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  4. [10-Q] Oyocar Group Inc. Quarterly Earnings Report

Oyocar Group (OYCG) faces going concern after Q3 loss, cash drain

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

Rhea-AI Filing Summary

Oyocar Group Inc., a Nevada-based used car seller operating in the USA and Dominican Republic, reported no revenue for the three- and nine-month periods ended May 31, 2026, compared with $20,110 and $64,195 in the respective prior-year periods. The company recorded a net loss of $3,832 for the quarter and $26,361 for the nine months, versus losses of $1,198 and $34,465 a year earlier.

As of May 31, 2026, total assets were $1,933, total liabilities were $12,506, and stockholders’ equity was a deficit of $10,573, compared with positive equity of $15,788 at August 31, 2025. Cash and cash equivalents were $(26), and the company had a non-interest-bearing, unsecured related-party loan of $12,506 from its sole officer and director. Accumulated losses since inception totaled $89,603.

Management states that these conditions raise substantial doubt about the company’s ability to continue as a going concern and plans to seek additional capital from insiders and external equity or debt financing. Net cash used in operating activities was $37,270, and cash used in financing activities was $3,386, reflecting repayments of the related-party loan. Management also concluded that disclosure controls and procedures were not effective for the period.

Positive

  • None.

Negative

  • Going concern risk: accumulated deficit of $89,603, no current revenue and minimal assets led management to state there is substantial doubt about the company’s ability to continue as a going concern.
  • Revenues fell to zero: the company reported $0 revenue for the nine months ended May 31, 2026, compared with $64,195 in the prior-year period, indicating a complete halt in sales activity.
  • Balance sheet deterioration: stockholders’ position shifted from equity of $15,788 at August 31, 2025 to a deficit of $10,573 at May 31, 2026, with total assets only $1,933 and liabilities of $12,506.
  • Weak liquidity and controls: cash and equivalents were $(26) at period end, the company relies on a related-party loan of $12,506, and management concluded disclosure controls and procedures were not effective.
Total assets $1,933 As of May 31, 2026
Total liabilities $12,506 As of May 31, 2026
Stockholders’ equity (deficit) $(10,573) As of May 31, 2026
Revenue $0 Nine months ended May 31, 2026
Net loss $26,361 Nine months ended May 31, 2026
Net cash used in operating activities $37,270 Nine months ended May 31, 2026
Advances from related party $12,506 Non-interest-bearing, unsecured loan due on demand as of May 31, 2026
Shares outstanding 15,337,250 Common stock issued and outstanding as of May 31, 2026
going concern financial
"These factors among others raise substantial doubt about the ability of the company to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
additional paid-in-capital financial
"Additional paid-in-capital $ 63,693"
smaller reporting company regulatory
"As a "smaller reporting company" as defined by Item 10 of Regulation S-K"
A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.
off-balance sheet arrangements financial
"we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect"
Off-balance sheet arrangements are financial commitments, assets, or liabilities that a company keeps outside its main financial statements so they do not show up as part of its reported assets or debts. Think of them like a household using a long-term rental or guaranty that doesn’t appear on the credit card bill: they can hide future costs or risks, so investors watch them to understand the company’s true obligations and potential impact on cash flow and creditworthiness.
disclosure controls and procedures regulatory
"have concluded that the disclosure controls and procedures were not effective to ensure that material information"
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.
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FAQ

What were Oyocar Group (OYCG)'s revenue and net loss for the nine months ended May 31, 2026?
Oyocar Group reported $0 revenue and a net loss of $26,361 for the nine months ended May 31, 2026, compared with revenue of $64,195 and a net loss of $34,465 in the same period of 2025, reflecting halted sales but somewhat lower operating expenses.

What does the going concern disclosure mean for Oyocar Group (OYCG)?
Management states that conditions raise substantial doubt about Oyocar Group’s ability to continue as a going concern, citing an accumulated deficit of $89,603, no current revenue, very limited assets, and the need for additional capital from insiders and external financing sources.

What is Oyocar Group (OYCG)'s financial position as of May 31, 2026?
As of May 31, 2026, Oyocar Group had total assets of $1,933 and total liabilities of $12,506, resulting in a stockholders’ deficit of $10,573. Cash and equivalents were $(26), and a non-interest-bearing related-party loan from the sole officer and director totaled $12,506.

How is Oyocar Group (OYCG) funding its operations?
Oyocar Group is funding operations primarily through advances from a related party and past equity placements. During the nine months ended May 31, 2026, it used $37,270 of cash in operating activities and $3,386 in financing activities, the latter reflecting repayments on the related-party loan.

Did Oyocar Group (OYCG) identify any issues with its internal controls?
Yes. The company’s principal executive and financial officer concluded that disclosure controls and procedures were not effective for the period ended May 31, 2026, meaning processes to ensure timely, accurate reporting did not function as intended, although no specific misstatements were separately disclosed.

