As filed with the Securities and Exchange Commission on April 10 201715, 2022

Registration No. 333-211986333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A-5S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

OMNIA WELLNESS INC.

GLOLEX INC.

 (Exact(Exact name of registrant as specified in its charter)

999 18th Street

Unit 9647Suite 3000

13 Freeland ParkDenver, Colorado80202

Wareham Road(303)325-3738

Poole BH16 6F

United Kingdom

Tel: +44 1133206482

Email: business@glolex.top

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

BizFilingsSteve Howe, Executive Chairman

8020 Excelsior Dr.999 18th Street

Suite 200 Madison, WI 537173000

+1 608 827 5300Denver, Colorado80202

(303) 325-3738

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Stephen Fox, Esq.

Ruskin Moscou Faltischek, PC

1425 RXR Plaza

15^th Floor, East Tower

Uniondale, New York 11556

(516) 663-6600

(516) 663-6780 (fax)

Approximate date of commencement of proposed sale to the public: As soon as practicableFrom time to time after the effective date of this Registration Statement becomes effective.Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: xbox. ☒

s

If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ooffering. ☐

If this formForm is a post-effective registration statementamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ooffering. ☐

If this formForm is a post-effective registration statementamendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ooffering. ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Securities to be Registered		Amount to be Registered(1)			Offering Price Per Share(2)							Aggregate Offering Price			Registration Fee
Common Stock:			5,000,000						$		0.02							$			100,000			$	10.07

(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Sectionsection 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to Sectionsaid section 8(a), may determine.

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PROSPECTUS

The information contained in this prospectus is not complete and may be changed. TheseA registration statement relating to these securities may not be sold until the registration statementhas been filed with the Securities and Exchange Commission isand these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. There is no minimum purchase requirement

OMNIA WELLNESS INC.

15,928,005 Shares of Common Stock

This prospectus relates to the offer and sale by the persons named in this prospectus, whom we call Selling Shareholders, of up to:

The Selling Shareholders may sell their shares at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale.

We will not realize any proceeds from sales by the offering to proceed.

GLOLEX, INC.

5,000,000 SHARES OF COMMON STOCK

$0.02 PER SHARE

This is the initial offering of common stock of GLOLEX, INC. and no public market currently exists for the securities being offered. We are registering for saleSelling Shareholders; however, we will receive a total of 5,000,000approximately $1.3 million if all of the warrants are exercised in full for cash.

All costs incurred in the registration of the shares are being borne by the Company.

Our common stock trades on the OTCPink market under the symbol OMWS. On April 12, 2022, the closing price for our common stock was $0.31.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 3.

Prospectus dated         , 2022.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references in this prospectus to “we”, “us” “the Company” or “Omnia” or similar terms refer to Omnia Wellness Inc., a Nevada corporation, and, unless the context otherwise requires, together with its consolidated subsidiaries.

We and the Selling Shareholders have not authorized anyone to provide you with information or to make any representations other than those contained in this prospectus. We and the Selling Shareholders take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We, and to our knowledge the Selling Shareholders have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to, the offering of the shares of common stock at a fixed priceand the distribution of $0.02 per sharethis prospectus outside the United States.

TRADEMARKS

This prospectus contains references to our trademarks, trade names and service marks. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the general publicfullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in best efforts offering.this prospectus (or documents we have incorporated by reference) are the property of their respective holders. We estimatedo not intend our total offering registration costsuse or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this prospectus involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be approximately $8,000.materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “would” or “continue” or the negative of these terms or other similar expressions. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, the results projected from the introduction of new brands, products and services, expansion into new geographic markets, combinations with third parties, including, but not limited to licensors; projections of international growth; projected increase in profitability that could lead to increased margins; our ability to address and manage cyber-security risks; our ability to protect our intellectual property, on which our business is substantially dependent; our expectations regarding future divided payments; and our expectations regarding the impact of general economic conditions on our business; the effects of the COVID-19 pandemic on the global and national economies and on our business operations and financial results; and the estimates and matters described under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our assumptions used for the purposes of the forward-looking statements represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances, including the development, acceptance and sales of our products and our ability to raise additional funding sufficient to implement our strategy. Such forward-looking statements involve assumptions, known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. There is no minimumare a number of sharesrisks and uncertainties that must be sold by us for the offeringcould cause our actual results to proceed, and we will retain the proceedsdiffer materially from the saleforward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements are set forth in this prospectus, including but not limited to under “Risk Factors” and “Management’s Discussion and Analysis of anyFinancial Condition and Results of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which meansOperations”, and in our President, Maksim Charniak, will attempt to sell the shares. We are making this offering without the involvement of underwriters or broker-dealers.

This Prospectus will permit our President to sell the shares directly to the public,other filings with no commission or other remuneration payable to him for any shares she may sell. Mr. Charniak will sell all the shares registered herein. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange ActCommission. There may be other factors of 1934. The shareswhich we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

Forward-looking statements are based on current plans, estimates, assumptions and projections, and therefore you should not place undue reliance on them, all of which are difficult or impossible to predict accurately and many of which are beyond our control.

Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this prospectus will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be offeredachieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Risk Factors” and elsewhere in this prospectus.

The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

CAUTIONARY NOTE REGARDING INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our company, our business, the services we provide and intend to provide, our industry and our general expectations concerning our industry are based on management estimates. Such estimates are derived from publicly available information released by third party sources, as well as data from our internal research, and reflect assumptions made by us based on such data and our knowledge of the industry, which we believe to be reasonable.

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus.

The Company

We develop and market products for wellness, fitness and physical therapy markets, using patented dry-hydro therapy equipment and other related modalities that we plan to offer services and market in wellness, fitness and medical markets on a recurring membership usage plan .

Our mission is to redefine the wellness industry by introducing affordable, “on demand” wellness memberships through a network of retail locations, which we refer to as BodyStop® Centers, which feature patented, touchless SOLAJET™ endokinetic therapy, a technology that we believe exceeds the capability and effect of hands-on massage. We seek to become the leading provider of therapeutic wellness treatments and the most recognized brand in the wellness category through the rapid and focused expansion of BodyStop® Relaxation Centers in key markets throughout the U.S. and Europe. The goal is not only to capture a significant share of the existing market but also to expand the wellness market as a whole by attracting a large segment of potential customers who are averse to human touch.

We plan to introduce a disruptive business model into the traditional wellness massage and spa industry by delivering the important benefits of our endokinetic therapies in a more affordable and convenient way. We have created a unique and expandable business model that we believe breaks through the main barriers of wellness treatments which include cost, scheduling, and quality/consistency.

