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EX-32.1 - CERTIFICATION - REMARO GROUP CORP.f10kcertification32.1.htm
EX-31.1 - CERTIFICATION - REMARO GROUP CORP.f10kcertification31.1.htm



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 July 31, 2018


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934


For the transition period from ___________ to ___________


COMMISSION FILE NO. 333-215000



REMARO GROUP CORP.

 (Exact name of registrant as specified in its charter)



Nevada

(State or Other Jurisdiction of Incorporation or Organization)

36-4833921

IRS Employer Identification Number

4724

Primary Standard Industrial Classification Code Number


Calle Robles, Casa 25,

Quito,  Ecuador

Tel.  +56-2-2979-1247



 (Address and telephone number of registrant's executive office)     



Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] 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 Act. Yes [ ] 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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]


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


Large accelerated filer [ ]                     Accelerated filer [ ]

Non-accelerated filer [ ]                       Smaller reporting company [X]

Emerging growth company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]


As of November 13,2018 the registrant had 10,511,000 shares of common stock issued and outstanding. No aggregate market value of stock held by non-affiliates has been computed based upon the fact that no active trading market has been established as of January 31,2018.



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Table Of Contents




 

Part I

 


Item 1

Description Of Business

4

   

   

 

Item 1a    

Risk Factors

5

 

  

 

Item 1b

Unresolved Staff Comments                                     

5

 

 

 

Item 2   

Properties

5

      

 

 

Item 3   

Legal Proceedings                                             

5

      

 

 

Item 4

Submission Of Matters To A Vote Of Security Holders           

5

 

Part II

 


Item  5   

Market For Common Equity And Related Stockholder Matters      

5

 

 

 

Item  6  

Selected Financial Data                                       

6

 

 

 

Item  7 

Management's Discussion And Analysis Or Results Of Operations

6

      

 

 

Item 7a 

Quantitative And Qualitative Disclosures About Market Risk   

8

 

 

 

Item 8

Financial Statements And Supplementary Data                  

8

      

 

 

Item 9    

Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

18

      

 

 

Item 9a

Controls And Procedures

18

 

 

 

Item 9b

Other Information                                            

18


Part III

 

Item 10

Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(A) Of The Exchange Act

18

 

 

 

Item 11

Executive Compensation

20

 

 

 

Item 12

Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters

21

 

 

 

Item 13

Certain Relationships, Related Transactions And Director Independence

21

 

 

 

Item 14

Principal Accountant Fees And Services                       

21


Part IV

 


Item 15

Exhibits And Financial Statement Schedules                   

21




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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 REMARO GROUP CORP., unless otherwise indicated.


All dollar amounts refer to US dollars unless otherwise indicated.



We are a tourism agency, currently located in Ecuador, that provides tour guides for individual or group tours in particular localities. We offer services of a freelance local guide, known also as a pointman (hereinafter referred as ‘guide’ or ‘local guide’) around the vicinities of our customers’ choice. The services are aimed at private persons, or groups of them on a collective voyage. The customers (to whom we may refer as “tourists”) are assigned to a particular guide once they complete their request, receive and sign the contract.


We operate our tours exclusively in Ecuador. Ecuador is a land of rich cultural and historical attractions such as: City of Quito, City of Cuenca, El Cajas National Park, Pailon Del Diablo Waterfall, Cotopaxi Summit, The Galapagos Islands, Tena Jungles, Cuyabeno Wildlife Reserve etc.



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ITEM 1A. RISK FACTORS


Not applicable.



ITEM 1B. UNRESOLVED STAFF COMMENTS


None.


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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No report required.



PART II


ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS


MARKET INFORMATION


As of July 31, 2018, the 10,511,000 issued and outstanding shares of common stock were held by a total of 32 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.



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ITEM 6. SELECTED FINANCIAL DATA


Not Applicable.


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 OPERATIONS


Year ended July 31, 2018 compared to year ended  July 31, 2017


Revenue


During the year ended July 31, 2018 we have generated $18,055 in revenue compared to $18,200 for the year ended to July 31, 2017. During the year ended July 31, 2018 cost of revenue was $5,300, compared to $-0- for the year ended July 31, 2017.


