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[10-Q] Londax Corp. Quarterly Earnings Report

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Form Type
10-Q

Londax Corp. (LDXC) filed its Q1 FY2026 10-Q, reporting revenue of $3,107 and a net loss of $11,943 for the three months ended August 31, 2025. Management disclosed a “substantial doubt” going concern uncertainty due to accumulated deficit of $15,222, limited cash, and reliance on related-party support.

The company shifted from one-time services to annual subscriptions, which recognize revenue over time and contributed to a year-over-year revenue decline. Operating expenses were $14,848, including $6,257 of amortization and depreciation as newly developed software and apps enter amortization.

Cash increased to $24,602, aided by $30,514 of deferred income, while current liabilities totaled $75,335. On July 31, the president canceled 3,000,000 restricted shares, reducing common shares outstanding to 2,231,135 as of October 20, 2025. Subsequent events included a board change and the appointment of an interim CEO and CFO.

Londax Corp. (LDXC) ha presentato il Q1 FY2026 10-Q, riportando ricavi di $3,107 e una perdita netta di $11,943 per i tre mesi terminati il 31 agosto 2025. La direzione ha comunicato un dubbio sostanziale sulla continuità operativa a causa di un deficit cumulato di $15,222, liquidità limitata e affidamento sul supporto di parti correlate.

L azienda è passata da servizi una tantum a abbonamenti annuali, che riconoscono i ricavi nel tempo e hanno contribuito a una diminuzione dei ricavi anno su anno. Le spese operative sono state di $14,848, tra cui $6,257 di ammortamenti e svalutazioni poiché software e app sviluppati entrano in ammortizzazione.

La liquidità è aumentata a $24,602, agevolata da $30,514 di proventi differiti, mentre le passività correnti ammontavano a $75,335. Il 31 luglio il presidente ha annullato 3,000,000 di azioni vincolate, riducendo le azioni ordinarie in circolazione a 2,231,135 al 20 ottobre 2025. Eventi successivi hanno incluso un cambio del consiglio di amministrazione e la nomina di un CEO e CFO ad interim.

Londax Corp. (LDXC) presentó su 10-Q del Q1 FY2026, reportando ingresos de $3,107 y una pérdida neta de $11,943 para los tres meses terminados el 31 de agosto de 2025. La gerencia comunicó una duda sustancial sobre la continuidad operativa debido a un déficit acumulado de $15,222, liquidez limitada y dependencia del apoyo de partes relacionadas.

La compañía pasó de servicios puntuales a suscripciones anuales, que reconocen ingresos a lo largo del tiempo y contribuyeron a una caída interanual de ingresos. Los gastos operativos fueron de $14,848, incluyendo $6,257 de amortización y depreciación a medida que el software y las apps desarrollados ingresan en amortización.

La liquidez aumentó a $24,602, ayudada por $30,514 de ingresos diferidos, mientras que las obligaciones corrientes totalizaron $75,335. El 31 de julio, el presidente canceló 3,000,000 de acciones restringidas, reduciendo las acciones comunes en circulación a 2,231,135 a partir del 20 de octubre de 2025. Eventos posteriores incluyeron un cambio en la junta y el nombramiento de un CEO y CFO interinos.

Londax Corp. (LDXC) 2026 회계연도 1분기 10-Q를 제출, 2025년 8월 31일 종료된 3개월간 매출액 $3,107 및 순손실 $11,943를 보고했습니다. 경영진은 누적 적자 $15,222, 자금 유동성 부족, 관련 당사자의 지원 의존으로 인한 계속기업 우려를 밝혔다고 전했습니다.

일회성 서비스에서 연간 구독으로 전환하여 시간이 경과에 따라 매출을 인식하게 되었고, 이는 전년 대비 매출 감소에 기여했습니다. 영업비용은 $14,848로, 신규 개발 소프트웨어 및 앱의 상각이 진행되면서 $6,257의 감가상각이 포함되었습니다.

