Item 1. Business
Aroga Holding Corp. (“we”, “us”, “our”, or the “Company”) was incorporated in the State of Florida on August 4, 2011. Since inception, which was August 4, 2011, the Company has been engaged in organizational efforts and obtaining initial financing. The Company selected December 31 as its fiscal year end.
The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements. We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As it is to the advantage of all current shareholders to advance our search for acquisition targets all shareholders will, through their personal networking, make known the objective of the company to potential prospective acquisition targets. Management, furthermore, will make known the availability of the company’s public status to business brokers and consultants that are focused on mergers and acquisitions.
We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company was formed as a vehicle to pursue a business combination and is working towards the identifications of business acquisitions in 2017. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:
(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as with the industry as a whole;
(c) Strength and diversity of management, either in place or scheduled for recruitment;
(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
(h) Other relevant factors.
In applying for foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company’s limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
FORM OF ACQUISITION
The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.
It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity.
In addition, depending upon the transaction, the Company’s current stockholders may be substantially diluted to less than 20% of the total issued and outstanding shares of the surviving entity and possibly even eliminated as stockholders by an acquisition. Current shareholders will seek to either maintain an equity interest in the surviving company or a cash payment in exchange for outstanding shares, or a combination thereof.
The present stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all, or a majority of, the Company’s sole director may resign and one or more new directors may be appointed without any vote by stockholders.
In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.
We presently have no employees apart from our management. On January 23, 2017, a meeting was held to appoint additional Directors of the Corporation. Mr. Grove Bennett, Chief Executive Officer for the Company and Chairman of the Board announced the appointment of Todd Ramsey, Ian Kennedy-Compston, Steve Barclay, George Vandenberg and Christos Couloubis to the Board of Directors of Aroga Holding Corp.
(a) Reports to security holders.
(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of any such report.
(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.
(3) The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
Item 1A.
Item 1A. Risk Factors
Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.
Item 1B.
Item 1B. Unresolved Staff Comments
NONE
Item 2.
Item 2. Properties
We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
Item 3.
Item 3. Legal Proceedings
We are not currently a party to any legal proceedings nor are any contemplated by us at this time.
Item 4.
Item 4. Mine Safety Disclosures
NOT APPLICABLE.
PART II.
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
No public market for common stock
There is presently no public market for our common stock. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. A purchaser of shares may, therefore, find it difficult to resell our securities offered herein should he or she desire to do so when eligible for public resale
Holders
On December 31, 2016, there were 4 shareholders of record of our common stock.
Dividends
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, that our Board of Directors may deem relevant.
Recent Sales of Unregistered Securities
NONE
Item 6.
Item 6. Selected Financial Data
The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus.
Our Business Overview
Aroga Holding Corp. (“we”, “us”, “our”, or the “Company”) was incorporated in the State of Florida on August 4, 2011. Since inception, which was August 4, 2011, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and is working towards the identifications of business acquisitions in 2017. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The Company selected December 31 as its fiscal year end.
Plan of Operation
We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company was formed as a vehicle to pursue a business combination and is working towards the identifications of business acquisitions in 2017. The Company has not entered into a letter of intent concerning any target business at this time. The business purpose of the Company is to seek the acquisition of, or merger with, an existing company. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As it is to the advantage of all current shareholders to advance our search for acquisition targets all shareholders will, through their personal networking, make known the objective of the company to potential prospective acquisition targets. Management, furthermore, will make known the availability of the company’s public status to business brokers and consultants that are focused on mergers and acquisitions.
During the next 12 months we anticipate incurring costs related to:
(i) Filing of Exchange Act reports, and
(ii) Consummating an acquisition
We anticipate that our cost for filing Exchange Act reports for the next 12 months will be approximately $15,000. We believe we will be able to meet these costs through loaned by or invested in us by our stockholders, management or other investors.
We have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, ultimately, achieve profitable operations.
