BOOMER HOLDINGS, INC. - Quarter Report: 2019 October (Form 10-Q)
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form 10-Q
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Mark One
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2019
[ ] 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
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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 [X]
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 December 5, 2019 |
| Common Stock, $0.001 | 10,511,000 |
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REMARO GROUP CORP.
Form 10-Q
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Part 1 |
FINANCIAL INFORMATION |
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| Item 1 | Unaudited Financial Statements |
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| Unaudited Balance Sheets | 4 |
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| Unaudited Statements of Operations | 5 |
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| Unaudited Statements of Cash Flows | 6 |
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| Notes to Unaudited Financial Statements | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4. | Controls and Procedures | 13 |
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Part II. |
OTHER INFORMATION |
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| Item 1 | Legal Proceedings | 13 |
| Item 1A | Risk Factors | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3 | Defaults Upon Senior Securities | 14 |
| Item 4 | Mine Safety Disclosures | 14 |
| Item 5 | Other Information | 14 |
| Item 6 | Exhibits | 14
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| REMARO GROUP CORP. BALANCE SHEETS
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| October 31, 2019 (Unaudited) | JULY 31, 2019
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| ASSETS |
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| Current Assets |
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| Cash | $ 183 | $ 433 |
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| Total current assets | 183 | 433 |
| Fixed Assets |
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| Equipment, net of depreciation | 1,950 | 2,699 |
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| Total fixed assets | 1,950 | 2,699 |
| Total Assets | $ 2,133 | $ 3,132 | |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
| Current Liabilities
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| Accounts Payable | $ - | $ - |
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| Loan from related parties | 8,115 | 5,664 |
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| Total current liabilities | 8,115 | 5,664 |
| Total Liabilities | 8,115 | 5,664 | |
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| Commitment and contingencies | $ - | $ - | |
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Stockholders’ Equity |
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| Common stock, $0.001 par value, 75,000,000 shares authorized; |
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| 10,511,000 shares issued and outstanding | 10,511 | 10,511 |
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| Additional paid-in capital | 22,599 | 22,599 |
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| Accumulated Earnings/(Deficit) | (39,092) | (35,642) |
| Total Stockholders’ Equity/ (Deficit) | (5,982) | (2,532) | |
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| Total Liabilities and Stockholders’ Equity | $ 2,133 | $ 3,132 | |
The accompanying notes are an integral part of these unaudited financial statements.
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| REMARO GROUP CORP. STATEMENTS OF OPERATIONS (UNAUDITED)
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| Three months ended October 31, 2019 | Three months ended October 31, 2018 |
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| Revenue | $ - | $ - |
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| Cost of Revenue | - | - |
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| Gross Profit | $ - | $ - |
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| Operating expenses |
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| General and administrative expenses | 3,450 | 4,499 |
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| Net income (loss) from operations | (3,450) | (4,499) |
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| Net income (loss) | $(3,450) | $ (4,499) |
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| Income (loss) per common share: Basic and Diluted | $ (0.00) | $ (0.00) |
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| Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 10,511,000 | 10,511,000 |
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The accompanying notes are an integral part of these unaudited financial statements.
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| REMARO GROUP CORP. STATEMENTS OF CASH FLOWS (UNAUDITED) | |||
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| Three months ended October 31, 2019 | Three months ended October 31, 2018 | |
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| Net income (loss)for the period | $ (3,450) | $ (4,499) |
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| Adjustment for non-cash items; Depreciation | 749 | 749 |
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| Account Payable | - | (2,000) |
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| Net cash provided by/(used in) operating activities | (2,701) | (5,750) |
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| Cash flows from Financing Activities |
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| Proceeds of loan from shareholder | 2,451 | - |
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| Net cash provided by/(used in)financing activities | 2,451 | - |
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| Net increase/(decrease) in cash and equivalents | (250) | (5,750) | |
| Cash and equivalents at beginning of the period | 433 | 14,654 | |
| Cash and equivalents at end of the period | $ 183 | $ 8,904 | |
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| Supplemental cash flow information: |
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| Non-cash Investing and Financing activities |
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| Cash paid for: |
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| Interest | $ - | $ - |
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| Taxes | $ - | $ - |
The accompanying notes are an integral part of these unaudited financial statements.
