Filed 2025-09-02 · Period ending 2025-05-31 · 12,944 words · SEC EDGAR
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# Londax Corp. (LDXC) — 10-K
**Filed:** 2025-09-02
**Period ending:** 2025-05-31
**Accession:** 0001683168-25-006612
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1985554/000168316825006612/)
**Origin leaf:** adc642ea4001e0697177365008386c1ccf49934639d98f5ade8e87af1421a3aa
**Words:** 12,944
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**Table of Contents
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**UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549
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**Form 10-K**
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Annual Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
**For the fiscal year ended May 31, 2025**
Transition Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number**333-274140**
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**LONDAX CORP.**
(Exact name of registrant as specified in its charter)
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Wyoming |
7371 |
35-2807931 | |
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State or Other Jurisdiction of |
Primary Standard Industrial |
IRS Employer | |
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Incorporation or Organization |
Classification Code Number |
Identification Number | |
**Puces iela 47, Riga,**
**Latvia LV-1082**
**+371 29591676**
**londaxcorp@protonmail.com**
(Address and telephone number of principal executive
offices)
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Securities registered under Section 12(b) of the Exchange
Act: | |
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Title of each class |
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Trading Symbol |
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Name of each exchange on
which registered | |
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N/A |
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N/A |
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N/A | |
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Securities registered under Section 12(g) of the Exchange
Act: | |
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ordinary
shares, par value $0.001 per share | |
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(Title of Class) | |
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Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes No
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
Indicate by check
mark whether the registrant (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 was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YesNo
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
YesNo
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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Emerging growth company
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Smaller reporting company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check
mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. YesNo
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those
error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).YesNo
State the aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed
second fiscal quarter. $0
State the number of shares outstanding
of each of the issuer's classes of common equity, as of the latest practicable date: 2,231,135
common shares issued and outstanding as of September 2, 2025.
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TABLE OF CONTENTS
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Page | |
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PART I |
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Item 1. |
Business. |
3 | |
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Item 1A. |
Risk Factors. |
5 | |
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Item 1B. |
Unresolved Staff Comments. |
5 | |
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Item 1C. |
Cybersecurity. |
5 | |
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Item 2 |
Properties. |
6 | |
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Item 3. |
Legal proceedings. |
6 | |
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Item 4. |
Mine Safety Disclosures. |
6 | |
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PART II |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
7 | |
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Item 6. |
[Reserved] |
8 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
8 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
10 | |
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Item 8. |
Financial Statements and Supplementary Data. |
11 | |
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Item 9. |
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. |
11 | |
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Item 9A. |
Controls and Procedures. |
11 | |
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Item 9B. |
Other Information. |
12 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
12 | |
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PART III |
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Item 10 |
Directors, Executive Officers and Corporate Governance. |
13 | |
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Item 11. |
Executive Compensation. |
15 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
15 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
16 | |
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Item 14. |
Principal Accounting Fees and Services. |
16 | |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules. |
17 | |
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Item 16. |
Form 10K Summary. |
17 | |
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Signatures |
18 | |
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**PART I**
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**Item 1. Business.**
**DESCRIPTION OF BUSINESS**
Our company was established as a Wyoming corporation
on May 19, 2023. As a developmental-stage enterprise, our primary focus is on offering IT consulting services and software development
solutions. Our web site is https://londaxcorp.com/. Currently, we have developed and implemented our flagship product https://londax.ai/,
which comprises a Customer Relationship Management (CRM) System, Applicant Tracking Systems (ATS), and out-staffing services.
Our principal executive office is located at Puces
iela 47, Riga, Latvia LV-1082. Our phone number is +37129591676.
Our company develop and implement a customized
Customer Relationship Management (CRM) System that facilitates out-staffing for our future clients. Our software is designed to seamlessly
integrate into our clients' corporate structure, enabling them to hire and manage their staff, including top managers and IT specialists,
with ease.
We are intending
to operate in Europe with potential for working worldwide. From a technical perspective, londax.ai is a web application consisting of
Frontend and Backend components hosted on cloud services provided by AWS. Londax.ai CRM system is developed for analyzing and monitoring
the recruitment process using a funnel (hiring stages) and analyzing the KPIs of the already hired personnel. Currently, our main dashboard
consists of: 1) Segment for Recruitment: funnel, creating job postings (manual \ AI) and
portal for applicants.2) Segment for; Employees: Profile, password and personal data change and Help.
For the Artificial Intelligence functionality (advertisement generation),
the OpenAI API is used.
**Revenue**
Our possible revenue streams are following:
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Subscription-Based Revenue Model: This revenue stream involves charging clients a monthly or annual fee for access to our CRM system. We can offer various rate plans, enabling clients to choose a subscription that best suits their needs and budget. | |
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2. |
Customization Services: We can charge clients on a project basis for customization services. This revenue stream involves working closely with clients to develop customized solutions that meet their specific needs and objectives. | |
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3. |
Data Migration Services: We can partner with data management companies to offer data migration services to clients who need to transfer their data from their existing system to our CRM system. This revenue stream involves charging clients a fee for data migration services. | |
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4. |
Training and Consulting Services: We can offer training and consulting services to help clients get the most out of our CRM system. This revenue stream involves charging clients a fee for training and consulting services. | |
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5. |
Integration Services: We can offer integration services to enable clients to integrate our CRM system with other software solutions. This revenue stream involves charging clients a fee for integration services. | |
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6. |
Maintenance and Support Services: We can offer maintenance and support services to ensure that our clients' CRM system is functioning properly and to provide technical support as needed. This revenue stream involves charging clients a fee for maintenance and support services. | |
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7. |
Upgrades and Add-Ons: We can offer upgrades and add-ons to our CRM system to provide additional functionality or to keep up with changing technologies. This revenue stream involves charging clients a fee for upgrades and add-ons. | |
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**Marketing and Competition**
Our business is focused on the online market,
and we intend to utilize various online marketing tools to promote our services effectively. To reach our potential clients, we plan to
employ banners, flags, and video advertisements on popular social media platforms such as Facebook, Twitter, Instagram, and YouTube. We
will present our services in an organized web catalog that can be easily accessed through our website and mobile application. Our catalog
will be categorized and tagged to facilitate user-friendliness.