Central to our business plan is the creation of the BodyStop® Relaxation Centers, which are premium, spa-like locations that can be located, and an appointment booked, by customers or “members” using a smartphone app or the web (massage on demand). We expect that each BodyStop® Relaxation Center will have six to ten patented dry-hydrotherapy SOLAJET™ systems, two Aquavive® contrast therapy units, one SolaSauna, a SolaPro percussive treatment tower, one full body cryo-therapy chamber, one HyperCryo® spot therapy unit, one SolaDerm® LED therapy system and an assisted TheraStretch® zone where customers can choose and receive private, deeply relaxing, consistent and therapeutic treatments with the multiple modalities available. We believe that the customized wellness experience provided at a fixedBodyStop® is unequaled in our goal to provide the client the ability to “Feel Better Fast” at our one stop location.

Our retail membership model is currently based upon a price from $5 to $10 per fifteen minute session on the modality of $0.02the customer’s choice. Due to our technology advantages, we expect to operate the BodyStop® Relaxation Centers with a minimal amount of staffing, as well as potentially franchise BodyStop® Relaxation Centers to third parties to enhance the rate of growth. Based on projected usage rates determined by us after multiple years of product development and market testing, we estimate that a single BodyStop® center servicing up to 800 members, may generate approximately $1,000,000 in annual revenue with a target gross margin of approximately 60%.

History

On April 17, 2020, we entered into the Exchange Agreement with Omnia Corp. and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021 and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding Omnia Corp. Shares were exchanged for shares of our common stock, par value $0.001 per share, for a periodbased on the exchange ratio of one year fromshare of our common stock for every one Omnia Corp. Share. Accordingly, we acquired 100% of Omnia Corp. in exchange for the effective dateissuance of 10,000,000 shares of our common stock and Omnia Corp. became our wholly-owned subsidiary. As of the Closing, Mr. Amer Samad, formerly our sole director and executive officer, agreed to cancel 52,656,888 (pre-stock split) shares of our common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately after the Closing. We also issued an aggregate of 1,269,665 shares of common stock on January 5, 2021 as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.

As of immediately prior to the closing of the Acquisition, we entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of our remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, we had no assets or liabilities (other than relating to general and administrative expenses).

Corporate Information

Our principal executive office is located at 999 18th St., Suite 3000, Denver, CO 80202, and our telephone number is 303-325-3738. Our website address is www.omniawellness.com. The information on our website is not part of this prospectus.

The offering shall terminate on the earlierOffering

The following is a brief summary of (i) the date when the sale of all 5,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interestsome of the Company to terminateterms of the offering priorand is qualified in its entirety by reference to the completionmore detailed information appearing elsewhere in this prospectus. For a more complete description of the saleterms of all 5,000,000 shares registered under the Registration Statementour common stock, see “Description of which this Prospectus is part or (iii) one year after the effective dateSecurities to be Registered – Common Stock” on page 16.

RISK FACTORS

A purchase of this prospectus. The offering may be extended for up to two years from effectiveness.

Glolex, Inc. is a development stage company and has recently started its operations. To date we have been involved primarily in organizational activities. We do not have sufficient capital to commence operations. Any investment in the shares offered hereinany of our securities involves a high degree of risk. YouInvestors should onlyconsider carefully the following information about these risks, together with the other information contained in this prospectus before the purchase sharesof any of our Shares. If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer, the market price of the common stock would likely decline, and investors could lose all or a portion of their investment. The Company has listed the following risk factors which it believes to be those material to an investment decision in this offering.

Risks Related to Our Business and Financial Status

We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to the absence of an operating history, lack of fully-developed or commercialized products, insufficient capital, expected substantial and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of manufacturing and marketing experience, need to rely on third parties for the development and commercialization of our proposed products, a competitive environment characterized by well-established and well-capitalized competitors and reliance on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if youinitially successful, in thereafter generating material operating revenues or in achieving profitable operations.

Since inception, we have not established any material and recurring revenues or operations that will provide financial stability in the long term, and there can affordbe no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.

Investors are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand a complete loss of yourhis, her or its investment. Our independent registered public accountant has issued an audit opinion which includesFurthermore, the accompanying financial statements have been prepared assuming that we will continue as a statement expressinggoing concern. We have not emerged from the development stage, and may be unable to raise further equity. These factors raise substantial doubt as toabout our ability to continue as a going concern.

See "risk factors" for a discussion of certain information that should be considered in connection with an investment in the common stock offered hereby.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

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The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus entitled “risk factors” on pages 6 through 14 before buying any shares of Glolex, Inc.’s common stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED __________, 2017

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TABLE OF CONTENTS

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained in this prospectus.

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PROSPECTUS SUMMARY

As used in this prospectus, unless the context otherwise requires, “we,” “us,” “our,” and “Glolex, Inc.” Refers to Glolex, Inc. The following summary does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock.

GLOLEX, INC.

Glolex, Inc. was incorporated in Nevada on March 2, 2016. We are a development stage company and the purpose of our business is to have an easy to use, web based, round-the-clock, online, legal, consulting advice service [chargeable]. However, the first session will be free of charge, to attract new customers, but further consulting services will come with a fee. The intention is to provide advice, answers, mentoring and blank legal forms (templates) to customers who are seeking legal information. The website will cover business law, corporate law and general law.

The second aspect of our business will be a telephone app. This app will provide telephone communication with a speaking solicitor who can cite the laws and normative acts selected by the user, and explain their rights within any specified subject matter.  A user enters the application, and selects the subject matter “customers’ rights”, then they choose the relevant section and click a key. An attractive lawyer appears on the screen and reads their rights, which may later be downloaded onto their phone/computer as a separate file.

The second feature of the app will be a lawyer  quick search. This is comprehensive list of lawyers and attorneys, in the districts closest to your own location with their area of expertise specified; from housing law to misdemeanors from artistic copyright law to crime. This will be a useful app for emergencies, for example if you find yourself under arrest but with your ‘one phone call,’ you could use this app to secure legal representation. This app will be called ‘Backmeup’.

The app will be free for both lawyers and consumers because we will design it to make money from advertising.

We are not a law firm, and we do not provide legal advice. We provide self-help legal information at our customers' specific direction and general information on legal issues generally encountered. Independent, licensed attorneys will participate in our attorney network to provide services to our customers through our platforms.

Furthermore, the Company will also provide corporate consulting services. We will provide a range of services to individuals and organisations, with particular emphasis on:

Company registraion/incorporation, sole propriotor registration/consulatation, strategic business planning, communication with the government institutions.

Specific services will be provided either by  Glolex, Inc. or via our networked of other consultants with particular expertise.

While we intend to engage in aforementioned business activity,  there is no actual assurance that we will be successful in developing our products and services.

We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we require a minimum of $32,750 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate any substantial revenue in the first 12 months after completion our offering or ever generate substantial revenue.