현금은 $24,602로 증가했고, 이 가운데 $30,514의 이연 수익이 도움을 주었으며, 유동부채는 $75,335에 달했습니다. 7월 31일 회장은 제한된 3,000,000주를 취소하여 2025년 10월 20일 기준 발행 주식수가 2,231,135로 감소했습니다. 이후 이벤트로 이사회 교체 및 임시 CEO와 CFO 임명이 포함되었습니다.

Londax Corp. (LDXC) a déposé son 10-Q du T1 de l’exercice FY2026, enregistrant un chiffre d’affaires de $3,107 et une perte nette de $11,943 pour les trois mois clos le 31 août 2025. La direction a déclaré un doute sérieux sur la continuité d’exploitation en raison d’un déficit cumulé de $15,222, d’une trésorerie limitée et d’une dépendance apportée par des parties liées.

L’entreprise est passée de services ponctuels à des abonnements annuels, qui reconnaissent les revenus au fil du temps et ont contribué à une baisse des revenus d’une année sur l’autre. Les dépenses opérationnelles s’établissent à $14,848, dont $6,257 d’amortissements et dépréciations, à mesure que des logiciels et applications développés entrent en amortissement.

La trésorerie a augmenté à $24,602, aidée par $30,514 de produits différés, tandis que les passifs courants totalisaient $75,335. Le 31 juillet, le président a annulé 3 000 000 d’actions restreintes, réduisant les actions ordinaires en circulation à 2 231 135 au 20 octobre 2025. Des événements ultérieurs ont inclus un changement au conseil d’administration et la nomination d’un PDG et CFO par intérim.

Londax Corp. (LDXC) legte den Q1-Bericht FY2026 im 10-Q vor, mit einem Umsatz von $3,107 und einem Nettoverlust von $11,943 für die drei Monate zum 31. August 2025. Die Geschäftsführung meldete erhebliche Zweifel an der Fortführung des Unternehmens aufgrund eines kumulierten Defizits von $15,222, begrenzter Liquidität und Abhängigkeit von der Unterstützung verwandter Parteien.

Das Unternehmen hat sich von Einmal-Dienstleistungen zu jährlichen Abonnements verlagert, die Einnahmen über die Zeit erkennen und zu einem rückläufigen Umsatz im Jahresvergleich beigetragen haben. Die operativen Kosten betrugen $14,848, einschließlich $6,257 Abschreibungen, während neu entwickelte Software und Apps amortisieren.

Der Cash-Bestand stieg auf $24,602, unterstützt durch $30,514 als abgegrossene Einnahmen, während die kurzfristigen Verbindlichkeiten $75,335 betrugen. Am 31. Juli kündigte der Präsident 3.000.000 restriktierte Aktien, wodurch sich die ausstehenden Stammaktien zum 20. Oktober 2025 auf 2.231.135 reduzierten. Folgende Ereignisse umfassten einen Vorstandwechsel und die Ernennung eines Interim-CEO und CFO.

قدمت شركة Londax Corp. (LDXC) تقريرها 10-Q للربع الأول من السنة المالية 2026، حيث بلغت العائدات $3,107 والخسارة الصافية $11,943 للأشهر الثلاثة المنتهية في 31 أغسطس 2025. كشفت الإدارة عن شك كبير في استمرار النشاط نتيجة عجز متراكم قدره $15,222، ونقص في النقد، واعتماد على دعم من أطراف ذات صلة.

تحولت الشركة من خدمات لمرة واحدة إلى اشتراكات سنوية، التي تعتَرِف بالإيرادات على مدار الزمن وأسهمت في انخفاض الإيرادات مقارنة بالعام السابق. بلغت المصروفات التشغيلية $14,848، بما فيها $6,257 من الإطفاء والتناقص مع دخول البرمجيات والتطبيقات المطوّرة في الإطفاء.

ارتفع النقد إلى $24,602، بمساعدة $30,514 من الإيرادات المؤجلة، في حين بلغت الالتزامات الحالية $75,335. في 31 يوليو، ألغى الرئيس 3,000,000 سهماً مقيداً، ليقل عدد الأسهم العادية القائمة إلى 2,231,135 اعتباراً من 20 أكتوبر 2025. شملت الأحداث اللاحقة تغيراً في المجلس وتعيين مدير تنفيذي مؤقت ومدير مالي مؤقت.

