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Omnia Wellness (OMWS)

Filed: 25 Jun 18, 4:41pm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

March 31, 2018

or

[   ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

[   ] to [   ]

 

 

Commission file number

333-211986

 

 

 

 

GLOLEX INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada

 

98-1291924

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

Unit 9647 13 Freeland Park Wareham Road Poole United Kingdom

 

 

BH16 6F

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code:

 

+44 1133206482

 

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

Title of Each Class

 

Name of Each Exchange On Which Registered

N/A

 

N/A

 

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

Common Stock, par value $0.0001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. 

 

Yes ¨  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

 

Yes ¨  No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. 

 

Yes x  No ¨


1


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

 

Yes  x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

  

Large accelerated filer  

¨

Accelerated filer

¨

 

Non-accelerated filer

¨

Smaller reporting company

x

 

Emerging growth company

¨

 

 

 

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 exchange act. ¨

 

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

 

Yes ¨  No x

 

 

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

4,356,750 common shares as of March 31, 2018.

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.


2


TABLE OF CONTENTS

 

 

 

PART 1

 

ITEM 1

Description of Business

4

ITEM 1A    

Risk Factors

5

ITEM 2   

Description of Property

5

ITEM 3   

Legal Proceedings                                             

5

ITEM 4

Submission of Matters to a Vote of Security Holders           

5

 

PART II

 

ITEM  5   

Market for Common Equity and Related Stockholder Matters      

6

ITEM  6  

Selected Financial Data                                       

6

ITEM  7 

Management's Discussion and Analysis of Financial Condition and Results of Operations

6

ITEM 7A      

Quantitative and Qualitative Disclosures about Market Risk   

8

ITEM 8

Financial Statements and Supplementary Data                  

8

ITEM 9    

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

18

ITEM 9A (T)

Controls and Procedures

18

 

PART III

 

ITEM 10

Directors, Executive Officers, Promoters and Control Persons of the Company

18

ITEM 11

Executive Compensation

19

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20

ITEM 13

Certain Relationships and Related Transactions

20

ITEM 14

Principal Accountant Fees and Services                       

20

 

PART IV

 

ITEM 15

Exhibits

21


3


PART I

 

Item 1. Description of Business

 

FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

 GENERAL

We were incorporated in the State of Nevada on March 2, 2016. The purpose of our business is to provide a web based, round-the-clock, online legal consulting advice service. The service will invite people with legal problems to visit the website at http://glolex-inc.net/ and post legal questions which lawyers, licensed in their jurisdiction, answer with an initial free consultation. The first session is intended to be free of charge to attract new customers, but further consulting services will come with a fee. First free session could involve a phone call or text exchange. We will offer subscription legal plans to link customers with attorneys who partake in our legal plan network.

 

Anonymity

 

This is intended to be a protected online legal consulting advice service. For very discreet individuals who may wish to receive consulting advice anonymously. If their session is paid for in bitcoin then identity of client remains anonymous, customers will not need to provide their personal details.

 

Our app

 

The second aspect of our business will be a mobile app. This app provides 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. It will also 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’.

 

We intend to engage in business activity but there is no assurance that we will be successful in developing our marketable product.


4


Our principal office is located at Unit 9647, 13 Freeland Park, Wareham Road, Poole BH16 6F, U. K.;

Telephone: 1 702 751 8296

Our website: http://glolex-inc.net/

 

Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company and we haven’t had any revenue so far. It is possible that won’t be able to achieve profitability and we might be forced to cease operations due to the lack of funding.

 

Other services we intend to provide and potential clients

 

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 network of other consultants with particular expertise. 

 

EMPLOYEES AND EMPLOYMENT AGREEMENTS

 

At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

 

Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 

 

Item 2.  Description of Property

 

We do not own any real estate or other properties.  

 

Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

 

Item 4.  Submission of Matters to a Vote of Security Holders

 

None.

 

PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters      

 

Market Information


5


There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 As of March 31, 2018, no shares of our common stock have traded.

 

Number of Holders

 

As of March 31, 2018, the 4,356,750 issued and outstanding shares of common stock were held by a total of 33 shareholder of record.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended March 31, 2018 and 2017.  We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future. 