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Being a development stage company, we have very limited operating history. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing.

We intend to conduct some of our preliminary business operations, including administrative functions, sales and marketing, and software development in England, United Kingdom;  this is where our initial market is primarely intended to be. However , for the most part of the next 12 moth our Sole Officer and Director Maksim Charniak will be based in Lithuania and the Republic of Belarus, where a significant part of the corparate activities will take part. Our mailing address is Unit 9647 13 Freeland Park, Wareham Road, Poole BH16 6F, United Kingdom, our corporate telephone number is +44 1133206482.

From inception (March 2, 2016) until the date of this filing, we have had limited operating activities.  However, on March 26, 2016 we secured a Consulting Agreement with Shakeela Ayub, Esq. The material terms of the contract are: Shakeela Ayub, Esq, will provide legal consulting services to the Company. She will provide advice and oversight during the development of Glolex, Inc.’s applications (apps) and its website. This consultancy covers the entire life span of the development of the app/s and website: From concept to development to launch and marketing and sales.

Our audited financial statements from inception (March 2, 2016) through March 31, 2016, reports no revenue and a net loss of $1,000. Our independent registered public accounting firm has issued an audit opinion for Glolex, Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have established the Company, developed our business plan, signed a contract, purchased a domain, started building a website,  and continued to look for a team of people, which will work on the software development.

As of the date of this prospectus, there is no public trading market for our common stock and there is no assurance that a trading market for our securities will ever develop.

Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of approximately $32,750 to conduct our proposed operations and pay all expenses for a minimum period of one year, including expenses associated with this offering and maintaining a reporting status with the Securities and Exchange Commission. If we are unable to obtain minimum funding of approximately $32,750, our business may fail. We do not anticipate earning substantial revenues until we enter into commercial operations. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities.

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THE OFFERING

There is no assurance that we will raise the full $100,000 as anticipated, and there is no guarantee that we will receive any proceeds from the offering.

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SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our unaudited financial statements for the period from March 2, 2016 (Inception) to December 31, 2016:

Financial Summary

Statement of Operations

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

Risks related to our business

Our business and services subject the Company to complex regulations regarding the unauthorized practice of law, legal document processing and preparation, legal plans, privacy and other matters. These laws and regulations may result in claims, changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Our business involves providing services that meet the legal needs of our customers and, as a result, is subject to a  variety of complex regulations, including the following:

Our business model includes the provision of services that represent an alternative to traditional legal services, which subjects us to allegations of unauthorized practice of law. It generally refers to an entity or person giving legal advice who is not licensed to practice law. However, laws and regulations defining UPL, and the governing bodies that enforce UPL rules, differ among the various jurisdictions in which we may operate. We are unable to acquire a license to practice law in the United Kingdom or the United States, or employ licensed attorneys to provide legal advice to

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our customers, because we do not meet the regulatory requirement of being exclusively owned by licensed attorneys. We are also subject to laws and regulations that govern business transactions between attorneys and non-attorneys, including those related to the ethics of attorney fee-splitting and the corporate practice of law.

Regulation of legal document processing and preparation services varies among the jurisdictions in which we conduct business.

Regulation of our legal services will vary considerably among the insurance departments, bar associations and attorneys general of the particular states in which plan to offer, our legal plans. In addition, some states may seek to regulate our legal service as insurance or specialized legal service products.

Additionally, we are required to comply with laws and regulations related to privacy and the storing, use, processing, disclosure and protection of personal information and other customer data.

Our business operations also subject us to laws and regulations relating to general business practices and the manner in which we offer our services to customers subjects us to various consumer laws and regulations, including false advertising and deceptive trade practices.

The scope of these laws and regulations are often vague and broad, and their applications and interpretations are often uncertain and conflicting. Compliance with these disparate laws and regulations requires us to structure our business and services differently in certain jurisdictions. We will need to dedicate significant management time and expense to deal with these issues and expect that these issues will continue to be a significant focus as we expand into other services and jurisdictions, including those outside the United States and the United Kingdom.In addition, any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We expect to incur in the future, costs associated with responding to, defending and settling such proceedings, particularly those related to UPL, and the provision of our services more generally. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.

Although, we are not currently considered a shell company under Rule 405 of the Securities Act, if at a later time we become a shell company, we will be subject to additional regulatory requirements.

A "shell company" is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. Investors of a shell company are not allowed to rely on Rule 144 of the Securities Act while it is a shell company and for a period of one year from the date it ceases to be a shell company.
In brief, Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.

Additionally, shell companies face increased disclosure requirements which typically increases its legal and accounting expenses, which may as a result decrease the Company’s and its investors/shareholders earning potential.

Because our auditors have raised a going concern, there is a substantial uncertainty whether we will be able to continue operations, in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next year. The financial statements do not include any adjustments that might result from the uncertainty aboutoutcome of this uncertainty.

Even if we successfully develop and market our ability to continue in business. As suchproducts and business plan, we may havenot generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations and cause you couldto lose all of your investment. Because we are subject to these risks, you may have a difficult time evaluating our business and your investment in our Company.

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It is quite possible that we continue loosing money. If we do not achieve profitability, we won’t be able to continue with the business.

We are a company with limited operations, we have incurred expensesat an early stage of marketing and sales and we have losses.commercial products with limited sales history.

Our efforts may not lead to commercially successful products, for a number of reasons, including that:

We may never become profitable.

To become profitable, we must successfully develop, manufacture and market our existing and planned products, either alone in on conjunction with possible collaborators. We may never have any significant recurring revenues or become profitable. In addition, in the near future, we expectorder to continuebecome profitable, broad acceptance of dry hydro massage service is necessary along with our ability to incur significant operating expenses. Assuccessfully acquire enough paying members within nine months of a result,location’s opening and limit customer attrition to make them profitable, and there can be no assurance that we will needattain this goal.

If we fail to generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a result of our planned expansion. Even if we do achieve profitability,obtain additional financing, we may be unable to sustain or increase profitability on a quarterly or annual basis incomplete the future.development and commercialization of our product candidates.

Our operations will consume substantial amounts of cash. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses andthat our monthly cash flow, some of which could be significant. Results ofused by operations will depend upon numerouscontinue to increase for the next several years. Our ability to obtain additional financing will be subject to a number of factors, some beyond our control, including regulatory actions, market conditions, commercial acceptance of our products, our operating performance and services, new products and service introductions, and competition.

We are solely dependent upon the funds to be raised in this offering to startterms of our business, the proceeds of which may be insufficient to achieve substantial revenues and profitable operations. We may need to obtain additional financing which may not be available.

Our current operating funds are less than a required amount needed to complete our intended operations. We require the proceeds from this offering to start our operations, as described in the “Plan of Operation” section of this prospectus.

