UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FormFORM 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of

For the quarterly period ended July 31, 2022April 30, 2023

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of

For the transition period from __________ to _____________________

Commission file number File Number 333-223963

Minaro Corp.PINEAPPLE EXPRESS CANNABIS COMPANY

(Exact name of registrant as specified in its charter)

(888)245-5703

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Yulia Lazaridou,

President and Chief Executive Officer

138 E 12300 S Unit #771

Draper, UT84020

Tel. 357-77788763

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)15(d) of the Securities Exchange Act of 1934 during the preceding 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 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 (X)☒ No ( )☐

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

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 7(a)(2)(B)13(a) of the SecuritiesExchange Act. (☐

 )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ( )☐ No (X)☒

As of June 22, 2023, there were 20,344,550 shares of common stock, par value $0.001, issued and outstanding.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   3,734,550 common shares issued and outstanding as of September 8, 2022.

MINARO CORP.
Table of Contents

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this quarterly report, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “might,” “will,” “should,” “goal,” “target” or “intends” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks and uncertainties are discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended January 31, 2023, filed with the Securities and Exchange Commission on May 24, 2023, as the same may be updated from time to time.

All forward-looking statements attributable to us in this Quarterly Report apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

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PART 1 – I—FINANCIAL INFORMATION

ItemITEM 1. Financial StatementsFINANCIAL STATEMENTS

The accompanying interim financial statements of Minaro Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

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Minaro Corp.PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

(f/k/a Minaro Corp.)

BALANCE SHEET

As of July 31, 2022

See accompanying notes, which are an integral part of these unaudited financial statementsstatements.

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PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

(f/k/a Minaro Corp.)

STATEMENTS OF OPERATIONS

Three and six months ended July 31,April 30, 2023 and April 30, 2022 and 2021

(Unaudited)

See accompanying notes, which are an integral part of these unaudited financial statementsstatements.

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PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

(f/k/a Minaro Corp.)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Three and six months ended July 31,April 30, 2023 and April 30, 2022 and 2021

(Unaudited)

See accompanying notes, which are an integral part of these unaudited financial statements

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PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

(f/k/a Minaro Corp.)

STATEMENTS OF CASH FLOWS

SixThree months ended July 31,April 30, 2023 and April 30, 2022 and 2021

(Unaudited)

See accompanying notes, which are an integral part of these unaudited financial statementsstatements.

PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

(f/k/a Minaro Corp.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2023

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Minaro Corp.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2022

(Unaudited)

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Pineapple Express Cannabis Company (f/k/a Minaro Corp. (“the Company”) was incorporatedis based in Los Angeles, California. The Company’s wholly owned operating subsidiary, Ananas Growth Ventures, serves as an incubator, helping early-stage ventures and startups in the State of Nevada on March 14, 2017.cannabis sector through funding, mentoring, and training. The Company is locatedalso engaged in Cyprus. Its businesslegal cannabis retail through its 50% owned equity method investee, Pineapple Consolidated Inc. (“PCI”). PCI runs Pineapple Express, a cannabis retailer and owns and manages retail cannabis ventures. PCI seeks to become a leading portfolio management company in the U.S. cannabis industry. With its headquarters in Los Angeles, Pineapple Express is production of 3D visualizations (3D exteriorrapidly increasing its footprint throughout California and is looking to scale into underdeveloped markets.

PCI has executed management contracts for commercial space and interior renderings, prototyping, 3D modeling). Minaro Corp. is going to provide our clients10% revenue sharing with the high-quality products, visualizing their thoughts and ideas. Our goal at the beginning of each new project is to reach the highest level of our client vision understandingeight entities in order to transformwhich it into stunning 3D design visualization.holds an equity interest through its wholly owned subsidiary, PNPL Holdings, Inc. Those entities are shown below:

Note 2 – GOING CONCERN

The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expensesexpenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, thereThere 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.

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with GAAP. The Company’s year-end is January 31.

Use of Estimates

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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

(f/k/a Minaro Corp.)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Equipment

Equipment is stated at cost, net of accumulated depreciation. The cost of equipment and software is depreciated using the straight-line method over one and five years and the cost of leasehold improvement is depreciated using the straight-line method over one year.year. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the equipment'sequipment’s useful life are capitalized. Equipment sold or retired, together with the related accumulated depreciation, is removed from the appropriatedappropriate accounts and the resultant gain or loss is included in net income.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASCthe Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 260 “Earnings per Share”. Basic lossincome (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (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 three months ended July 31, 2022April 30, 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.