 

 

Recent Sales of Unregistered Securities

 

None.

 

Purchase of our Equity Securities by Officers and Directors

 

None.

 

Other Stockholder Matters

 

None.

 

 

Item 6. Selected Financial Data                                       

 

Not applicable.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward-looking statements.   Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

RESULTS OF OPERATIONS


6


We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

FISCAL YEAR ENDED MARCH 31, 2018 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2017.

 

Our net loss for the fiscal year ended March 31, 2018 was $27,584 compared to a net loss of $1,684 during the fiscal year ended March 31, 2017. During fiscal years ended March 31, 2018, the Company has not generated any revenue. During fiscal years ended March 31, 2017, the Company has generated $12,350 in revenue.

 

 

Expenses incurred during the fiscal year ended March 31, 2018 compared to fiscal year ended March 31, 2017 increased primarily due to the increased scale and scope of business operations.  Professional fees generally include legal fees, auditor and accounting expenses.

 

The weighted average number of shares outstanding was 4,356,750 for the fiscal year ended March 31, 2018 and 3,000,000 for the fiscal year ended March 31, 2017.

 

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

FISCAL YEAR ENDED MARCH 31, 2018 and 2017

 

As of March 31, 2018, our total assets were $3,676 consisting of cash and cash equivalents $3,191 and fixed asset of $485 and our total liabilities were $3,809 comprised of advances from stockholder.

 

As of March 31, 2017, our total assets were $4,625 comprised of cash and cash equivalents $3,869, fixed asset of $756 and liabilities consisted of advances from stockholder of $4,309. Stockholders’ equity decreased from $3,676 as of March 31, 2018 to $4,625 as of March 31, 2017.  

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities for the fiscal year ended March 31, 2018, net cash flows used in operating activities was ($27,313). Cash flows from operating activities for the fiscal year ended March 31, 2017 was ($3,440).

 

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended March 31, 2018, net cash from financing activities was $26,635 consisting of director loan (500) and issuance of common stock of $27,135. For the


7


fiscal year ended March 31, 2017, net cash from financing activities was $3,310 consisting of director loan.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

 

MATERIAL COMMITMENTS

 

As of the date of this Annual Report, we do not have any material commitments.

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

We do not intend to purchase any significant equipment during the next twelve months.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Annual Report, we do not have any offbalance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors' report accompanying our March 31, 2018 and March 31, 2017 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   

 

Not applicable to smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data                  


8



9


INDEX TO FINANCIAL STATEMENTS

GLOLEX INC.

TABLE OF CONTENTS

 

 

 

Page

Reports of Independent Registered Public Accounting Firms

 

10

 

 

 

Balance Sheets as of March 31, 2018 and 2017

 

13

 

 

 

Statements of Operations for the years ended March 31, 2018 and 2017

 

14

 

 

 

Statements of Stockholders’ Equity from March 2, 2016(Inception) through March 31, 2018

 

15

 

 

 

Statements of Cash Flows for the years ended March 31, 2018 and 2017

 

16

 

 

 

Notes to Financial Statements

 

17


10



Report of Independent Registered Public Accounting Firm

 

 

To the shareholders and the board of directors of Glolex, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Glolex, Inc. (the "Company") as of March 31, 2018 and 2017, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/S/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2016.

Lakewood, CO

June 25, 2018


12



BALANCE SHEET

GLOLEX INC.

ASSETS

March 31, 2018

March 31, 2017

Current Assets

 

 

Cash and cash equivalents

$   3,191

$    3,869

Total Current Assets

$   3,191

$    3,869

 

 

 

Fixed Assets, net

 

 

 Equipment

$      485

$       756

Total Fixed Assets

$      485

$       756

 

Other Assets

 

 

 Prepaids and Deposits

$           -

$           -

Total Other Assets

$           -

$           -

 

 

 

Total Assets

$   3,676

$    4,625

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Liabilities

 

 

Current Liabilities

 

 

Accounts Payable

$          -

$           -

Loan from director

3,809

4,309

 

 

 

Total Liabilities

$   3,809

$   4,309

 

 

 

Stockholders’ Equity

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 4,356,750 and 3,000,000 shares issued and outstanding respectively;

4,357

3,000

Additional paid in capital

25,778

-

Accumulated deficit

(30,268)

(2,684)

Total Stockholders’ Equity

(133)

316

 

 

 

Total Liabilities and Stockholders’ Equity

$   3,676

$    4,625

 

 

 

 

 

 

 

See accompanying notes to the financial statements.