As of December 31, 2016, we had cash in the amount of $4,763 and liabilities of $3,659. As of this date, we have net profit from our operations in the amount of $12,350. The proceeds of this offering may not be sufficient for us to achieve substantial revenues and profitable operations. We need additional funds to achieve a sustainable sales level where on going operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

We require minimum funding of approximately $32,750 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds from Maksim Charniak, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Mr. Charniak has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year we may need additional financing. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for additional financing.

If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations.existing indebtedness. We cannot provide investors with any assuranceassure you that we will be able to raise sufficientadditional funds on terms favorable to us or at all. If we raise additional funds through the sale of equity or convertible debt securities, the ownership percentage of then existing stockholders will be reduced. In addition, any such transaction may dilute the value of our common stock. We may have to issue securities that have rights, preferences and privileges that rank senior to those of our common stock. The terms of any additional indebtedness may include restrictive financial and operating covenants that would limit our ability to compete and expand. Our failure to obtain any required future financing could materially and adversely affect our financial condition. If we do not obtain adequate short-term working capital and permanent financing, we would have to curtail our development and production activities and adopt an alternative operating model to continue as a going concern.

In 2020, the Coronavirus outbreak was declared a pandemic by the World Health Organization and may continue to adversely affect our business plan accordingoperations, employee availability, financial condition, liquidity and cash flow for an extended period of time.

The outbreak of the Coronavirus (“COVID-19”) continues to our plan of operations.

We are a development stage companygrow both in the U.S. and have commenced limited operations inglobally, and related government and private sector responsive actions may continue to adversely affect our business. We expect to incur significant operating losses for the foreseeable future.

We were incorporated on March 2, 2016 and to date have been involved primarily in organizational activities. We have commenced limited business operations. Accordingly, we have no wayIt is impossible to evaluatepredict the likelihood thateffect and ultimate impact of the COVID-19 pandemic as the situation is rapidly and continually evolving.

Ongoing significant reductions in business related activities could result in further loss of projected sales and other material adverse effects. The extent of the impact of COVID-19 on our business, financial results, liquidity and cash flows will be successful. Potential investors should be aware ofdepend largely on future developments, including new information that may emerge concerning the difficulties normally encountered by new companiesseverity and action taken to contain or prevent further spread within the U.S. and the high raterelated impact on consumer confidence and spending, all of failurewhich are highly uncertain and cannot be predicted.

These recent global health concerns are materially impacting our planned roll-out of such enterprises. The likelihoodRelaxation Centers and of success must be considered in light of the problems, expenses, difficulties, complicationspartnerships with health and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but arefitness clubs, medical offices and physical therapy centers, which if not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operatesoon alleviated will have a material adverse effect on our business and additional costsour results of operation and expenses thatfinancial condition. We may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing sufficient revenues. We expectbe unable to incur significant losses into the foreseeable future. We recognize that if the effectiveness ofsuccessfully secure new locations for our business plan is not forthcoming, we will not be ableproducts due to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful,COVID-19 shutdowns or other limitations, and it is doubtful that we will generate

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substantial operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We have limited sales and marketing experience, which increases the risk that our business will fail.

We have no experience in the social media or internet industries, and have only nominal sales and marketing experience. Our future success will depend, among other factors, upon whether our services can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. Therethere can be no assurance that our website will gain wide acceptance in its targeted markets orassurances that we will be able to effectively marketopen new Relaxation Centers or further expand sites in which our services.dry-hydrotherapy SOLAJET™ massage systems are located.

As COVID-19 continues and persists for an extended period of time, we expect there will also be significant and material disruptions and delays in the manufacturing and shipment of our products, which may then also have a material adverse effect on our business and results of operations.

These and other potential impacts of COVID-19 could therefore materially and adversely affect our business, financial condition and results of operations.

We are subject to significant accounts payable and other current liabilities, which we may be unable to repay.

We have accounts payable, accrued liabilities, loans payable, interest and other liabilities of approximately $6,500,000 as of December 31, 2021. We currently owe, or there will become due in 2022, indebtedness evidenced by promissory notes aggregating in excess of $5.7 million (exclusive of interest), of which approximately $1.2 million is convertible debt. We also expect to incur additional indebtedness from time to time to fund operations. Our operations are not currently able to generate sufficient cash flows to meet our payable and other liabilities, which could reduce our financial flexibility, increase interest expenses, and adversely impact our operations. We may not generate sufficient cash flow from operations to enable us to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements. Such indebtedness could affect our operations in several ways, including the following:

We may need to refinance or restructure all or a portion of our indebtedness and other liabilities on or before maturity. We may not be able to refinance any of our indebtedness or other liabilities on commercially reasonable terms, or at all.

A high level of indebtedness and other liabilities increases the risk that we may default on our debt obligations and other liabilities. We currently owe, or there will become due in 2022, indebtedness evidenced by promissory notes aggregating in excess of $5.7 million (exclusive of interest), of which approximately $1.2 million is convertible debt. We may not be able to generate sufficient cash flows to pay the principal or interest on our debt. If we failcannot service or refinance our indebtedness and other liabilities or convert or exchange indebtedness for equity in the Company, we may have to take actions such as selling significant assets, seeking additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying capital expenditures, any of which could have a material adverse effect on our operations and financial condition. Furthermore, if we do not have sufficient funds and are otherwise unable to arrange financing to repay our outstanding indebtedness, our assets may be foreclosed upon, among other damages to lenders, which could have a material adverse effect on our business, financial condition and results of operation. The Company requires additional funding which it does not yet have secured and if this new funding is not received it will have a material adverse effect on our business, financial condition, and results of operation.

We received $294,066 in funding pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, which is administered by the U.S. Small Business Administration, or the SBA. Under the terms of the CARES Act, loan recipients can apply for, and be granted, forgiveness for all or a portion of loans granted under the program. Such forgiveness will be determined, subject to limitations and ongoing rulemaking by the SBA, based on the use of loan proceeds. We are determining to what extent some or all of the loan will be forgiven under the CARES Act, and we can give no assurance that we will obtain forgiveness of the PPP Loan in whole or in part. To the extent that the loan is not forgiven and must be repaid, we will be subject to the same risks relating to our other indebtedness described above.

Due to our reliance on contract manufacturing or other third parties to conduct sales and marketing, we are unable to directly control the timing, conduct and expense of our product launches.