We intend to leverage context advertising tools
such as Google AdWords, Yahoo!, and similar tools provided by AOL and Facebook to attract customer attention. Additionally, we will utilize
SEO (Search Engine Optimization) to ensure that our application and web platform appear at the top of search queries related to our services.
We will participate in advertising conventions,
workshops, presentations, and similar events to promote our application and services. We will also advertise our services in printed and
electronic issues of magazines, commercial web communities, and communities of advertising professionals.
To further enhance our promotional activities,
we will establish our social media pages on popular platforms such as Facebook, Twitter, and Instagram. We plan to demonstrate how our
product works and performs on these platforms to increase customer engagement. We will also use WhatsApp accounts to post up-to-date information
and create discussion channels with our customers and interested individuals. We believe that instant messaging platforms like WhatsApp,
Telegram, and others will help us react and interact with our customers more efficiently.
Our company has designed our services to cater
to small to midsize business entities, with the flexibility to adjust and accommodate their evolving needs as they grow.
We operate in a highly competitive industry, our
strategy focuses on the following aspects:
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Our officers and directors have professional management and marketing experience and a vast network. | |
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Our customized approach aligns with the values, mission, and market needs of our clients. | |
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We continuously analyze contemporary social media trends without interruption. | |
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We utilize AI, data science, and data analysis to increase efficiency and productivity. | |
Despite the presence of numerous competitors in
the market, our advantages include a focus on small and medium-sized businesses, as well as a willingness to work with larger companies.
We prioritize customization and tailor our products and solutions to meet our clients' unique needs, while also providing maximum integration
on their behalf.
**Employees; Identification of Certain Significant Employees.**
We have no employees other thanour president,
Olegs Pavlovs, who currently devotes approximately twenty hours per week to company matters.
**Government Regulation**
Our principal office is located in Latvia and
we are intending to operate in EU (European Union). We are might be subject of following EU governmental regulations:
GDPR governs the processing of personal data in
the European Union (EU). Our Company must ensure that we comply with GDPR when collecting, storing, and processing personal data through
their software products.
Consumer Protection Laws. This EU directive establishes
rules for online and distance sales, including software. It covers issues such as the right of withdrawal, warranties, and dispute resolution.
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Copyright Law: Software is subject to copyright
protection in most European countries. Our Company must respect the intellectual property rights of others and enforce their own software
copyrights.
Export Control Regulations: If our software includes
encryption technology or has other export-controlled components, we may need to comply with EU and national export control regulations.
E-Commerce Directive: This directive addresses
various legal aspects of e-commerce, including electronic contracts, electronic signatures, and liability of online service providers.
Antitrust and Competition Laws: Our Company must
comply with EU and national competition laws, which can affect software pricing, distribution, and licensing practices.
VAT (Value Added Tax): VAT rules can vary from
country to country within the EU, and they may apply to the sale of our software products.
Contract Law: Software sales often involve licensing
agreements and contracts. Company should ensure that our contracts comply with applicable contract laws and are enforceable.
Network and Information Security Directive (NIS
Directive): This directive imposes cybersecurity requirements on operators of essential services and digital service providers.
Sanctions and Embargoes: Depending on the nature
of our software and its use cases, we may need to be aware of EU sanctions and embargoes that restrict the sale or export of certain software
products to specific countries.
**Offices**
Our business office is located at Puces iela 47,
Riga, Latvia LV-1082. This address was provided by our president, Mr. Pavlovs. Our telephone number is+371 29591676.
**Item 1A. Risk Factors.**
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Not applicable to smaller reporting
companies.
**Item 1B. Unresolved Staff Comments.**
Not applicable to smaller reporting companies.
**Item 1C. Cybersecurity.**
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The Company currently relies on third-party hosting
and software providers for its core platform operations, email communications, and data storage. These vendors maintain their own cybersecurity
programs, which include network protection, access controls, and incident response procedures. While Londax Corp. does not yet employ
a dedicated IT security team, its directors are actively involved in overseeing operational and technological risk, including cybersecurity.
Executive management, consisting of the Chief
Executive Officer and the Board, is responsible for identifying, evaluating, and responding to potential cyber risks. The Company periodically
reviews its internal systems and third-party vendor protocols to assess vulnerabilities and ensure secure handling of sensitive business
information.
To date, Londax Corp. has not experienced any
material cybersecurity incidents, and no specific threat has materially affected or is reasonably likely to materially affect the Companys
business strategy, operations, or financial condition. However, the Company recognizes that its reliance on cloud infrastructure and digital
communication tools poses an ongoing cybersecurity risk and will continue to assess and strengthen controls as operations scale.
Management plans to formalize its cybersecurity
policies and implement internal training protocols as the business grows.
As of May 31, 2025, we have not identified an
indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements. However,
despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected
cybersecurity incidents.
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**Item 2. Properties.**
We do not own any real estate or other properties.
**Item 3. Legal Proceedings.**
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During the past ten years, none of the following
occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction
in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3)
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading
commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
We are not currently a party to any legal proceedings,
and we are not aware of any pending or potential legal actions.
**Item 4. Mine Safety Disclosures.**
Not applicable.
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**PART II**
**Item 5. Market for Registrants Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.**
**MARKET INFORMATION**
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There is presently no public market for our common
stock. We anticipate making an application for trading of our common stock on the OTC Link upon the effectiveness of the registration
statement of which this prospectus forms a part. We can provide no assurance that our shares will be traded on the OTC Link, or if traded,
that a public market will materialize.