13



GLOLEX INC.

STATEMENTS OF OPERATIONS

 

 

 

 

Year ended  March 31, 2018

March 2, 2017 (inception) to  March 31, 2017

 

 

 

 

REVENUES

$                     -

$                     -

 

Services Rendered

(Consultation and advise)

-

13,000

 

 

 

COGS

Consulting fees

-

(650)

 

Net Profit

-

12,350

 

EXPENSES

 

 

 

Bank service charges

757

284

General and administrative expenses

26,436

9,420

Miscellaneous expense

120

-

Depreciation expense

271

330

Website Development

-

4,000

 

 

 

TOTAL OPERATING EXPENSES

27,584

14,034

 

 

 

 

 

 

Loss before Income Tax Provision

(27,584)

(1,684)

 

 

 

PROVISION BEFORE INCOME TAXES

-

-

 

 

 

NET LOSS/INCOME

$          (27,584)

$            (1,684)

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

$              (0.00)

$              (0.00)

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

4,356,750

3,000,000

 

 

 

 

 

See accompanying notes to the financial statements.


14



GLOLEX INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

 

Common Stock

 

 

 

 

 

 

Additional Paid-in

Deficit Accumulated during the Development

Total Stockholders’

 

Shares

Amount

Capital

Stage

Equity

 

 

 

 

 

 

Inception, March 2, 2016

-

$             -

$             -

$                  -

$                -

 

 

 

 

 

 

Shares issued for cash at $0.001

per share

3,000,000

3,000

-

-

3,000

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

March 31, 2016

-

-

-

(1,000)

(1,000)

 

 

 

 

 

 

Balance, March 31, 2016

3,000,000

$     3,000

$             -

$       (1,000)

$         2,000

 

 

 

 

 

 

Net loss for the year ended

March 31, 2017

-

-

-

(1,684)

(1,684)

 

 

 

 

 

 

Balance, March 31, 2017

3,000,000

$     3,000

$             -

$       (2,684)

$         316

 

 

 

 

 

 

Shares issued for cash at

$0.02 per share

1,356,750

$     1,357

$   25,778

-

27,135

 

 

 

 

 

 

Net loss for the year ended

March 31, 2018

-

-

-

(27,584)

(27,584)

 

 

 

 

 

 

Balance, March 31, 2018

4,356,750

$    4,357

$   25,778

$    (30,268)

$         (133)

 

 

 

 

 

 

See accompanying notes to the financial statements.


15



GLOLEX INC.

STATEMENTS OF CASH FLOWS

 

 

Year ended  March 31, 2018

March 2, 2017 (inception) to March 31, 2017

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss for the period

$     (27,584)

$      (1,684)

Adjustments to reconcile net loss to net cash (used in) operating activities:

 

 

Depreciation Expense

271

330

Changes in assets and liabilities:

 

 

Accounts Payable

-

(2,086)

CASH FLOWS USED IN OPERATING ACTIVITIES

      (27,313)

      (3,440)

 

CASH FLOWS FROM INVESTING ACTIVITIES  

 

 

 Prepaid Deposit on Website

-

1,000

NET CASH PROVIDED BY INVESTING ACTIVITIES

-

1,000

 

CASH FLOWS FROM FINANCING ACTIVITIES  

 

 

Proceeds from sale of common stock

27,135

-

Loans from director

(500)

3,310

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

26,635

3,310

 

 

 

 

Net Cash Increase for Period

 

$           (678)

$             870

Cash at the beginning of Period

3,869

2,999

Cash at end of Period

$          3,191

$          3,869

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

$                 -

$                 -

Income taxes paid

$                 -

$                 -

 

 

 

 

 

See accompanying notes to the financial statements.


