STOCK TITAN

Oyocar Group (OYCG) reports quarterly loss, low cash and going-concern doubt

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Oyocar Group Inc. reported a small, early-stage balance sheet for the quarter ended November 30, 2025, with total assets of $16,968, down from $43,180 at August 31, 2025. Cash and cash equivalents declined to $12,315 from $40,630, reflecting continued operating cash use.

The company generated no reported revenue and recorded a net loss of $15,237 for the quarter, narrower than the $30,973 loss a year earlier. Accumulated deficit reached $78,479, and stockholders’ equity fell to $551 from $15,788 at August 31, 2025.

Oyocar, which sells used automobiles in the United States and Dominican Republic, disclosed that its auditors and management see substantial doubt about its ability to continue as a going concern without additional financing. As of December 30, 2025, it had 15,337,250 common shares outstanding and relied on a $15,892 non‑interest loan from its sole officer and director. Management also concluded its disclosure controls and procedures were not effective.

Positive

  • None.

Negative

  • Substantial doubt about going concern: Management and auditors state there is substantial doubt about Oyocar Group Inc.’s ability to continue as a going concern due to ongoing losses and limited capital.
  • Severe erosion of equity: Stockholders’ equity fell to $551 as of November 30, 2025, down from $15,788 at August 31, 2025, leaving the company with almost no balance-sheet cushion.
  • Declining cash and continued cash burn: Cash decreased from $40,630 to $12,315 during the quarter, with $28,315 of net cash used in operating activities and no cash provided by financing.
  • Reliance on related-party funding: The business relies on a non‑interest, demand loan of $15,892 from its sole officer and director, with no formal commitment for continued support.
  • Material weakness in disclosure controls: The principal executive and financial officer concluded that disclosure controls and procedures were not effective for the period covered.

Insights

Oyocar shows shrinking cash, minimal equity, and a going-concern warning.

Oyocar Group Inc. ended the quarter with total assets of $16,968 and total liabilities of $16,417, leaving stockholders’ equity of only $551. Cash dropped to $12,315 from $40,630 at August 31, 2025, driven by operating cash outflows of $28,315 in the three-month period.

The company reported a quarterly net loss of $15,237, bringing accumulated deficit since inception to $78,479 as of November 30, 2025. Management and auditors highlighted “substantial doubt” about the ability to continue as a going concern, and the business currently depends on a non‑interest, on-demand related-party loan of $15,892.

The report notes that additional capital is expected to come from management, significant shareholders, and potential equity or debt financing. With no lines of credit and disclosure controls deemed not effective as of this quarter, future viability appears closely tied to successful external fundraising and improvement in operations over upcoming reporting periods.

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 FORM 10-Q 

Mark One

 

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

 

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2025

 

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.  333-275980

 

OYOCAR GROUP INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

 

98-1742455

(IRS Employer Identification Number)

 

5521

(Primary Standard Industrial Classification Code Number) 

 

Oyocar Group Inc.

Colinas Marinas, Marbellas, Villa 10

Sosua, Dominican Republic 57000

Tel. 829-859-0389

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

 

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 ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

Emerging growth company

Smaller reporting 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. YES     NO ☒

 

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

 

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

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐  No ☐

 

Applicable Only to Corporate Registrants

 

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

 

Class                   

Outstanding as of December 30, 2025

Common Stock, $0.001

15,337,250

 

 

 

 

 

OYOCAR GROUP INC.

 

 

 

 

 

 

 

 

Part I

Financial information

 

3

 

Item 1

Financial statements (unaudited)

 

 

 

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 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

 

 

Signatures

 

15

 

 

 
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PART I. FINANCIAL INFORMATION

 

OYOCAR GROUP INC.

BALANCE SHEETS

 

 

 

NOVEMBER 30,

 2025

Unaudited

 

 

AUGUST 31,

 2025

Audited

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$12,315

 

 

$40,630

 

Prepaid expenses

 

 

2,300

 

 

 

-

 

Total current assets

 

 

14,615

 

 

 

40,630

 

 

 

 

 

 

 

 

 

 

Non-Current Assets

 

 

 

 

 

 

 

 

Computer and Software

 

$2,353

 

 

$2,550

 

Total non-current assets

 

 

2,353

 

 

 

2,550

 

TOTAL ASSETS

 

$16,968

 

 

$43,180

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Advances from related party

 

$15,892

 

 

$15,892

 

Accounts payable

 

 

525

 

 

 

11,500

 

Total current liabilities

 

 

16,417

 

 

 

27,392

 

Total Liabilities

 

 

16,417

 

 

 

27,392

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

Common stock, $0.001 par value, 75,000,000 shares authorized; 15,337,250 shares issued and outstanding

 

 

15,337

 

 

 

15,337

 

Additional paid-in-capital

 

 

63,693

 

 

 

63,693

 

Accumulated deficit

 

 

(78,479)

 

 

(63,242)

Total Stockholders’ Equity

 

 

551

 

 

 

15,788

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$16,968

 

 

$43,180

 

 

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

 

 
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OYOCAR GROUP INC.