We plan to rely primarily on third parties to manufacture our products. As a result, we will have less control over the delivery of products than would be the case if we were to rely entirely upon our own staff. Communicating with outside parties can also be challenging, potentially leading to mistakes as well as difficulties in coordinating activities. Outside parties may have staffing difficulties, may undergo changes in priorities or may become financially distressed, adversely affecting their willingness or ability to produce our products. We may experience unexpected increased costs that are beyond our control. Problems with the timeliness or quality of the work of a contract manufacturing organization may lead us to seek to terminate the relationship and use an alternative service provider. However, making this change may be costly and may delay our product delivery, and contractual restrictions may make such a change difficult or impossible. Additionally, it may be impossible to find a replacement organization that can conduct our trials in an acceptable manner and at an acceptable cost.

Our competitors may develop and market products that are less expensive than our product candidates.

The markets in which we operate are highly competitive. It is possible that our competitors will develop and market products that are less expensive, more effective or safer than our products or future products or that will render our products obsolete. We expect that competition from companies in this sector will increase. Many of these competitors have substantially greater financial, technical, research and other resources than we do. We may not have the financial resources, technical and research expertise or marketing, distribution or support capabilities to compete successfully.

We have an unproven business plan.

We have an unproven business plan and do not expect to be profitable for the next several years. Before investing in our securities, you should consider the challenges, expenses and difficulties that we will face as an early stage company seeking to develop and manufacture new products.

Viable markets for our products may never develop, may take longer to develop than we anticipate or may not be sustainable.

We must be able to develop additional commercially viable products for our business to succeed. If a viable market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses we will have incurred to develop our products and may be unable to achieve profitability. We will need to develop adequate marketing capabilities in order to sell our products. In addition, the development of a viable market for our products may be impacted by many factors which are partly or totally out of our control, including:

We provide high quality services, customer carewarranty coverage and customerproduct recall coverage for some of our products, and we do not have historical experience to project possible warranty or recall claims and add new servicescosts. If warranty or recall claims are significantly higher than our initial projections, our financial results could be adversely affected.

We provide warranty coverage for our products. We have established a warranty reserve based on our expected warranty claims, but there is no assurance that this provision will be sufficient. Therefore, our financial results could vary based upon actual experience relative to how we account for any expected warranty claims. Furthermore, a significant warranty claim or product recall could materially adversely affect our financial results.

We may not meet our customers' expectations,development and commercialization milestones.

We have established product development and commercialization milestones that we use to assess our progress toward developing commercially viable products. We cannot assure you that we will successfully achieve our milestones in the future or that any failure to achieve these milestones will not result in potential competitors gaining advantages in our target market. Failure to meet our development and commercialization milestones might have a material adverse effect on our operations and the value of our stock.

Our business depends on retaining and attracting highly capable management and operating personnel.

Our success depends in large part on our ability to retain and attract qualified management and operating personnel. To retain and attract key personnel, we plan to use various measures, including employment agreements, a stock incentive plan and incentive payments for key employees. These measures may not be enough to retain and attract the personnel we need or to offset the impact on our business of the loss of the services of key officers or employees. We could face difficulty hiring and retaining qualified management and operating personnel. If we are unable to recruit, hire, develop and retain a talented, competitive work force, we may not be able to attract and retain customers.meet our strategic business objectives.

We may be unable to manage rapid growth effectively.

The quality and valueWe expect to expand our manufacturing capabilities, accelerate the commercialization of our servicesproducts and enter a period of growth, all of which will place a significant strain on our senior management team and our financial and other resources. Our proposed expansion will expose us to increased competition, greater overhead, marketing and support costs and other risks associated with the appcommercialization of a new product. Our ability to manage our growth effectively will require us to continue to improve our operations and our financial and management information systems and to train, motivate and manage our employees. Difficulties in effectively managing the budgeting, forecasting and other process control issues presented by such a rapid expansion could harm our business, prospects, results of operations and financial condition.

Credit market volatility and illiquidity may affect our ability to raise capital to finance our operations, manufacturing expansion and growth.

The credit markets have remained illiquid despite injections of capital by the Federal government and foreign governments, and banks and other lenders, such as equipment leasing companies, have significantly increased credit requirements and reduced the amounts available to borrowers. Companies with low credit ratings may not have access to the debt markets until liquidity improves, if at all. If current credit market conditions do not improve, we may not be able to access debt or leasing markets to finance our plant expansion plans.

Risks Related to Our Intellectual Property

We are substantially dependent on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to our rights or the rights of others may result in our payment of significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent and other proprietary rights against others.

We are and will continue to be materially dependent on a combination of patents, trade secrets, and trademarks, non-disclosure and non-competition agreements, and other intellectual property protections which will enable us to maintain our proprietary competitiveness. We may also be subject to patent litigation. Patent litigation against us can result in significant damage awards and injunctions that could prevent our manufacture and sale of affected products or require us to pay significant royalties in order to continue to manufacture or sell affected products. At any given time, we could potentially be involved as a plaintiff and/or as a defendant in a number of patent infringement and/or other contractual or intellectual property related actions, the outcomes of which may not be known for prolonged periods of time. While it is not possible to predict the outcome of such litigation, we acknowledge the possibility that any such litigation could result in our payment of significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent and proprietary rights against others, which would have a material adverse effect on the financial condition of our business and on our website, customer care and customer experience, as well as the quality of the services provided by the licensed attorneys who will participate thorugh our network, are criticalbusiness operations.

While we intend to defend against any threats to our ability to attractintellectual property, including our patents, trade secrets, and retain future customers. We are planing to make investments in developing our website, interactive legal documents, customer relationship management, automated supply chaintrademarks, and fulfillment, integrated digital workflow management and other dynamic online processes that comprise online and mobile legal platform to have a high quality of service, customer care and customer experience. We alsowhile we intend to add new services such asdefend against any actual or threatened breaches of our legal plans to enhance the services. However after doing thatnon-disclosure and non-competition agreements, we may failnot adequately protect our intellectual property or enforce such agreements. Further, patent or trademark applications currently pending that are owned by us may not result in patents or trademarks being issued to attract customers if theseus, patents or trademarks issued to or licensed by us in the past or in the future development effortsmay be challenged or circumvented by competitors and such patents or trademarks may be found invalid, unenforceable or insufficiently broad to protect our proprietary advantages.

Competitors may harm our sales by designing products or offering services fail to meet evrchnaging customer preferences on a timely basisthat mirror the capabilities of our products, or if the licensed attorneys who participate intechnology contained therein, without infringing our legal network fail to provide high quality services, customer care and customer experience.intellectual property rights. If we are unable to attract customers,protect our business, revenues, results of operations,intellectual property, it could have a material adverse effect on our financial condition and future prospects wouldbusiness operations.

We may be adversely affected.

unable to adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets to protect our proprietary know-how and technological advances, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights. Failure to obtain or maintain trade secret protection could enable competitors to use our proprietary information to develop products that compete with our products or cause additional, material adverse effects upon our competitive business position.