How many Oyocar Group (OYCG) common shares are outstanding and what is the capital structure?
Oyocar Group is authorized to issue 75,000,000 common shares at $0.001 par value and had 15,337,250 common shares issued and outstanding as of May 31, 2026. Additional paid-in capital totaled $63,693, with an accumulated deficit of $89,603 producing a stockholders’ deficit.

 

 

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 MAY 31, 2026

 

☐   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 July 14, 2026

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

 

13

 

Item 4

Controls and procedures

 

13

 

Part II

Other Information

 

 14

 

Item 1

Legal proceedings

 

14

 

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

 

15

 

 

Signatures

 

16

 

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

     

OYOCAR GROUP INC.

BALANCE SHEETS

 

 

 

MAY 31, 2026

Unaudited

 

 

AUGUST 31, 2025

Audited

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$(26)

 

$40,630

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

(26)

 

 

40,630

 

 

 

 

 

 

 

 

 

 

Non-Current Assets

 

 

 

 

 

 

 

 

Computer and Software

 

$1,959

 

 

$2,550

 

Total non-current assets

 

 

1,959

 

 

 

2,550

 

TOTAL ASSETS

 

$1,933

 

 

$43,180

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

Advances from related party

 

$12,506

 

 

$15,892

 

Accounts payable

 

 

-

 

 

 

11,500

 

Total current liabilities

 

 

12,506

 

 

 

27,392

 

Total Liabilities

 

 

12,506

 

 

 

27,392

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

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

 

 

(89,603)

 

 

(63,242)

Total Stockholders’ Equity (Deficit)

 

 

(10,573)

 

 

15,788

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

$1,933

 

 

$43,180

 

 

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

 

 
3

Table of Contents

 

OYOCAR GROUP INC.

STATEMENTS OF OPERATIONS

Unaudited

 

 

 

Three months ended May 31, 2026

 

 

Three months ended May 31, 2025

 

 

Nine months ended May 31, 2026

 

 

Nine months ended May 31, 2025

 

Revenue

 

$-

 

 

$20,110

 

 

$-

 

 

$64,195

 

Cost of goods sold

 

 

-

 

 

 

15,851

 

 

 

-

 

 

 

57,813

 

Gross profit

 

 

-

 

 

 

4,259

 

 

 

-

 

 

 

6,382

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$3,832

 

 

$5,457

 

 

$26,361

 

 

$40,847

 

Total operating expenses

 

 

(3,832)

 

 

(5,457)

 

 

(26,361)

 

 

(40,847)

Loss before provision for income taxes

 

 

(3,832)

 

 

(1,198)

 

 

(26,361)

 

 

(34,465)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(3,832)

 

$(1,198)

 

$(26,361)

 

$(34,465)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

15,337,250

 

 

 

15,337,250

 

 

 

15,337,250

 

 

 

15,337,250

 

 

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

 

 
4

Table of Contents

 

OYOCAR GROUP INC.

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIODS ENDED MAY 31, 2025 AND MAY 31, 2026

Audited

 

 

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

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(30,973)

 

 

(30,973)

Balances as of November 30, 2024

 

 

15,337,250

 

 

$15,337

 

 

$0

 

 

$63,693

 

 

$(55,561)

 

$23,469

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

(2,294)

 

 

(2,294)

Balances as of February 28, 2025

 

 

15,337,250

 

 

$15,337

 

 

$0

 

 

$63,693

 

 

$(57,855)

 

$21,175

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

(1,198)

 

 

(1,198)

Balances as of May 31, 2025

 

 

15,337,250

 

 

$15,337

 

 

$0

 

 

$63,693

 

 

$(59,053)

 

$19,977

 

 

Balances as of August 31, 2025

 

 

15,337,250

 

 

$15,337

 

 

$-

 

 

$63,693

 

 

$(63,242)

 

$15,788

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(15,237)

 

 

(15,237)

Balances as of November 30, 2025

 

 

15,337,250

 

 

$15,337

 

 

$-

 

 

$63,693

 

 

$(78,479)

 

$551

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,292)

 

 

(7,292)

Balances as of February 28, 2026

 

 

15,337,250

 

 

$15,337

 

 

$-

 

 

$63,693

 

 

$(85,771)

 

$(6,741)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,832)

 

 

(3,832)

Balances as of May 31, 2026

 

 

15,337,250

 

 

$15,337

 

 

$-

 

 

$63,693

 

 

$(89,603)

 

$(10,573)

 

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

 

 
5

Table of Contents

 

OYOCAR GROUP INC.