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REMARO GROUP CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED OCTOBER 31, 2019 AND OCTOBER 31, 2018
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 a July 31 fiscal year end.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at October 31, 2019 and for the related periods presented.
The results for the three months ended October 31, 2019 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report for the year ended July 31, 2019, filed with the Securities and Exchange Commission.
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 October 31, 2019 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.
Basic Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted 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. For the period ended October 31, 2019 and 2018 there were no potentially dilutive common shares outstanding.
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Stock-Based Compensation
As of October 31, 2019, 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 adopted ASC 606, “Revenue From Contracts With Customers“ (“Topic 606”) effective August 1, 2018. Adoption on this standard did not have a material impact on the Company's financial statements, business process, controls and 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.
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REMARO GROUP CORP.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED OCTOBER 31, 2019 AND OCTOBER 31, 2018
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.
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 October 31, 2019, we had total net property and equipment of $1,950 and the total accumulated depreciation was $7,050. As of July 31, 2019, we had total net property and equipment of $2,699 and the total accumulated depreciation was $6,301.
| Property and equipment as of October 31, 2019 and July 31, 2019 consisted of the following: | ||
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| October 31, 2019 | July 31, 2019 |
| Equipment and Computer | $ 9,000 | $ 9,000 |
| Accumulated depreciation | (7,050) | (6,301) |
| Total property and equipment | $ 1,950 | $ 2,699 |
Depreciation expense was $749 for the three months ended October 31, 2019 and 2018.
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 losses of $39,092 as of October 31, 2019. Accordingly, 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. 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. The 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.
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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. There were no issuances during the three month Period Ended October 31, 2019.
As of October 31, 2019, 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 October 31, 2019, the Company’s sole officer and director loaned the Company $8,115 to pay for incorporation costs and operating expenses. As of October 31, 2019, the amount outstanding was $8,115. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 6. SUBSEQUENT EVENTS
In accordance with ASC 855-10 management has performed an evaluation of subsequent events from October 31, 2019 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.
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 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.
RESULTS OF OPERATIONS
Three Month Period Ended October 31, 2019 compared to Three Months Period Ended October 31, 2018
Revenue
During the three month periods ended October 31, 2019 and October 31, 2018 we have not generated any revenue.
Operating Expenses
During the three month period ended October 31, 2019, we incurred $3,450 general and administrative expenses compared to $4,499 during the three month period ended October 31, 2018. 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 three months period ended October 31, 2019 was $3,450 compared to net loss of $4,499 during the three month period ended October 31, 2018.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2019
As of October 31, 2019, our total assets were $2,133 compared to $3,132 in total assets at July 31, 2019. As of October 31, 2019, our current liabilities were $8,115, compared to $5,664 as of July 31, 2019.
Stockholders’ deficit was $5,982 as of October 31, 2019 compared to $2,532 as of July 31, 2019.
Cash Flows from Operating Activities
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For the three months ended October 31, 2019, cash flows used in operating activities was $2,701 consisting of a net loss of $3,450 and depreciation expenses of $749. Net cash flows provided by operating activities was $5,750 for the three month period ended October 31, 2018, consisting of a net loss of $4,499, depreciation expenses of $749 and decrease in accounts paybale of $2,000.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended October 31, 2019 net cash provided by financing activities was $2,451 received from the loan from shareholder compared to $-0- for the three month period ended October 31, 2018.
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.
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.
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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, 2019 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.
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
Evaluation of Disclosure Controls and Procedures
Under the supervision and with participation of our management, including our Chief Executive Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15e)) as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.
Changes in Internal Financial Controls
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed quarter that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.
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.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No unregistered shares were sold during the three month period ended October 31, 2019.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No senior securities were issued and outstanding during three month period ended October 31, 2019.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our Company.
None.
ITEM 6. EXHIBITS
Exhibits:
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.
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| REMARO GROUP CORP. |
| Dated: December 5, 2019 | By:/s/Marina Funt |
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| Marina Funt, President and Chief Executive Officer and Chief Financial Officer |
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