UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

  

Form 10-K

  

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2017

  

[   ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

  

Commission file number 333-213314

  

  

  

  

  

DUONAS CORP. 

(Exact name of registrant as specified in its charter)

  

 

 

 

 

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

3270

(Primary Standard Industrial Classification Code Number)

35-2518128

I.R.S. Employer

 Identification Number

  

  

  

  

 

       

str. Osijek 50, Rijeka,

Primorje-Gorski Kotar, Croatia, 51000

Tel. + 38551215704

 Email: management@duonascorp.com

(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

  

 

 1 

  


 

   

  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o      No x 

  

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 o       No x 

  

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. Yes x       No o

  

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. o  No x

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

  

  

  

  

  

  

  

  

  

Large accelerated filer o

  

  

Accelerated filer o

  

Non-accelerated filer o

  

Smaller reporting company x

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x       No o

  

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   2,734,900 common shares issued and outstanding as of June 30, 2017.

 

 2 

  


 

   

  

TABLE OF CONTENTS

  

  

  

  

 

 

Page

  

  

  

PART I

 

  

  

  

  

Item 1.

Description of Business.

4

Item 1A.

Risk Factors.

6

Item 1B.

Unresolved Staff Comments.

6

Item 2

Properties.

6

Item 3.

Legal proceedings.

6

Item 4.

Mine Safety Disclosures.

6

  

  

  

PART II

 

  

  

  

  

Item 5.

Market for Common Equity and Related Stockholder Matters.

7

Item 6.

Selected Financial Data.

7

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

7

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

9

Item 8.

Financial Statements and Supplementary Data.

9

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.

24

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

24

Item 14.

Principal Accounting Fees and Services.

25

  

  

  

PART IV

  

  

  

  

  

Item 15.

Exhibits

25

  

  

  

Signatures

  

  

 

 3 

  


 

   

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.

  

General

  

Duonas Corp. was incorporated in the State of Nevada on September 19, 2014 and established a fiscal year end of June 30. We have $12,077 revenues, have incurred losses since inception. We are a company formed to commence operations concerned with production of decor pieces and living accessories made from concrete, such as: different sculptures, bookends, candle holders, billets for clocks, vases of different shapes and forms, planters; and subsequent selling thereof. As of today, we have developed our business plan and executed an Office Lease Agreement, dated May 17, 2016 and Equipment Purchase Agreement, dated May 10, 2016. Our office is located at str. Osijek 50, Rijeka, Primorje-Gorski Kotar, Croatia, 51000. Our telephone number is 38551215704.

  

Our Business

  

The newcomer design label comes forth with a new, fresh product line in pieces of decor and living accessories. The strength of these products lies in their clarity, their apparent stability and sophisticated simplicity. Elaborately handcrafted, the gray mass transforms into pruritic geometric solids: vase, candleholder, planter, which are delicate, unobtrusive, reduced, and essential.

  

The components such as sand, cement and water are as simple and unobtrusive as the end result. In its conventional use and application, concrete is often monumental, immense and imposing. During the course of complex work steps, we turn this grey mass into pruritic, geometric living accessories and pieces of decor.

  

We plan to commence operations in production of decor pieces and living accessories made from concrete, such as: different sculptures, bookends, candle holders, billets for clocks, vases of different shapes and forms, planters; and subsequent selling thereof. In the next 12 months after completion of our offering we intend to offer our services to clients in Croatia.

  

We are working with small items (e.g. candle holders or vases); we plan to create high quality decorations for the house, for the office and for the backyard in future. Our items can be used for design, decoration and planning necessary space. Mr. Beinars will perform our design services. We anticipate that our potential clients or client agencies will execute contracts with us regarding our services in decorative field. We are going to work with wide range of clients from usual family, which wants to make their home and office look cozier, to interior designers, who want to please and satisfy their clients. Concrete is a versatile material and it is easy to make different decorative items from it. Such items can made simple things look more original.

  

We intend to provide several basic types of items:

·        Decorative sculptures;

·        Bookends;

·        Candle holders;

·        Billets for clocks

·        Vases;

·        Planters;

  

We plan to offer different items to help our client decorate their homes and offices to make them look original and cozier. By our philosophy, it is very important to suggest our clients the professional vision of decoration of living areas and working where they will spend their daily live. In the future our clients will have an ability to choose any product they like from our website (www.duonascorp.com). We will finish goods and we want to sale them via our website.