Operating Expenses


During year ended July 31, 2018, we incurred $25,291 general and administrative expenses compared to $20,511 during year ended  July 31, 2017. General and administrative 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 July 31, 2018 was $12,536 compared to net loss of $2,311 during year ended  July 31, 2017.



LIQUIDITY AND CAPITAL RESOURCES


As of July 31, 2018


As of July 31, 2018 our total assets were $20,349 compared to $11,975 in total assets at July 31, 2017. As of July 31, 2018 our total current liabilities were $3,064 compared to $3,564 in total current liabilities at July 31, 2017.


Stockholders’ equity was $17,285 as of July 31, 2018 compared to stockholders’ equity of $8,411 as of July 31, 2017.   



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Cash Flows from Operating Activities



For the year ended July 31, 2018, cash flows used by operating activities was $10,237 consisting of a net loss of $12,536, increase in accounts payable of $2,000, decrease in deferred revenue of $2,500 and depreciation of $2,799. Net cash flows provided by operating activities was $695 for year ended July 31, 2017 consisting entirely of a net loss of $2,311, increase in deferred revenue of $2,500 and depreciation expenses of $506.



Cash flows from Investing Activities


For the year ended July 31, 2018, cash flow used in investing activities for the purchase of fixed assets was $2,500 compared to $6,500 for the year ended July 31, 2017.


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity instruments. For the year ended July 31, 2018 net cash provided by financing activities was $21,410 received from proceeds from issuance of common stock compared to $11,700 for the year July 31, 2017.



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 twelve  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.



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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.


GOING CONCERN


The independent auditors' report accompanying our July 31, 2018 and July 31, 2017 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. These financial statements do not include any adjustments related to the recovery or classification of assets or the amounts and classifications of liabilities that might be necessary should the company be unable to continue as going concern.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                


Reports of Independent Registered Public Accounting Firm

F-1


Balance Sheets as of July 31, 2018 and July 31, 2017

F-3


Statements of Operations for the years ended July 31, 2018 and July 31, 2017

F-4


Statements of Changes in Stockholders’ Equity for years ended July 31, 2017 and July 31, 2018.

F-5


Statements of Cash Flows for the years ended July 31, 2018   and July 31, 2017

F-6


Notes to the Financial Statements

F-7







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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Remaro Group Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Remaro Group Corp. (the Company) as of July 31, 2018, and the related statements of operations, stockholders’ 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 financials position of the Company as of July 31, 2018, and the results of its operations and its cash flows for the year ended July 31, 2018, in conformity with accounting principles generally accepted in the United States of America.


Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred net losses and has an accumulated deficit. These factors raise substantial double about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this 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 audit. 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 audit 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 audit included 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.

An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



Haynie & Company

Salt Lake City, Utah

November 13, 2018

We have served as the Company’s auditor since 2018.





F-1



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PRITCHETT, SILER & HARDY, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

A PROFESSIONAL CORPORATION

P.O. Box 25442

SALT LAKE CITY, UTAH  84125-0442




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Remaro Group Corp.

Quito, Ecuador


We have audited the accompanying balance sheets of Remaro Group Corp. as of July 31, 2017 and the related statements of operations, stockholders’ deficit and cash flows for the year ended July 31, 2017. 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 audit.


We conducted our audit 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 audit included 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides 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 Remaro Group Corp. as of July 31, 2017 and the results of its operations and cash flows for the year ended July 31, 2017 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring losses and has limited operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Pritchett, Siler & Hardy, P.C.


Pritchett, Siler & Hardy, P.C.

Salt Lake City, Utah

November 15, 2017





F-2




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REMARO GROUP CORP.