We may consider a business which has recently commenced operations, in a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and dilution of interest for present and prospective stockholders, which is like to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered to a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or perceived benefits of becoming a publicly traded corporation. We intend to contact various stock transfer agents, investment relation firms and business development entities to locate potential candidates for a business combination transaction. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. An additional perceived benefit for a private operating company in becoming public by merging with us as opposed to filing its own form 10 registration statement is the time and money required to get through the process. This private company must take into account the consideration that such private company would have to provide to us in such a transaction as well as our obligation to file a Form 8-K in connection with such a transaction including Form 10 information regarding the private operating company. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Results of Operations for the year ended December 31, 2016 and 2015.
Operating Expenses
Total Operating Expenses. Total operating expenses for the year ended December 31, 2016 and 2015 were $16,493 and $2,933, respectively. Total operating expenses consisted of professional fees of $16,493 and $2,933, respectively.
Financial Condition
Total Assets. Total assets at December 31, 2016 and 2015 were $0 and $0, respectively.
Total Liabilities. Total liabilities at December 31, 2016 and 2015 were $33,924 and $17,431, respectively. Total liabilities at December 31, 2016 and 2015 consisted of accounts payable of $4,160 and $133, respectively and note payable to related parties of $29,764 and $17,298, respectively.
Liquidity
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.
The Company sustained a loss of $16,493 for the year ended December 31, 2016 and $2,933 for the year ended December 31, 2015. The Company has an accumulated loss of $35,424 as of December 31, 2016. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We are presently not able to meet our obligations as they come due. At December 31, 2016 we had no assets and working capital deficit of $33,924. Our working capital deficit is due to the results of operations. Our majority shareholders have provided the financial resources to fund our operations; however, there are no commitments for future funding.
Net cash used in operating activities for the year ended December 31, 2016 and 2015 was ($12,466) and ($11,247), respectively. Net cash used in operating activities includes our net income (loss) and accounts payable.
Net cash provided by financing activities for the year ended December 31, 2016 and 2015 was $12,466 and $11,247, respectively. Net cash provided by financing activities includes the proceeds from notes payable related parties of $12,466 and $11,247, respectively.
We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 3 - Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”
We have no known demands or commitments and are not aware of any events or uncertainties that will result in or that are reasonably likely to materially increase or decrease our current liquidity.
Capital Resources.
We had no material commitments for capital expenditures as of December 31, 2016 and 2015.
Off Balance Sheet Arrangements.
We currently have no off-balance sheet arrangements.
Critical Accounting Policies
We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.
Item 8.
Item 8. Financial Statements and Supplementary Data
The report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page of this report are filed as part of this report and incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We did not have any disagreements on accounting and financial disclosure with our accounting firm during the reporting period.
Item 9A.
Item 9A. Controls and Procedures
(a) Management’s Annual Report on Internal Control over Financial Reporting
The Chief Executive Officer and Chief Financial Officer of the Company are responsible for establishing and maintaining adequate internal control over financial reporting. 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 preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.
As of December 31, 2016, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, Chief Executive Officer and Chief Financial Officer concluded that our financial disclosure controls and procedures were not effective so as to timely identify correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, Chief Executive Officer and Chief Financial Officer believes that the financial statements and other information presented herewith are materially correct.
The matters involving internal controls and procedures that our Chief Executive Officer and Chief Financial Officer considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and (2) inadequate segregation of duties consistent with control objectives;
The Chief Executive Officer and Chief Financial Officer does not expect that its disclosure controls and procedures, or its internal controls will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any within the Company have been detected.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Chief Executive Officer and Chief Financial Officer’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only Chief Executive Officer and Chief Financial Officer’s report in this Annual Report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Change in internal controls
We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.
Item 9B.
Item 9B. Other Information
NONE
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The names and ages of our directors and executive officers are set forth below. Our By Laws provide for not less than one and not more than fifteen directors.
Background of Executive Officers and Directors
On July 31, 2015 Brian Kistler resigned and Grove Bennett was appointed Chief Executive Officer for the Company and Chairman of the Board. On January 23, 2017 a meeting was held to appoint additional Directors of the Corporation. Mr. Grove Bennett, Chief Executive Officer for the Company and Chairman of the Board announced the appointment of Todd Ramsey, Ian Kennedy-Compston, Steve Barclay, George Vandenberg and Christos Couloubis to the Board of Directors of Aroga Holding Corp. The background information for each individual is set forth below. There are no employment agreements at this time.