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Minaro Corp.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2022

(Unaudited)

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”)ASC 606, “Revenue from Contracts with Customers”. ASC 606 adoption iswas adopted on February 1, 2018. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue(a) revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract(b) contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance(c) performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significantand (d) significant judgments, and changes in judgments, made in applying the requirements to those contracts. For the sixthree months ended July 31, 2022,April 30, 2023, the Company has generated $4,650 revenue. Minaro Corp. provides 3D visualizations to its clients according to the signed contracts. Revenue is recognized when the order is completed and approved by the customer.did not generate any revenues.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

PINEAPPLE EXPRESS CANNABIS COMPANY AND SUBSIDIARIES

(f/k/a Minaro Corp.)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2023

ImpactImpact of COVID-19 on the Company

The global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company’s business in the future.

The extent to which the COVID-19 outbreak ultimately impacts the Company’s business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

As a result of the impact of COVID-19 on capital markets, the availability, amount, and type of financing available to the Company in the near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors.

The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.

Note 4 – RELATED PARTY TRANSACTIONS

The Company’s sole director has loaned to the Company $76,848.is owed $112,960 from its related party equity method investee, Pineapple Consolidated, Inc. (“PCI”), as of April 30, 2023. This loan is unsecured, non-interest bearing and due on demand.

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Minaro Corp.

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2022

(Unaudited)

Note 5 – INCOME TAXESCOMMITMENTS AND CONTINGENCIES

The Company adoptedcurrently subleases office space at 10351 Santa Monica Blvd. #420, Los Angeles, CA 90025 through PCI, the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). AsCompany’s 50% owned equity method investee. The monthly rent is waived and the lease is on a result of the implementation of ASC 740,month-to-month basis while the Company recognized no increaselooks for a more permanent office location.

From time-to-time, the Company is subject to various litigation and other claims in the liability for unrecognized tax benefits. Asnormal course of July 31, 2022,business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the Company had net operating loss carry forwards of approximately $87,383 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements as their realization is determined not likelywith respect to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.any matters.

The valuation allowance at July 31, 2022 was approximately $18,350. The net change in valuation allowance during the three months ended July 31, 2022 was $1,467. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. 

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of July 31, 2022. All tax years since inception remain open for examination by taxing authorities.

The provision for Federal income tax consists of the following: 

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the six months ended July 31, 2022 and 2021 as follows:

The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.

Note 6 –SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to July 31, 2022,April 30, 2023, through August 23, 2022,June 22, 2023, and has determined that it does not have any material subsequent events to disclose in these unaudited financial statements, other than shares issuance.statements.

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Forward looking statement noticeITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements madeThe following discussion and analysis of the financial condition and results of operations of Pineapple Express Cannabis Company (f/k/a Minaro Corp.) and its subsidiaries (together, the “Company” or “Pineapple Express Cannabis”) should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act")Company. Our discussion includes forward-looking statements based upon current expectations that involve risks and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of termsuncertainties, 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, uncertaintiesour plans, objectives, expectations and important factors beyond our control that could cause actualintentions. Actual results and the timing of events tocould differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise anyin these forward-looking statements to reflect events or circumstances after the dateas a result of such statement or to reflect the occurrencea number of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

DESCRIPTION OF BUSINESS

Corporate History

The Company was incorporated as “Minaro Corp.”factors, including those set forth under the lawsRisk Factors section of our Annual Report on Form 10-K for the year ended January 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2023, as the same may be updated from time to time. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

We are based in Los Angeles, California. Our wholly owned operating subsidiary, Ananas Growth Ventures, serves as an incubator, helping early-stage ventures and startups in the cannabis sector through funding, mentoring, and training. We are also engaged in legal cannabis retail through our 50% owned equity method investee, Pineapple Consolidated Inc. (“PCI”). PCI runs Pineapple Express, a cannabis retailer, and owns and manages retail cannabis ventures. PCI seeks to become a leading portfolio management company in the U.S. cannabis industry. With its headquarters in Los Angeles, Pineapple Express is rapidly increasing its footprint throughout California and is looking to scale into underdeveloped markets.