16



GLOLEX INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018 and 2017

 

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Glolex Inc. was incorporated in Nevada on March 2, 2016. We are a new company and the purpose of our business is to have an easy to use, web based, round-the-clock, online, legal, consulting advice service.

 

NOTE 2- SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

 

Development Stage Company

 

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.

 

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.  Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

 

Fiscal Year-End

 

The Company elected March 31 as its fiscal year ending date.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the


17



reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were as follows:

 

(i)Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. 

(ii)Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. 

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:


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Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

 

Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies


19



related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Revenue Recognition

 

The Company has a website and the purpose of our business is to generate income from facilitating easy access to the public to legal advice online and through a telephone application.

Services are provided through a phone app or Glolex’s website, to connect lawyers with members of general public that need to be advised on various legal affairs, in all areas of law.

The Company will recognize revenue in accordance with ASC topic 606 “Revenue Recognition”. The Company recognizes revenue when our services have been provided and accepted by the customer and collection is reasonably assured

 

As of March 31, 2018, the Company has not generated any revenue.

 

 

 

Deferred Tax Assets and Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.


20



The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Tax years that remain subject to examination by major tax jurisdictions

 

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

 

Earnings per Share

 

Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share.  EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period.  Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income.  The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder.  The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS.  Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.


21



There were no contingent shares issuance arrangements, stock options or warrants which were issuable and could have potential dilutive effect to the earnings per share for the period ended December 31, 2017.

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period

pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recent Accounting Pronouncements

 

In September 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

 

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

 

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

 

Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is


22



sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

 

The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

 

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

 

Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

 

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

 

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise

substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the

financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

 

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):


23



a.Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans) 

b.Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations 

c.Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. 

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

 

a.Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern 

b.Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations 

c.Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. 

 

The amendments in this Update are effective for the annual period ending after December 15, 2017, and for annual periods and interim periods thereafter. Early application is permitted.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

 

NOTE 3 – FIXED ASSET

 

The company has purchased the equipment in a form of Mac book computer and paid $1,088.  We determined the useful life to be 4 years.   The accumulated depreciation was calculated to be $604 to date;

 

 

NOTE 4 – GOING CONCERN

 

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

 

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at December 31, 2017, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations.  Management intends to raise additional funds by way of a private or public offering.  While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The


24



ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

NOTE 5– LOAN FROM DIRECTOR

 

On March 2, 2017, a director loaned $899 to the Company for Incorporation.

 

On March 7, 2017, a director loaned $100 to the Company to a open bank account.

 

On March 2, 2017, a director loaned $400 towards paying Company invoices.

 

On December 27, 2017, a director loaned $2,660 to the Company to pay for general expenses.

 

As of March 31, 2017, a director paid $(650) in COGs on behalf of the Company.

 

The balance due to the director as of March 31, 2018 was $3,809.

 

The loans are unsecured, non-interest bearing and due on demand.

 

 

NOTE 7 – STOCKHOLDER’S EQUITY

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

On March 22, 2017, the Company issued 3,000,000 shares of common stock to a director for cash proceeds of $3,000 at $0.001 per share.

 

During months of May and September the Company issued 780,000 shares of common stock for cash proceeds of $15,600 to shareholders at $0.02 per share.

 

In July and August 2017, the Company issued 576,750 shares of common stock for cash proceeds of $11,535 to 12 shareholders at $0.02 per share.

 

There were 4,356,750 shares of common stock issued and outstanding as of March 31, 2018.

 

 

 

NOTE 8- RENDERED SERVICES

 

The Company has not provided any services and has no recorded revenue as of March 31, 2018.

 

 

NOTE 9– RELATED PARTIES

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.


25



Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

 

NOTE 10 – SUBSEQUENT EVENTS

 

In accordance with SFAS 1(133) (ASC 855-10) the Company has analyzed its operations subsequent to March 31, 2018 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.


26



Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A(T). Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2018 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") 2013.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2018, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

1.We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 

 

2.We did not maintain appropriate cash controls – As of March 31, 2018, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. 

 

3.We did not implement appropriate information technology controls – As at March 31, 2018, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.  

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.


13



As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2018 based on criteria established in Internal Control—Integrated Framework issued by COSO.