The Securities Exchange Commission has adopted
rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief,
clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between
the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in
the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including
language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to
effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of
the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market
value of each penny stock held in the customer's account.
In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a
risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability
statement.
These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because
our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
**HOLDERS**
Currently, we have 52 holders of record of our common stock.
**DIVIDEND POLICY**
There are no restrictions in our articles of incorporation
or bylaws that prevent us from declaring dividends. The Wyoming Revised Statutes, however, do prohibit us from declaring dividends where
after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they
become due in the usual course of business, or;
2. our total assets would be less than the sum
of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior
to those receiving the distribution.
We have not declared any dividends and we do not
plan to declare any dividends in the foreseeable future.
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**SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION
PLANS**
We have no equity compensation or stock option
plans.
**RECENT SALES OF UNREGISTERED SECURITIES**
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The Company has 75,000,000,
$0.001 par value shares of common stock authorized.
On May 31, 2023 the Company
issued 4,000,000 shares of common stock to our president for consideration of $4,000 at par value $0.001 per share.
In January 2024 the Company
issued 705,203 shares of common stock for consideration of $21,156 at par value $0.03 per share.
In February 2024 the
Company issued 420,200 shares of common stock for consideration of $12,606 at par value $0.03 per share.
In March 2024 the Company
issued 105,732 shares of common stock for consideration of $3,172 at par value $0.03 per share.
There were 5,231,135
and 5,231,135 shares of common stock issued and outstanding as of May 31, 2025 and 2024.
**OTHER STOCKHOLDER MATTERS**
None.
**Item 6. [Reserved]**
**Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.**
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Results of Operations for the years ended May 31, 2025 and 2024:
*Revenue*
For the years ended May 31, 2025 and 2024, the
Company generated total revenue of $66,410 and $25,297, respectively, from providing services to its customers. Revenue increased by approximately
$41,113, or 162.5%, for the year ended May 31, 2025, compared to the same period in 2024. The increase was mainly due to a higher volume
of services delivered and an expanded customer base.
*Cost of sales*
**
Cost of sales for the years ended May 31, 2025
was $12,000, compared to $0 for the comparable period in 2024.
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*Operating expenses*
Total operating expenses for the year ended May
31, 2025 were $55,608 ($27,179 for the year ended May 31, 2024) consisting of amortization and depreciation expense of $11,287 ($1,100
for the year ended May 31, 2024); general and administrative expenses of $26,932 ($4,271 for the year ended May 31, 2024); professional
fees of $17,389 ($21,808 for the year ended May 31, 2024). Operating expenses increased by approximately $28,429, or 104.6%, for the year
ended May 31, 2025 as compared to the same period of 2024. The change was primarily due to higher General and Administrative expenses
and amortization expenses. General and Administrative expenses increased due to an increase in intangible asset development expenses.
Amortization expenses increased as the Company capitalized a portion of the intangible asset development costs.
*Net Losses*
The company recorded a net loss of $1,198 for
the years ended May 31, 2025, and $1,882 for the year ended May 31, 2024. As a result of the factors described above, net loss for the
year ended May 31, 2025 decreased by approximately $684, or 36.3%, as compared for the same period for 2024.
**LIQUIDITY AND CAPITAL RESOURCES**
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As of May 31, 2025, the Company had $10,606 in
cash and our liabilities were $55,653, comprising $51,372 in accounts payable and $4,281 owed to Olegs Pavlovs, our president.
As of May 31, 2024, the Company had $1,664 in
cash and our liabilities were $18,772, comprising $14,512 in accounts payable and $4,260 owed to Olegs Pavlovs, our president.
Since inception to May 31, 2025, we have sold
5,231,135 shares of common stock to our president and shareholders.
**Cash Flows from Operating Activities**
Net cash used in operating activities was $94,461
for the year ended May 31, 2025, compared with $53,782 used in operating activities during the year ended May 31, 2024.
During the year ended May 31, 2025, the net cash
of $94,461 used in operating activities was attributed to net loss of $1,198; decreased by amortization and depreciation expense of $11,287,
software in development of $33,000; and increased by accounts payable of $51,372.
During the year ended May 31, 2024, the net cash
of $53,782 used in operating activities was attributed to net loss of $1,882; decreased by amortization and depreciation expense of $1,100;
and increased by prepaid expenses of $20,000 and software in development of $33,000.
**Cash Flows from Investing Activities**
For the year ended May 31, 2025, net cash flows
provided by or used in investing activities was $71,028, which was attributable to the capitalization of the development of intangible
assets.
For the year ended May 31, 2024, net cash flows
provided by or used in investing activities was $3,500, which was attributable to website acquisition.
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**Cash Flows from Financing Activities**
For the year ended May 31, 2025, net cash flows
provided by financing activities was $14,491, which was attributable to repayments of Notes Payable and net advances received from related
parties.
For the year ended May 31, 2024, net cash flows
provided by financing activities was $54,946, which was attributable to proceeds from the issuance of common stock and net advances received
from related parties.
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**Recent Accounting Pronouncements**
The Company has reviewed all the recent accounting
pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have
a material impact on the Companys financial reporting.
**OFF-BALANCE SHEET ARRANGEMENTS**
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
**LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL
CAPITAL**
There is no historical financial information about
us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot
guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will
be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or
expand our operations. Equity financing could result in additional dilution to existing shareholders.
**Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.**
Not applicable for smaller reporting companies.