There willLitigation regarding patents, patent applications and other proprietary rights may be a certain amount of risk associated witho proper screening of lawyers providing advice on our platform. Customers could end up being disatisfied which may expose us to legal malpractice claims  for the legal advice they receive from the lawyers through the platforms.

The Company shall act with reasonable diligenceexpensive and promptness in screening lawyers that provide legal advice to our customers through the platforms; however, before fully engaging the lawyer it will be up to the client to conduct further background checks, such as validity of his  license, competence, and qualification to advise in a particular area of law. Nevertheless, because screening a lawyer demands a certain amount of research and is time consuming this is not always a straight forward procedure. Customers will likely skip this process or not perform screening thoroughly enough, which could lead the clients to be poorly advised, loosing their money or both. Moreover, this may end up leaving our customers diacontended  to such an extent that they may file a law suit against the Company. Becauseconsuming. If we are not insured,  (as disclosed on page 29),  those events would carry a material riskinvolved in such litigation, it could cause delays in bringing product candidates to market and harm our operations and liquidity.
ability to operate

Our software may be displaced by newer technology.

The software development industries are undergoing rapid and significant technological change. Other companies may succeed in developing or marketing technologies and products that are more effective than those developed used by us, or that would make our software obsolete or non-competitive. Accordingly, ourcommercial success will depend in part on our ability to respond quicklymanufacture, use, sell and offer to technological changes throughsell our product candidates and proposed product candidates without infringing patents or other proprietary rights of third parties. Other parties may obtain patents in the developmentfuture and introductionallege that the use of new products.our technologies infringes these patent claims or that we are employing their proprietary technology without authorization. Likewise, third parties may challenge or infringe upon our or our licensors’ existing or future patents. Proceedings involving our patents or patent applications or those of others could result in adverse decisions regarding the patentability of our inventions relating to our product candidates or the enforceability, validity or scope of protection offered by our patents relating to our product candidates.

Even if we are successful in these proceedings, we may incur substantial costs and divert management time and attention in pursuing these proceedings. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time-consuming. We may not have thesufficient resources to bring these actions to a successful conclusion. In addition, if we do this. Ifnot obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have our patents declared invalid, we may incur substantial monetary damages; encounter significant delays in bringing our product candidates become obsolete andto market; or be precluded from participating in the manufacture, use or sale of our effortsproduct candidates or methods of treatment requiring licenses.

Risks Related to secure and develop new products services do not resultInvestment in any commercial succes, our sales and revenues will decline.Securities

We areThere is a limited trading market for our common stock, which could make it difficult for you to liquidate an investment in our common stock, in a competitivetimely manner.

Our common stock is currently traded on the OTC Pink market. Because there is a limited public market which could impactfor our ability to gain market share which could harm our financial performance.

The business of providing legal services is very competitive. Barriers to entry are relatively low, and we face competitive pressures from companies anxious to join this kind of market. There are a number of successful legal website and apps operated by proven companies that offer similar services, whichcommon stock, you may prevent us from

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gaining enough market share to become successful.  These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service.  If we cannot gain enough market share, our business and our financial performance will be adversely affected.

Some of our competitors may be able to use their financial strength to dominate the market, which may affect our ability to generate revenues.

Some of our competitors may be much larger companies than us and well capitalized. They could choose to use their greater resources to finance their continued participation and penetration of this young market, which may impede our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out-spend us on research and development, as well as marketing and production. We might not be able to maintainliquidate your investment when you want. We cannot assure you that an active trading market for our ability to competecommon stock will ever develop.

There is limited trading in this circumstance

If we fail to safeguard our customers' information and privacy, our reputationas a Company may be harmed, customers may curtail or stop using our servicescommon stock and we cannot assure you that an active public market for our common stock will ever develop. The lack of an active public trading market means that you may face claims and potential liabilities, which could adversely affect our business, results of operations, financial condition and future prospects.

Our online legal platform is likely to involve the receipt, use, storage, processing and transmission of information from and about some of our customers, some of which may be personal or confidential. We will rely on encryption and authentication technology licensed from third parties to secure the storage and transmission of customer information. Sophistication of intrusion techniques used to gain unauthorized access to or sabotage systems change frequently and are generally not recognized until launched against a target. We may be unable to anticipate these techniques or implement adequate preventative measures. Third parties may also attempt to fraudulently induce our employees or customers to disclose information in order to gain access to customer information. A third party that is able to circumvent our security measures could misappropriate customer or proprietary information or cause interruptions in our business and operations. Computer malware, viruses, hacking and phishing attacks, and spamming could also harm our business and operations. If an actual or perceived breach of our security measures occurs as a result of third-party action, employee error, malfeasance or otherwise, our reputation may be harmed, customers may curtail or stop using our services and we may face claims and potential liabilities, which could adversely affect our business, results of operations, financial condition and future prospects.

The United Kingdom-based solicitors or lawyers using our platform may have issues complying with rules and regulation in connection to the anonimity feature we intend to provide to our customers.

We intend to employ a feature on our platforms through which the users and attorneys on our platform will be able to enter into a working relationship without the users havingsell your shares of common stock when you want, thereby increasing your market risk. Until our common stock is listed on an national securities exchange, which we can provide no assurance, we expect that it will continue to provide their personal details, such as their identity. Although we belie that the United Kingdom laws do not render any burden on this type of relationship in our field of work, some unforeseen legal issues could arise in connection to this featurebe listed on the system, which could possibly halt part or all of our operations. Any break or interruptionOTC Pink market. An investor may find it difficult to our operations, therefore, is very likely to have a material effectobtain accurate quotations as to the business, thus investors in the Company could potentially be exposed to a risk of loosing their investments due to the possibilitymarket value of the aforementioned circumstances.

We expect to face increasing competition in the online and offline legal services markets from law firms, solo attorneys, online legal document services, national legal plans and other service providers and our failure to effectively compete with these providers may adversely affect our business, results of operations, financial condition and future prospects.

We will face intense competition from law firms and solo attorneys, online legal document services, national legal plans and other service providers. The online legal document services market is evolving rapidly and is becoming increasingly competitive. Other companies that focus on the online legal document services market, and law firms that may elect to pursue the online legal document services market, could directly compete with us. Law firms and solo attorneys, who provide in-person consultations and are able to provide direct legal advice that we cannot offer due to laws and regulations regarding UPL, compete with us offline

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and have and may develop competing online legal services. Many of the potential competitors have focused on employer-sponsored markets or have acquired customers through in-person multi-level marketing.

Our competitors, whether they are online legal document providers, legal advice providers, law firms or solo attorneys, may also be developing innovative and cost-effective services that target our and potential customers. We expect to face increasing competition from offline and online legal services providers in our market, and our failure to effectively compete with these providers may adversely affect our business, results of operations and future prospects.