BALANCE SHEETS

 

JULY 31, 2018

JULY 31, 2017

ASSETS

 

 

Current Assets

 

 

 

Cash

$       14,654

$        5,981

 

Total current assets

14,654

5,981

Fixed Assets

 

 

 

Equipment, net of depreciation

5,695

5,994

 

Total fixed assets

5,695

5,994

Total Assets                                                         

$       20,349

$       11,975

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

Loan from related parties

$      1,064

$     1,064

 

Accounts Payable

2,000

-

 

Deferred Revenue

-

2,500

 

Total current liabilities

3,064

3,564

Total Liabilities

3,064

3,564

Commitments and Contingencies

 

 

 

Stockholders’ Equity (Deficit)

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

10,511,000 shares issued and outstanding

(8,370,000 as at July 31, 2017)

10,511

8,370

 

Additional Paid in Capital

22,599

3,330

 

Accumulated Earnings (Deficit)

(15,825)

(3,289)

Total Stockholders’ Equity (Deficit)

17,285

8,411

 

 

 

Total Liabilities and Stockholders’ Equity

$       20,349

$        11,975        



The accompanying notes are an integral part of these financial statements.


F-3




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REMARO GROUP CORP.

STATEMENTS OF OPERATIONS

 

 

YEAR ENDED JULY 31, 2018

 

YEAR ENDED JULY 31, 2017

Revenue

 

$    18,055

 

$       18,200

Cost of revenue

 

5,300

 

-

Gross profit

 

12,755

 

18,200

Operating expenses

 

 

 

 

 General and administrative expenses

 

25,291

 

20,511

Income (loss) from operations

 

(12,536)

 

(2,311)

Income (loss) before provision for income taxes

 

(12,536)

 

(2,311)

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

 

 

 

 

Net income (loss)

 

$    (12,536)

 

$    (2,311)

 

 

 

 

 

Income (loss) per common share:

 Basic and Diluted

 

$      (0.00)

 

$   (0.00)

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

10,204,831

 

8,057,561


The accompanying notes are an integral part of these financial statements.


F-4




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REMARO GROUP CORP.

STATEMENT OF STOCKHOLDER’S DEFICIT

FOR THE YEARS ENDED JULY 31, 2018 AND 2017

 

Number of

Common

Shares


Amount

Subscription receivable

Additional Paid-In-Capital

Deficit

accumulated



Total

Balances as of July 31, 2016

8,000,000

$ 8,000

$  (8,000)

$      -

$   (978)

$ (978)

Receipt of subscription receivable

-

-

8,000

-

-

8,000

Shares issued at $0.01

370,000

370

-

3,330

-

3,700

Net income (loss) for the year                                                                  

-

-

-

-

(2,311)

(2,311)

Balances as of July 31, 2017

8,370,000

 8,370

-

  3,330

(3,289)

 8,411

Shares issued at $0.01

2,141,000

2,141

-

19,269

 

21,410

Net income (loss) for the year                                                                  

-

-

-

-

(12,536)

(12,536)

Balances as of July 31, 2018

10,511,000

$10,511

$     -

$ 22,599

$ (15,825)

$ 17,285



The accompanying notes are an integral part of these financial statements.


F-5



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REMARO GROUP CORP.

STATEMENTS OF CASH FLOWS

 

 

YEAR ENDED JULY 31, 2018

YEAR ENDED JULY 31, 2017

Cash flows from Operating Activities

 

 

 

 

Net income (loss)

 

$         (12,536)

   $   (2,311)

 

Depreciation

 

2,799

506

 

Accounts Payable

 

2,000

-

 

Deferred revenue

 

(2,500)

2,500

 

Net cash provided by (used in) operating activities

 

(10,237)

695

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

   Purchase of fixed assets

 

$        (2,500)

(6,500)

  Net cash used in investing activities

 

(2,500)

(6,500)

 

 

 

 

Cash flows from Financing Activities

 

 

 

 

Proceeds from sale of common stock

 

21,410

3,700

 

Collection of the subscription receivable

 

-

8,000

 

Net cash provided by financing activities

 

21,410

11,700

Net increase in cash and equivalents

 

8,673

5,895

Cash and equivalents at beginning of the period

 

5,981

86

Cash and equivalents at end of the period

 

$           14,654

$     5,981

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

 

$                -

$       -

 

Taxes                                                                                           

 

$                -

$       -



The accompanying notes are an integral part of these financial statements.