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**Item 8. Financial Statements and Supplementary
Data.**
**INDEX TO FINANCIAL STATEMENTS**
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Reports of Independent Registered Public Accounting Firms (PCAOB ID: 6993) |
F-2 | |
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Balance Sheets May 31, 2025 and 2024 |
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Statements of Operations Years ended May 31, 2025 and 2024 |
F-5 | |
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Statements of Stockholders Equity Years ended May 31, 2025 and 2024 |
F-6 | |
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Statements of Cash Flows Years ended May 31, 2025 and 2024 |
F-7 | |
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Notes to the Financial Statements |
F-8 | |
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**Report of Independent Registered Public Accounting
Firm**
The Board of Directors and Stockholders of
**LONDAX CORP.**
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of **Londax Corp** (the Company) as of May 31, 2025 and 2024, and the related statements of operations, changes in stockholders
equity / (deficit) and cash flows for each of the two years in the period ended May 31, 2025 and 2024, 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 May 31, 2025 and 2024, and the results of its operations
and its cash flows for each of the two years in the period ended May 31, 2025 and 2024, in conformity with accounting principles generally
accepted in the United States of America.
Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit
of $(3,279), and a negative working capital of $(25,047). The Company currently have limited revenue. The continuation of the Company
as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders and lenders.
Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Companys
obligations as they become due. These factors raise substantial doubt about the Company ability to continue as a going concern. These
financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our
audit. 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 audits 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 Companys
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.
Critical Audit Matters
Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements
taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate.
| | F-2 | | |
**Going Concern Uncertainty
See also Going Concern Uncertainty explanatory paragraph above:**
****
As described in Note
2 to the financial statements, the Company has operating losses and accumulated deficit. Furthermore, the company have generated limited
revenue since the inception of business. The ability of the Company to continue as a going concern is dependent upon generating profitable
business operation and obtaining additional working capital funding by way of a private or public offering. These conditions raise substantial
doubt about the Companys ability to continue as a going concern.
The procedures performed to address the matter
included.
|
(i) | We inquired of executive officers, and key members of management, of the Company regarding factors that
would have an impact on the Companys ability to continue as a going concern, | |
|
(ii) | We evaluated managements plan for addressing the adverse effects of the conditions identified,
including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods
and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs
and the Companys ability to generate sufficient cash flow, | |
|
(iii) | We assessed the possibility of raising additional debt or credit, | |
|
(iv) | We evaluated the completeness and accuracy of disclosures in the financial statements. | |
**/S/ Boladale Lawal**
**BOLADALE LAWAL & CO.**
**(Chartered Accountants)**
**(PCAOB ID 6993)**
Lagos, Nigeria
We have served as the Companys auditor
since 2024.
September 1, 2025
****
****
****
****
****
****
****
****
****
****
****
****
****
****
****
****
****
| | F-3 | | |
****
**LONDAX CORP.**
**BALANCE SHEETS**
****
|
| |
May 31, 2025 (Audited) | |
May 31, 2024 (Audited) | |
|
ASSETS | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Cash | |
$ | 10,606 | | |
$ | 1,664 | | |
|
Prepaid Expenses | |
| 20,000 | | |
| 20,000 | | |
|
Software in Development | |
| | | |
| 33,000 | | |
|
Total Current Assets | |
| 30,606 | | |
| 54,664 | | |
|
| |
| | | |
| | | |
|
Fixed Assets, Net | |
| 187 | | |
| 374 | | |
|
Mobile App, Net | |
| 21,580 | | |
| | | |
|
Software Development Costs, Net | |
| 29,607 | | |
| | | |
|
Website, Net | |
| 11,328 | | |
| 2,587 | | |
|
Total Other Assets | |
| 62,702 | | |
| 2,961 | | |
|
| |
| | | |
| | | |
|
Total Assets | |
$ | 93,308 | | |
$ | 57,625 | | |
|
LIABILITIES AND STOCKHOLDERS EQUITY | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Accounts Payable | |
$ | 51,372 | | |
$ | | | |
|
Notes Payable | |
| | | |
| 14,512 | | |
|
Related Party Loan | |
| 4,281 | | |
| 4,260 | | |
|
Total Current Liabilities | |
| 55,653 | | |
| 18,772 | | |
|
| |
| | | |
| | | |
|
Common Stock, $0.001 par value, 75,000,000 shares authorized; 5,231,135 and 5,231,135 shares issued and outstanding, respectively | |
| 5,231 | | |
| 5,231 | | |
|
Additional Paid-in Capital | |
| 35,703 | | |
| 35,703 | | |
|
Accumulated Income (Deficit) | |
| (3,279 | ) | |
| (2,081 | ) | |
|
Total Stockholders Equity | |
| 37,655 | | |
| 38,853 | | |
|
| |
| | | |
| | | |
|
Total Liabilities and Stockholders Equity | |
$ | 93,308 | | |
$ | 57,625 | | |
****
The accompanying notes are an integral part of
these financial statements.
| | F-4 | | |
**LONDAX CORP.**
**STATEMENTS OF OPERATIONS**
Years ended May 31, 2025 and 2024
****
|
| |
Year ended May 31, 2025 (Audited) | |
Year ended May 31, 2024 (Audited) | |
|
| |
| |
| |
|
REVENUES | |
$ | 66,410 | | |
$ | 25,297 | | |
|
Cost of sales | |
| 12,000 | | |
| | | |
|
GROSS PROFIT | |
| 54,410 | | |
| 25,297 | | |
|
| |
| | | |
| | | |
|
OPERATING EXPENSES | |
| | | |
| | | |
|
Amortization and Depreciation Expense | |
| 11,287 | | |
| 1,100 | | |
|
General and Administrative Expenses | |
| 26,932 | | |
| 4,271 | | |
|
Professional Fees | |
| 17,389 | | |
| 21,808 | | |
|
TOTAL OPERATING EXPENSES | |
| 55,608 | | |
| 27,179 | | |
|
| |
| | | |
| | | |
|
NET INCOME /(LOSS) FROM OPERATIONS | |
| (1,198 | ) | |
| (1,882 | ) | |
|
| |
| | | |
| | | |
|
PROVISION FOR INCOME TAXES | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
NET INCOME /(LOSS) | |
$ | (1,198 | ) | |
$ | (1,882 | ) | |
|
| |
| | | |
| | | |
|
NET INCOME /(LOSS) PER SHARE: BASIC AND DILUTED | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
|
| |
| | | |
| | | |
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | |
| 5,231,135 | | |
| 4,408,238 | | |
****
****
The accompanying notes are an integral part of
these financial statements.