The background information for Mr. Bennett is set forth below. There is no employment agreement at this time.
(1) Mr. Grove Bennett is an entrepreneur specialized in leading edge businesses that are technology based. Having the experience of running private and public companies, from operations, manufacturing, business development, finance and customer relations. Prior to becoming the Chief Executive Officer (CEO) and Partner of Aroga Technologies Ltd. (Aroga) in July of 2014, Grove had a long history as an entrepreneur. He established his first business, a retail & wholesale sporting goods company servicing recreational & professional sporting activities such as ice hockey, snow skiing and soccer and later established a clothing manufacturing company to service the same industries in Australia. Grove successfully established relationships with companies such as Bauer, Nike, American Express and professional sporting associations such as the South Melbourne Soccer Club throughout the development of his owned and operated family businesses.
As the Director of International Marketing & Customer Relations at Atlantis Systems International, Grove was responsible for the on-time delivery of the Integrated Maintenance Training System (IMTS), a maintenance training system for the F/A:18 Fighter Jet and a $44MM Canadian contract to the Royal Canadian Air Force and the Royal Australian Air Force. In order to ensure the contract was successfully completed Grove worked closely with key Australian and Canadian Armed Forces personnel, program managers and suppliers such Boeing and Augusta Westland.
Grove has advanced his professional career at every stage having worked as Vice President of Marketing and more recently as President & Chief Financial Officer at Dynacert Inc., a leading edge technology company manufacturing Hydrogen Generating Systems. The company’s key product line was produced to reduce Green House Gases (GHG) by improving the air quality and operating efficacy of diesel combustion engines for trucking fleets with Pepsi Beverages Company (Pepsi Bottling/Pepsi Co) being the primary beneficiary. The companies work later grew to include partnerships with Port Authorities and stationary generator markets were the pollution of GHG was exponential in size and scope.
We believe that Mr. Bennett’s experience in the securities industry as well as the managerial skills he developed during such tenure provide ample qualification for Mr. Bennett to serve as an officer and director for our Company. As a result of his other duties Mr. Bennett intends to devote approximately 5 hours per week to the development of our business.
(2) Mr. Todd Ramsey brings over 23 years of business management with experience in complex mergers and acquisitions, building and managing high performance teams, business controls, as well as creating and executing high growth strategies.
Mr. Ramsey holds a MBA from the University of Phoenix, a BEd from the University of Toronto, and a B.A. (Honours) from the University of Western Ontario. Having built, owned, and sold several businesses, he was recruited by IBM to lead the operations for a Canadian business unit and participate in a key acquisition. His team building expertise was leveraged further as he built national, North American and global teams for IBM. At Bell Canada as the Regional VP of Integrated Communication and Technology Sales he led the integration of the staff from 16 acquisitions into one cohesive unit responsible for 500 million in annual recognized revenue. His strategy and execution expertise was leveraged by Cogeco when they acquired Toronto Hydro Telecom and created Cogeco Data Services. In his role as the Executive Team Lead Sales, he built the organization that grew the business unit revenues by over one thousand percent in a two year period. As part of a venture capital team he then led the expansion of an Atlantic Canada based energy company into the Ontario marketplace before creating and leading the expansion strategy of Whitby Hydro Energy Services in the Ontario market.
Local community involvement is important to Mr. Ramsey and since 2008 he has served as a Trustee for Grandview Children’s Centre (Grandview Kids) in Oshawa, Ontario. He has chaired the Priorities and Performance Committee (responsible for the strategic plan and accreditation as well as advocacy), been a member of the Executive Committee, and chaired the Finance and Facilities Committee. He is presently their Treasurer.
(3) Mr. Rakesh Malhotra is the Company’s Chief Financial Officer. Mr. Malhotra is a United States Certified Public Accountant (CPA) and a Canadian Accountant (CPA, CA). Mr. Malhotra graduated with Bachelor of Commerce (Honors) degree from the University of Delhi (India) and has served as CFO and consultant to various public Companies in USA and Canada.