PCI has executed management contracts for 10% revenue sharing with eight entities in which it holds an equity interest through its wholly owned subsidiary, PNPL Holdings, Inc. Those entities are shown below:

Recent Developments

On December 18, 2022, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Yulia Lazaridou, our then-majority stockholder, PCI, and the PCI stockholders (collectively, the “PCI Stockholders”). Pursuant to the terms of the StateExchange Agreement, the PCI Stockholders exchanged an aggregate of Nevada on March 14, 2017. Minaro has only one officer and director who is Yulia Lazaridou. We are engaged in business of 3D design and we intend to provide 3D rendering, animation and architectural visualization services to architects, builders, advertising agencies, interior designers and related. Minaro has developed their website to implement customers’ ideas and projects. You can reach it at https://minaro-corp.com.

On March 14, 2017, the Company issued 2,800,00050,000 shares of restrictedPCI common stock, to Yulia Lazaridou. The value of these shares is $2,800 based on the par value of $0.001 per share of common stock.

About 3D design with visualization

The term 3D visualization is used synonymously with 3D graphics, 3D rendering, computer generated imagery (CGI), and other terms. They all basically refer to the process by which graphical content is created using 3D software. It’s a technology that has become mainstream over the last few decades and has evolved into onerepresenting 50% of the most viable optionsoutstanding PCI common stock, for producing high- quality digital content. Three-dimensional rendering and 3D modeling is accomplished by taking two-dimensional forms and giving them volume. Created with specialized software, the computer-generated images are wide used in architecture.

Minaro Corp. produces 3D visualizations (3D exterior for commercial space and interior renderings, prototyping, 3D modeling). We are the startup in this area, but we believe we can reach the highest level- to enter the international level and become a part of 3D developers of a global scale. Minaro Corp. is going to provide our clients with the high quality products, visualizing their thoughts and ideas.

During the work process we would like keeping our clients up to date on our progress, so they can follow us and know in advance what the finished product will look like.

Minaro Corp. is fast, affordable and our main goal is to make each client being pleased with the result and willing to develop a long-term cooperation. Minaro Corp. operates in a highly collaborative manner with each client utilizing their knowledge and talents to achieve a total client satisfaction.

Our goal at the beginning of each new project is to reach the highest level18,000,000 shares of our client vision understanding to transform it into stunning 3D design visualization.

Operational Plancommon stock.

Minaro is a start-up stage company incorporated in Nevada engaged in providing 3D design service for commercial spaces. Minaro is committed to the providing service in Cyprus. Rather than focus on providing 3D design service in one market, Minaro intends to pursue providing 3D design with visualization and organization of commercial space in the global marketplace through internal growth, industry leading development of high-quality service, marketing.

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In addition, on December 18, 2022, in a transaction related to and a condition to the Exchange, Ms. Lazaridou and the Company entered into that certain Resignation, Separation and Release Agreement (the “Resignation Agreement”), pursuant to which (i) we redeemed 2,800,000 shares of Company common stock owned by Ms. Lazaridou (the “Lazaridou Shares”) in exchange for a payment by us of $540,904; and (b) Ms. Lazaridou resigned as our sole director and officer, effective as of December 21, 2022.

In order to fund the payment for the Lazaridou Shares, contemporaneous with the Exchange, on December 18, 2022, PCI loaned $540,904 to us. The loan (the “PCI Loan”) matures on June 30, 2023 and earns interest at an annual rate of 1%.

Minaro plans

In addition, on December 18, 2022, Ms. Lazaridou, as sole director and majority stockholder, (i) elected Matthew Feinstein as sole director of the Company; (ii) appointed Mr. Feinstein as Chief Executive Officer, President, Chairman of the Board and Interim Chief Financial Officer of the Company; (iii) accepted Ms. Lazaridou’s resignation; (iv) approved the Exchange Agreement; and (v) approved the Resignation Agreement.

As a result of the above-described transactions, the Company is 50% owned by the PCI Stockholders and PCI is 50% owned by the Company.

On December 30, 2022, we notified Financial Industry Regulatory Authority (“FINRA”) of our intent to becomechange our corporate name from “Minaro Corp.” to “Pineapple Express Cannabis Company” and to change our trading symbol. These corporate actions are subject to FINRA review and clearance.

On January 5, 2023, we filed Restated Articles of Incorporation (the “Restated Articles”) with the State of Nevada. The Restated Articles had the effect of (i) changing our corporate name to “Pineapple Express Cannabis Company”; and (ii) creating a rapidly growing specialty designer whoclass of 10,000,000 authorized shares of preferred stock. Until FINRA clears our name change and symbol change, our corporate name and trading symbol will offerremain “Minaro Corp.” and MNAO, respectively, for trading purposes.