| | F-5 | | |
**LONDAX CORP.**
**STATEMENTS OF STOCKHOLDERS EQUITY**
Years ended May 31, 2025 and 2024
|
| |
| |
| |
| |
| |
| |
|
| |
Common Stock | |
Additional Paid-in | |
Accumulated | |
Total Stockholders | |
|
| |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity | |
|
| |
| |
| |
| |
| |
| |
|
Balance, May 31, 2024 | |
| 5,231,135 | | |
$ | 5,231 | | |
$ | 35,703 | | |
$ | (2,081 | ) | |
$ | 38,853 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net Loss for the year ended May 31, 2025 | |
| | | |
| | | |
| | | |
| (1,198 | ) | |
| (1,198 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance, May 31, 2025 | |
| 5,231,135 | | |
$ | 5,231 | | |
$ | 35,703 | | |
$ | (3,279 | ) | |
$ | 37,655 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Inception, May 31, 2023 | |
| 4,000,000 | | |
$ | 4,000 | | |
$ | | | |
$ | (199 | ) | |
$ | 3,801 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Common stock issued for cash | |
| 1,231,135 | | |
| 1,231 | | |
| 35,703 | | |
| | | |
| 36,934 | | |
|
Net Loss for the year ended May 31, 2024 | |
| | | |
| | | |
| | | |
| (1,882 | ) | |
| (1,882 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance, May 31, 2024 | |
| 5,231,135 | | |
$ | 5,231 | | |
$ | 35,703 | | |
$ | (2,081 | ) | |
$ | 38,853 | | |
****
****
The accompanying notes are an integral part of
these financial statements.
| | F-6 | | |
**LONDAX CORP.**
**STATEMENTS OF CASH FLOWS**
Years ended May 31, 2025 and 2024
|
| |
Year ended May 31, 2025 (Audited) | |
Year ended May 31, 2024 (Audited) | |
|
| |
| |
| |
|
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | | |
|
Net Income (Loss) | |
$ | (1,198 | ) | |
$ | (1,882 | ) | |
|
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | | |
| | | |
|
Amortization and Depreciation Expense | |
| 11,287 | | |
| 1,100 | | |
|
Prepaid Expenses | |
| | | |
| (20,000 | ) | |
|
Software in Development | |
| 33,000 | | |
| (33,000 | ) | |
|
Accounts Payable | |
| 51,372 | | |
| | | |
|
CASH FLOWS USED IN OPERATING ACTIVITIES | |
| 94,461 | | |
| (53,782 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | | |
|
Software Development Costs | |
| (36,828 | ) | |
| | | |
|
Mobile App | |
| (23,000 | ) | |
| | | |
|
Website | |
| (11,200 | ) | |
| (3,500 | ) | |
|
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | |
| (71,028 | ) | |
| (3,500 | ) | |
|
| |
| | | |
| | | |
|
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | | |
|
Notes Payable | |
| (14,512 | ) | |
| 14,512 | | |
|
Proceeds from the Issuance of Common Stock | |
| | | |
| 36,934 | | |
|
Related Party Loan | |
| 21 | | |
| 3,500 | | |
|
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| (14,491 | ) | |
| 54,946 | | |
|
| |
| | | |
| | | |
|
Net increase (decrease) in cash and equivalents | |
| 8,942 | | |
| (2,336 | ) | |
|
Cash and equivalents at beginning of the period | |
| 1,664 | | |
| 4,000 | | |
|
Cash and equivalents at end of the period | |
$ | 10,606 | | |
$ | 1,664 | | |
|
| |
| | | |
| | | |
|
Supplemental cash flow information: | |
| | | |
| | | |
|
Cash paid for: | |
| | | |
| | | |
|
Interest | |
$ | | | |
$ | | | |
|
Taxes | |
$ | | | |
$ | | | |
****
****
The accompanying notes are an integral part of
these financial statements.
| | F-7 | | |
**LONDAX CORP.**
**NOTES TO THE FINANCIAL STATEMENTS**
**YEAR ENDED MAY 31, 2025**
****
**NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION**
Londax Corp. (referred
as the Company, we, our) was Incorporated in the State of Wyoming and established on May 19,
2023. We are a Software Development company that offers Consulting services.
Our office is located
at Puces iela 47, Riga, Latvia LV-1082.
**NOTE 2
GOING CONCERN**
The Companys financial statements have
been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and
liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the
Company had an accumulated loss of $3,279 as of May 31, 2025, a net loss of $1,198 for the year ended May 31, 2025. The Company has Related
Party Loan on a balance sheet of $4,281 as of May 31, 2025. These factors raise substantial doubt about the Companys ability to
continue as a going concern.
The Company is attempting
to commence operations and generate sufficient revenue; however, the Companys cash position may not be sufficient to support the
Companys daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company
believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional
funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Companys
ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public
or private offering.
The financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.
**NOTE 3 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES**
**Basis of Presentation**
****
The accompanying financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP).
The Companys year-end
is May 31.
**Development Stage Company**
The Company is a development stage company as
defined in the Accounting Standards Codification (ASC) 915 Development Stage Entities. The Company is devoting
substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated
since inception have been considered as part of the Company's development stage activities.
The Company has elected to adopt application of
Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial
Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure
requirements of Topic 915.
****
****
****
****
| | F-8 | | |
****
**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.
**Cash and Cash Equivalents**
****
The Company considers
all highly liquid investments with the original maturities of three months or less to be cash equivalents.