(4) Mr. Ian Kennedy-Compston has a long corporate career in IT, starting in 1982 with Hewlett Packard.He holds an honours degree in Electronic Engineering, and additionally hold an MBA and DMS (Diploma of Management Studies). He has had a very successful career in sales, marketing and business development, and has a strong corporate pedigree, working for tier 1 IT companies - e.g. Hewlett Packard, Sun Microsystems, Business Objects, Informatica and VMware. He has a wide knowledge and experience of several IT areas of specialization. He has also been successful in running his own media business and selling google applications. He has a keen interest in renewable energy, and his domain knowledge is in mobile and fixed telecommunications.
(5) Mr. Steven Barclay is a respected voice in Canada in the field of assistive technology (AT). Educated in computer technology, Steve joined Aroga as the company's first employee to manage its service and customer relations department. In July of 2014 Steve became the company's Chief Operating Officer (COO). Steve had previously worked in or managed every department of the company, most recently as the Vice President of Sales and Marketing.
Steve has a passion for matching technologies to individual needs of people while working closely with education systems, school boards, government funding agencies and technology assessors. Steve is a coauthor of Fostering Independence through Refreshable Braille Technology, a research project funded by Human Resources Development Canada through the Office of Learning Technology. He is a founding member of the Children's Low Vision Project of British Columbia, a program that assesses children's vision needs in a classroom environment and provides technologies to assist with education. He has been a past organizer and volunteer for the Bowen Island Technology Camp, a partnership between Aroga, SETBC Special Education Technology BC and CNIB - Canadian National Institute for the Blind. He has also been a volunteer at Space Camp for Interested Visually Impaired Students, a program offered for blind and visually impaired children in Huntsville Alabama.
(6) Mr. George Vandenberg is a chartered accountant since 1978 (Ontario), Mr. Vandenberg obtained his US designation in 2003 (CPA, Illinois) and his CA in 2013 (Ontario). Mr. Vandenberg has had a long, successful career both as a CFO and as a member of many for profit and not for profit Boards. Having worked for accounting firms, security firms and chartered banks as well as participated in the creation of and operation of several public accountancy firms Mr. Vandenberg has had the opportunity to work in all aspects of accounting, audit and financing.
Since 2005, Mr. Vandenberg has served on the Board of Directors of the Durham Christian Homes Society Inc., the umbrella organization for a group of four operating entities providing independent living and long term care for seniors in Durham Region. He has served as Treasurer, Chair of Finance Committee, Chair of Governance Committee, member of both the Executive Committee and the Transition Committee. He is presently a member of the Finance Committee.
(7) Mr. Christos Couloubis is President at CREM Consulting, is an entrepreneur and investor with over 10 years of professional experience, including 8 years of engineering consulting and 5 years in college teaching engineering. Chris has extensive experience and knowledge in many areas of commercial real estate, from project management, consulting with sellers and buyers, to raising equity and debt for developers and international buyers. Chris will have accountability for Aroga Holding Corp’s capital requirements including working directly with the Venture Capital Community.
Legal Proceedings
To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
Meetings and Committees of the Board of Directors
We do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors.
We do not have an audit committee but have subsequent to the year, in January 2017 appointed additional board of directors. We expect to form such a committee composed of our non-employee directors. Despite the absence of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses prospects as members of our board of directors.
Item 11.
Item 11. Executive Compensation
The following table sets forth information concerning the annual and long term compensation of our Chief Executive Officer, Chief Financial officer and other executive officers who served at the end of the fiscal year December 31, 2016, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. Directors were not paid any compensation. Compensation for the future will be determined when and if additional funding is obtained.
Summary Compensation Table - Officers
There is no employment contract with Mr. Bennett or with Mr. Malhotra at this time. Nor are there any agreements for compensation in the future. A salary and stock option and/or warrants program may be developed in the future.
Director Compensation
Compensation Committee Interlocks and Insider Participation
As of date, our Board of Directors consists of six directors. At present, the Board of Directors has not established any committees.
Director Compensation
There are currently no compensation arrangements in place for members of the board of directors.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, 2016, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
_____________
(1) Grove Bennett, the Company’s Chief Executive Officer is the majority owner of Aroga Technologies.
(2) The percentages are based on of 75,000,000 shares of common stock issued and outstanding as of the date of this report
(3) A total of 75,000,000 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d) (1).
*
All references to common shares and per common share amounts have been retroactively adjusted to reflect the twenty five-for-one forward stock split which was effective June 22, 2016, unless otherwise noted.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Related Persons, Promoters and Certain Control Persons
We utilize the office space and equipment of our management at no cost.
On July 15, 2015, Aroga Technologies acquired from Company shareholders, Robin W. Hunt, Nancy Hunt, and Brian Kistler a control block of stock in the Company consisting of two million eight hundred fifty thousand (2,850,000) shares of restricted common stock of the Company for $25,000. Aroga Technologies utilized its own funds to acquire the shares of common stock of the Company. As a result of this acquisition, Aroga Technologies owns 95% of the issued and outstanding shares of common stock of the Company
On July 31, 2015 Brian Kistler resigned and Grove Bennett was appointed Chief Executive Officer for the Company and Chairman of the Board. On January 23, 2017, a meeting was held to appoint additional Directors of the Corporation. Mr. Grove Bennett, Chief Executive Officer for the Company and Chairman of the Board announced the appointment of Todd Ramsey, Ian Kennedy-Compston, Steve Barclay, George Vandenberg and Christos Couloubis to the Board of Directors of Aroga Holding Corp.
As of December 31, 2016, there has been $29,764 advanced from these related parties. The amounts are documented with demand notes that carries no repayment terms are non-interest bearing. Management will review these arrangements, in future period, to determine if terms are required to be formalized to reflect the economic relationship. The balance due to the related parties at December 31, 2016 and December 31, 2015 was $29,764 and $17,298, respectively.
Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.
Future Transactions
Future transactions with our officers, directors or greater than five percent stockholders will be on terms no less favorable to us than could be obtained from independent third parties, and all such transactions will be reviewed and subject to approval by our board of directors.
Director Independence
We have not:
· Established our own definition for determining whether our director or nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be “independent” under any applicable definition given that he is an officer of the company; nor,
· Established any committees of the Board of Directors.
Given the nature of our company, its limited shareholder base and the current composition of management, the Board of Directors does not believe that we require any corporate governance committees at this time. The Board of Directors takes the position that management of a target business will establish:
· Its own Board of Directors
· Establish its own definition of “independent” as related to directors and nominees for directors,
· Establish committees that will be suitable for its operations after the Company consummates a business combination
Item 14.
Item 14. Principal Accounting Fees and Services
Audit fees represent amounts billed for professional services rendered for the audit of the Company’s annual financial statements. Audit-Related fees represent amounts billed for the services related to the reviews of the Company 10-Q reports.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedule
Signatures
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of April, 2017.
SIGNATURE
TITLE
DATE
/s/ Grove Bennett
Chief Executive Officer
April 4, 2017
Grove Bennett
and Chairman of the Board of Directors
/s/ Rakesh Malhotra
Chief Financial Officer
April 4, 2017
Rakesh Malhotra
/s/ Grove Bennett
Chief Executive Officer
April 4, 2017
Grove Bennett
and Chairman of the Board of Directors
/s/ Todd Ramsey
President and Director
April 4, 2017
Todd Ramsey
/s/ Ian Kennedy-Compston
Director
April 4, 2017
Ian Kennedy-Compston
Steven Barclay
Director
Steven Barclay
/s/ George Vandenberg
Director
April 4, 2017
George Vandenberg
Christos Couloubis
Director
Christos Couloubis
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants
Which Have Not Registered Securities Pursuant to Section 12 of the Act
NONE
AROGA HOLDING CORP.
Green & Company, CPAs
A PCAOB Registered Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Aroga Holding Corporation
We have audited the accompanying balance sheets of Aroga Holding Corporation as of December 31, 2016, and 2015 and the related statement of operations, shareholders’ deficit, and cash flows for the year ended December 31, 2016 and 2015, respectively. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aroga Holding Corporation as of December 31, 2016 and December 31, 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions rise substantial doubt about the company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Green & Company, CPAs
Green & Company, CPAs
Tampa, Florida
April 4, 2017
10320 N 56th Street, Suite 330
Tampa, FL 33617
813.606.4388
Aroga Holding Corp.
BALANCE SHEETS
See notes to financial statements
* All references to common shares and per common share amounts have been retroactively adjusted to reflect the twenty five-for-one forward stock split which was effective June 22, 2016, unless otherwise noted.
Aroga Holding Corp.
STATEMENTS OF OPERATIONS
See notes to financial statements.
* All references to common shares and per common share amounts have been retroactively adjusted to reflect the twenty five-for-one forward stock split which was effective June 22, 2016, unless otherwise noted.
Aroga Holding Corp.
Statements of Changes in Shareholders’ Deficit
For the Years Ended December 31, 2016 and 2015
See notes to financial statements.
* All references to common shares and per common share amounts have been retroactively adjusted to reflect the twenty five-for-one forward stock split which was effective June 22, 2016, unless otherwise noted.
Aroga Holding Corp.
STATEMENTS OF CASH FLOWS
See notes to financial statements.
Aroga Holding Corp.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS
Aroga Holding Corp., (“AROGA” or the “Company”) was incorporated in Florida on August 4, 2011, with an objective to acquire, or merge with, an operating business. As of December 31, 2016, the Company had not yet commenced principal operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND USE OF ESTIMATES
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents at December 31, 2016 and 2015 were $0 and $0, respectively.
CASH FLOWS REPORTING
The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.
FINANCIAL INSTRUMENTS
The Company’s balance sheet includes certain financial instruments, including cash, accounts payable and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
· Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
· Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
· Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Aroga Holding Corp.
NOTES TO FINANCIAL STATEMENTS
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE
The Company accounts for income taxes under FASB ASC 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2016 and 2015.
RELATED PARTIES
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Related party transactions for the periods ended December 31, 2016 and December 31, 2015 totaled $29,764 and $17,298, respectively consisting of advances payable.
SHARE-BASED EXPENSE
ASC 718, Compensation - Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
Share-based expense for the years ended December 31, 2016 and 2015 was $0.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2016 and 2015. As of December 31, 2016 and 2015, the Company had no dilutive potential common shares.
Aroga Holding Corp.
NOTES TO FINANCIAL STATEMENTS
COMMITMENTS AND CONTINGENCIES
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of December 31, 2016 and 2015.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items" (ASU 2015-01). The amendments in ASU 2015-01 eliminate the GAAP concept of extraordinary items and no longer requires that transactions that met the criteria for classification as extraordinary items be separately classified and reported in the financial statements. ASU 2015-01 retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands them to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 will become effective in fiscal 2017. The Company is in the process of evaluating the amendments to determine if they have a material impact on the Company’s financial position, results of operations or cash flow.
In July 2015, the FASB issued guidance which requires all inventories, except those using the last-in, first-out or retail methods, to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. The guidance is not expected to have a material impact in the financial results.
In May 2015, the FASB issued guidance which removed the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also removed the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The guidance was a change in disclosure only and will not have an impact in the financial results.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” as part of its simplification initiative. Under the ASU, organizations that present a classified balance sheet are required to classify all deferred taxes as noncurrent assets or noncurrent liabilities. ASU No. 2015-17 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is in the process of evaluating the amendments to determine if they have a material impact on the Company’s financial position, results of operations or cash flow.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02). The FASB issued the update to require the recognition of lease assets and liabilities on the balance sheet of lessees. ASU 2016-02is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 requires a modified retrospective transition method with the option to elect a package of practical expedients. Early adoption is permitted. The Company is evaluating the effect that ASU 2016-02 will have on its financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08). The FASB issued the amendment to clarify the implementation guidance on principal versus agent considerations. The effective date and transition requirements for the amendments in this update is for annual reporting period beginning after December 15, 2017. The Company is evaluating the effect that ASU 2016-08 will have on its financial statements and related disclosures.
In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (ASU 2016-10). The FASB issued the amendment to clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in this update is for annual reporting periods beginning after December 15, 2016 The Company is evaluating the effect that ASU 2016-10 will have on its financial statements and related disclosures.
Aroga Holding Corp.