STATEMENTS OF OPERATIONS

Unaudited

 

 

 

Three months ended November 30,

2025

 

 

Three months ended November 30,

2024

 

OPERATING EXPENSES

 

 

 

 

 

 

General and administrative expenses

 

 

15,237

 

 

 

30,973

 

Total operating expenses

 

 

(15,237)

 

 

(30,973)

Loss before provision for income taxes

 

 

(15,237)

 

 

(30,973)

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(15,237)

 

$(30,973)

 

 

 

 

 

 

 

 

 

Loss per common share:

Basic and Diluted

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding:

Basic and Diluted

 

 

15,337,250

 

 

 

15,337,250

 

 

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

 

 
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OYOCAR GROUP INC.

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD ENDED NOVEMBER 30, 2024 AND NOVEMBER 30, 2025

Unaudited

 

 

 

Common Stock

 

 

Common Stock

 

 

Additional

 Paid-In-

 

 

Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Subscribed

 

 

Capital

 

 

Deficit

 

 

Total

 

Balances as of August 31, 2024

 

 

15,337,250

 

 

$15,337

 

 

$-

 

 

$63,693

 

 

$(24,588)

 

 

54,442

 

Net loss for the period ended

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(30,973)

 

 

(30,973)

Balances as of November 30, 2024

 

 

15,337,250

 

 

$11,985

 

 

$0

 

 

$63,693

 

 

$(55,561)

 

$23,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of August 31, 2025

 

 

15,337,250

 

 

$15,337

 

 

$-

 

 

$63,693

 

 

$(63,242)

 

$15,788

 

Net loss for the period ended

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(15,237)

 

 

(15,237)

Balances as of November 30, 2025

 

 

15,337,250

 

 

$11,985

 

 

$0

 

 

$63,693

 

 

$(78,479)

 

$551

 

 

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

 

 
5

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OYOCAR GROUP INC.

STATEMENT OF CASH FLOWS

Unaudited

 

 

 

Three months ended November 30,

2025

 

 

Three months ended November 30,

 2024

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(15,237)

 

$(30,973)

Amortization

 

 

197

 

 

 

197

 

Increase (Decrease) in Prepaid Sales

 

 

-

 

 

 

10,230

 

Decrease (Increase) in Operating Assets:

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

-

 

 

 

2,259

 

Inventory

 

 

-

 

 

 

(58,816)

Prepaid Expenses

 

 

(2,300)

 

 

26,782

 

Increase (Decrease) in Operating liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

 

(10,975)

 

 

10,925

 

Net cash used in operating activities

 

 

(28,315)

 

 

(39,396)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from related party

 

 

-

 

 

 

-

 

Proceeds from shares subscribed

 

 

-

 

 

 

-

 

Proceeds from issuance of common stock

 

 

-

 

 

 

-

 

Net cash provided by financing activities

 

 

-

 

 

 

-

 

Change in cash and equivalents

 

 

(28,315)

 

 

(39,396)

Cash and equivalents at beginning of the period

 

 

40,630

 

 

 

42,620

 

Cash and equivalents at end of the period

 

 

12,315

 

 

$3,224

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH ACTIVITIES:

 

$-

 

 

$-

 

 

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

 

 
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Table of Contents

 

OYOCAR GROUP INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED NOVEMBER 30, 2025

 

NOTE 1 – ORGANIZATION AND BUSINESS

 

OYOCAR GROUP INC. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on July 10, 2023. The Company is in the business of selling used automobiles in the USA and Dominican Republic.

 

The Company has adopted a August 31 fiscal year end.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements as of November 30, 2025 have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception (July 10, 2023) to November 30, 2025 of $(78,479). These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time. 

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – 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. As of November 30, 2025, the company has $12,315 in the bank account.

 

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.

 

Fair Value of Financial Instruments

 

Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2025.

 

 
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Table of Contents

 

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accounts payable and advances from related party. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Income Taxes

 

Income taxes are provided in accordance with ASC 740, “Accounting for Income Taxes”.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services.

 

Revenue is recognized when the following criteria are met:

 

 

-

Identification of the contract, or contracts, with 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.

 

Earnings per Share

 

The company adheres to the provision of ASC 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

 

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding.  Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

 

NOTE 4 – CAPITAL STOCK

 

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

 

As of November 30, 2025, the Company had 15,337,250 shares issued and outstanding.