F-6



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REMARO GROUP CORP.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2018 AND JULY 31, 2017


NOTE 1 – ORGANIZATION AND BUSINESS

 

REMARO GROUP CORP. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 31, 2016.  The Company offers the services of a freelance local guide, known also as a pointman (hereinafter referred as ‘guide’ or ‘local guide’). The Company’s tours are operated exclusively in Ecuador and the Company’s functional currency is the US dollar. The Company has adopted July 31 fiscal year end.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At July 31, 2018 the Company's bank deposits did not exceed the insured amounts.



Use of Estimates


Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.



Stock-Based Compensation


As of July 31, 2018, the Company has not issued any stock-based payments to its employees.


Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Revenue Recognition


The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition. We record revenue when persuasive evidence of an arrangement exists, the services have been provided, the price to the customer is fixed or determinable and collectability of the revenue is reasonably assured.

F-7



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Income Taxes


The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


New Accounting Pronouncements


There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.


The Company plans to adopt ASC 606, “Revenue From Contracts With Customers“ (“Topic 606”) effective August 1, 2018. The results of applying Topic 606 using the modified retrospective approach are expected to be insignificant and will not have a material impact on our consolidated financial condition, results of operations, cash flows, business process, controls or systems.


This standard provides guidance for the recognition, measurement and disclosure of revenue from contracts with customers and supersedes previous revenue recognition guidance under U.S. GAAP.


In accordance with Accounting Standards Codification Topic 606, revenue is recognized when the following criteria are met:

-

Identification of the contract, or contracts, with a customer;

-

Identification of the performance obligations in the contract;

-

Determination of the transaction price;

-

Allocation of the transaction price to the performance obligations in the contract; and

-

Recognition of revenue when, or as, we satisfy performance obligation.


Property and Equipment and Depreciation Policy


Property and equipment are stated at cost and depreciated on the straight line method over the estimated life of the asset, which is 3 years.

As of July 31, 2018, we had total net property and equipment of $5,695 and the total accumulated depreciation was $3,305. As of July 31, 2017, we had total net property and equipment of $5,994 and the total accumulated depreciation was $506.



Property and equipment as of July 31, 2018 and July 31, 2017 consisted of the following:

 

 July 31, 2018

July 31, 2017

Equipment and Computer

$  9,000

$   6,500

Accumulated depreciation

(3,305)

(506)

Total property and equipment

$ 5,695

$ 5,994


Depreciation expense was $2,799 and $506 for the years ended July 31, 2018 and 2017, respectively.



NOTE 3 – 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. The Company had accumulated deficit of $15,825 as of July 31, 2018.  The Company currently has losses 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. These financial statements do not include any adjustments related to the recovery or classification of assets or the amounts and classifications of liabilities that might be necessary should the company be unable to continue as going concern.


F-8



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NOTE 4 – CAPTIAL STOCK


The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.  Upon formation, the Company issued 8,000,000 shares of its common stock to the director at $0.001 per share for total proceeds of $8,000. The $8,000 was treated as a subscription receivable until paid during the year ended July 31, 2017. For the year ended July 31, 2017, the Company issued 370,000 shares of its common stock at $0.01 per share for total proceeds of $3,700. For the year ended July 31, 2018, the Company issued 2,141,000 of its common stock at $0.01 for total proceeds of $21,410.


As of July 31, 2018, the Company had 10,511,000 shares issued and outstanding.


NOTE 5 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


Since March 31, 2016 (Inception) through July 31, 2018, the Company’s sole officer and director loaned the Company $1,064 to pay for incorporation costs and operating expenses.  As of July 31, 2018, the amount outstanding was $1,064. The loan is non-interest bearing, due upon demand and unsecured.



NOTE 6. INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the year ended  July 31, 2017 and 21% for the year ended July 31, 2018  to the company’s effective tax rate is as follows: 

 

 

2018

2017

Tax benefit at U.S. statutory rate

$ (2,212)

(786)

Change in valuation allowance

2,212

786

 

$     -

-



The Company has approximately $ 15,825 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2038. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred 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 tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.


NOTE 7 - SUBSEQUENT EVENTS


In accordance with ASC 855-10 management has performed an evaluation of subsequent events from July 31, 2018 through the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.