The Company issued 4,000,000
common shares for consideration of $4,000 at par value $0.001 to the Companys president Olegs Pavlovs. The Company owes $4,281
in Related Party Loan currently to president as per Incorporation expenses of May 31, 2025.
****
**Website,
Mobile Application and Software Development Costs**
The Company follows the
provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software
products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility
have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The
Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life
of the costs.
**Fair Value of Financial
Instruments**
****
AS 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
cash and the Companys loan from shareholder approximates its fair value due to their short-term maturity.
****
**Income Taxes**
****
Income taxes are computed
using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently
enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence,
are not expected to be realized.
| | F-9 | | |
**Basic Income (Loss)
Per Share**
****
The Company computes
income (loss) per share in accordance with FASB ASC 260 Earnings per Share. Basic loss per share is computed by dividing
net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted
income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes
all potential common shares if their effect is anti-dilutive.
As of May 31, 2025 and
2024, there were no potentially dilutive debt or equity instruments issued or outstanding.
**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 not
granted any stock options.
**Recent Accounting
Pronouncements**
In November 2023, the FASB issued ASU No. 2023-07,
Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies
disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures
about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption
is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable.
The adoption of ASU 2023-07 has not had a material effect on the Companys statements and disclosures.
Management does not believe that any other recently
issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
****
**Note 4 FIXED
ASSETS**
As of May 31,
2025, our fixed assets comprised of $561 in equipment. Depreciation expense of equipment was $374 as of May 31,
2025.
**Note
5 INTANGIBLE ASSETS**
****
In August 2023 the Company acquired a website
for $3,500 to provide its services to customers. Amortization expense of the website was $2,079 as of May 31,
2025.
In November 2024 the Company completed the development
of another website to advertise its services. The total cost of the website development was $8,855. On November 30, 2024, the Company
capitalized $7,700 of the website development costs. Amortization expense of the website was $1,283 as of May 31,
2025.
Additionally, in May 2025 we introduced a new
website to promote services for Android mobile application users. The total cost of the website development was $7,500. On May 29, 2025,
the Company capitalized $3,500 of the website development costs. Amortization expense of the website was $9 as of May 31,
2025.
| | F-10 | | |
In February 2025 the Company completed the development
of mobile application. The total cost of the mobile application development was $17,029. On February 15, 2025, the Company capitalized
$14,000 of the mobile application development costs. Amortization expense of the mobile application was $1,347 as of May 31,
2025.
In May 2025 we launched our Android mobile application,
as the previous version was only available for iOS users. The total cost of the mobile application development was $16,000. On May 23,
2025, the Company capitalized $9,000 of the mobile application development costs. Amortization expense of the mobile application was $73
as of May 31, 2025.
The Company has developed its Customer Relationship
Management (CRM) platform. The total cost of the CRM platform is $37,000. On August 31, 2024, the Company capitalized $28,828 of platform
development costs. As of May 31, 2025, the total amount of the CRM platform development costs was $28,828. Amortization expense of the
CRM platform development costs was $7,207 as of May 31, 2025.
The Company has launched its Interview Kit Generator
Program at https://roleform.com/. We created Roleform to help non-technical founders, recruiters, and hiring managers quickly generate
high-quality interview questions. It saves time, ensures better candidate evaluation, and improves hiring decisions even without deep
expertise in the role. The total cost of the Program is $15,000. On May 30, 2025, the Company capitalized $8,000 of the Program development
costs. As of May 31, 2025, the total amount of the Program development costs was $8,000. Amortization expense of the Program development
costs was $14 as of May 31, 2025.
The Company believes that the development of its
websites, mobile applications, CRM platform and Interview Kit Generator Program will be relevant for 3 years with its constant testing
and improvement.
****
**Note 6 SOFTWARE IN DEVELOPMENT**
****
Software in development primarily consists of
prepaid software development costs. These costs are currently recorded as an asset and will be partially capitalized upon the successful
completion of the development process, in accordance with applicable accounting standards. Until completion, these costs are reviewed
periodically for impairment.
The balance of Software in Development as of May
31, 2025 and 2024 was $0 and $33,000, respectively.
**Note 7 RELATED
PARTY LOAN**
As of May 31,
2025, the Company owed $4,281 to the Companys president for the Companys working capital purposes. The amount is
outstanding and payable upon request.
**Note 8 COMMON
STOCK**
The Company has 75,000,000,
$0.001 par value shares of common stock authorized.
On May 31, 2023 the Company issued 4,000,000
shares of common stock to our president for consideration of $4,000
at par value $0.001 per share.
In January 2024 the Company issued 705,203 shares
of common stock for consideration of $21,156 at par value $0.03 per share.
In February 2024 the Company issued 420,200 shares
of common stock for consideration of $12,606 at par value $0.03 per share.
In March 2024 the Company
issued 105,732 shares of common stock for consideration of $3,172 at par value $0.03 per share.
There were 5,231,135
and 5,231,135 shares of common stock issued and outstanding as of May 31, 2025 and 2024.
****
****
****
****
| | F-11 | | |
****
**Note 9 COMMITMENTS
AND CONTINGENCIES**
Our president have agreed
to provide her own premise under office needs. He will not take any fee for these premises; it is for free use.
**Note 10 SUBSEQUENT
EVENTS**
In accordance with ASC
855-10 the Company has analyzed its operations subsequent to May 31, 2025, to the date these financial statements were issued, and has
determined that it does not have any material subsequent events to disclose in these financial statements other than as described below.