Results of Operations

Three Months Ended April 30, 2023 Compared to Three Months Ended April 30, 2022

Revenues

For the servicethree months ended April 30, 2023 and 2022, the Company generated revenues of 3D design$0 and $4,650, respectively. The decrease was primarily due to the Company being in the process of transitioning its business to the cannabis industry.

Cost of Goods Sold

For the three months ended April 30, 2023 and 2022, the cost of goods sold was $0 and $0, respectively.

Total Operating Expenses

Total operating expenses for commercial spaces producedthe three months ended April 30, 2023 and designed2022 were $29,706 and $10,277, respectively. The increase was primarily due to an increase in legal fees and audit fees, partly due to the sale of the Company and the acquisition of PCI by us. Our service will include, but will not strictly be limitedthe Company. Operating expenses for the three months ended April 30, 2023 consisted of bank charges of $0; depreciation expense of $115; legal fees of $16,022; audit fees of $12,500; consulting fees of $0; and professional fees of $1,069. Operating expenses for the three months ended April 30, 2022 consisted of bank charges of $62; depreciation expense of $939; legal fees of $0; audit fees of $3,000; consulting fees of $0; and professional fees of $6,276.

Net Income (Loss)

Net income (loss) for the three months ended April 30, 2023 and 2022 was $179,708 and ($5,627), respectively. The increase in net income was primarily due to produces 3D visualizations that include 3D exterior for commercial spacerecognition of gain from the PCI subsidiary using the equity-investment method.

Liquidity and interior renderings, prototyping, 3D modelingCapital Resources

As of April 30, 2023, the Company had cash of $0 and other 3D design related merchandise. We intend to expand and develop our business throughout Cyprus and internationally, into a well-recognized and respected company. Currently,an accumulated deficit of $403,402. To date, we have active agreements with ASBILIfinanced our operations primarily through the issuance of debt and Twidel Co.,equity sourced capital.

The following table sets forth a summary of our cash flows for the three months ended April 30, 2023 and 2022: 

Since inception, we have financed our cash flow requirements primarily through issuance of common stock and debt financing. As we expand our activities, we may continue to provision of serviceexperience net negative cash flows from operations. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the client for a period of one year.

Equipment and raw materials

Inextent available, or to obtain additional financing to the work Minaro Corp. goingextent necessary to use the program such AutoCAD (commercial computer-aided design (CAD) and drafting software application), SketchUp (3D modeling computer program for a wide range of drawing applications such as architectural, interior design, landscape architecture, civil and mechanical engineering), Adobe Photoshop (raster graphics editor), Autodesk 3ds Max (professional 3D computer graphics program for making 3D animations, models) and Revit (building information modeling software for architects, structural engineers, MEP engineers, designers and contractors). These programs are important foraugment our service, as they have excellent speed and accuracy, optimal set of functions, easy to use, good value for money, proven as reliable programs and can perform a variety of tasks.

Order Execution Process

Our order execution process in generalworking capital. There can be described as below:

The most important stage is to be known about the:

1. Measurement (size of the room),

2. The tasks (what will be built, under whom, for how many people)

3. Concept development (future plan / planning decision)

4. Sketches (3D model in sketchpad for example)

5. Visualizations

6. Drawings (technical documentation)

The process of 3d architectural visualization begins with the collection of all the documents necessary for the project such as AutoCAD drawings and photographs of the project, videos, images, reference materials, target audience and expected objectives. Once the documents are collected they are being reviewed and analyzed to evolve the right action plan to assure the best output. The texture (for a more realistic look) and appropriate lighting (for the enhancement of the layout with landscape) are the last touches applied to the shorts prior to 3D rendering.

Prices

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Webpage and Marketing

We plan to market our services in Cyprus. Architectural visualization services we plan on providing are highly dependent on construction industry in Cyprus.

Initially, our services will be promoted by our President, Yulia Lazaridou. She will discuss our product with her friends and business associates. The marketing and advertising will be targeted to architects, builders, advertising agencies, interior designers and various sectors which have need of 3D visualization in Cyprus. We intend to develop and maintain a database of potential clients who may want to use Minaro’s services. We will follow up with these clients periodically and offer them free presentations and special discounts from time to time. Our methods of communication will include: phone calls and emails. We will ask our satisfied clients for referrals.

We will market and advertise our product on our web site (www.minaro-corp.com) by showing its advantages over visualization services offered by other companies. We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options.  We intend to promote our website by displaying it on our promotion materials.

We plan to expand our services to USA market in the future only when or if we have the available resources and growth to warrant it. Currently this option is questionable. 