Londax Corp. (LDXC) 已提交其 2026 财年第一季度的 10-Q,报告期内三个月结束于2025年8月31日的收入为 $3,107,净亏损为 $11,943。管理层表示由于累计赤字 $15,222、现金不足,以及对关联方支持的依赖,存在持续经营重大不确定性。

公司已从一次性服务转变为年度订阅模式,收入按时间分摊确认,导致同比收入下降。运营费用为 $14,848,其中 $6,257 属于在新开发的软件和应用进入摊销阶段时的摊销与折旧。

现金增加至 $24,602,受 $30,514 的递延收入帮助;流动负债总额为 $75,335。在7月31日,董事长宣布取消 3,000,000 股受限股,截至2025年10月20日普通股在外流通股数为 2,231,135。随后的事件包括董事会变动及临时首席执行官和临时首席财务官的任命。

Positive
  • 3,000,000-share cancellation by the president reduced outstanding shares to 2,231,135 as of October 20, 2025.
Negative
  • Going concern uncertainty disclosed due to low cash and accumulated deficit.
  • Revenue decline to $3,107 year over year tied to shift to subscription recognition.

Insights

Revenue fell on model shift; going concern flagged.

Londax posted Q1 revenue of $3,107 and a net loss of $11,943. Management attributes the drop to moving from one-time services to annual subscriptions that recognize revenue over the term, dampening near-term reported sales.

The filing cites “substantial doubt” about continuing as a going concern, tied to an accumulated deficit of $15,222, limited cash, and dependence on additional financing. Liabilities were $75,335, including accounts payable and deferred income, versus cash of $24,602.

On July 31, 2025, the president canceled 3,000,000 restricted shares, bringing shares outstanding to 2,231,135 by October 20, 2025. Leadership changes occurred on October 14, 2025. Actual operating traction will be clearer as subscription revenue amortizes across periods.

Londax Corp. (LDXC) ha presentato il Q1 FY2026 10-Q, riportando ricavi di $3,107 e una perdita netta di $11,943 per i tre mesi terminati il 31 agosto 2025. La direzione ha comunicato un dubbio sostanziale sulla continuità operativa a causa di un deficit cumulato di $15,222, liquidità limitata e affidamento sul supporto di parti correlate.

L azienda è passata da servizi una tantum a abbonamenti annuali, che riconoscono i ricavi nel tempo e hanno contribuito a una diminuzione dei ricavi anno su anno. Le spese operative sono state di $14,848, tra cui $6,257 di ammortamenti e svalutazioni poiché software e app sviluppati entrano in ammortizzazione.

La liquidità è aumentata a $24,602, agevolata da $30,514 di proventi differiti, mentre le passività correnti ammontavano a $75,335. Il 31 luglio il presidente ha annullato 3,000,000 di azioni vincolate, riducendo le azioni ordinarie in circolazione a 2,231,135 al 20 ottobre 2025. Eventi successivi hanno incluso un cambio del consiglio di amministrazione e la nomina di un CEO e CFO ad interim.

Londax Corp. (LDXC) presentó su 10-Q del Q1 FY2026, reportando ingresos de $3,107 y una pérdida neta de $11,943 para los tres meses terminados el 31 de agosto de 2025. La gerencia comunicó una duda sustancial sobre la continuidad operativa debido a un déficit acumulado de $15,222, liquidez limitada y dependencia del apoyo de partes relacionadas.

La compañía pasó de servicios puntuales a suscripciones anuales, que reconocen ingresos a lo largo del tiempo y contribuyeron a una caída interanual de ingresos. Los gastos operativos fueron de $14,848, incluyendo $6,257 de amortización y depreciación a medida que el software y las apps desarrollados ingresan en amortización.

La liquidez aumentó a $24,602, ayudada por $30,514 de ingresos diferidos, mientras que las obligaciones corrientes totalizaron $75,335. El 31 de julio, el presidente canceló 3,000,000 de acciones restringidas, reduciendo las acciones comunes en circulación a 2,231,135 a partir del 20 de octubre de 2025. Eventos posteriores incluyeron un cambio en la junta y el nombramiento de un CEO y CFO interinos.

