
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)
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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. |
| 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 (); 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.
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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 one-year term.
Customers
As of today Minaro Corp. has two customers, ASBILI and Twidel Co.
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 et. 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.
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. Our sole officer and 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 Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 2. Description of Property
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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.
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, 2019, no shares of our common stock have traded.
Number of Holders
As of January 31, 2019, the 2,830,000 issued and outstanding shares of common stock were held by a total of 2 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended January 31, 2019 and 2018.
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.
There were 2,830,000 shares of common stock issued and outstanding as of January 31, 2019.
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.
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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, 2019 and from March 14, 2017 (inception) through January 31, 2018:
Revenue
For the year ended January 31, 2019 and from March 14, 2017 (inception) through January 31, 2018 the Company generated total revenue of $13,750 and $0 from selling products to the customer.
Operating expenses
Total operating expenses for the year ended January 31, 2019 and from March 14, 2017 (inception) through January 31, 2018 were $17,770 and $8,459. The operating expenses for the year ended January 31, 2019 included bank charges of $644; website expense of $20$; depreciation expense of $4,635; legal fees of $1,000; audit fees of $8,200; professional fees of $149; rent expense of $2,700; utilities of $75; repairs and maintenance of $347.
Net Loss
The net loss for the year ended January 31, 2019 and March 14, 2017 (inception) through January 31, 2018 was $4,020 and $8,459 accordingly.
Liquidity and Capital Resources and Cash Requirements
At year ended January 31, 2019, the Company had cash of $696 ($626 as of January 31, 2018). Furthermore, the Company had a working capital deficit of $9,079 ($9,374 as of January 31, 2018). The increase in working capital is attributed to sale of stock.
During the year ended January 31, 2019, the Company used $610 of cash in operating activities due to its net loss and decrease in prepaid expenses of $450, decrease in deferred revenue of $2,800; increase in accounts payable of $1,125 and depreciation of $4,635.
During the year ended January 31, 2019 the Company used $920 of cash in investing activities.
During the year ended January 31, 2019, the Company generated $1,600 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.
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.
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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
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Minaro Corp.
FINANCIAL STATEMENTS
Year ended January 31, 2019 and January 31, 2018
Table of Contents
|
|
| Page |
| Report of Independent Registered Public Accounting Firm |
| 14 |
| Balance Sheets as of January 31, 2019 and January 31, 2018 |
| 15 |
| Statements of Operations for the year ended January 31, 2019 and from March 14, 2017 (inception) through January 31, 2018 |
| 16 |
| Statement of Changes in Stockholders’ Equity as of January 31, 2019 |
| 17 |
| Statements of Cash Flows for the year ended January 31, 2019 and from March 14, 2017 (inception) through January 31, 2018 |
| 18 |
| Notes to Financial Statements |
| 19 |
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