STATEMENT OF CASH FLOWS

Unaudited

 

 

 

Nine months ended May 31, 2026

 

 

Nine months ended May 31, 2025

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(26,361)

 

$(34,465)

Amortization

 

 

591

 

 

 

591

 

Increase (Decrease) in Prepaid Sales

 

 

-

 

 

 

(14,664)

Decrease (Increase) in Operating Assets:

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

-

 

 

 

2,259

 

Inventory

 

 

-

 

 

 

(1,003)

Prepaid Expenses

 

 

-

 

 

 

26,782

 

Increase (Decrease) in Operating liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

 

(11,500)

 

 

10,000

 

Net cash used in operating activities

 

 

(37,270)

 

 

(10,500)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances from related party

 

 

(3,386)

 

 

-

 

Net cash used in financing activities

 

 

(3,386)

 

 

-

 

Change in cash and equivalents

 

 

(40,656)

 

 

(10,500)

Cash and equivalents at beginning of the period

 

 

40,630

 

 

 

42,620

 

Cash and equivalents at end of the period

 

$(26)

 

$32,120

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH ACTIVITIES:

 

$-

 

 

$-

 

 

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

 

 
6

Table of Contents

 

OYOCAR GROUP INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31, 2026

 

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 May 31, 2026 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 May 31, 2026 of $89,603. 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 May 31, 2026, the company has $0 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 May 31, 2026.

 

 
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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 May 31, 2026, the Company had 15,337,250 shares issued and outstanding.

 

 
8

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NOTE 5 – FIXED ASSETS, NET

 

Fixed assets at May 31, 2026, are summarized as follows:

 

 

 

Estimated Useful Life

(In years)

 

 

May 31, 2026

 

Website

 

 

5

 

 

 

3,500

 

Computer

 

 

5

 

 

 

440

 

 

 

 

 

 

 

 

3,940

 

 

 

 

 

 

 

 

 

 

Less: Accumulated depreciation

 

 

 

 

 

 

(1,981)

 

 

 

 

 

 

$1,959

 

 

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.

 

As of May 31, 2026, the Company had an outstanding balance of $12,506 on a non-interest bearing, unsecured loan due upon demand from the Company’s sole officer and director.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from May 31, 2026 to March 16, 2026 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.

 

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 May 31, 2026, our total assets were $1,933 compared to $43,180 in total assets at August 31, 2025. As of May 31, 2026, our total liabilities were $12,506 compared to $27,392 in total liabilities at August 31, 2025.

 

Stockholders’ deficit was $10,573 as of May 31, 2026 compared to stockholders’ equity of $15,788 as of August 31, 2025.

 

Three Month Period Ended May 31, 2026 compared to Three Month Period Ended May 31, 2025

 

 
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Revenue

 

During the three-month period ended May 31, 2026, the Company had $0 in revenue, compared to $20,110 during the three-month period ended May 31, 2025. During the three-month period ended May 31, 2025, the Company had in $15,851 in cost of goods sold and $4,259 in gross profit.

 

Operating Expenses

 

During the three-month period ended May 31, 2026, we incurred total operating expenses of $3,832, compared to $5,457 during the three-month period ended May 31, 2025. 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 May 31, 2026 was $3,832, compared to $1,198 during the three-month period ended May 31, 2025.

 

Nine Month Period Ended May 31, 2026 compared to Nine Month Period Ended May 31, 2025

 

Revenue

 

During the nine-month period ended May 31, 2026, the Company had $0 in revenue, compared to $64,195 during the nine-month period ended May 31, 2025. During the nine-month period ended May 31, 2025, the Company had in $57,813 in cost of goods sold and $6,382 in gross profit.

 

Operating Expenses

 

During the nine-month period ended May 31, 2026, we incurred total operating expenses of $26,361, compared to $40,847 during the nine-month period ended May 31, 2025. 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 nine-month period ended May 31, 2026 was $26,361, compared to $34,465 during the nine-month period ended May 31, 2025.

 

 
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Cash Flows used by Operating Activities

 

For the nine-month period ended May 31, 2026, net cash flows used in operating activities were $37,270 comprised of net loss of $26,361 and depreciation expense of $591, and decrease in accounts payable $11,500.

 

For the nine-month period ended May 31, 2025, net cash flows used in operating activities were $10,500 comprised of net loss of $34,465 and depreciation expense of $591, decrease in prepaid sales of $14,664, decrease in accounts receivables of $2,259 increase in inventory of $1,003, decrease in prepaid expenses of $26,782, and increase in accounts payable $10,000.

 

Cash Flows from Financing Activities

 

For the nine-month period ended May 31, 2026, cash flows used in financing activities was $3,386, compared to $0 for the nine-month period ended May 31, 2025. The amount consisted entirely of repayments of a loan to a related party.

 

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.

 

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.

 

 
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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 May 31, 2026.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None. 

 

 
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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).

 

 
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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.

 

 

OYOCAR GROUP INC.

 

 

 

 

 

Dated: July 14, 2026

By:

/s/ Jonathan Rafael Perez Peralta 

 

 

 

Jonathan Rafael Perez Peralta,

President and Chief Executive Officer and Chief Financial Officer

 

 

 
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Source: View Original Filing on SEC EDGAR