We intend to continue our marketing efforts during the life of our operations. We intend to spend from $500 to $8,000 on marketing efforts during the first year. There is no guaranteeassurance that we will be able to attract or retain enough customersobtain financing on commercially acceptable terms, if at all.

We anticipate that we will incur operating losses in the next 12 months. Our lack of operating history makes predictions of future operating results difficult to justify our expenditures. Ifascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. There can be no assurance that we are unable to generate a significant amount of revenue and successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

Office facilities

The Company leases a 32-square meter office space located at 39 Markou Mpotsari, Kaimakli, Nicosia, 1037, Cyprus. The lease contract was signed for a one-year term from September 1^st, 2017 with the option of expansion for an additional term and terminated since September 1, 2021.

Customers 

As of today, Minaro Corp. has customers: ASBILI, Twidel Co., Nikolas Rondeas, Nokoletta Samara, Thalis Zografiadis, Daphne Chontili, Eros Stathiades, Leonidas Kiriakou.

Competitors 

There are many well-established 3D design companies that provide service in our area like K3d Architectural 3d & Graphic Art, SPOON Ltd., Changa Vision, Bizzy Bee Media etс. Most of our competitors have greater financial resources than we do and will be ablesuccessful in addressing such risks, and the failure to withstand sales or price decreases better than we can. We also expect to continue to face competition from new market service entrants. We may be unable to continue to compete effectively with these existing or new competitors, which coulddo so can have a material adverse effect oneffect.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research expenditures sinceoperations is based on our incorporation.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding entered into either voluntarily by the Company and involuntarily against the Company.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

Thereunaudited consolidated financial statements, which have been no material reclassifications, mergers, consolidations, or purchase or saleprepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of a significant amountour unaudited consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets not in the ordinary courseand liabilities, disclosure of business.

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COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rulescontingent assets and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

We do not believe that any existing or probable government regulation on our business, including any applicable export or import regulation or control imposed by Cyprus will have a material impact on the way we conduct our business.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have no employees as ofliabilities at the date of this report, other than our director and secretary. Our director, Yulia Lazaridou, currently devotes as much time as needed to provide management services to company matters. After receiving funding, Ms. Lazaridou plans to devote as much time to the operation of the Company as she determines is necessary for her to manage the affairs of the Company. As our business and operations increase, we will assess the need for full-time management and administrative support personnel.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  

RESULTS OF OPERATIONS

We have incurred recurring losses to date. 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.

LIQUIDITY AND CAPITAL RESOURCES

As at July 31, 2022, our total assets were $11,110. Total assets were comprised of $47 in current assets and $11,063 in fixed assets.

As at July 31, 2022, our current liabilities were $77,002 and Stockholders’ deficit was $65,892.

CASH FLOWS FROM OPERATING ACTIVITIES

For the six months ended July 31, 2022 net cash flows used in operating activities was negative $9,555.

For the six months ended July 31, 2021 net cash flows used in operating activities was $28,909.

CASH FLOWS FROM INVESTING ACTIVITIES

For the six months ended July 31, 2022 and 2021 we have generated no cash used in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the six months ended July 31, 2022 net cash flows used in financing activities was $4,333.

For the six months ended July 31, 2021 net cash flows used in financing activities was $26,871.

MANAGEMENT’S DISCUSSION AND ANALYSIS

You shouldread thefollowing discussionand analysisof our financial conditionandresults ofoperationstogetherwith our financial statements, and the related notesreported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. 

 financial

Off-Balance Sheet Arrangements

 information included elsewhereinthisreport. Some ofthe information containedinthis discussionandanalysisorsetforth elsewherein this report, including informationwithrespecttoourplansandstrategyforourbusinessand relatedfinancing,includesforward-lookingstatementsthat involve risks anduncertainties.

Wequalifyasan“emerginggrowthcompany”undertheJOBSAct.Asa result, wearepermitted to, andintendto,rely on exemptions from certain disclosure requirements. Forsolongaswe areanemerging growth company, wewill do not be required to:

-       Havean auditor report on our internal controls over financialreporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

-        Provide an auditor attestation with respect to management’s report onthe effectiveness of our internal controlsover financial reporting;

-     Complywithhave any requirement that may be adopted by the Public Company Accounting Oversight Boardregarding mandatory audit firm rotation or a supplementto the auditor’s report providingadditionalinformation about the audit and thefinancial statements (i.e., an auditor discussion and analysis);

-       Submitcertain executive compensation matters to shareholder advisoryvotes, such as “say-on-pay” and “say-on-frequency;” and

-       Disclosecertain executive compensation related itemssuch as the correlation betweenexecutive compensationand performance and comparisons of the CEO’scompensation to median employeecompensation.