F-9



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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


On January 17, 2018 (the “Resignation Date”) Pritchett, Siler and Hardy P.C. (“PSH”) resigned as our the independent registered public accounting firm. On January 26, 2018, the Company engaged Haynie & Company, Salt Lake City, Utah, as its new independent registered public accounting firm. The change of the Company’s independent registered public accounting firm from PSH to Haynie & Company was approved unanimously by our board of directors.


ITEM 9A. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2018. Based on our management’s evaluation under the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, 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.

 A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.  We have identified a lack of segregation of duties, a lack of audit committee or independent governance/oversight, and timely communication with vendors to obtain invoices and record expenses and liabilities as material weaknesses in our internal controls over financial reporting as of the end of the fiscal year ended July 31, 2018.

Such officer also confirmed that there was no change in our internal control over financial reporting during the year July 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

  

ITEM 9B. OTHER INFORMATION


None.


PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY


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


Name and Address of Executive

Officer and/or Director

Age

Position

Marina Funt

Calle Robles, Casa 25, Quito,  Ecuador

35

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)




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Marina Funt has acted as our President, Treasurer, Secretary and sole Director since we incorporated on March 31, 2016. Ms. Funt owns 76.11% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Funt was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Ms. Funt graduated from Universidad San Francisco de Quito, Faculty of Business Administration in 2009. Since 2009 till 2013, she worked as vice director of travel agency Quito Sungate, LLC (Ecuador). In 2013 she was a co-owner of travel agency Marinex Group Corp. She resigned in 2016. We believe that Ms. Funt’s specific experience, qualifications and skills will enable to develop our business.


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


1.

Any bankruptcy petition filed by or against any business of which Ms. Funt was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.

An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Funt’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 have violated 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

1.

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.



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AUDIT COMMITTEE


We do not have an audit committee or audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.


SIGNIFICANT EMPLOYEES


Other than our director, we do not expect any other individuals to make a significant contribution to our business.


ITEM 11. EXECUTIVE COMPENSATION


The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended July 31, 2017  and July 31, 2018:


Summary Compensation Table


Name and

Principal

Position

Period

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

All Other

Compensation

($)

Total

($)

Marina Funt, President, Secretary and Treasurer

August 1, 2016 to July 31, 2017


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-

August 1, 2017 to July 31, 2018


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-




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


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.


CHANGE OF CONTROL


As of July 31, 2018, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.



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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth information as of July 31, 2018 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.


Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percent of class

Common Stock

Marina Funt

Calle Robles, Casa 25, Quito,  Ecuador

8,000,000 shares of common stock (direct)

76.11%


 

The percent of class is based on 10,511,000 shares of common stock issued and outstanding as of July 31, 2018.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The Company issued a total of 8,000,000 shares of restricted common stock to Marina Funt, our sole officer and director in consideration of $8,000 which was received on August 5, 2016. Further, Ms. Funt has advanced funds to us. As of July 31, 2018, Ms. Funt has advanced to us $1,064. The obligation to Ms. Funt does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Funt or the repayment of the funds to Ms. Funt.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


 

Year ended July 31, 2018

July 31, 2017

Principal accountant fees and services

$7,100

$7,850



During fiscal year ended July 31, 2018, we incurred approximately $7,100 in fees to our principal independent accountants Haynie & Company and Pritchett, Siler & Hardy, P.C. for professional services rendered in connection with the audit of our financial statements for the fiscal year ended July 31, 2017 and for the reviews of our financial statements for the quarters ended October 31, 2017, January 31, 2018 and April 30, 2018.

During fiscal year ended July 31, 2017, we incurred approximately $7,850 in fees to our principal independent accountants Pritchett, Siler & Hardy, P.C. for professional services rendered in connection with the audit of our financial statements for the fiscal year ended July 31, 2016 and for the reviews of our financial statements for the quarters ended October 31, 2016, January 31, 2017 and April 30, 2017.



ITEM 15. EXHIBITS


The following exhibits are filed as part of this Annual Report.


31.1 Certification of Chief Executive Officer and 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

101.INS  XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document



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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                          

                    

 


REMARO GROUP CORP.


Dated: November 13, 2018


By: /s/ Marina Funt

 

Marina Funt, President and

Chief Executive Officer and Chief Financial Officer






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