Because our sole officer and director could own more than 50% of our outstanding common stock he will make and control corporate decisions that may be disadvantageous to the minority shareholders.

Mr. Charniak, our sole officer and director, may own more than 50% of the outstanding sharestrading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for our common stock may never develop. In addition, if not all ofwe failed to meet the shares are sold. Incriteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

We cannot assure you that case, heour common stock will continue to have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidationsbecome listed on a securities exchange and the sale of all or substantially allfailure to do so may adversely affect your ability to dispose of our assets, and also the powercommon stock in a timely fashion.

We plan to prevent or cause a change in control. The interests of Mr. Charniak may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

We depend to a significant extent on certain key person, the loss of whom may materially and adversely affect our company.

We depend entirely on Maksim Charniak for allseek listing of our operations. The loss of Mr. Charniak would have a substantial negative effectcommon stock on the CompanyNYSE MKT or a Nasdaq exchange as soon as reasonably practicable. We may not currently meet the initial listing standards of any of those exchanges or any other stock exchange, and may causecannot assure you when or if we will meet the business to fail. Mr. Charniak has not been compensated for his services since our incorporation, and it is highly unlikely that he will receive any compensation unless and until we generate substantial revenues. There is intense competition for skilled personnel and there can be no assurancelisting standards, or that we will be able to attractmaintain a listing of the common stock on any stock exchange.

The market price and retain qualified personnel on acceptable terms. The loss of Mr. Charniak’s services could prevent us from completing the developmenttrading volume of our plan of operation and our business. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel.

We do not maintain key person life insurance policies on our officer and director. We do not anticipate  acquiring key man insurance in the foreseeable future.

Because the Company has only a sole officer and director in place, and there is only so much time that can be devoted to all of the operations of the Company by him, our operationscommon stock may be sporadicvolatile, which may result in periodic interruptions or suspensionsadversely affect its market price.

The market price of operations. This activityour common stock could prevent us from attracting enough customers and result in a lack of revenues which may cause usbe subject to cease operations.significant fluctuations due to factors such as:

Maksim Charniak, our sole officer and director will be devoting a limited time to our operations. He will be devoting approximately 40 hours a week to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are managable to him. As a result, operationsshares of our common stock may trade at prices significantly below the price you paid to acquire them. Furthermore, declines in the price of our common stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees, including our managing directors and other key professional employees.

Your interest in us may be periodically interrupteddiluted if we issue additional shares of common stock.

In general, stockholders do not have preemptive rights to any common stock issued by us in the future. Therefore, stockholders may experience dilution of their equity investment if we issue additional shares of common stock in the future, including shares issuable under equity incentive plans, or suspendedif we issue securities that are convertible into shares of our common stock, which could result in lack of revenues andwe intend to do.

We are a possible cessation of operations.

Our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure control and procedures and internal control over financial reporting.

We have never operated as a public company. Maksim Charniak, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that issmaller reporting company, with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

Our executive officers do not reside in the United States. The U.S. stockholders would face difficulty in effecting service of process against our officers.

Our executive officer does not reside in the United States, he is a resident of the Republic of Belarus. The U.S. stockholderswould face difficulty in:

·

effecting service of process within the United States on our officer;

·

enforcing judgments obtained in U.S. courts based on the civilliability provisions of the U.S. federal securities laws against theofficer;

·

enforcing judgments of U.S. courts based on civil liability provisionsof the U.S. federal securities laws in foreign courts against ourofficer; and

·

bringing an original action in foreign courts to enforce liabilitiesbased on the U.S. federal securities laws against our officer.

As an “emerging growth company” under the jobs act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

–

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

–

provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

–

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.

–

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

–

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we becomeare a “large accelerated filer”“smaller reporting company” as defined in Rule 12b-2 underSection 12 of the Securities Exchange Act of 1934, which would occur ifas amended (the “Exchange Act”). For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including not being required to comply with the market valueauditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 (“SOX”), reduced disclosure obligations regarding executive compensation in our ordinary shares that is held by non-affiliates is $700 million asperiodic reports and proxy statements, and exemptions from the requirements of the last business dayholding nonbinding advisory votes on executive compensation, and stockholder approval of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such time, however, weany golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Risks associated with this offering

Because the offering price has been arbitrarily set by the company, you may not realize a return on your investment upon resale of your shares.

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The offering price and other terms and conditions relativeOur common stock is subject to the Company’s shares have been arbitrarily determined by us“penny stock” rules of the SEC, which makes transactions in our stock cumbersome and do not bear any relationship to assets, earnings, bookmay reduce the value or any other objective financial criteria. Additionally,of an investment in our stock.

The SEC has adopted regulations which generally define a “penny stock” as the Company was formed on March 2, 2016, andan equity security that has only a limited operating history with no earnings, themarket price of the offered shares is not based on its past earnings, and no investment banker, appraiser, or other independent third party, has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be ableless than $5.00 per share, subject to receivespecific exemptions. The SEC’s penny stock rules require a return on their investment when they sell their shares of common stock.

We are selling this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successfulbroker-dealer, before a transaction in receiving the proceeds in the amount of at least $32,750 from this offering, we may have to seek alternative financing to implement our business plan.

The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company's securities.

The shares being offered are defined as a penny stock undernot otherwise exempt from the Securitiesrules, to deliver a standardized risk disclosure document that provides information about penny stocks and Exchange Act of 1934, as amended (the “Exchange Act”),the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and rulesoffer quotations for the penny stock, the compensation of the Commission. The Exchange Actbroker-dealer and suchthe salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assetsrequire that before a transaction in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended bya penny stock occurs, the broker-dealer. For transactions covered bybroker-dealer must make a special written determination that the penny stock rules,is a broker dealer must make certain mandated disclosuressuitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stockfuture, these rules may make it difficult for yourestrict the ability of brokers-dealers to resell any shares you may purchase, if at all.

Our president, Mr. Charniak does not have any prior experience offering and selling securities, and our offering does not require a minimum amount to be raised. As a result of this we may not be able to raise enough funds to commence and sustain our business and investors may lose their entire investment.

Mr. Charniak does not have any experience conducting a securities offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

We are not registered on any market or public stock exchange. There is presently no demand forsell our common stock and no public market exists formay affect the shares being offered in this prospectus. We plan to contact a market maker immediately following the completionability of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this

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filing, there have been no discussions or understandings between Glolex, Inc. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

We will incur ongoing costs and expenses for SEC reporting and compliance. Without sufficient revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

The estimated cost of this registration statement is $8,000 which will be paid from offering proceeds. If the offering proceeds are less than registration cost, we will have to utilize funds from Maksim Charniak, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. Mr. Charniak’s verbal agreement to provide us loans for registration costs is non- binding and discretionary. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We will voluntarily continue reporting in the absence of an SEC reporting obligation. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $10,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board.