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We will remain an “emerging growth company” for up tofive years, or untilthe earliest of(i)the last dayofthefirst fiscal year in which our total annual gross revenuesexceed $1 billion,(ii)the date that webecome a “large accelerated filer”asdefined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the marketvalue of ourordinarysharesthatis held by non-affiliates exceeds $700 million as of the last business day of ourmost recently completedsecondfiscal quarteror (iii) the date onwhich we have issued more than $1 billion in non-convertibledebt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be,in certain circumstances, subject to scaleddisclosurerequirementsasasmaller reportingcompany. Forexample,smallerreporting companies, like emerginggrowth companies, are not required to provide a compensation discussion and analysis under Item402(b)of Regulation S-K or auditor attestation of internalcontrols over financial reporting.

Under the JOBS Act, an “emerging growth company” can delay adopting new or revised accounting standards until such time as those standards apply to private companies, as set forth in Section 7(a)(2)(B) of the Securities Act. We chose not to take advantage of such extended transition period for complying with any new or revised accounting standards and acknowledge that this election is irrevocable.

Our cash balance is $47 as of July 31, 2022. We have been utilizing and may utilize funds from Yulia Lazaridou, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of July 31, 2022, Ms. Lazaridou advanced us $76,848. The next year Ms. Lazaridou does not intend to request to be repaid before the Company will fully implement the plan of operations and begin to increase the revenues to the level of sufficient income to manage the business in full.

We are a newly organized company. Long term financing beyond the maximum aggregate amount of the offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring service personnel and entering into agreements with new clients. We have not planned our expansion, and we have not decided yet on the scale of our development and expansion and on the exact amount of funding needed for our long-term financing.

The material terms of our sales contracts with customers contain performing production and postproduction services for the Customers’ design in accordance to Customer’s needs. The period term of such contracts is one year. Customers agreed that the price for the service provided by Minaro Corp. to the Customer should be specified in the invoice provided by Minaro Corp. to the Customer.

Our independent registered public accountant has issued a going concern opinion. This means that there is a substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.

To meet our needs for cash we are attempting to raise money from the offering and from selling our 3D design visualization service. We believe that we will be able to raise enough money through the offering or through selling our service to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from the offering and will need to find alternative sources. Now, we have not made any arrangements to raise additional cash, other than through the offering. We are signed the agreement with our first customer. We are in negotiations with one of our potential customers and we believe that we might get a production order from this customer soon.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon whichresources that are material to base an evaluation of our performance. We are in start-up stage operations and have generated no revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including capital resources and possible cost overruns due to price and cost increases in services and products.investors. 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

NoneA smaller reporting company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishingEvaluation of Disclosure Controls and maintaining a system of disclosureProcedures

Disclosure controls and procedures (as defined in Rule 13a-15(e)are controls and 15d-15(e) under the Exchange Act)other procedures that isare designed to ensure that information required to be disclosed by us in theour reports that we filefiled or submitsubmitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Commission’sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in thecompany reports that it filesfiled or submitssubmitted under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officersour Chief Executive Officer and principal financial officer or officers, or persons performing similar functions, as appropriatePrincipal Financial Officer, to allow timely decisions regarding required disclosure.

An evaluation was conductedAs required by Rules 13a-15 and 15d-15 under the supervisionExchange Act, our Chief Executive Officer and with the participation of our managementPrincipal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2022.April 30, 2023. Based on thatupon his evaluation, our managementChief Executive Officer and Principal Financial Officer concluded that, as of April 30, 2023, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

We do not expect that our disclosure controls and procedures werewill prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not effective asabsolute, assurance that the objectives of such datethe disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to ensure that information required to be disclosedtheir costs. Because of the inherent limitations in the reportsall disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we file or submithave detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.all potential future conditions.

Changes in Internal ControlsControl over Financial Reporting

There wasDuring the three months ended April 30, 2023, there has been no change in the Company’sour internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’sour internal control over financial reporting.

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PART II. II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ThereFrom time to time, we are involved in ordinary routine litigation typical for companies engaged in our line of business. As of the date of this Quarterly Report on Form 10-Q, there are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  Company that we believe would be likely, individually or in the aggregate, to have a material adverse effect on our financial condition or results of operations. 

NoneITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide disclosure pursuant to this Item.