 

 
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NOTE 5 – FIXED ASSETS, NET

 

Fixed assets at November 30, 2025, are summarized as follows:

 

 

 

Estimated Useful

 Life (In years)

 

 

November 30,

2025

 

Website

 

 

5

 

 

 

3,500

 

Computer

 

 

5

 

 

 

440

 

 

 

 

 

 

 

 

3,940

 

 

 

 

 

 

 

 

 

 

Less: Accumulated depreciation

 

 

 

 

 

 

(1,588)

 

 

 

 

 

 

$2,352

 

 

NOTE 6 – 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 July 10, 2023 (Inception) through November 30, 2025, the Company’s sole officer and director loaned the Company $15,892. As of November 30, 2025, the amount outstanding was $15,892. The loan is non-interest bearing, due upon demand and unsecured.

 

NOTE 7 –  SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from November 30, 2025 to December 30, 2025 and has determined that there are no items to disclose.

 

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

 

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.

 

DESCRIPTION OF BUSINESS

 

We were incorporated in the State of Nevada on July 10, 2023.We are in the business of selling used cars sourced from the United States to customers in both the USA and the Dominican Republic. Our services encompass inspecting the cars, making necessary repairs, handling shipping logistics, and managing customs clearance when required.

 

 
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RESULTS OF OPERATIONS

 

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

 

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

 

As of November 30, 2025, our total assets were $16,968 compared to $43,180 in total assets at August 31, 2025. As of November 30, 2025, our total liabilities were $16,417 compared to $27,392 in total liabilities at August 31, 2025.

 

Stockholders’ equity was $551 as of November 30, 2025 compared to $15,788 as of August 31, 2025.

 

Three Month Period Ended November 30, 2025 compared to Three Month Period Ended November 30, 2024

 

Operating Expenses

 

During the three-month period ended November 30, 2025, we incurred total operating expenses of $15,237, compared to $30,973 during the three-month period ended November 30, 2024. General and administrative and professional fee 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-month period ended November 30, 2025 was $15,237, compared to $30,973 during the three-month period ended November 30, 2024.

 

Cash Flows used by Operating Activities

 

For the three-month period ended November 30, 2025, net cash flows used in operating activities were $28,315 comprised of net loss of $15,237 and depreciation expense of $197, increase in prepaid expenses of $2,300, and decrease in accounts payable $10,975.

 

For the three-month period ended November 30, 2024, net cash flows used in operating activities were $39,396 comprised of net loss of $30,973 and depreciation expense of $197, increase in prepaid sales of $10,320, decrease in accounts receivables of $2,259 increase in inventory of $58,816 and increase in prepaid expenses of $26,782, increase in accounts payable $10,925.

 

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) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) 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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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 registered public accounting firm auditors' report accompanying our August 31, 2025 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.  Management has a disclosure in the financial statements to this effect as well. 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 information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

 

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the three-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the three-month period ended November 30, 2025.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
13

Table of Contents

 

ITEM 6. 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

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

 
14

Table of Contents

 

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.

 

 

OYOCAR GROUP INC.

 

 

 

 

 

Dated: January 5, 2026

By:

/s/ Jonathan Rafael Perez Peralta 

 

 

 

Jonathan Rafael Perez Peralta,

President and Chief Executive Officer and Chief Financial Officer

 

 

 
15

 

FAQ

What business does Oyocar Group Inc. (OYCG) operate in?

Oyocar Group Inc. is a Nevada corporation incorporated on July 10, 2023. The company is in the business of selling used automobiles sourced from the United States to customers in both the USA and the Dominican Republic, including inspection, repairs, shipping logistics, and customs clearance when required.

What were Oyocar Group Inc. (OYCG)’s key financial results for the quarter ended November 30, 2025?

For the three months ended November 30, 2025, Oyocar reported a net loss of $15,237, compared with a net loss of $30,973 for the same period in 2024. Total assets were $16,968 and total liabilities were $16,417, resulting in stockholders’ equity of $551 at quarter end.

How much cash does Oyocar Group Inc. (OYCG) have, and what is its cash burn?

As of November 30, 2025, Oyocar held $12,315 in cash and cash equivalents, down from $40,630 at August 31, 2025. Net cash used in operating activities during the three-month period was $28,315, reflecting the company’s ongoing operating cash burn.

Does Oyocar Group Inc. (OYCG) face a going-concern risk?

Yes. The financial statements state that accumulated losses of $78,479 since inception and insufficient revenue raise substantial doubt about the company’s ability to continue as a going concern. The auditors’ report on the August 31, 2025 financial statements also contained an explanatory paragraph on this issue.

How is Oyocar Group Inc. (OYCG) currently financed?

The company has 75,000,000 authorized common shares and 15,337,250 shares issued and outstanding as of November 30, 2025. Since inception through that date, its sole officer and director has loaned the company $15,892 on a non‑interest, unsecured, demand basis. Management indicates it expects to fund working capital needs through additional equity or debt financing.

Are Oyocar Group Inc. (OYCG)’s disclosure controls considered effective?

No. The principal executive officer and principal financial and accounting officer concluded that disclosure controls and procedures were not effective as of the end of the quarter covered, although there were no changes in internal control over financial reporting that materially affected, or were reasonably likely to materially affect, such controls during the period.