Our reporting obligations under section 15(d) of the securities exchange act of 1934, as amended, may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.

We will not registeruntil our common stock under Section 12(g)no longer is considered a penny stock.

We intend to issue more shares to raise capital, which will result in substantial dilution.

Our certificate of the Securities Exchange Act of 1934. Therefore, we will not be subject to the Commission’s proxy, tender offer, and short swing insider trading rules for Section 12 registrants and our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record.  This suspension is automatic and does not require any filing with the SEC.  In such an event, we would only be required to file an annual report for the twelve months after this prospectus is declared effective by the SEC. Accordingly, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.  If our obligation to file reports under Section 15(d) is suspended it may decrease our common stock’s liquidity, if any, affecting your ability to resell our common stock.

The company's investors may suffer future dilution due to issuances of shares for various considerations in the future.

Our Articles of Incorporationincorporation authorizes the issuance of 75,000,000a maximum of 1,500,000,000 shares of common stock par value $0.001 per share,and 150,000,000 shares of which 3,000,000 shares are currently issued“blank check” preferred stock. Any additional financings effected by us, and outstanding. If we sell the 5,000,000 shares being offeredany future conversion of existing indebtedness into our equity securities, may result in this offering, we would have 8,000,000 shares issued and outstanding. As discussed in the “Dilution” section below, the issuance of additional securities without stockholder approval and the shares of common stock described in this prospectus will result in substantial dilution in the percentage of our common stock held by our then existing shareholders. The issuancestockholders. Moreover, the securities issued in any such transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our current stockholders on an as converted, fully-diluted basis. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or other securities convertible into or exchangeable for common stock are issued in connection with a financing, dilution to the interests of our stockholders will occur and the rights of the holder of common stock might be materially and adversely affected.

Anti-takeover provisions that may be in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of us difficult.

Our certificate of incorporation and bylaws may contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could limit the price that investors and might have an adverse effect on any trading marketbe willing to pay in the future for shares of our common stock.

FORWARD LOOKING STATEMENTSWe do not intend to pay cash dividends in the foreseeable future.

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This prospectus contains forward-looking statements that involve riskWe have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and uncertainties. Weany future earnings for use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”,in the operation and similar expressionsexpansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Accordingly, you may have to identify such forward-looking statements. Investors should be aware thatsell some or all forward-looking statements contained within this filing are good faith estimates of management asyour shares of our common stock in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell shares and you may lose the entire amount of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” sectioninvestment.

We incur increased costs and elsewhere in this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 10%, 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $100,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.

Dilution represents the difference between the Offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and from total assets. Dilution arises mainlydemands upon management as a result of being a public company.

As a public company in the United States, we incur significant additional legal, accounting and other costs. These additional costs could negatively affect our arbitrary determination offinancial results. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the Offering price ofSEC and the shares being offered. Dilution of the value of the shares you purchase is alsostock exchange on which we may list our common stock, may increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of the lower book value of the shares held bymanagement’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our existing stockholder.

The following table sets forth as of March 31, 2016, the number of shares of common stock purchased fromefforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain some types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the total consideration paid bysame or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our existing stockholdersboard of directors, on committees of our board of directors or as members of senior management.

Failure to establish and by new investorsmaintain an effective system of internal controls could result in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of offering expenses payable by us, assuming a purchase price in this offering of $0.02 per share of common stock.

You should read the following discussion and analysismaterial misstatements of our financial condition and results of operations together withstatements or cause us to fail to meet our consolidatedreporting obligations or fail to prevent fraud in which case, our stockholders could lose confidence in our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy forreporting, which would harm our business and related financing, includes forward-looking statementscould negatively impact the price of our stock. Furthermore, our management and our independent auditors have identified certain internal control deficiencies, which management and our independent auditors believe constitute material weaknesses.

Prior to the Acquisition, Omnia Corp. was a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Following the Acquisition, we must review and update our internal controls, disclosure controls and procedures, and corporate governance policies as our Company continues to evolve. In addition, in connection with the Acquisition and becoming a company that involve risks and uncertainties. You should reviewfiles reports with the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We qualify as an “emerging growth company” under the JOBS Act. As a result,SEC, we are permittedrequired to comply with the internal control evaluation and intendcertification requirements of Section 404 of SOX and management is required to relyreport annually on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, weour internal control over financial reporting. Our independent registered public accounting firm will not be required to:

·

have an auditor report onto formally attest to the effectiveness of our internal controlscontrol over financial reporting pursuant to Section 404(b)404 of SOX until the Sarbanes-Oxley Act;

·

provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

·

comply with any requirement that may be adopteddate we are no longer a “smaller reporting company” as defined by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

applicable SEC rules. We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in whicha “smaller reporting company” as long as our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would

17

occur if the market value of our ordinary shares that is held by non-affiliates is $700public float remains less than $250 million as of the last business day of our most recently completedrecently-completed second fiscal quarter or (iii) the date on which wequarter.

Any ineffective internal control regarding our financial reporting could have issued more than $1 billion in non-convertible debt during the preceding three year period.

Our cash balance is $4,763 as of December 31, 2016. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Maksim Charniak, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of December 31, 2016, Mr. Charniak has advanced to us $3,659.   Mr. Charniak, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $32,750 of funding from this offering. Being a development stage company, we have very limited operating history we do not currently have any arrangements for additional financing. Our principal executive offices will be located in England, our temporary corporate mailing address is: Unit 9647, 13 Freeland Park, Wareham Road, Poole BH16 6F,  England, U.K.. Our phone number is +44 1133206482.

We are a development stage company, as of  December 31, 2016 we have generated revenues in amount of $13,000 and our net profit was $12,350.  Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding at the end of the twelve month period described in our “Plan of Operation” below to maintain a reporting status.

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we did not generate substantial revenues at the time and did not anticipate any until we have completed our initial business development. There is no assurance we will ever reach the stage of achiving a substantial earning capacity.

To meet our need for cash we are attempting to raise money from this offering. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $100,000 from this offering, we may need more funds for ongoing business operations after the first year, and would have to obtain additional funding.

PLAN OF OPERATIONS

We were incorporated in the State of Nevada on March 2, 2016. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are a development stage company that has has so far generated net profit in amount of $12,350. If do not find a substantial amount of clients who will use our service, we may quickly exhaust the proceeds generated from this offering or the money earned so far.

During the 12-month period, we will be developing our business by concentrating on creation of a database of international lawyers, solicitors, notaries and consultants from different branches of law and business. We intend to offer a possibility of communication via a specially designed website and a mobile application. We intend to spend the funds on developing our enterprise.

Our plan of operations is as follows: