UNITED STATESTable of Contents
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-110-K
[X]☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31 2019, 2022
[ ]or
☐ 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. file number: 333-202398
ARMA Services, Inc.
ARMA SERVICES, INC.
(Exact name of registrantCompany as specified in its charter)
Nevada | 32-0449388 | |
(State |
( |
Identification |
Suite 140-920 7260 W.West Azure Dr. Suite 140-928Drive
Las Vegas NV , Nevada89130
+17026599321
(Address and telephone number of principal executive offices)
(657)315-8312
(Company’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark whetherif the registrantCompany is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] ☐ No [X] ☒
Indicate by check mark if the registrantCompany is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] ☐ No [X] ☒
Indicate by check mark whether the registrantissuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant asCompany 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 Company 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 Company was required to submit such files). Yes [ ]☒ No [X]☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sCompany’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer""emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reportingIf an emerging growth company, [X]
Emerging Growth company [ ] indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrantCompany is a shell company (as defined in Rule 12b-2 of the Act). Yes [X ] ☒ No [ ]☐
EXPLANATORY NOTE
The sole purposeaggregate market value of voting stock held by non-affiliates of the amendment #1Company as of the last business day of the Company’s most recently complete second fiscal quarter was $2,240,000 (computed by reference to the form 10-K (October 31, 2019) is to correct the unintentional mistake and indicate by checkmark that the registrant isclosing price of a shell company. In other sectionsshare of the report no other changes have been made to the bodyCompany’s common stock of the 10-K (October 31, 2019), or exhibits 31.1, 32.1.$1.00 on that date as reported).
As of December 16 , 2020 the registrant had 6,240,000October 31, 2022, shares of the issuer’s common stock were issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 16 , 2020.
TABLE OF CONTENTS
Documents Incorporated By Reference: None
TABLE OF CONTENTS
PART I
Item 1. Description of Business
FORWARD-LOOKING STATEMENTS
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PART I
This annualItem 1. Business.
As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Company,” “we,” “our” or “us” refer to ARMA Services, Inc., unless the context otherwise indicates.
Forward-Looking Statements
Certain statements contained in this report, containsincluding statements regarding our business, financial condition, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. You can identify forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by thethose that are not historical in nature, particularly those that use of termsterminology such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate"“may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or "continue,"“continue” or the negative thereof. We intend thatof these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by 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
All forward-looking statements which speak only as of the date on which they are made. Any forward-looking statements represent management's best judgment asWe undertake no obligation 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-lookingupdate such statements to reflect events that occur or circumstances that exist after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.on which they are made, except as required by federal securities and any other applicable law.
GENERALCorporate History
Arma Services, Inc. was incorporated by our director in the State of Nevada on September 2, 2014. The Company’s principal offices are located 7260 W. Azure Dr., Suite 140-928, Las Vegas, NV 89130.
Our primary business willwas to be destination management and event management services initially in the Russian Federation, but with plans at a later stage to spread our business to America and China. We will aimaimed to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition tourism in Russia for corporate customers from United States, China and Russia. We planplanned to create a variety of events for domestic and foreign companies, including; industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.
We have entered into a contract with Proekta LLC. This companyThe Company abandoned these plans in 2018 and has been inactive since.
The Company decided that Mr. Sergey Gandin on board as its company director. Proekta LLC is into resign from the hostel business, providing inexpensive, supervised lodging places.
The purposeposition of the contracts is for Proekta LLC to provide accommodation at a costDirector, CEO and CFO of $25 per double room, per night for the subcontractor personnel contracted with Arma Services Inc.
The main termsCompany and be appointed solely as Secretary of this agreement are:
1.0 Proekta LLC is a Related party.
1.1. Proekta LLC shall provide Arma Services Inc.’s subcontractors double rooms for a fee of $25 a night at a Moscow address, Zvonarsky lane 5, Apt.6, Russian Federation 107031.
1.2. Double rooms are available for temporary accommodation for Arma Inc.’s sub-contractors.
Furthermore, Arma Services Inc. has anThe Company and Mr. Gandin are in agreement with Gazetny LLC.that these changes are effective from March 26, 2022. These developments do not involve any disagreement on any matter relating to the Company’s operations, policies or practices (financial or otherwise).
The Company appointed Clive Hill, 66, from the United Kingdom to the positions of Director, CEO and CFO of the Company. This companyappointment is contracted to provide banquet space for events ofeffective from March 26, 2022. Arma Services Inc, finds that Mr. Hill’s credentials qualify him for a fee.
The purposethe positions of the contract is for Arma Services to haveCompany. Mr. Hill possesses over 40 years of business experience and has directed a secured location to accommodate somenumber of organizations where he led strategic initiatives and oversaw accounting and financial operations of the Company’s planned business.
The main termsmanagement of the agreement are:
1. Gazetny LLC shall provide Arma Services Inc. with banquet halls space for a fee of $150 per person, atcompanies including an address 27 Gazetny Lane, Rostov-on-Don, Russian Federation.
2. Gazetny LLC is to provide the Banquet Halls upon request to Arma Services Inc. Halls are subject to availability.event organizing firm.
We are still in
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On August 17, 2022, the development stagesole existing director and we have generated minimal revenues. Our independent registered public accounting firm has issued an audit opinion for our Company which includes an explanatory paragraph expressing substantial doubt as to our ability to continueofficer resigned immediately. Accordingly, Clive Hill, serving as a going concern.
BUSINESS PLAN
Arma Services Inc. is formed with a purposedirector and an officer, ceased to be in the businessPresident, Chief Executive Officer, Chief Financial Officer, and as a Member of Destination Managementthe Board of Directors of the Company. Also on August 17, 2022, B. Maria Teresa Tattersfield, 46, consented to act as a Member of the Board of Directors of the Company, (“DMC”),Alberto Ramirez, 38, consented to act as a Member of the Board of Directors of the Company, Eduardo Piquero, 41, consented to act as a Member of the Board of Directors of the Company, and will aim to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from the United States, China and Russia. We plan to create a variety of events for domestic and foreign companies, including; industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.
Acting as receiving party, we will aim to provide full support for our customers with all necessary services for the implementation of activities; rent of hotels, conference rooms, organization catering, hiring of personnel and equipment for sound, lighting, and video, booking of performers, promotion and press availability, transportation and more. Arma Services Inc. plans not to provide these services directly, but intends to be an intermediary (agent) between a customer and the end provider (hotel, transport company, restaurant, subcontractor). Our managers will try to ascertain from the customer the complete list of required services, find sub-contractors, check the quality of their services and sell the service to the customer. For the customer, we aimJaime Sanchez Cortina, 57, consented to act as the guarantornew President, CEO, CFO, and Member of this service quality and its compliance with the customer's expectations.Board of Directors of the Company.
MARKETINGOn January 27, 2023, Jaime Sanchez Cortina, 57, resigned immediately as CEO, CFO, President and a member of the Board of Directors. Also on January 27, 2023, Eric Nixon, 35, agreed to be appointed the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company.
Our marketing strategy may include several components:
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STRATEGYCapital Stock
Our strategyThe Company’s capitalization is to drive attention through multiple marketing facets which will enable us to attract the sufficient quantity75,000,000 common shares with a par value of customers possible upon commencement$0.001 per share. No preferred shares have been authorized or issued. Total shares issued and outstanding as of operations.October 31, 2022 is 6,240,000.
Our strategy is to create unique events for each customer and ensure the process of working with us is efficient, comfortable, and operationally seamless.Employees
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employeesAs of October 31, 2022, other than our officerits CEO, Jaime Sanchez Cortina, the Company has no employees. On January 27, 2023, Eric Nixon agreed to be appointed the President, Chief Executive Officer, Chief Financial Officer, and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans inas a Member of the future. There are presently no personal benefits available to any officers, directors or employees.Board of Directors of the Company.
Item 1A. Risk Factors
Not applicableSmaller reporting companies are not required to smaller reporting companies.
provide the information required by this Item 1A.
Item 2. Description of Property1B. Unresolved Staff Comments
We doNone.
Item 2. Properties
The Company does not own any real estate or other properties. properties and has not entered into any long term lease or rental agreements for property.
Item 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is no pending legal proceeding to which the Company is a limited public marketparty 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. The Company’s property is not the subject of any pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
On April 28, 2022, a bid and an ask was initially posted.
The high and low bid prices of our common shares. Ourstock following such date is as follows:
Quarter Ended | High | Low | ||||||
April 30, 2022 | $ | 1.00 | $ | 1.00 | ||||
July 31, 2022 | $ | 1.00 | $ | 1.00 | ||||
October 31, 2022 | $ | 1.00 | $ | 1.00 | ||||
January 31, 2023 | $ | 6.00 | $ | 1.00 |
The last reported sales price of our common shares are not quotedstock on the OTC Bulletin Board at this time. TradingOTCMarkets on January 27, 2023, was $4.99.
Dividend Policy
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operationsforeseeable future. Declaration or business prospects. We cannot assure you that there will be a marketpayment of dividends, if any, in the future, forwill be at the discretion of our common stock.Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted
through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.Holders
As of October 31, 2019, no shares of our common stock have traded.
Number of Holders
As of October 31, 2019, the2022, there were 6,240,000 issued and outstanding shares of common stock issued and outstanding, which were held by 28 shareholders.29 stockholders of record.
DividendsEquity Compensation Plans
No cash dividends were paid on our shares of common stock during the fiscal years ended October 31, 2019 and 2018. We have not paid any cash dividends since our inception and do not foresee declaringhave any cash dividends on our common stock in the foreseeable future. equity compensation plans.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
None.
PurchasePurchases of our Equity Securities by Officersthe Small Business Issuer and DirectorsAffiliated Purchasers
None.
Other Stockholder Matters
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Item 6. Selected Financial Data Data.
Not applicable.Smaller reporting companies are not required to provide the information required by this Item 6.
Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of OperationsOperations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements includingand the accompanying notes thereto appearing elsewhereincluded in this annual report. The“Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that reflect our plans, estimatesinvolve risks, uncertainties and beliefs.assumptions. See “Forward-Looking Statements.” Our actual results couldand the timing of selected events may differ materially from those discussedanticipated in these forward-looking statements as a result of many factors.
Business Overview
The Company initially was a provider of destination management and event management services.
After the change in control of management, the Company is currently working to acquire an operating business in the forward-looking statements. carbon emissions control industry.
Plan of Operations
The Company is currently planning to enter the carbon emissions reduction industry. We are tentatively look for a target company in the industry for acquisition in order to increase our service scopes.
Going Concern
Our auditedauditor has indicated in their reports on our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
RESULTS OF OPERATIONS
We have incurred recurring lossesfor the fiscal years ended October 31, 2022, that conditions exist that raise substantial doubt about our ability to date. Our financial statements have been prepared assuming that we will continue as a going concern due to our recurring losses from operations, deficit in equity, 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 expectneed to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through among other things, the sale of equitydebt or debtequity securities.
FISCAL YEAR ENDED OCTOBER 31, 2019 COMPARED TO FISCAL YEAR ENDED OCTOBER 31, 2018.Results of Operations
Our net lossFiscal Year Ended October 31, 2022 and Fiscal Year Ended October 31, 2021
The company has generated $nil and $nil revenues for the fiscal year ended October 31, 2019 is $5,855 compared to a net loss2022 and 2021, respectively. Cost of $10,215 duringrevenues were $nil for the fiscal year ended October 31, 2018. During fiscal years ended October 31, 20192022, and 2018 the Company has generated $0 in revenue.
During the fiscal year ended October 31, 2019, we incurred professional fees of $5,639 and bank service charges of $216 compared2021. Operating expenses increased to professional fees of $5,000 and bank service charges of $185 incurred during fiscal year ended October 31, 2018.
The weighted average number of shares outstanding was 6,240,000 $9,659 for the fiscal year ended October 31, 20192022, as compared to $4,192 for the fiscal year ended 2021, both of them are substantially professional services expenses. We had net loss of $9,659 and 6,240,000$4,192 for the fiscal year ended October 31, 2018.2022 and 2021, respectively.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED OCTOBER
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Capital Resources and Liquidity
Fiscal Year Ended October 31, 2019 AND 20182022 and Fiscal Year Ended October 31, 2021
Cash Used in Operating Activities
For the years ended October 31, 2022 and 2021, the Company had cash used in operating activities in the amount of $6,598 and $4,082, respectively, which were primarily due to net loss for the year, prepayment, and accounts payable and accrued liabilities.
Cash Provided by Financing Activities
For the years ended October 31, 2022 and 2021, the Company realized cash provided by financing activities in the amount of $6,598 and $4,092, respectively, which was advances from our director for working capital purposes.
As of October 31, 2019, our total assets were $32 comprised2022, we have cash of cash and cash equivalents; our total liabilities were $21,893 comprised of loan from our director of $9,893 and accounts payable of $12,000.
$0. As of October 31, 2018, our total assets were $ 0 ; our total liabilities were $ 16,006 comprised2021, we had cash of loan from our director of $9,343, accrued expenses of $1,650 , bank overdraft of $13 and accounts payable of $5,000. Stockholders’ equity (deficit) decreased from $(16,006) as of October 31, 2018 to $(21,861) as of October 31, 2019.
Cash Flows from Operating Activities
For the fiscal year ended October 31, 2019, net cash flows used in operating activities were $(3,8 68 ) consisting of net loss of $(5,855) , bank overdraft of $(13) and accounts payable of $2,000. For the fiscal year ended October 31, 2018, net cash flows used in operating activities were $(3,5 52 ) consisting of net loss of $(10,215), accrued expenses of $1,650 , bank overdraft of $13 and accounts payable of $5,000.
Cash Flows Provided by Investing Activities
For the fiscal years ended October 31, 2019 and 2018, net cash flows used in investing activities were $0.
Cash Flows from Financing Activities
For the fiscal year ended October 31, 2019, net cash from financing activities was $3,900 consisting of director’s loan. For the fiscal year ended October 31, 2018, net cash from financing activities was $3,350 consisting of director’s loan.
PLAN OF OPERATION AND FUNDING
We expectOur auditors have issued a “going concern” opinion, meaning that working capital requirements willthere is substantial doubt if we can 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 overas an on-going business for the next six months. We have no lines of credit or other bank financing arrangements. Generally,twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have financed operations to date through the proceedsimplemented our plan 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 software; (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.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intendThe Company requires additional funding to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likelymeet its ongoing obligations and to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' reports accompanying our October 31, 2019 and October 31, 2018 financial statements contains an explanatory paragraph expressingfund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we willability of the Company to continue as a going concern" is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which contemplates thatcould harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will realize our assets and satisfy our liabilities and commitmentshave to cease business operations. As a result, investors in the ordinary courseCompany’s common stock would lose all of business.their investment.
Off Balance Sheet Arrangements
None.
Recent Accounting Pronouncements
None.
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Item 7A. Quantitative and Qualitative Disclosures aboutAbout Market RiskRisk.
Not applicable to smallera “smaller reporting companies.company” as defined in Rule 12b-2 of the Exchange Act.
Item 8. Financial Statements and Supplementary DataData.
INDEX TO FINANCIAL STATEMENTS
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The full text of the Company’s financial statements for the fiscal years ended October 31, 2022 and 2021, begins on page F- 1 of this Annual Report on Form 10-K.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThere have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.
ToItem 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The management of the shareholdersCompany is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes- Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the Boardpreparation of Directorsthe Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of Arma Services Inc.
Opinionthe Company’s internal control over financial reporting based on the Financial Statements
We have auditedcriteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the accompanying balance sheetend of Arma Services Inc. ("the Company")period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting were not effective as of October 31 2019 & October 31, 2018, the related statements of operations, stockholder's equity, and cash flows, for each of the two years in the period ended October 31, 2019 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2019, in conformity with accounting principles generally accepted in the United States of America.,2022.
Material Uncertainty Relating to Going Concern
The accompanying financial statements have been prepared assumingmatters involving internal controls and procedures that the Company will continue as a going concern. As discussed in Note 4Company’s management considered to be material weaknesses under the financial statements, the Company has suffered recurring losses and has not yet established a reliable, consistent and proven sourcestandards of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters were also not described in the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")were: (1) lack of a functioning audit committee and arelack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required to be independentinternal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the Companyrequirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in accordanceconnection with the U.S. federal securities lawsreview of our financial statements as of October 31, 2022 and communicated the applicablematters to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.
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We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: (i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules and regulations of the Securities and Exchange Commission andthat permit the PCAOB.Company to provide only management’s report in this annual report.
We conductedThere have been no changes in our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not foridentified in connection with the purposeevaluation required by paragraph (d) of expressing an opinion onRules 13a- 15 or 15d- 15 under the effectiveness ofExchange Act that occurred during the Company'ssmall business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Accordingly, we express no such opinion.
ZMK/ARIC/Audit/20/1633
F-1
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/Zia Masood Kiani & Co.
Zia Masood Kiani & Co.
(Chartered Accountants)
We have servedwill continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as the Company's auditor since 2020.necessary and as funds allow.
Islamabad, PakistanChanges in Internal Control over Financial Reporting
Date: November 23, 2020There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a- 15(f) or 15d- 15(f) under the Exchange Act) during the fiscal year ended October 31, 2022.
Item 9B. Other Information.
None.
9 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our executive officers and director are as follows:
Name | Age | Position |
Jaime Sanchez Cortina | 57 | Former Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors (resigned January 27, 2023) |
Eric Nixon | 35 | Current Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors (appointed January 27, 2023) |
Maria Teresa Tattersfield Yarza | 46 | Director |
Alberto Ramirez | 38 | Director |
Eduardo Piquero | 41 | Director |
Jaime Sanchez Cortina, 57, Former Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors (resigned January 27, 2023).
Jamie has over a decade of experience in financial management and strategic planning. He played a key role in developing six start-ups in Latin America and has been part of five private equity and venture capital funds, investing in over 30 companies, in which the best IRR of one investment reached 218%.
Mr. Sanchez Cortina manages the portfolio of E Capital Mexico Venture Capital Funds, a venture capital organization with nine early stage investments in the fintech, technology, environmental, and auto part sectors. Prior to that, Jaime a Director at Abraaj Group in the Mexico office, managing a portfolio of over US$170 M. Before that he structured and developed the strategy of the Mexican Government Venture Capital Fund of Funds, Mexico Ventures I, a Venture Capital Fund of Funds co-managed with Sun Mountain Capital and GreenSpring Associates.
Eric Nixon, 35, CEO, CFO, President, and Director
For over two decades, Eric has worked in the electrical & technology sector, bringing multiple renewable energy projects to life and striving for a carbon neutral society. He has worked alongside Conestoga College to educate the public on reducing energy consumption and researching new technologies to help reduce the carbon footprint.
Eric has also dedicated years of volunteer work to helping the homeless and the most vulnerable, ensuring they receive the proper help and medical treatment. He has the skills and experience to take on projects in the residential, commercial, industrial, technology sectors and emergency response services when needed.
Maria Teresa Tattersfield Yarza, 46, Director
Teresa is the Co-Founder of Bret Consultores. She holds a degree in International Relations with a Master's Degree in Environmental Policy and Management, an Specialization in Sustainable Development (LEAD program from the Colegio de México) and Energy Efficiency and Environment at FLACSO. She is currently the forest carbon Manager of WRI Mexico, responsible for coordinating the execution of CO2munitario. She is a specialist in the design and development of methodologies and protocols that have been implemented in Mexico for the sale of offsets in the international market.
During the previous six years, she oversaw the Program of Natural Solutions at Tec de Monterrey University and was an advisor to the Neutralízate Program of Pronatura México. She has been part of the special team of advisers in sustainable development and climate change for the Foreign Ministry of the British Commonwealth Government. She has been responsible for the elaboration of strategies that combine the efforts of local and federal governments in the development of international initiatives such as Methane to Markets. In her work at the Ministry of Environment and Natural Resources, she coordinated initiatives such as the restoration of the Lerma Chapala Basin.
ZMK/ARIC/Audit/20/1633
10 |
Alberto Ramírez, 38, Director
F-1Alberto has collaborated as a consultant for entities such as CONAFOR, PROBOSQUE; SEDEMA; WWF Mexico; Climate Action Reserve (CAR); PRONATURE; ClimateSeed, among others, for the development and feasibility assessment of forestry carbon capture projects. He has experience as a verifier in compliance with forest regulations on sustainability with an emphasis on biodiversity and social aspects. He was the first Mexican verifier accredited by CAR and has participated in the review and proposal of GHG removal quantification protocols; such as CAR’s Forest Protocol for Mexico v.2.0. His main activities focus on the sustainable management of natural resources through the participation of rural communities. Alberto is a Biologist, graduated from the Faculty of Higher Studies Iztacala of the UNAM.
Alberto is currently the Forest Carbon Coordinator at WRI Mexico. Alberto is responsible for coordinating carbon capture forestry projects; through capacity building in communities; linking of forest communities at the national level; and for providing advice on inventories, monitoring, reporting and verification.
Eduardo Piquero, 41, Director
CEO – MÉXICO2; Eduardo has more than 15 years of experience in international and national carbon pricing instruments and policies. He is currently the CEO of MÉXICO2, where he oversees the development of environmental markets, including carbon markets, clean energy certificates and green bonds.
He also led the development of the simulation exercise of a Mexican Emissions Trading System (SCE) in collaboration with the Ministry of Environment of Mexico (SEMARNAT) as a preparation for the country’s regulated emissions scheme, with the participation of more than 90 companies. Furthermore, he participated in the creation of a secondary market for Clean Energy Certificates (CEL), which supports the Mexican Wholesale Electricity Market (MEM). In addition to his work in Mexico, Eduardo has focused on developing projects to reduce greenhouse gas emissions and has designed climate change projects in several countries in Latin America, Asia, and Africa.
Eduardo has been a speaker at conferences and events related to climate change and climate finance. He was also a member of the Green Finance Working Group of the United Nations at the Initiative for Sustainable Stock Exchanges. Further, since 2021 is member of the board of the Climate Action Reserve, and in 2022 was selected as one of the 30 most sustainable minds in Mexico, by Forbes.
Director Independence
No members of our board of directors is qualifies as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Involvement in Legal Proceedings
To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.
Potential Conflicts of Interest
None.
ARMA SERVICES, INC.
Balance Sheets (Audited)
As of October 31, 2019 and 2018
11 |
ASSETS |
October 31, 2019 |
October 31, 2018 |
Current Assets |
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Cash and cash equivalents | $32 | $ - |
Total Current Assets | 32 | - |
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Total Assets | $32 | $ - |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Current Liabilities |
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Bank overdraft | $- | $ 13 |
Accounts payable | 12,000 | 5,000 |
Accrued expenses | - | 1,650 |
Loan from director | 9,893 | 9,343 |
| $ 21,893 | $ 16,006 |
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Total Liabilities | $21,893 | $ 16,006 |
Commitments and Contingencies |
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Stockholders’ Deficit |
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Common stock, par value $0.001; 75,000,000 shares authorized, 6,240,000 shares issued and outstanding at October 31, 2019 and 2018: | 6,240 | 6,240 |
Additional paid in capital | 20,160 | 20,160 |
Accumulated deficit | (48,261) | (42,406) |
Total Stockholders’ Deficit | (21,861) | (16,006) |
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Total Liabilities and Stockholders’ Deficit | $32 | $ - |
See accompanying notes to financial statements.
F-2
ARMA SERVICES, INC.
Statements of Operations (Audited)
For the years ended October 31, 2019 and 2018
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F-3
ARMA SERVICES, INC.
Statement of Stockh ol der’s Deficit (Audited)
For the Years Ended October 31, 2019 and 2018
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F-4
ARMA SERVICES, INC.
Statement of Cash Flows (Audited)
For the Years Ended October 31, 2019 and 2018
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F-5
ARMA SERVICES, INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
October 31, 2019 and 2018
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Arma Services Inc. (the “Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on September 2, 2014. Arma Services Inc. is a Destination Management Company (“DMC”), which aims to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from United States, China and internal Russian clients. We plan to create a variety of events for domestic and foreign companies, including; industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.
Item 11. Executive Compensation.
NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIESSummary Compensation Table
Basis of Presentation
The financial statements ofARMA Services, Inc. has made no provisions for paying cash or non-cash compensation to its officers and directors. No salaries are being paid at the Company have been prepared in accordance with generally accepted accounting principles in the United States of Americapresent time, and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accountingnone will be paid unless and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to beuntil our operations generate sufficient cash equivalents. The Company had $32 of cash as of October 31, 2019.
Fair Value of Financial Instruments
ASC topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.flows.
The carrying value of cash, accounts payabletable below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the years ended October 31, 2022 and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.October 31, 2021.
Summary Compensation of Named Executive Officers
F-6
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||
Jaime Sanchez Cortina | 2022 | – | – | – | – | – | – | |||||||||||||||||||
(Former Chief Executive Officer) | 2021 | – | – | – | – | – | – | |||||||||||||||||||
Eric Nixon | 2022 | – | – | – | – | – | – | |||||||||||||||||||
(Chief Executive Officer) | 2021 | – | – | – | – | – | – |
Income Taxes
Income taxes are computed using the assetMr. Nixon was appointed as Chief Executive Officer and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined basedChief Financial Officer 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.January 27, 2023.
UseMr. Jaime Sanchez Cortina resigned all his positions on January 23, 2023.
Outstanding Equity Awards at Fiscal Year End
We did not pay any salaries in 2022 or 2021. None of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expensesour executive officers received any equity awards, including, options, restricted awards stock, performance or other equity incentives during the reporting period. Actual results could differ from those estimates.fiscal year ended October 31, 2022 and October 31, 2021.
Revenue Recognition
The purpose of our business is to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from the United States, China and internal Russian clients.
Services are provided through industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.Employment Contracts
The Company will recognize revenue in accordancehas not entered into any employment agreements with ASC topic 606 “Revenue from Contracts with Customers”. 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:its officer and director.
Step 1: Identify the contract(s) withStock Awards Plan
The Company has not adopted a customer
Step 2: Identify the performance obligationsStock Awards Plan but may do so 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.future. The terms of any such plan have not been determined.
Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; 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. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.
Stock-Based
12 |
Director Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date,
The Board of Directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and hasto authorize the grant of new options in substitution therefore, provided that any such action may not grantedimpair any rights under any option previously granted. ARMA Services Inc. may develop an incentive-based stock options.option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the periods ending October 31, 2022 and 2021.
DIRECTOR COMPENSATION
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Eric Nixon | – | – | – | – | – | – | – | |||||||||||||||||||||
Jaime Sanchez Cortina | – | – | – | – | – | – | – | |||||||||||||||||||||
Maria Teresa Tattersfield Yarza | – | – | – | – | – | – | – | |||||||||||||||||||||
Alberto Ramírez | – | – | – | – | – | – | – | |||||||||||||||||||||
Eduardo Piquero | – | – | – | – | – | – | – |
Eric Nixon was appointed as Director on January 27, 2023.
Jaime Sanchez Cortina resigned all his positions on January 27, 2023.
Maria Teresa Tattersfield Yarza, Alberto Ramírez, and Eduardo Piquero were appointed on August 17, 2022.
Board Committees
We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.
F-7
13 |
Basic Income (Loss) Per Share
Basic income (loss) per share is calculatedItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by dividing(i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the Company’s net income (loss) applicable to common shareholders bybeneficial owner of 5% or more of the weighted average number of common shares during the period. Diluted income (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstandingof the Company as of October 31, 20192022.
Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and 2018. In loss years(ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of October 31, 2022 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
Amount and Nature of Beneficial Ownership Common Stock (2) | ||||||||
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage Ownership of shares of Common Stock | ||||||
Eric Nixon | 0 | 0% | ||||||
Jaime Sanchez Cortina | 0 | 0% | ||||||
Maria Teresa Tattersfield Yarza | 0 | 0% | ||||||
Alberto Ramírez | 0 | 0% | ||||||
Eduardo Piquero | 0 | 0% | ||||||
All officers and directors as a group (4 people) | 0 | 0% | ||||||
Ruslan Mishin Wilkina st. 15-5 Vakhrushevo, Ukraine 9456 | 4,000,000 | 64% |
(1) | The address of each beneficial owner is c/o ARMA Services Inc., Suite 140-920 7260 West Azure Drive, Las Vegas, Nevada 89130 (2) |
(2) | Based on 6,240,000 shares of common stock issued and outstanding as of October 31, 2022. |
14 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Except as set forth below, we had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, equivalents would not be included as they would be anti-dilutive.or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Comprehensive IncomeTransactions with Related Persons
The Company has established standards for reporting of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
NOTE 3 – LOANS FROM DIRECTOR
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 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 October 31, 2019,2022, the Company had a loan outstanding with the Company’s sole director Mr. Sergey Gandin, former CEO and director in the amount of $9,893. As$27,248 compared to $20,650 as of October 31, 2018, the Company had a loan outstanding with the Company’s sole director Mr. Sergey Gandin in the amount of $9,343.2021. The loan is non-interest bearing, due upon demand, and unsecured.
NOTE 4 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues as of October 31, 2019. The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. This raises substantial doubt about its ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
F-8
NOTE 5 – COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized. As of October 31, 2019 and 2018, the Company had 6,240,000 shares issued and outstanding.
NOTE 6 – RELATED PARTY TRANSACTIONSItem 14. Principal Accountant Fees and Services.
Fees paid to Auditors
Audit Fees
During fiscal years ended October 31, 2022 and 2021, we incurred approximately $5,000 and $ 5,000 respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our October 31, 2022 and 2021 financial statements and for the reviews of our financial statements for the quarters ended during such periods.
The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.
15 |
PART IV
Item 15. Exhibit and Financial Statement Schedules.
Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.
EXHIBIT INDEX
23.1 | Consent of Independent Registered Public Accounting Firm |
31 | Certification of Chief Executive 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. |
32.2 | 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 Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
16 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARMA SERVICES , INC. | |||
Dated: February 3, 2023 | By: | /s/ Eric Nixon | |
Name: | Eric Nixon | ||
Title: | President, Chief Executive Officer, Chief Financial Officer and Secretary and Director (Principal Executive, Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Dated: February 3, 2023 | By: | /s/ Eric Nixon | |
Name: | Eric Nixon | ||
Title: | President, Chief Executive Officer, Chief Financial Officer and Secretary and as a director (Principal Executive, Financial and Accounting Officer) |
17 |
INDEX TO AUDITED FINANCIAL STATEMENTS
F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Arma Services Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Arma Services Inc. (“the Company”) as of October 31, 2022 the related statements of operations, stockholder's equity, and cash flows, for the period ended October 31, 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022, and the results of its operations and its cash flows for the period ended October 31, 2022, in conformity with accounting principles generally accepted in the United States of America. The financial statement of Arma Services Inc. As of October 31, 2021, were audited by other auditors whose report dated December 27, 2021 expressed an unqualify opinion on those statement.
Material Uncertainty Relating to Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses and had not yet established a reliable, consistent, and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters were also not described in the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
OLAYINKA OYEBOLA & CO.
(Chartered Accountants)
We have served as the Company's auditor since January 2023.
January 26th, 2023.
Lagos Nigeria
F-2 |
ARMA SERVICES, INC.
Balance Sheets (Audited)
As of October 31, 2019, the Company had a non-interest bearing loan payable to its sole director in the amount of $9,893. As of October 31, 2018, the Company had a non-interest bearing loan payable to its sole director in the amount of $9,343.2022, and 2021
The Company’s officers and director provide services and office space to the Company without compensation.
October 31, 2022 | October 31, 2021 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | – | $ | – | ||||
Total Current Assets | – | – | ||||||
Total Assets | $ | – | $ | – | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | 14,556 | $ | 11,495 | ||||
Loan from director | 27,248 | 20,650 | ||||||
Total Current Liabilities | 41,804 | 32,145 | ||||||
Total Liabilities | 41,804 | 32,145 | ||||||
Commitments and Contingencies | – | – | ||||||
Stockholders’ Equity | ||||||||
Common stock, par value $ | ; shares authorized, shares issued and outstanding at October 31, 2022 and 20216,240 | 6,240 | ||||||
Additional paid in capital | 20,160 | 20,160 | ||||||
Accumulated deficit | (68,204 | ) | (58,545 | ) | ||||
Total Stockholders’ Equity | (41,804 | ) | (32,145 | ) | ||||
Total Liabilities and Stockholders’ Equity | $ | – | $ | – |
The Company has entered into vendor agreements with Proekta LLC and Gazetny LLC, which are entities relatedSee accompanying notes to officers of the Company.
NOTE 7 – RECLASSIFICATION
During the year ended 2019, the Company identified that in the year of 2018, liability of USD 3,500 wrongly classified as Loan from Director instead of Accounts Payable. Similarly, USD 1,650 had been wrongly classified as Accrued expense instead of Accounts Payable.
Identified errors have been rectified by reclassifying current year balances. Effect of reclassification on each line item in the financial statements is given below;
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| As originally reported on October 31, 2018 |
| Reclassified to |
| Effects of Reclassification |
| Reclassified Amounts as on October 31, 2019 | |||
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Effect of reclassification on Balance Sheet | |||||||||||
Assets | - | - | - | - | |||||||
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Liabilities |
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Accounts payable
| 5,000 | - | 5000 | 10,000 | |||||||
Accrued expenses
| 1,650 | Accounts payable | (1,650) | - |
Loan from director 9,343 Accounts payable (3,350) 5,993 Effect of reclassification on Income Statement Revenue - - - - Expenses - - - -statements.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
F-3 |
ARMA SERVICES, INC.
Statements of Operations (Audited)
For the years ended October 31, 2022, and 2021
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer
Year ended October 31, 2022 | Year ended October 31, 2021 | |||||||
REVENUES | $ | – | $ | – | ||||
OPERATING EXPENSES | ||||||||
Professional Fees | 9,659 | 4,154 | ||||||
Bank Service Charges | – | 38 | ||||||
TOTAL OPERATING EXPENSES | 9,659 | 4,192 | ||||||
NET LOSS FROM OPERATIONS | (9,659 | ) | (4,192 | ) | ||||
PROVISION FOR INCOME TAXES | – | – | ||||||
NET LOSS | $ | (9,659 | ) | $ | (4,192 | ) | ||
NET LOSS PER SHARE: BASIC AND DILUTED | $ | ) | $ | ) | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
See accompanying notes to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.statements.
NOTE 9 – INCOME TAXES
As
F-4 |
ARMA SERVICES, INC.
Statement of Stockholder’s Equity (Audited)
For the Years Ended October 31, 2019,2022, and 2021
Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balance, October 31, 2020 | 6,240,000 | $ | 6,240 | $ | 20,160 | $ | (54,353 | ) | $ | (21,861 | ) | |||||||||
Net loss for the year ended October 31, 2021 | – | – | – | (4,192 | ) | (4,192 | ) | |||||||||||||
Balance, October 31, 2021 | 6,240,000 | $ | 6,240 | $ | 20,160 | $ | (58,545 | ) | $ | (32,145 | ) | |||||||||
Net loss for the year ended October 31, 2022 | – | – | – | (9,659 | ) | (9,659 | ) | |||||||||||||
Balance, October 31, 2022 | 6,240,000 | $ | 6,240 | $ | 20,160 | $ | (68,204 | ) | $ | (41,804 | ) |
See accompanying notes to financial statements.
F-5 |
ARMA SERVICES, INC.
Statement of Cash Flows (Audited)
For the Company had net operating loss carry forwards of approximately $48,261 that may be availableYears Ended October 31, 2022, and 2021
Year ended October 31, 2022 | Year ended October 31, 2021 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss for the year | $ | (9,659 | ) | $ | (4,192 | ) | ||
Adjustment for non-cash item | – | – | ||||||
Changes in assets and liabilities: | ||||||||
Increase (decrease) in accounts payable | 3,061 | 110 | ||||||
Cash flows provided by/ (used in) operating activities | (6,598 | ) | (4,082 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Cash flows provided by/ (used in) investing activities | – | – | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Loan from director | 6,598 | 4,082 | ||||||
Cash flows provided by/ (used in) financing activities | 6,598 | 4,082 | ||||||
NET INCREASE (DECREASE) IN CASH | – | – | ||||||
Cash, beginning of period | – | – | ||||||
Cash, end of period | $ | – | $ | – | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Interest paid | $ | – | $ | – | ||||
Income taxes paid | $ | – | $ | – |
See accompanying notes to reduce future years’ taxable income in varying amounts through 2037. 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 likely to occurstatements.
F-6 |
ARMA SERVICES, INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
October 31, 2022, and accordingly,2021
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Arma Services Inc. (the “Company”, “we”, “us” or “our”) was incorporated under the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The provision for Federal income tax consistslaws of the following:
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The cumulative tax effect atState of Nevada on September 2, 2014. Arma Services Inc. is a Destination Management Company (“DMC”), which aims to provide a full range of services in the expected ratefield of 21%Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from United States, China and internal Russian clients. We plan to create a variety of significant items comprising our net deferred tax amount is as follows:
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Dueevents for domestic and foreign companies, including industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to the changeorganize participation in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $48,261 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.exhibitions and forums.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
NOTE 10 – SUBSEQUENT EVENTSAccounting Basis
In accordance with ASC 855-10The Company uses the Company has analyzed its operations subsequent to October 31, 2019accrual basis of accounting and to the date these financial statements were issued, and has determined that it does not have any subsequent event to disclose in these financial statements except as follow.
In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China which later spread to all over the world causing extended lock down and travel restrictions within places. It has not only accelerated financial crises around the world but also proved a barrier to Company’ operations. At time, we are not able to ascertain that how long this COVID-19 breakout will keep the world disrupted and either the management will ever be able to overcome its impact. Management is well aware of these circumstances and is trying to assess and identify the risk mitigation strategies.
F-9
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T). Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of complianceAmerica (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the policiesoriginal maturities of three months or procedures may deteriorate. Under the supervision and with the participationless to be cash equivalents. The Company had $0 of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reportingcash as of October 31, 20192022.
Fair Value of Financial Instruments
ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets.
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of accounts payable and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the criteria established in “Internal Control - Integrated Framework” issued byasset and liability method. Under the Committee of Sponsoring Organizations ofasset and liability method, deferred income tax assets and liabilities are determined based on the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control overdifferences between the financial reporting suchand 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, there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements willbased on available evidence, are not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of October 31, 2019, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is consideredexpected to be independent of management to provide the necessary oversight over management’s activities.
2.We did not maintain appropriate segregation of duties and cash controls – As of October 31, 2019, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
3.We did not implement appropriate information technology controls – As at October 31, 2019, the Company retains copies of all financial data and material agreements; however,
there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2019 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of October 31, 2019, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
DIRECTORS AND EXECUTIVE OFFICERS
The name, address and position of our present officers and directors are set forth below:
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Biographical Information and Background of officer and director
Sergey Gandin, Director, President, CEO and CFO
Schooling, experience and qualifications of our director Sergey Gandin in a position of manager or supervisor, in the past ten years, and organizing business in number of companies, brought us to conclusion that he is qualified for the position for a director of our company.
2000-2002 - Higher Education at Rostov Economical University – Tourism and Hospitality
2012-to date - LLC “Proekta”, General Manager- Company management, recruitment, sales development and personal control over key clients handling, participation in industry events. Control and presence at major projects. Control over accounting, payments and debt. Interaction with all departments of the company.
2010-2012 - LLC “Jtb”, Business Development manager - development of company, attraction of new customers and development of relationship with existing ones. Optimization of internal processes in the company, the introduction of project management systems. Control over the sales department. Presentation of the company at public events. Maintenance and implementation of large projects. Participation in tenders, preparation of documentation and commercial proposals.
2008-2010 - LLC “Coral Travel”, MICE manager – organization of corporate events in Turkey, Egypt, Thailand, Tunisia, Morocco, Vietnam. Preparation of business proposals, contracts, accounting records, control over payments from customers.
2003-2008 - LLC “City of events”, Event manager- cooperation with private and corporate clients. Development of individual concepts of events, preparation of cost estimates of the project and contract documentation. Meetings with clients and presentation of proposals. Search for contractors, platforms and artists. Monitoring of the implementation of the project. Control over all contractors, coordination among all participants of the event, the presence during on-site activities.realized.
F-7 |
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The purpose of our business is to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from the United States, China and internal Russian clients.
Services are provided through industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.
The Company will recognize revenue in accordance with ASC topic 606 “Revenue from Contracts with Customers”. 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 recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; 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. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has
t granted any stock options.Basic income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common shareholders by the weighted average number of common shares during the period. Diluted income (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are
such common stock equivalents outstanding as of October 31, 2022 and 2021. In loss years common stock equivalents would not be included as they would be anti-dilutive.
Compliance with Section 16(a)
F-8 |
Comprehensive Income
The Company has established standards for reporting of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
NOTE 3 – LOANS FROM DIRECTOR
In support of the Securities Exchange Act of 1934
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors,Company’s efforts and principal stockholders are not subject to the beneficial ownership reportingcash requirements, of Section 16(a) of the Exchange Act.
Code of Ethics
We have not yet adopted a code of ethics that applies to our sole officer and director, or persons performing similar functions because we are in the start-up phase and are in the process of establishing our operations. We plan to adopt a code of ethics as and when our company grows to a sufficient size to warrant such adoption.
Audit Committee
As we have only a sole director, we have not established an audit committee as at the date of this registration statement, nor do we have plans to establish an audit committeeit may rely on advances from related parties until such time as wethat 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 shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have established our full operations, and retained sufficient independent directors as membersnot been formalized by a promissory note.
As of our board of directors willing to be appointed toOctober 31, 2022, the audit committee and carry outCompany had a loan outstanding with the customary functions of an audit committee.
Director Nominees
We do not have a nominating committee. OurCompany’s sole director willMr. Sergey Gandin in the amount of $27,248. As of October 31, 2022, and 2021 the loan is non-interest bearing, due upon demand and unsecured.
NOTE 4 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of October 31, 2022. The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. This raises substantial doubt about its ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, select individualson additional investment capital to stand for election as members of our board of directors.fund operating expenses. The company does not have a policy with regardsCompany intends to the consideration of any director candidates recommended by our security holders. Our board has determinedposition itself so that it ismay be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in the best position to evaluate our company’s requirements as well as the qualificationsthis or any of each candidate when it considers a nominee for a position on our board. If security holders wish to recommend candidates directly to our board, they may do so by communicating directly with our sole officerits endeavors or become financially viable and director at the address specified on the cover of this registration statement.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee or a committee performing similar functions. The board of directorscontinue as a whole participates in the review of financial statements and disclosure.
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
SIGNIFICANT EMPLOYEESgoing concern.
We have no employees other than our President, Sergey Gandin, who currently devotes approximately thirty hours per week to company matters .NOTE 5 – COMMON STOCK
The Company has our business expands, Sergey Gandin intends to devote as much time asof October 31, 2022, and 2021, the Board of Directors deems necessary to manage the affairs of the company.Company had shares issued and outstanding.
Item 11. EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our President ( also , the “Named Executive Officer”) from inception on September 2, 2014 until October 31, 2019:
Summary Compensation Table
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There are no current employment agreements between the company and its officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
CHANGE OF CONTROLNOTE 6 – RELATED PARTY TRANSACTIONS
As of October 31, 2019, we2021, the Company had no pension plans or compensatory plans or other arrangements that provide compensationa non-interest-bearing loan payable to its sole director in the eventamount of a termination of employment or a change in our control.$20,650.
Item 12. Security Ownership of Certain Beneficial OwnersThe Company’s officers and Managementdirector provide services and Related Stockholder Matters
office space to the Company without compensation. The following table provides certain information regarding the ownership of our common stock, as of October 31, 2019Company has entered into vendor agreements with Proekta LLC and asGazetny LLC, which are entities related to officers of the date ofCompany. During the filing of this annual report by:year, company had not transacted any business with the related entities.
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NOTE 7 – COMMITMENTS AND CONTINGENCIES
The percentCompany neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 8 – INCOME TAXES
As of classOctober 31, 2022, the Company had net operating loss carry forwards of approximately $68,204 that may be available to reduce future years’ taxable income in varying amounts through 2037. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is based on 6,240,000 shares of common stock issueddetermined not likely to occur and outstanding asaccordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards. The provision for Federal income tax consists of the date of this annual report.following:
October 31, 2022 | October 31, 2021 | |||||||
Federal income tax benefit attributable to: | ||||||||
Current Operations | $ | 2,028 | $ | 880 | ||||
Less: valuation allowance | (2,028 | ) | (880 | ) | ||||
Net provision for Federal income taxes | $ | – | $ | – |
Item 13. Certain Relationships and Related TransactionsThe cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
October 31, 2022 | October 31, 2021 | |||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 14,322 | $ | 12,294 | ||||
Less: valuation allowance | (14,322 | ) | (12,294 | ) | ||||
Net deferred tax asset | $ | – | $ | – |
During
Due to the year ended October 31, 2019, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involvedchange in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1%ownership provisions of the averageTax Reform Act of our total assets1986, net operating loss carry forwards of approximately $68,204 for the last three fiscalFederal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
Item 14. Principal Accountant Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended October 31, 2019 and for the fiscal year ended October 31, 2018 for professional services rendered by the principal accountants Haynie & Company and Pinnacle Accountancy Group of Utah CPA for the audits of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year Ended | |
October 31, 2019 | October 31, 2018 | |
Audit Fees | 4,000 | 5,000 |
Audit Related Fees | - | - |
Tax Fees | - | - |
All Other Fees | - | - |
Total | 4,000 | 5,000 |
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
SIGNATURESNOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the requirements ofCompany has analyzed its operations subsequent to October 31, 2022, and to the Exchange Act, the registrant caused this reportdate these financial statements were issued, and has determined that it does not have any subsequent event to be signed on its behalf by the undersigned, thereunto duly authorized.disclose in these financial statements.
F-10 |
ARMA SERVICES, INC.
Dated: September 22, 2021
By: /s/ Sergey Gandin
Sergey Gandin, Secretary, PresidentChief Executive Officer and Chief Financial Officer