Londax Corp. (LDXC) 2026 회계연도 1분기 10-Q를 제출, 2025년 8월 31일 종료된 3개월간 매출액 $3,107 및 순손실 $11,943를 보고했습니다. 경영진은 누적 적자 $15,222, 자금 유동성 부족, 관련 당사자의 지원 의존으로 인한 계속기업 우려를 밝혔다고 전했습니다.

일회성 서비스에서 연간 구독으로 전환하여 시간이 경과에 따라 매출을 인식하게 되었고, 이는 전년 대비 매출 감소에 기여했습니다. 영업비용은 $14,848로, 신규 개발 소프트웨어 및 앱의 상각이 진행되면서 $6,257의 감가상각이 포함되었습니다.

현금은 $24,602로 증가했고, 이 가운데 $30,514의 이연 수익이 도움을 주었으며, 유동부채는 $75,335에 달했습니다. 7월 31일 회장은 제한된 3,000,000주를 취소하여 2025년 10월 20일 기준 발행 주식수가 2,231,135로 감소했습니다. 이후 이벤트로 이사회 교체 및 임시 CEO와 CFO 임명이 포함되었습니다.

Londax Corp. (LDXC) a déposé son 10-Q du T1 de l’exercice FY2026, enregistrant un chiffre d’affaires de $3,107 et une perte nette de $11,943 pour les trois mois clos le 31 août 2025. La direction a déclaré un doute sérieux sur la continuité d’exploitation en raison d’un déficit cumulé de $15,222, d’une trésorerie limitée et d’une dépendance apportée par des parties liées.

L’entreprise est passée de services ponctuels à des abonnements annuels, qui reconnaissent les revenus au fil du temps et ont contribué à une baisse des revenus d’une année sur l’autre. Les dépenses opérationnelles s’établissent à $14,848, dont $6,257 d’amortissements et dépréciations, à mesure que des logiciels et applications développés entrent en amortissement.

La trésorerie a augmenté à $24,602, aidée par $30,514 de produits différés, tandis que les passifs courants totalisaient $75,335. Le 31 juillet, le président a annulé 3 000 000 d’actions restreintes, réduisant les actions ordinaires en circulation à 2 231 135 au 20 octobre 2025. Des événements ultérieurs ont inclus un changement au conseil d’administration et la nomination d’un PDG et CFO par intérim.

Londax Corp. (LDXC) legte den Q1-Bericht FY2026 im 10-Q vor, mit einem Umsatz von $3,107 und einem Nettoverlust von $11,943 für die drei Monate zum 31. August 2025. Die Geschäftsführung meldete erhebliche Zweifel an der Fortführung des Unternehmens aufgrund eines kumulierten Defizits von $15,222, begrenzter Liquidität und Abhängigkeit von der Unterstützung verwandter Parteien.

Das Unternehmen hat sich von Einmal-Dienstleistungen zu jährlichen Abonnements verlagert, die Einnahmen über die Zeit erkennen und zu einem rückläufigen Umsatz im Jahresvergleich beigetragen haben. Die operativen Kosten betrugen $14,848, einschließlich $6,257 Abschreibungen, während neu entwickelte Software und Apps amortisieren.

Der Cash-Bestand stieg auf $24,602, unterstützt durch $30,514 als abgegrossene Einnahmen, während die kurzfristigen Verbindlichkeiten $75,335 betrugen. Am 31. Juli kündigte der Präsident 3.000.000 restriktierte Aktien, wodurch sich die ausstehenden Stammaktien zum 20. Oktober 2025 auf 2.231.135 reduzierten. Folgende Ereignisse umfassten einen Vorstandwechsel und die Ernennung eines Interim-CEO und CFO.

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Table of Contents

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended August 31, 2025

 

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

 

Commission file number 000-56731

 

LONDAX CORP.

(Exact name of registrant as specified in its charter)

  

Wyoming 7371 35-2807931
State or Other Jurisdiction of Primary Standard Industrial IRS Employer
Incorporation or Organization Classification Code Number Identification Number

 

Yiangou Potamiti 27, Limassol
Cyprus, 3010

+371 29591676

londaxcorp@protonmail.com

(Address and telephone number of principal executive offices)

 

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

Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

 

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 the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

Accelerated filer

Non-accelerated filer
Emerging growth company

Smaller reporting 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 Securities Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,231,135 common shares issued and outstanding as of October 20, 2025.

