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

Form 10-Q

 


Mark One

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


For the quarterly period ended April 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 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

 (Issuer’s telephone number)




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Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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[  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ]   No[X]

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

Large accelerated filer [  ]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [X]

Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class

Outstanding as of June 14, 2017

Common Stock, $0.001

8,000,000




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REMARO GROUP CORP.


Form 10-Q



Part 1   


FINANCIAL INFORMATION

 

Item 1

Unaudited Financial Statements

4

   

   Unaudited Balance Sheets

4

      

   Unaudited Statements of Operations

5

 

   Unaudited Statements of Cash Flows

6

 

   Notes to Unaudited Financial Statements

7

Item 2.   

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

10

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12


Part II.


OTHER INFORMATION

 

Item 1   

Legal Proceedings

13

Item 1A

Risk  Factors

13

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3

Defaults Upon Senior Securities

13

Item 4

Mine Safety Disclosures

13

Item 5  

Other Information

13

Item 6      

Exhibits

14




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REMARO GROUP CORP.

BALANCE SHEETS

(UNAUDITED)

 

APRIL 30, 2017

JULY 31, 2016

ASSETS

 

 

Current Assets

 

 

 

Cash

$       7,872

$        86

 

Total current assets

7,872

86

Capital Assets

 

 

 

Equipment

4,000

-

 

Total capital assets

4,000

-

Total Assets                                                         

$       11,872

$        86

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

Loan from related parties

$      1,064

$     1,064

 

Total current liabilities

1,064

1,064

Total Liabilities

1,064

1,064

 

Stockholders’ Equity (Deficit)

  

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

 

 

8,000,000 shares issued and outstanding

8,000

8,000

 

Subscription receivable

-

(8,000)

 

Accumulated Earnings (Deficit)

2,808

(978)

Total Stockholders’ Equity (Deficit)

10,808

(978)

 

 

 

Total Liabilities and Stockholders’ Equity

$       11,872

$        86        



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




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REMARO GROUP CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

THREE-MONTH PERIOD ENDED APRIL 30, 2017

FOR THE PERIOD FROM MARCH 31, 2016 (INCEPTION) TO APRIL 30, 2016

NINE-MONTH PERIOD ENDED APRIL 30, 2017

Revenue

 

$    9,000

$          -

$   13,000

 

 

 

 

 

Operating expenses

 

 

 

 

 General and administrative expenses

 

3,752

814

9,214

Net income (loss) from operations

 

5,248

(814)

3,786

Income (loss) before provision for income taxes

 

5,248

(814)

3,786

 

 

 

 

 

Provision for income taxes

 

-

-

-

 

 

 

 

 

Net income (loss)

 

$     5,248

$      (814)

$   3,786

 

 

 

 

 

Income (loss) per common share:

 Basic and Diluted

 

$    (0.00)

$     (0.00)

$    (0.00)

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

8,000,000

-

8,000,000


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





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REMARO GROUP CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

NINE-MONTH PERIOD ENDED APRIL 30, 2017

FOR THE PERIOD FROM MARCH 31, 2016 (INCEPTION) TO APRIL 30, 2016

Cash flows from Operating Activities

 

 

 

 

Net income (loss)

 

$          3,786

   $   (814)

 

Net cash provided by operating activities

 

3,786

(814)

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

   Purchase of fixed assets

 

$        (4,000)

-

  Net cash used in investing activities

 

(4,000)

-

 

 

 

 

Cash flows from Financing Activities

 

 

 

 

Proceeds from sale of common stock

 

8,000

-

 

Proceeds of loan from shareholder

 

-

914

 

Net cash provided by financing activities

 

8,000

914

Net increase in cash and equivalents

 

7,786

100

Cash and equivalents at beginning of the period

 

86

-

Cash and equivalents at end of the period

 

$           7,872

$     100

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

 

$                -

$       -

 

Taxes                                                                                           

 

$                -

$       -



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



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REMARO GROUP CORP.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED APRIL 30, 2017

(UNAUDITED)


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’s aim is to offer the services of a freelance local guide, known also as a pointman (hereinafter referred as ‘guide’ or ‘local guide’). The Company’s tours are expected to operate 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 April 30, 2017 the Company's bank deposits did not exceed the insured amounts.




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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 April 30, 2017, 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.


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 a have a material impact on our financial position, operations or cash flows.


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.


As of April 30, 2017, the Company had 8,000,000 shares issued and outstanding.



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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 April 30, 2017, the Company’s sole officer and director loaned the Company $1,064 to pay for incorporation costs and operating expenses.  As of April 30, 2017, the amount outstanding was $1,064. The loan is non-interest bearing, due upon demand and unsecured.


NOTE 6 - SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to April 30, 2017 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.




FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q 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.





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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


General

 

We are a touristic agency, currently located in Ecuador, that seeks tour guides for individual or group tours in particular localities. We aim to 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 plan to 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.


RESULTS OF OPERATIONS


Three Months Period Ended April 30, 2017 compared to the period from March 31, 2016 (Inception) to April 30, 2016


Revenue


During the three months period ended April 30, 2017 we have generated $9,000 in revenue compared to none during the period from Inception March 31, 2016 to April 30, 2016.


Operating Expenses


During the three month period ended April 30, 2017, we incurred $3,752 general and administrative expenses compared to $814 during the period from March 31, 2016 (Inception) to April 30, 2016. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.


Net Income


Our net income for the three months period ended April 30, 2017 was $5,248 compared to net loss of $814 during the period from March 31, 2016 (Inception) to April 30, 2016.




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Nine Months Period Ended April 30, 2017


Revenue


During the nine month period ended April 30, 2017 we have generated $13,000 in revenue.


Operating Expenses


During the nine month period ended April 30, 2017, we incurred $9,214 general and administrative expenses. General and administrative expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.


Net Income


Our net income for the nine months period ended April 30, 2017 was $3,786.



LIQUIDITY AND CAPITAL RESOURCES


As of April 30, 2017


As of April 30, 2017 our total assets were $11,872 compared to $86 in total current assets at July 31, 2016. As of April 30, 2017  and July 31, 2016 our current liabilities were $1,064.


Stockholders’ equity was $10,808 as of April 30, 2017 compared to stockholders’ deficit of $978 as of July 31, 2016.   


Cash Flows from Operating Activities



For the nine months ended April 30, 2017, cash flow provided by operating activities was $3,786 consisting entirely of a net income of $3,786. Net cash flows used in operating activities was $814 for the period from Inception (March 31, 2016) to April 30, 2016 consisting entirely of a net loss of $814.



Cash flows from Investing Activities


For the nine months ended April 30, 2017, cash flow used in investing activities was $4,000.


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended April 30, 2017 net cash provided by financing activities was $8,000 from proceeds from sale of common stock compared to $914 from proceeds from the loan for the period from Inception (March 31, 2016) to April 30, 2016.




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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 three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


MATERIAL COMMITMENTS


As of the date of this Quarterly 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 Quarterly 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, 2016 financial statements contains 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.




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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.


ITEM 4.  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 April 30, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine month period ended April 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




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PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.


ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


No unregistered shares were sold during the three month period ended April 30, 2017.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No senior securities were issued and outstanding during nine month period ended April 30, 2017.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable to our Company.


ITEM 4. OTHER INFORMATION


None.


ITEM 5. EXHIBITS


Exhibits:

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: June 14, 2017

By:/s/Marina Funt

 

Marina Funt, President and Chief Executive Officer and Chief Financial Officer





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