 

 

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2018, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

 

PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

 

DIRECTORS AND EXECUTIVE OFFICERS

 

 

The name, address and position of our present officers and directors are set forth below:

 

Name and Address of Executive

Officer and/or Director

 

Age

 

Position

 

 

Maksim Charniak

Unit 9647, 13 Freeland Park, Wareham Rd.

Poole BH16 6F, United Kingdom

 

32

 

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

 

 

 

 

 

 

Biographical Information and Background of officer and director

 

Maksim Charniak has acted as our President, Treasurer, Secretary and sole Director since we incorporated on March 2, 2016. Mr. Charniak owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Charniak was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors.

 

Mr. Charniak holds a university degree in International law, specializing in International Private Law. In 2010 he obtained Magistracy at European Humanities University in Vilnus at the Facuty of Law, specializing in International Law and European Law. From 2011 until present he’s been a director of his own private law firm DELAWYERS in Vilnus. In the EU. His legal specialization


14



is: corporate law, Civil law, Intellectual property, Administrative law, International private law, EU law, Law of Customs Union, Real Estate, Licensing, Gambling industry, Construction, Retail, HACCP, ISO. He speaks English and Spanish

 

During the past ten years, Mr. Charniak has not been the subject to any of the following events:

 

1.Any bankruptcy petition filed by or against any business of which Mr. Charniak was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. 

2.Any conviction in a criminal proceeding or being subject to a pending criminal proceeding. 

3.An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Charniak’s involvement in any type of business, securities or banking activities. 

4.Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 

5.Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; 

6.Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 

7.Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: 

i.Any Federal or State securities or commodities law or regulation; or 

ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or 

iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 

8.Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. 

 

 

 

AUDIT COMMITTEE

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

SIGNIFICANT EMPLOYEES

 

We have no employees other than our Treasurer and a sole director, Maksim Charniak; he currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.


15



Item 11. Executive Compensation

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “Named Executive Officers”) from inception on March 2, 2016 until March 31, 2018.

 

 

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary (US$)

Bonus (US$)

Stock Awards (US$)

Option Awards (US$)

Non-Equity Incentive Plan Compensation (US$)

Nonqualified Deferred Compensation Earnings (US$)

All Other Compensation (US$)

Total (US$)

Maksim Charniak

2017 

0 

0 

0 

0 

0 

0 

0 

0 

President

2016 

0 

0 

0 

0 

0 

0 

0 

0 

 

2016 

0 

0 

0 

0 

0 

0 

0 

0 

Treasurer

2016 

0 

0 

0 

0 

0 

0 

0 

0 

 

 

 

There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

 

CHANGE OF CONTROL

 

As of March 31, 2018, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table provides certain information regarding the ownership of our common stock, as of March 31, 2018 and as of the date of the filing of this annual report by:

 

 

 

each of our executive officers;

 

 

each director;

 

 

each person known to us to own more than 5% of our outstanding common stock; and

 

 

all of our executive officers and directors and as a group.

 

 

 

 

 

 

 


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Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

 

Percentage

 

 

 

 

 

 

 

Common Stock

 

Maksim Charniak

Unit 9647

13 Freeland Park

Wareham Road

Poole BH16 6F

United kingdom

 

3,000,000 shares of common stock (direct)

 

69%

 

 

The percent of class is based on 4,357,000 shares of common stock issued and outstanding as of the date of this annual report.

 

 

Item 13. Certain Relationships and Related Transactions

 

During the year ended March 31, 2018, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

 

Item 14. Principal Accountant Fees and Services 

 

During fiscal year ended March 31, 2018, we incurred approximately $7,250 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the reviews of our financial statements for the year ended March 31, 2018 and $7,000 for the period ended March 31, 2017.

 

Item 15. Exhibits

 

The following exhibits are filed as part of this Annual Report.

 

 

Exhibits:

 

31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act 

 

31.2   Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act 

 

32.1   Certification   of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act 


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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

GLOLEX INC.

 

Dated: June 25, 2018

By: /s/ Maksim Charniak  

 

 

Maksim Charniak, President and

Chief Executive Officer and

Chief Financial Officer

 

 

                                      

                        

 

 

 

 

 

 

         


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