NOTES TO FINANCIAL STATEMENTS
In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (ASU 2016-12). The FASB issued the amendment to improve Topic 606 by reducing the potential for diversity in practice at initial application and reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements of ASU 2014-09. The Company is evaluating the effect that ASU 2016-12 will have on its financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments" (ASU 2016-15. The new guidance clarifies eight cash flow classification issues where current GAAP was either unclear or has no specific guidance. The new standard is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. All entities may elect to early adopt ASU 2016-15 in any interim period. If an entity early adopts it must adopt all eight of the amendments in the same period and if early adopted in an interim period any adjustments should be reflected as of the beginning of the year. The amendments in ASU 2016-15 will be applied using the modified retrospective transition method for each period presented. The Company is evaluating the impact the adoption of this guidance will have on the classification of certain items on its statements of cash flows.
In January 2017, the FASB issued ASU No. 2017-01 Business Combinations (Topic 805) - Clarifying the Definition of a Business. This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a screen to determine when a set of assets and activities is not a business. If the screen is not met, the amendments require further consideration of inputs, substantive processes and outputs to determine whether the transaction is an acquisition of a business. The new update is effective for annual periods beginning after December 15, 2017. The amendments in ASU 2017-01 will be implemented on a prospective basis.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE 3. GOING CONCERN
For the fiscal years ended December 31, 2016 and 2015, the Company had net losses of $16,493 and $2,933 and negative cash flows from operating activities of $12,466 and $11,247, respectively. As of December 31, 2016 the Company had a working capital deficit of $33,924. The company has not generated any revenues to date.
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Aroga Holding Corp.
NOTES TO FINANCIAL STATEMENTS
NOTE 4. INCOME TAXES
At December 31, 2016, the Company had a net operating loss carry-forward for Federal income tax purposes of approximately $35,424 that may be offset against future taxable income through 2036. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets calculated at the effective rates note below, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by the valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.
The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate of 3.6% to income before taxes), as follows:
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
For the year ended December 31, 2016 and for the year ended December 31, 2015, the Company has net operating losses from operations. The carry forwards expire through the year 2036. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.
The Company’s net deferred tax asset as of December 31, 2016 and December 31, 2015 is as follows:
The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2013 through the year ended December 31, 2016. The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the period from inception through the year ended December 31, 2016.
Aroga Holding Corp.
NOTES TO FINANCIAL STATEMENTS
NOTE 5. SHAREHOLDERS' EQUITY
COMMON STOCK
The Company has been authorized to issue 900,000,000 shares of common stock, $0.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. On August 4, 2011, the Company issued 3,000,000 shares of common stock, at $.0005, for $1,500.
On June 22, 2016, the Board of Directors of the Company approved a forward stock split of twenty-five for one (25:1) of the Company's total issued and outstanding shares of common stock (the “Stock Split”) Pursuant to the Company's Bylaws and the Florida Corporate Statutes, a vote by the Board of Directors is required to effect the Stock Split. As of the record date of June 22, 2016 the Company had 3,000,000 voting shares of common stock issued and outstanding. Post stock split the Company now has 75,000,000 shares of common stock.
All references to common shares and per common share amounts have been retroactively adjusted to reflect the twenty five-for-one forward stock split which was effective June 22, 2016, unless otherwise noted.
PREFERRED STOCK
The Company has been authorized to issue 750,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. There have been no preferred shares issued.
WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
NOTE 6. RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it is relying on advances from its shareholders and 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. As of December 31, 2016, there has been $29,764 advanced from these related parties. The amounts are not documented by formalized demand notes and currently carries no repayment terms and are non-interest bearing. Management will review these arrangements, in future period, to determine if terms are required to be formalized to reflect the economic relationship. The balance due to the related party at December 31, 2016 and December 31, 2015 was $29,764 and $17,298, respectively.
The Company does not own or lease property or lease office space. The Company has been provided office space by a member of the Board of Directors at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.
Aroga Holding Corp.
NOTES TO FINANCIAL STATEMENTS
NOTE 7. NOTES PAYABLE - RELATED PARTY
Notes payable consisted of the following:
NOTE 8. COMMITMENTS AND CONTINGENCIES
From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.
NOTE 9. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date of the financial statements were issued, considered to be the date of filing with the Securities and Exchange Commission. Management has determined that there are no subsequent events to disclose.