 

 4 

  


 

   

  

Potential clients

  

We plan to commence operations in decorative field and to be responsible for the concept decorative vision of homes and offices of our clients. Our potential clients will include interior designers, home renovators and homeowners. We intend to participate in local and national interior decor competition in order to take part in significant projects and spread the business in Croatia and other countries when and if we have funds available to expand our business.

  

Competition and potential customers

  

Winning customers will be critical to our ability to grow our business. We are a new and un-established company, have a weak competitive position in the industry and have $12,077 revenues. Accumulated deficit was $7,108 as of June 30, 2017. We need capital to carry out our current business plan. We also anticipate that we will require additional financing in order to execute our business plan. We may not have sufficient financing to sustain our current operations. Our sole officer and director, Vladyslav Beinars, has verbally agreed to loan the company funds to sustain our current operations. However, Mr. Beinars has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. Many of the companies with whom we compete have greater financial and technical resources than those available to us. It is uncertain whether services offered by us will achieve and sustain high levels of demand and market acceptance.

  

The market competition of Croatia can be evaluated as a high. There are several large well-established companies, which provide similar service: Industrial Republic and Iklarica. That is why we plan to concentrate in small and middle-scale sized items. Our competitors include all interior decor service in residential design throughout Croatia. In order to be more or less successful in the existing stiff condition we will provide a new vision of modern houses’ decorations which are characterized by using unusual materials, environment friendly technologies and out of the ordinary appearance. Also we will make competitive price for our work in order to get more clients.

  

Duoans Corp. is going to cooperate with many companies. Some of them are direct manufacturers of furniture for the home and garden. Such companies often seek the help of scenery objects. Some of them are – “Eko-linija” and “Cadoro namjeљtaj”. In addition, we are going to be exhibited in other stores of our partners, like a “MojEnterijer” and “Marketcentar”.  We will use also the opportunity to be exposed in large shopping malls such as “Namjestaj-intermod”, “UrediSvojDom” and “Ikea”.

  

Duonas Corp. has not yet entered the market and has no market penetration to date. Once we have entered the market, we will be one of many participants in the business of providing decorative services. Many established, yet well financed entities are currently active in the business of providing such services. Nearly all Duonas Corp.’s competitors have significantly greater financial resources, technical expertise, and managerial capabilities than us. We are, consequently, at a competitive disadvantage in being able to provide such services and become a successful company in the interior decor industry. Therefore, Duonas Corp. may not be able to establish itself within the industry at all.

  

Marketing

  

Our sole officer and director, Vladyslav Beinars, will be responsible for marketing of our services. The marketing and advertising will be targeted to small businesses, interior designers, home renovators, homeowners and various sectors, which have need of interior decor. Our methods of communication will include: phone calls, email, and regular mail. We will ask our satisfied clients for referrals. We will also promote our services through word of mouth. We will be targeting clients in Croatia. We plan to develop a website to market, display and sell our services. One of the most powerful aspects of online marketing is the ability to target our chosen group with a high degree of accuracy and cost effective way. We have plans to hire marketing company which will help us to use the following online marketing tools to direct traffic to our website and identify potential:

  

Banner advertising:  New technologies have given to online advertisement customization capabilities when it comes to banner advertising. Advertisers now have the ability to have their  banner ads appear on pages devoted to certain types of content. We can have our ad appear on a site only when it is presenting an article on the decor industry.

Organic Search:  The remainder of the search results page is made up of organic or “natural” search results. These listings are generated based on the HTML tags and relevant content found  in a website. By specifically tailoring these elements, we can focus on particular audiences in a similar fashion as Pay-Per-Click.

  

As of the date of this prospectus we have registered domain name for our website (www.duonascorp.com). To accomplish this, we plan to contract an independent web designing company. Our website describes our advantages, show our contact information, and include some general information. We intend to attract traffic to our website by a variety of online marketing tactics mentioned above. We intend to promote our website by displaying it on our promotion materials. We will also promote our services through word of mouth and use internet promotion tools on Facebook, MySpace and Twitter to advertise our company and create links to our website. To enhance advertising of our services we plan to keep improving and developing our website to make it as “user friendly” as possible.