 

   

 

 

 

LONDAX CORP.

 

QUARTERLY REPORT ON FORM 10-Q

 

TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION:  
     
Item 1. Financial Statements (Unaudited) 3
     
  Balance Sheets – August 31, 2025 (Unaudited) and May 31, 2025 (Audited) 4
     
  Statements of Operations – Three months ended August 31, 2025 and 2024 (Unaudited) 5
     
  Statements of Stockholders’ Equity (Deficit) – Three months ended August 31, 2025 and 2024 (Unaudited) 6
     
  Statements of Cash Flows – Three months ended August 31, 2025 and 2024 (Unaudited) 7
     
  Notes to the Unaudited Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
     
Item 4. Controls and Procedures 18
     
PART II OTHER INFORMATION:  
     
Item 1. Legal Proceedings 20
     
Item 1A. Risk Factors 20
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
     
Item 3. Defaults Upon Senior Securities 20
     
Item 4. Submission of Matters to a Vote of Securities Holders 20
     
Item 5. Other Information 20
     
Item 6. Exhibits 20
     
  Signatures 21
   

 

 

 

 2 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying interim financial statements of Londax Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.

 

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

 

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

 

LONDAX CORP.

BALANCE SHEETS

 

  

August 31,

2025

(Unaudited)

  

May 31,

2025

(Audited)

 
ASSETS          
           
Cash  $24,602   $10,606 
Prepaid Expenses   20,000    20,000 
Total Current Assets   44,602    30,606 
           
Fixed Assets, Net   140    187 
Mobile App, Net   19,664    21,580 
Software Development Costs, Net   26,538    29,607 
Website, Net   10,103    11,328 
Total Other Assets   56,445    62,702 
           
Total Assets  $101,047   $93,308 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Accounts Payable  $40,540   $51,372 
Deferred Income   30,514     
Related Party Loan   4,281    4,281 
Total Current Liabilities   75,335    55,653 
           
Common Stock, $0.001 par value, 75,000,000 shares authorized; 2,231,135 and 5,231,135 shares issued and outstanding, respectively   2,231    5,231 
Additional Paid-in Capital   38,703    35,703 
Accumulated Income (Deficit)   (15,222)   (3,279)
Total Stockholders’ Equity   25,712    37,655 
           
Total Liabilities and Stockholders’ Equity  $101,047   $93,308 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 4 

 

 

LONDAX CORP.

STATEMENTS OF OPERATIONS

Three months ended August 31, 2025 and 2024 (Unaudited)

 

  

Three months

ended

August 31,

2025

(Unaudited)

  

Three months

ended

August 31,

2024

(Unaudited)

 
         
REVENUES  $3,107   $25,708 
Cost of sales        
GROSS PROFIT   3,107    25,708 
           
OPERATING EXPENSES          
Amortization and Depreciation Expense   6,257    338 
General and Administrative Expenses   151    4,627 
Professional Fees   8,440    10,446 
TOTAL OPERATING EXPENSES   14,848    15,411 
           
NET INCOME /(LOSS) FROM OPERATIONS   (11,741)   10,297 
           
OTHER EXPENSES   202     
           
PROVISION FOR INCOME TAXES        
           
NET INCOME /(LOSS)  $(11,943)  $10,297 
           
NET INCOME /(LOSS) PER SHARE: BASIC AND DILUTED  $(0.01)  $0.00 
           
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED   2,231,135    5,231,135 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 5 

 

 

LONDAX CORP.