On July 31, 2025, Olegs Pavlovs, president and
director of Londax Corp., decided to cancel 3,000,000 of his restricted shares. The cancellation was made without any compensation or
consideration, and in the best interest of the Company. This action resulted in a material change to the Company's capital structure and
a reduction in total outstanding shares, impacting the Companys reported shareholder equity and ownership distribution. The cancellation
is effective as of July 31, 2025.
| | F-12 | | |
**Item 9. Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure.**
In June 2024 the Company
changed its independent registered public accounting firm from BF Borgers CPA PC to Boladale Lawal
& Co. There were no disagreements between the parties.
**Item 9A. Controls and Procedures.**
**Evaluation of Disclosure
Controls and Procedures**
Our Principal Executive
Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based on this evaluation,
our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our
disclosure controls and procedures were not effective as of May 31, 2025. See material weaknesses discussed below in Managements
Annual Report on Internal Control over Financial Reporting.
**Managements Report on Internal Control
over Financial Reporting**
Management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Companys
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 compliance with the policies or procedures may deteriorate. Under the
supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted
an evaluation of the effectiveness of the Companys internal control over financial reporting as of May 31, 2025, using the criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO 2013).
A material weakness is
a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2025, the Company determined
that there were control deficiencies that constituted material weaknesses, as described below.
1. We lack an
adequate internal control structure Due to the size of the Company we do not have the appropriate control activities, risk assessment
procedures, controls over information and communication, or effective monitoring controls.
2. We do not
have appropriate segregation of duties or adequate accounting resources The Company has only one employee that does not have sufficient
accounting knowledge, experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to ensure
adequate financial reporting. Further, while not being legally obligated to have an audit committee, it is the managements view
that such a committee, including a financial expert member, is an utmost important entity level control over the Companys financial
statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered
to be independent of management to provide the necessary oversight over managements activities.
3. We do not
have appropriate information technology controls The Company retains copies of all financial data and material agreements; however,
there is no formal procedure or evidence of normal backup of the Companys data or off-site storage of data in the event of theft,
misplacement, or loss due to unmitigated factors. Further there are no IT controls in place to prevent changes to, or misstatement
in, financial reporting.
| | 11 | | |
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 companys 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 May 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by COSO.
Our management is responsible
for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers
management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.
**Changes in Internal
Controls over Financial Reporting**
There has been no change
in our internal control over financial reporting occurred during the year ended May 31, 2025, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
**Item 9B. Other Information.**
During the
quarter ended May31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement
or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
**Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.**
****
None.
| | 12 | | |
**PART III**
****
**Item 10. Directors, Executive Officers and
Corporate Governance.**
****
**DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL
PERSONS**
****
The names, ages and titles of our executive officers and directors
are as follows:
|
Name and Address of Executive Officer and/or Director |
Age |
Positions | |
|
Olegs Pavlovs
Puces iela 47, Riga, Latvia LV-1082 |
53 |
President, Secretary, Treasurer and Director
| |
|
|
|
| |
|
Ani Vashakidze
Lepju 8/4, Riga, Latvia, LV1016 |
27 |
Director | |
|
|
|
| |
|
Georgi Loloshvili
Silikatu 7A, Riga, Latvia, LV1016 |
22 |
Director | |
**Olegs Pavlovs**
Olegs Pavlovs has acted as our President, Secretary,
Treasurer and Director since our incorporation on May 19, 2023. Mr. Pavlovs owns 100% of the outstanding shares of our common stock. As
such, it was unilaterally decided that Mr. Pavlovs was going to be our President, Chief Executive Officer, Treasurer, and Chief Financial
Officer, Chief Accounting Officer, Secretary and member of our board of directors. Mr. Pavlovs has an MBA degree in The RISEBA University
of Applied Sciences. Since 1997 till 2020, he worked on the top management positions at SIA Venden. Since 2011 to 2021,
he worked as a CEO at Scandinavian Innovation Group. We believe that Mr. Pavlovss specific experience, qualifications
and skills will enable to develop our business.
*A****ni
Vashakidze***
On August 7, 2025, Ms. Ani Vashakidze appointed
as a director of the Company. Ms. Vashakidze, age 27, has experience as the marketing director. Ani Vashakidze holds a Bachchelorss
Degree in Marketing from International Black Sea University, Tbilisi, Georgia. Ms. Vashakidze, has worked as an independent marketing
consultant, acting in the capacity of Marketing Director for various clients in the field of IT and e-commerce across Georgia and Latvia,
from June 2023 to August 2025. We believe that Ani Vashakidzes diverse experience, qualifications, and skills will significantly
contribute to the growth and development of our business
*G****eorgi
Loloshvili***
On July 11, 2025, Mr. **G**eorgi Loloshvili
appointed as a director of the Company. Mr. **G**eorgi Loloshvili, age 22, has experience as the owner of an IT company. Mr.Loloshvili
received his Bachelors Degree in Computer Science from Georgian Technocal University, Tbilisi, Georgia. Giorgi Loloshvili has acted as
the owner of GEOLAT Company from February 2023 to August 2025. We believe that Giorgi Loloshvilis experience, qualifications, and
skills provide a strong foundation for contributing to and developing our business.
| | 13 | | |
During the past ten years, our directors have
not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against
any business of which one of our directors was a general partner or executive officer either at the time of the bankruptcy or within two
years prior to that time.