 

 5 

  


 

   

  

Even if we are able to obtain sufficient number of customers using our services, there is no guarantee that it will cover our costs and that we will be able retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue it would materially affect our financial condition and our business could be harmed.

  

Contracts

  

We have executed an Office Lease Agreement with Branko Markos, dated May 19, 2016. According to the agreement, Duonas Corp. leases an office for the production of decor pieces and living accessories. Also we have executed an Equipment Purchase Agreement with Zhengzhou Xinyu Machinery Co., Ltd.. According to the agreement, Duonas Corp. purchased equipment and raw materials for the production of decor pieces and living accessories. We have executed a Verbal Agreement with our sole officer and director Vladyslav Beinars. According to agreement President has verbally agreed to loan to the Company needed funds, which can be deemed for the purpose of the Corporation’s needs. We have signed two contracts with our customers Decoric Ltd. and HouseDec Ltd. The total amount of sales to Decoric Ltd. was $7,270 and HouseDec Ltd. $4,807.

  

Insurance

  

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

  

Employees

  

We are a development stage company and currently have no employees, other than our sole officer, Vladyslav Beinars.

  

Offices

  

Our office is located at str. Osijek 50, Rijeka, Primorje-Gorski Kotar, Croatia, 51000. Our phone number is 38551215704.

  

Government Regulation

  

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

  

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

  

We do not own any real estate or other properties.  

Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures

  

Not applicable.

 

 6 

  


 

   

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 June 30, 2017, no shares of our common stock have traded.

  

Number of Holders

  

As of June 30, 2017, the 2,734,900 issued and outstanding shares of common stock were held by a total of 36 shareholder of record.

  

Dividends

  

No cash dividends were paid on our shares of common stock during the fiscal year ended June 30, 2017 and 2016. 

  

Recent Sales of Unregistered Securities

  

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

  

On April 25, 2016, the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $2,000 at $0.001 per share.

  

During October 2016 there were issued 281,400 shares of common stock for cash proceeds of $8,397 at $0.03 per share.

  

During November 2016 there were issued 453,500 shares of common stock for cash proceeds of $13,605 at $0.03 per share.

  

There were 2,734,900 and 2,000,000 shares of common stock issued and outstanding as of June 30, 2017 and as of June 30, 2016.

  

Purchase of our Equity Securities by Officers and Directors

  

On April 25, 2016, the Company offered and sold 2,000,000 restricted shares of common stock to our president and director, Vladyslav Beinars, for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,000, 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.

  

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.

 

 7 

  


 

   

RESULTS OF OPERATIONS

  

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

  

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

  

FISCAL YEAR ENDED JUNE 30, 2017 COMPARED TO JUNE 30, 2016

  

Revenue

  

We recognized revenue of $12,077 for the year ended June 30, 2017, compare to $0 for the year ended June 30, 2016. Our Cost of Goods Sold was $2,480 for the year ended June 30, 2017 compare to $0 for the year ended June 30, 2016. Our Gross profit was $9,597 for the year ended June 30, 2017 compare to $0 for the year ended June 30, 2016. These revenues in 2017 related to the sales to our customers.

  

Operating expenses

  

Total operating expenses for the year ended June 30, 2017 were $35,457 compared to $1,210 for the year ended June 30, 2016. Our operating expenses consisted of bank service charges $1,407 (June 30, 2016 - $77), computer and internet expenses $310 (June 30, 2016 - $0), depreciation expense $380 (June 30, 2016 - $0), assets of low unit cost $2,480 (June 30, 2016 - $913), professional audit fees $10,148 (June 30, 2016 - $0); professional legal fees $900 (June 30, 2016 - $0), professional fees other $17,191 (June 30, 2016 - $0),  rent expense $2,640 (June 30, 2016 - $220). Expenses incurred during the fiscal year ended June 30, 2017 as compared to the year ended June 30, 2016 increased primarily due to the increased scale and scope of business operations.  