STATEMENTS OF STOCKHOLDERS’ EQUITY

Three months ended August 31, 2025 and 2024 (Unaudited)

                     
   Common Stock   Additional Paid-in   Accumulated   Total Stockholders’ 
   Shares   Amount   Capital   Deficit   Equity 
                     
Balance, May 31, 2025   5,231,135   $5,231   $35,703   $(3,279)  $37,655 
                          
Cancellation of common stock   (3,000,000)   (3,000)   3,000         
Net Loss for the three months ended August 31, 2025               (11,943)   (11,943)
                          
Balance, August 31, 2025   2,231,135   $2,231   $38,703   $(15,222)  $25,712 
                          
                          
                          
Balance, May 31, 2024   5,231,135   $5,231   $35,703   $(2,081)  $38,853 
                          
Net Income for the three months ended August 31, 2024               10,297    10,297 
                          
Balance, August 31, 2024   5,231,135   $5,231   $35,703   $8,216   $49,150 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 6 

 

 

LONDAX CORP.

STATEMENTS OF CASH FLOWS

Three months ended August 31, 2025 and 2024 (Unaudited)

 

  

Three months

ended

August 31,

2025

(Unaudited)

  

Three months

ended

August 31,

2024

(Unaudited)

 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net Income (Loss)  $(11,943)  $10,297 
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Amortization and Depreciation Expense   6,257    338 
Project-In-Progress       33,000 
Accounts Payable   (10,832)    
Deferred Income   30,514     
CASH FLOWS USED IN OPERATING ACTIVITIES   13,996    43,635 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Software Development Costs       (28,828)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES       (28,828)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Notes Payable       (14,512)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES       (14,512)
           
Net increase (decrease) in cash and equivalents   13,996    295 
Cash and equivalents at beginning of the period   10,606    1,664 
Cash and equivalents at end of the period  $24,602   $1,959 
           
Supplemental cash flow information:          
Cash paid for:          
Interest  $   $ 
Taxes  $   $ 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 7 

 

 

LONDAX CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

THREE MONTHS ENDED AUGUST 31, 2025 AND 2024 (UNAUDITED)

 

 

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION

 

Londax Corp. (referred as the “Company”, “we”, “our”) was Incorporated in the State of Wyoming and established on May 19, 2023. We are a Software Development company that offers Consulting services.

 

Our office is located at Yiangou Potamiti 27, Limassol, Cyprus 3010.

 

NOTE 2 – GOING CONCERN

 

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 loss of $15,222 as of August 31, 2025, a net loss of $11,943 for the three months period ended August 31, 2025. The Company has Related Party Loan on a balance sheet of $4,281 as of August 31, 2025. 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 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 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

 

The Company’s year-end is May 31.

 

Interim Financial Statements

 

The unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes filed with the SEC for the year ended May 31, 2025.

 

 

 

 8 

 

 

Development Stage Company

 

The Company is a development stage company as defined in Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

 

The Company has elected to adopt application of Accounting Standards Update 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.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

 

On July 31, 2025, Olegs Pavlovs, president and director of Londax Corp., decided to cancel 3,000,000 of his restricted shares. The Company owes $4,281 in Related Party Loan currently to director as per Incorporation expenses of August 31, 2025.

 

Website, Mobile Application and Software Development Costs

 

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs.

 

Fair Value of Financial Instruments

 

AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

 

Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

 

 

 

 9 

 

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Basic Income (Loss) Per Share

 

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

As of August 31, 2025, and May 31, 2025, there were no potentially dilutive debt or equity instruments issued or outstanding.

 

Stock-Based Compensation

 

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Recent Accounting Pronouncements

 

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

 

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

 

NOTE 4 – FIXED ASSETS

 

As of August 31, 2025, our fixed assets comprised of $561 in equipment. Depreciation expense of equipment was $421 as of August 31, 2025.

 

NOTE 5 – INTANGIBLE ASSETS

 

In August 2023 the Company acquired a website for $3,500 to provide its services to customers. Amortization expense of the website was $2,371 as of August 31, 2025.

 

In November 2024 the Company completed the development of another website to advertise its services. The total cost of the website development was $8,855. On November 30, 2024, the Company capitalized $7,700 of the website development costs. Amortization expense of the website was $1,925 as of August 31, 2025.

 

 

 

 10 

 

 

Additionally, in May 2025 we introduced a new website to promote services for Android mobile application users. The total cost of the website development was $7,500. On May 29, 2025, the Company capitalized $3,500 of the website development costs. Amortization expense of the website was $302 as of August 31, 2025.

 

In February 2025 the Company completed the development of mobile application. The total cost of the mobile application development was $17,029. On February 15, 2025, the Company capitalized $14,000 of the mobile application development costs. Amortization expense of the mobile application was $2,514 as of August 31, 2025.

 

In May 2025 we launched our Android mobile application, as the previous version was only available for iOS users. The total cost of the mobile application development was $16,000. On May 23, 2025, the Company capitalized $9,000 of the mobile application development costs. Amortization expense of the mobile application was $823 as of August 31, 2025.

 

The Company has developed its Customer Relationship Management (CRM) platform. The total cost of the CRM platform is $37,000. On August 31, 2024, the Company capitalized $28,828 of platform development costs. As of August 31, 2025, the total amount of the CRM platform development costs was $28,828. Amortization expense of the CRM platform development costs was $9,609 as of August 31, 2025.

 

The Company has launched its Interview Kit Generator Program at https://roleform.com/. We created Roleform to help non-technical founders, recruiters, and hiring managers quickly generate high-quality interview questions. It saves time, ensures better candidate evaluation, and improves hiring decisions even without deep expertise in the role. The total cost of the Program is $15,000. On May 30, 2025, the Company capitalized $8,000 of the Program development costs. As of August 31, 2025, the total amount of the Program development costs was $8,000. Amortization expense of the Program development costs was $681 as of August 31, 2025.

 

The Company believes that the development of its websites, mobile applications, CRM platform and Interview Kit Generator Program will be relevant for 3 years with its constant testing and improvement.

 

NOTE 6 – SOFTWARE IN DEVELOPMENT

 

Software in development primarily consists of prepaid software development costs. These costs are currently recorded as an asset and will be partially capitalized upon the successful completion of the development process, in accordance with applicable accounting standards. Until completion, these costs are reviewed periodically for impairment.

 

The balance of Software in Development as of August 31, 2025 and May 31, 2025, was $0.

 

NOTE 7 RELATED PARTY LOAN

 

As of August 31, 2025, the Company owed $4,281 to the Company’s president for the Company’s working capital purposes. The amount is outstanding and payable upon request.

 

NOTE 8 – COMMON STOCK

 

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

 

On May 31, 2023, the Company issued 4,000,000 shares of common stock to our president for consideration of $4,000 at par value $0.001 per share.

 

In January 2024 the Company issued 705,203 shares of common stock for consideration of $21,156 at par value $0.03 per share.

 

 

 

 11 

 

 

In February 2024 the Company issued 420,200 shares of common stock for consideration of $12,606 at par value $0.03 per share.

 

On July 31, 2025, Olegs Pavlovs, president and director of Londax Corp., decided to cancel 3,000,000 of his restricted shares. The cancellation was made without any compensation or consideration, and in the best interest of the Company.

 

There were 2,231,135 and 5,231,135 shares of common stock issued and outstanding as of August 31, 2025, and May 31, 2025.

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Our president have agreed to provide her own premise under office needs. He will not take any fee for these premises; it is for free use.

 

NOTE 10 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to August 31, 2025, to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other thanthat on October 14, 2025, Olegs Pavlovs resigned as a member of the Board of Directors of Londax Corp. Mariami Togonidze was appointed on October 14, 2025 as the member of the Board of Directors of the Company. Giorgi Loloshvili was appointed as the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer on October 14, 2025.

 

 

 

 12 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as 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 in this report.

 

DESCRIPTION OF BUSINESS

 

Our company was established as a Wyoming corporation on May 19, 2023. As a developmental-stage enterprise, our primary focus is on offering IT consulting services and software development solutions. Our web site is https://londaxcorp.com/. Currently, we have developed and implemented our flagship product https://londax.ai/, which comprises a Customer Relationship Management (CRM) System, Applicant Tracking Systems (ATS), and out-staffing services.

 

Our principal executive office is located at Yiangou Potamiti 27, Limassol, Cyprus 3010. Our phone number is +371 29591676.

 

Our company develop and implement a customized Customer Relationship Management (CRM) System that facilitates out-staffing for our future clients. Our software is designed to seamlessly integrate into our clients' corporate structure, enabling them to hire and manage their staff, including top managers and IT specialists, with ease.