2. Any conviction in a criminal proceeding or
being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently
reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting our directors involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction
(in a civil action n), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more
than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged
in any such activity;
6. Were found by a court of competent jurisdiction
in a civil action or by the Commission to have
violated any Federal or State securities law,
and the judgment in such civil action or finding by the
Commission has not been subsequently reversed,
suspended, or vacated;
7. Were the subject of, or a party to, any Federal
or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to
an alleged violation of:
i. Any Federal or State securities or
commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or
8. Were the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.
****
**DIRECTOR INDEPENDENCE**
****
Our board of directors
is currently composed of three members, and two of them are qualified as independent directorsin accordance with the published listing
requirements of the NASDAQ Global Market (the Company has no plans to list on 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 her 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 our directors that no relationships exist 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 directors and us regarding to our directors business and personal activities
and relationships as they may relate to our management and us.
| | 14 | | |
**INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS**
No director, executive officer, significant employee
or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
**Item 11. Executive Compensation.**
**EXECUTIVE COMPENSATION SUMMARY COMPENSATION
TABLE**
The following tables set forth certain information about compensation
paid, earned or accrued for services by our directors for the fiscal years May 31, 2025 and 2024:
|
Nameand Principal Position | |
Period | |
Salary ($) | |
Bonus ($) | |
Stock Awards ($)* | |
Option Awards ($)* | |
Non-Equity IncentivePlan Compensation ($) | |
Nonqualified Deferred Compensation ($) | |
AllOther Compensation ($) | |
Total ($) | |
|
Olegs Pavlovs, | |
2025 | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
|
President, Director, Treasurer and Secretary | |
2024 | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
|
Georgi Loloshvili, | |
2025 | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
|
Director | |
2024 | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
|
Ani Vashakidze, | |
2025 | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
|
Director | |
2024 | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
-0- | |
****
Our officers and directors receive no compensation for his services
at this time.
****
**EMPLOYMENT AGREEMENTS**
****
There are no current employment agreements between
the company and its officers.
**Granting of Certain Equity
Awards Close in Time to the Release of Material Nonpublic Information**
****
The Companys board of
directors has not adopted any formal policy, predetermined schedule, or plan governing the timing of option or stock appreciation right
grants. Accordingly, the board does not follow any set practice as to when such awards are granted.
The board of directors (and the
compensation committee, where applicable) does not take material nonpublic information into account when determining the timing or terms
of option or stock appreciation right awards. The Company has not timed the disclosure of material nonpublic information for the purpose
of affecting the value of executive compensation.
During the last completed fiscal
year, the Company did not grant any options or stock appreciation rights to named executive officers within the period beginning four
business days before and ending one business day after the disclosure of material nonpublic information. Therefore, the tabular disclosure
required by Item 402(x)(2) of Regulation S-K is not applicable.
| | 15 | | |
**Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.**
The following table sets forth certain information
relating to the beneficial ownership of our common stock as of September 2, 2025, by:
|
|
|
each person,
or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock; | |
|
|
|
each of our
directors; | |
|
|
|
each of our
named executive officers; and | |
|
|
|
all directors
and executive officers as a group. | |
|
Title of class
|
Name and Address of
Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of
Common Stock | |
|
Common Stock |
Olegs Pavlovs
Puces iela 47, Riga, Latvia LV-1082 |
1,000,000 shares of
common stock |
45% | |
Beneficial ownership is determined in accordance
with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power
and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely
by the person named above or shared with members of such persons household. This includes any shares such person has the right
to acquire within 60 days.
Percent of class is calculated on the basis of
the number of fully diluted shares outstanding on September 2, 2025 (2,231,135).
**Item 13. Certain Relationships and Related
Transactions.**
On May 31, 2023, we issued a total of 4,000,000
shares of restricted common stock to Olegs Pavlovs, our president in consideration of $4,000.
Further, Mr. Pavlovs has advanced funds to us.
As of May 31, 2025, Mr. Pavlovs advanced us $4,281. The Company agrees to repay this loan upon request, from revenues of operations if
and when we generate sufficient revenues to pay the obligation.
**Item 14. Principal Accountant Fees and Services.**
****
We incurred approximately $13,749 for the fiscal
year ended May 31, 2025 and $13,425 for the fiscal year ended May 31, 2024, in fees to our principal independent accountants, Boladale
Lawal & Co, and our former principal independent accountants, BF Borgers CPA PC, for professional services rendered in connection
with annual audit and quarterly reviews.
| | 16 | | |
**PART IV**
**Item 15. Exhibits and Financial Statement Schedules.**
****
|
Number |
|
Description | |
|
|
|
| |
|
19 |
|
Policy Regarding Insider Trading | |
|
|
|
| |
|
23.1 |
|
Consent of Registered Independent Public Accountants | |
|
|
|
| |
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
|
|
|
| |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
|
|
|
| |
|
32.1 |
|
Certification of principal executive and principal financial officer pursuant to 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 | |
|
101.SCH |
|
Inline XBRL Schema Document | |
|
101.CAL |
|
Inline XBRL Calculation Linkbase Document | |
|
101.DEF |
|
Inline XBRL Definition Linkbase Document | |
|
101.LAB |
|
Inline XBRL Labels Linkbase Document | |
|
101.PRE |
|
Inline XBRL Presentation Linkbase Document | |
|
104 |
|
The cover page to this Quarterly Report on Form 10-K has been formatted
in Inline XBRL | |
**Item 16. Form 10K Summary.**
Not applicable.
****
****
****
****
****
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****
****
****
****
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****
| | 17 | | |
****
**SIGNATURES**
****
In accordance with the requirements of the Securities
Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
| |
|
|
LONDAX CORP. | |
|
|
|
| |
|
Date: September 2, 2025 |
By: |
/s/ |
Olegs Pavlovs | |
|
|
|
Name: |
Olegs Pavlovs | |
|
|
|
Title: |
President, Treasurer and Secretary
(Principal Executive, Financial and Accounting
Officer) | |
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities indicated.
|
Signature |
|
Title |
|
Date | |
|
/s/ Olegs Pavlovs
Olegs Pavlovs |
|
President, Treasurer and Secretary
(Principal Executive, Financial and Accounting
Officer) |
|
September 2, 2025 | |
|
|
|
|
|
| |
|
/s/ Georgi Loloshvili
Georgi Loloshvili |
|
Director |
|
September 2, 2025 | |
|
|
|
|
|
| |
|
/s/ Ani Vashakidze
Ani Vashakidze |
|
Director |
|
September 2, 2025 | |
| | 18 | | |
****