  

Net Losses

  

The net loss for the fiscal year ended June 30, 2017 was $25,860, compare to $1,210 for the fiscal year ended June 30, 2016, due to the factors discussed above.

  

Liquidity and Capital Resources 

  

As of June 30, 2017, our total assets were $18,428 comprised of cash $3,027, inventory $5,201, prepaid expenses $4,180 and net fixed assets $6,020. Our total liabilities were $21,496 comprised of a loan from director. As of June 30, 2016, our total assets were $1,110 comprised of cash $483, inventory $627. Our total liabilities were $320 comprised of a loan from director $100 and $220 of accounts payable.

  

Shareholders’ equity has decreased from $790 as of June 30, 2016 to a deficit of $3,068 as of June 30, 2017. Deficit was due to the increase in operating expenses.

  

The Company has accumulated a deficit of $27,070 as of June 30, 2017 compare to $1,210 as of June 30, 2016 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.  

  

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, sales, loans from directors and, or, the private placement of common stock.  

  

Because of the Company’s history of losses, its independent auditors, in the reports on the financial statements for the year ended June 30, 2017 and June 30, 2016, expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.

  

 

 8 

  


 

   

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 may 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.

  

Cash Flows from Operating Activities

  

We have not generated positive cash flows from operating activities. For the fiscal year ended June 30, 2017, net cash flows used in operating activities was $33,558 compared to $1,617 for June 30, 2016 . Increase in operating cash is due to increase in operating activity of the Company,  increase in general and administrative expenses.

  

Cash Flows from Investing Activities

  

We have used $6,400 in investing activities  for purchase of equipment for the fiscal year ended June 30, 2017, and $0 as of June 30, 2016.

  

Cash Flows from Financing Activities

  

For the fiscal year ended June 30, 2017, net cash from financing activities was $42,502 consisting of share issuance $22,002, and a loan from a director $20,500. For the fiscal year ended June 30, 2016, net cash from financing activities was $2,100 consisting of share issuance $2,000 and a loan from a director $100.

  

PLAN OF OPERATION AND FUNDING

  

Our cash reserves are not sufficient to meet our obligations for the next twelve months period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock, from selling our products and from our sole officer and director loan.

  

OFF-BALANCE SHEET ARRANGEMENTS

  

As of the date of this Annual Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   

  

Not applicable to smaller reporting companies.

  

Item 8. Financial Statements and Supplementary Data   

  

 

 9 

  


 

   

  

  

  

  

  

  

DUONAS CORP.  

  

FINANCIAL STATEMENTS

  

For the Years Ended June 30, 2017 and June 30, 2016

  

Table of Contents

  

  

  

Page

Report of Independent Registered Public Accounting Firm

  

14

  

  

  

Balance Sheets as of June 30, 2017 and June 30, 2016

  

15

  

  

  

Statements of Operations for the years ended June 30, 2017 and June 30, 2016

  

16

  

Statement of Stockholders’ Equity as of  June 30, 2017 and June 30, 2016

  

17

  

  

  

Statements of Cash Flows for the years ended June 30, 2017 and June 30, 2016

  

18

  

  

  

Notes to  Financial Statements

  

19

  

 

 10 

  


 

   

: https:::www.sec.gov:Archives:edgar:data:1422295:000168316817000455:image_002.jpg 

  

  

Report of Independent Registered Public Accounting Firm

  

To the Board of Directors and Stockholders

  

Duonas Corp.

  

We have audited the accompanying balance sheets of Duonas Corp. as of June 30, 2017 and 2016, and the related statement of operations, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. Our audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

  

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Duonas Corp. as of June 30, 2017 and 2016 and the related statement of operations, changes in stockholders’ equity and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

  

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had no revenues and earnings since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2, which includes achieving profitable operations and raising additional funds. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  

  

/s/ TAAD, LLP

  

Diamond Bar, CA

  

September 1, 2017


 

   

DUONAS CORP.

Balance sheets

AS OF JUNE 30, 2017 AND 2016

  

  

  

ASSETS

  

June 30, 2017

 

 

 

June 30, 2016

 

Current Assets

  

  

 

 

 

  

 

Cash

     Inventory

$

3,027

5,201

 

 

 

483

627

 

Prepaid expenses

  

4,180

 

 

 

-

 

Total Current Assets

$

12,408

 

 

 

1,110

 

Fixed Assets

  

  

 

 

 

  

 

Equipment, net

$

6,020

 

 

 

-

 

Total Fixed Assets

$

6,020

 

 

 

-

 

Total Assets

$

18,428

 

 

 

1,110

 

  

  

  

 

 

 

  

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

  

  

 

 

 

  

 

Liabilities

  

  

 

 

 

  

 

Current Liabilities

  

  

 

 

 

  

 

    Accounts Payable

  

896

 

 

 

220

 

    Loans – Related party

  

20,600

 

 

 

100

 

Total Current Liabilities

$

21,496

 

 

 

320

 

Total Liabilities

$

21,496

 

 

 

320

 

  

  

  

 

 

 

  

 

Stockholder’s Equity

  

  

 

 

 

  

 

Common stock, par value $0.001; 75,000,000 shares authorized, 2,734,900 and 2,000,000 shares issued and outstanding as of June 30, 2017 and June 30, 2016, respectively

  

2,735

 

 

 

2,000

 

Additional paid in capital

  

21,267

 

 

 

-

 

Accumulated deficit

  

(27,070

)

 

 

(1,210

)

Total Stockholder’s Equity (Deficit)

$

(3,068

)

 

 

790

 

  

  

  

 

 

 

  

 

Total Liabilities and Stockholder’s Equity

$

18,428

 

 

 

1,110

 

  

  

  

  

  

  

  

  

  

  

Accompanying notes are an integral part of these condensed financial statements

 

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DUONAS CORP.

Statement of operations

YEARS ENDED JUNE 30, 2017 AND 2016

  

  

  

  

  

Year ended

June 30, 2017

 

 

 

  

Year ended

June 30, 2016

 

  

  

  

 

 

 

  

 

REVENUES

$

12,077

 

 

 

-

 

Cost of Goods Sold

  

2,480

 

 

 

-

 

Gross Profit

  

9,597

 

 

 

-

 

  

  

  

 

 

 

  

 

OPERATING EXPENSES

  

  

 

 

 

  

 

General and Administrative Expenses

  

35,457

 

 

 

1,210

 

TOTAL OPERATING EXPENSES

  

35,457

 

 

 

1,210

 

  

  

  

 

 

 

  

 

NET INCOME (LOSS) FROM OPERATIONS

  

(25,860

)

 

 

 

(1,210

 

)

  

  

  

 

 

 

  

 

PROVISION FOR INCOME TAXES

  

-

 

 

 

-

 

  

  

  

 

 

 

  

 

NET INCOME (LOSS)

$

(25,860

)

 

 

(1,210

)

  

  

  

 

 

 

  

 

NET LOSS PER SHARE: BASIC AND DILUTED

  

$

(0.01

)

 

 

 

(0.00

 

)

  

  

  

 

 

 

  

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

  

2,477,489

 

 

 

 

 

367,123

 

  

  

  

  

  

  

  

  

  

Accompanying notes are an integral part of these condensed financial statements

 

 13 

  


 

   

  

DUONAS CORP.

Statement of changes in stockholder’s equity

YEARS ENDED JUNE 30, 2017 AND 2016

  

  

  

  

Common Stock

  

  

  

Additional Paid-in

  

  

  

Deficit Accumulated

  

  

  

Total Stockholders’

  

  

  

Shares

  

  

  

Amount

  

  

  

Capital

  

  

  

  

  

  

  

Equity

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Balance,  June 30, 2015

  

-

  

  

$

-

  

  

$

-

  

  

$

-

  

  

$

-

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Shares issued for cash at $0.001 per share on  April 25, 2016

  

2,000,000

  

  

  

2,000

  

  

  

-

  

  

  

-

  

  

  

2,000

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Net loss for the year ended  June 30, 2016

  

-

  

  

  

-

  

  

  

-

  

  

  

(1,210

)

  

  

(1,210

)

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Balance,  June 30, 2016

  

2,000,000

  

  

$

2,000

  

  

$

-

  

  

$

(1,210

)

  

$

790

  

Shares issued for cash

  

734,900

  

  

  

735

  

  

  

21,267

  

  

  

-

  

  

  

22,002

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Net loss for the year ended  June 30, 2017

  

-

  

  

  

-

  

  

  

-

  

  

  

(25,860

)

  

  

(25,860

)

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Balance,  June 30, 2017

  

2,734,900

  

  

$

2,735

  

  

$

21,267

  

  

$

(27,070

)

  

$

(3,068

)

  

  

  

  

  

  

  

  

Accompanying notes are an integral part of these financial statements

  

  

  

  

  

  

  

 

 14 

  


 

   

DUONAS CORP.

Statements of cash flows

YEARS ENDED JUNE 30, 2017 AND 2016

  

  

  

 

Year ended

June 30, 2017

 

 

 

  

  

  

Year ended

June 30, 2017

 

OPERATING ACTIVITIES:

 

  

 

 

 

  

 

Net loss for the period

$

(25,860

)

 

 

(1,210

)

Depreciation

 

380

 

 

 

-

 

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

  

 

 

 

  

 

Increase in Prepaid Expenses

 

(4,180

)

 

 

-

 

Increase in Inventory

 

(4,574

)

 

 

(627

)

Increase in Accounts Payable

 

676

 

 

 

220

 

CASH FLOWS USED IN OPERATING ACTIVITIES

 

(33,558

)

 

 

(1,617

)

  

 

  

 

 

 

  

 

INVESTING ACTIVITIES: 

 

  

 

 

 

  

 

Purchase of equipment

 

(6,400

)

 

 

-

 

CASH FLOWS USED IN INVESTING ACTIVITIES

 

(6,400

)

 

 

 

-

 

  

 

  

 

 

 

  

 

FINANCING ACTIVITIES: 

 

  

 

 

 

  

 

Loans – related party

 

20,500

 

 

 

100

 

Proceeds from sales of common stock

 

22,002

 

 

 

2,000

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 

42,502

 

 

 

 

2,100

 

  

 

  

 

 

 

  

 

NET INCREASE IN CASH

 

2,544

 

 

 

483

 

  

 

  

 

 

 

  

 

Cash, beginning of period

 

483

 

 

 

-

 

  

 

  

 

 

 

  

 

Cash, end of period

$

3,027

 

 

 

483

 

  

 

  

 

 

 

  

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

  

 

 

 

  

 

Interest paid

$

-

 

 

 

-

 

Income taxes paid

$

-

 

 

 

-

 

  

  

  

  

  

  

  

  

  

  

  

  

Accompanying notes are an integral part of these condensed financial statements

 

 15 

  


 

   

DUONAS CORP.

Notes to the condensed financial statements

JUNE 30, 2017

  

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

  

Duonas Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on September 19, 2014 to start business operations concerned with production of stylish decorative items made from concrete, such as: different sculptures, candleholders, lamps, tabletops, bookcases, vases of different shapes and forms, decorations for the garden; and subsequent selling thereof. For these purposes we will use equipment purchased from Zhengzhou Xinyu Machinery Co., Ltd. Our office is located at str. Osijek 50, Rijeka, Primorje-Gorski Kotar, Croatia, 51000. Our phone number is +38551215704.

  

Note 2 – GOING CONCERN

  

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had $12,077 revenue as of June 30, 2017. The Company is currently in development stage, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. 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 SIGNIFCANT ACCOUNTING POLICIES

  

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s yearend is June 30.

  

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 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 the original maturities of three months or less to be cash equivalents. The Company had $3,027 of cash as of June 30, 2017 and $483 of cash as of June 30, 2016. The Company had no cash equivalents as of June 30, 2017 and June 30, 2016.

  

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. The Company establish capitalization of its assets based on dollar amount that are more than $1,000 in value. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property 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.

  

Inventories

Inventories are stated at lower of cost or net realizable value. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Cost is principally determined using the first-in, first out (FIFO) method. The Company had $5,201 in inventory as of June 30, 2017 and $627 as of June 30, 2016. Inventory consists of raw materials.

  

Prepaid Expenses

The Company had $4,180 in prepaid rent as of June 30, 2017  and no prepaid expenses as of June 30, 2016. Prepaid rent amortized monthly for $220 per month. The rent is prepaid till January 31, 2019.

  

 

 16 

  


 

   

DUONAS CORP.

Notes to the financial statements

JUNE 30, 2017

  

Fixed Assets

The Company records depreciation and amortization when appropriate using straight-line methods over the estimated useful life of the assets. We estimate that the useful life of our equipment is 7 years.

  

  

June 30, 2017

 

Equipment

$

6,400

 

Accumulated Depreciation

$

(380

)

Net equipment

$

6,020

 

  

Depreciation expense for the year ended June 30, 2017 and 2016 was $380 and nil, respectively.

  

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

  

These tiers include:

Level 1:

defined as observable inputs such as quoted prices in active markets;

Level 2:

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

  

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

  

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.

  

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

  

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB 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. As of June 30, 2017 and 2016 there were no potentially dilutive debt or equity instruments issued or outstanding. 

  

  

  

  

  

 

 17 

  


 

   

DUONAS CORP.

Notes to the financial statements

JUNE 30, 2017

  

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.

  

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning October 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

  

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The guidance requires an entity to measure inventory at the lower of cost or net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, rather than the lower of cost or market in the previous guidance. This amendment applies to inventory that is measured using first-in, first-out (FIFO). This amendment is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those years. A reporting entity should apply the amendments prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures.

  

On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). For public business entities, certain not-for-profit entities, and certain employee benefit plans, the effective date was for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The effective date for all other entities was for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. In response to stakeholders’ requests to defer the effective date of the guidance in Update 2014-09 and in consideration of feedback received through extensive outreach with preparers, practitioners, and users of financial statements, the Board issued proposed Accounting Standards Update, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. Respondents to the proposed Update overwhelmingly support a deferral. Respondents noted that providing sufficient time for implementation of the guidance in Update 2014-09 is critical to its success. The Board is issuing this Update in consideration of respondents’ feedback, including the timing of when Update 2014-09 was issued, the current status of key standard-setting activities associated with the guidance in Update 2014-09, and the availability of information technology solutions to facilitate the implementation of the guidance in Update 2014-09.

  

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard will be effective for the Company in the fiscal year beginning October 1, 2018, with an option to adopt the standard for the fiscal year beginning October 1, 2017. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures.

  

Note 4 – LOAN FROM RELATED PARTY

  

As of June 30, 2017, our sole director has loaned to the Company $20,600. This loan is unsecured, non-interest bearing and due on demand.

  

The balance due to the director was $20,600 as of June 30, 2017 and $100 as of June 30, 2016.

  

  

  

 

 18 

  


 

   

DUONAS CORP.

Notes to the financial statements

JUNE 30, 2017

  

Note 5 – COMMON STOCK

  

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

  

On April 25, 2016, the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $2,000 at $0.001 per share.

  

During October 2016 there were issued 281,400  shares of common stock for cash proceeds of $8,397 at $0.03 per share.

  

During November 2016 there were issued 453,500  shares of common stock for cash proceeds of $13,605 at $0.03 per share.

  

There were 2,734,900 and 2,000,000 shares of common stock issued and outstanding as of June 30, 2017 and as of June 30, 2016.

  

Note 6 – COMMITMENTS AND CONTINGENCIES

  

Company has signed lease agreement for a $220 monthly fee. The initial term of the lease shall begin on the 1st day of June 2016 and was extended till July 1, 2020. The payable in installments is $220 per month. The rent is prepaid till January 31, 2019.  

 

Note 7 – INCOME TAXES

  

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits

  

As of June 30, 2017 the Company had net operating loss carry forwards of approximately $27,070 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 carry-forwards.

  

The valuation allowance at June 30, 2017 was approximately $9,203. The net change in valuation allowance during the year ended June 30, 2017 was $8,792. 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 June 30, 2017 and 2016.  The Company has not filed its income tax return for the years ended June 30, 2017 and 2016.

  

The provision for Federal income tax consists of the following: 

   

  

As of  June 30, 2017

 

 

  

 As of June 30, 2016

 

Non-current deferred tax assets:

  

  

 

 

  

  

 

Net operating loss carryforward

$

(9,203

)

 

  

(411

)

Valuation allowance

$

9,203

 

 

  

411

 

Net deferred tax assets

$

-

 

 

  

-

 

  

 

 19 

  


 

   


 

   

  

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.

  

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 June 30, 2017 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 June 30, 2017. 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

  

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The name, age and titles of our executive officer and director is as follows:

Name and Address of Executive Officer and/or Director

Age

Position

Vladyslav Beinars,

Bosket st. 17, 51000, Rijeka, Croatia

29

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

  

Vladyslav Beinars has acted as our President, Treasurer, Secretary and sole Director since our incorporation on September 19, 2014. Mr. Beinars owns 73%  of the outstanding shares of our common stock. Our President has worked for “BetonPlastik” and “Croston” Croatian companies for the past five years, which are engaged in the similar business as our company does.

 

 21 

  


 

   

Mr. Beinars intends to devote 20 hours a week of his time to planning and organizing activities of Duonas Corp. Our sole officer and director, Vladyslav Beinars, has agreed to commit more time to our operations as required if the Company’s operations grow and require more of his participation.

During the past ten years, Mr. Beinars has not been the subject to any of the following events:

  1. Any bankruptcy petition filed by or against any business of which Mr. Beinars 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 Mr. Beinars’s 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

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Vladyslav Beinars, who does not qualify as an independent director in accordance with the published listing requirements of 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 each director 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 the directors and us with regard to each 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 June 30, 2017:

Summary Compensation Table

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards   ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

All Other Compensation ($)

Total ($)

Vladyslav Beinars President, Secretary and

Treasurer

September 19, 2014 to June 30, 2017

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

There are no current employment agreements between the company and its officer.

Mr. Beinars currently devotes approximately twenty hours per week to manage the affairs of the Company. He 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 are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

  

  

  

  

  

  

 

 23 

  


 

   

Director Compensation

The following table sets forth director compensation as of June 30, 2017:

Name

Fees Earned or Paid in Cash  

($)

Stock Awards ($)

Option Awards

($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings

($)

All Other Compensation ($)

Total

($)

Vladyslav Beinars

-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 June 30, 2017 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

Vladyslav Beinars

str. Osijek 50, Rijeka, Primorje-Gorski Kotar, Croatia, 51000

2,000,000 shares of common stock (direct)

73%

(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 amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

Item 13. Certain Relationships and Related Transactions

  

Vladyslav Beinars will not be paid for any underwriting services that he performs on our behalf with respect to this offering.

On April 25, 2016, we issued a total of 2,000,000 shares of restricted common stock to Vladyslav Beinars, our sole officer and director in consideration of $2,000. Further, Mr. Beinars has advanced funds to us. As of June 30, 2017, Mr. Beinars advanced us $20,600. Mr. Beinars will not be repaid from the proceeds of this offering. Mr. Beinars will be repaid from the revenues of the Company if the Company generates so. There is no due date for the repayment of the funds advanced by Mr. Beinars. Mr. Beinars will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Beinars does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Beinars or the repayment of the funds to Mr. Beinars. The entire transaction was oral. We have a verbal agreement with Mr. Beinars that, if necessary, he will loan the company funds to complete the registration process. However, Mr. Beinars has no obligation to loan such funds to us and that there is no guarantee that he will loan such funds to us.

 

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Item 14. Principal Accountant Fees and Services 

  

During fiscal year ended June 30, 2017, we incurred approximately $10,148 in fees to our principal independent  accountants for professional services rendered in connection with the audit of our June 30, 2016 financial statements and for the reviews of our financial statements for the quarters ended September 30, 2016, December 30, 2016, and March 31, 2017.

  

PART IV

  

Item 15. Exhibits

  

The following exhibits are included as part of this report by reference:

  

  

  

  

31.1 

  

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

  

  

  

31.2 

  

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

  

  

32.1 

  

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Rijeka, Croatia on September 1, 2017.

  

DUONAS CORP.

By:

/s/

Vladyslav Beinars

  

Name:

Vladyslav Beinars

  

  

Title:

President, Treasurer and Secretary

  

  

(Principal Executive, Financial and Accounting Officer)

  

  

  

 

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