 

We are intending to operate in Europe with potential for working worldwide. From a technical perspective, londax.ai is a web application consisting of Frontend and Backend components hosted on cloud services provided by AWS. Londax.ai CRM system is developed for analyzing and monitoring the recruitment process using a funnel (hiring stages) and analyzing the KPIs of the already hired personnel. Currently, our main dashboard consists of: 1) Segment for Recruitment: funnel, creating job postings (manual \ AI) and portal for applicants.2) Segment for; Employees: Profile, password and personal data change and Help.

 

For the Artificial Intelligence functionality (advertisement generation), the OpenAI API is used.

 

Revenue

 

Our possible revenue streams are following:

 

  1. Subscription-Based Revenue Model: This revenue stream involves charging clients a monthly or annual fee for access to our CRM system. We can offer various rate plans, enabling clients to choose a subscription that best suits their needs and budget.
  2. Customization Services: We can charge clients on a project basis for customization services. This revenue stream involves working closely with clients to develop customized solutions that meet their specific needs and objectives.
  3. Data Migration Services: We can partner with data management companies to offer data migration services to clients who need to transfer their data from their existing system to our CRM system. This revenue stream involves charging clients a fee for data migration services.
  4. Training and Consulting Services: We can offer training and consulting services to help clients get the most out of our CRM system. This revenue stream involves charging clients a fee for training and consulting services.
  5. Integration Services: We can offer integration services to enable clients to integrate our CRM system with other software solutions. This revenue stream involves charging clients a fee for integration services.
  6. Maintenance and Support Services: We can offer maintenance and support services to ensure that our clients' CRM system is functioning properly and to provide technical support as needed. This revenue stream involves charging clients a fee for maintenance and support services.
  7. Upgrades and Add-Ons: We can offer upgrades and add-ons to our CRM system to provide additional functionality or to keep up with changing technologies. This revenue stream involves charging clients a fee for upgrades and add-ons.

 

 

 

 13 

 

 

Marketing and Competition

 

Our business is focused on the online market, and we intend to utilize various online marketing tools to promote our services effectively. To reach our potential clients, we plan to employ banners, flags, and video advertisements on popular social media platforms such as Facebook, Twitter, Instagram, and YouTube. We will present our services in an organized web catalog that can be easily accessed through our website and mobile application. Our catalog will be categorized and tagged to facilitate user-friendliness.

 

We intend to leverage context advertising tools such as Google AdWords, Yahoo!, and similar tools provided by AOL and Facebook to attract customer attention. Additionally, we will utilize SEO (Search Engine Optimization) to ensure that our application and web platform appear at the top of search queries related to our services.

 

We will participate in advertising conventions, workshops, presentations, and similar events to promote our application and services. We will also advertise our services in printed and electronic issues of magazines, commercial web communities, and communities of advertising professionals.

 

To further enhance our promotional activities, we will establish our social media pages on popular platforms such as Facebook, Twitter, and Instagram. We plan to demonstrate how our product works and performs on these platforms to increase customer engagement. We will also use WhatsApp accounts to post up-to-date information and create discussion channels with our customers and interested individuals. We believe that instant messaging platforms like WhatsApp, Telegram, and others will help us react and interact with our customers more efficiently.

 

Our company has designed our services to cater to small to midsize business entities, with the flexibility to adjust and accommodate their evolving needs as they grow.

 

We operate in a highly competitive industry, our strategy focuses on the following aspects:

 

  1. Our officers and directors have professional management and marketing experience and a vast network.
  2. Our customized approach aligns with the values, mission, and market needs of our clients.
  3. We continuously analyze contemporary social media trends without interruption.
  4. We utilize AI, data science, and data analysis to increase efficiency and productivity.

 

Despite the presence of numerous competitors in the market, our advantages include a focus on small and medium-sized businesses, as well as a willingness to work with larger companies. We prioritize customization and tailor our products and solutions to meet our clients' unique needs, while also providing maximum integration on their behalf.

 

Employees; Identification of Certain Significant Employees.

 

We have no employees other than our president,, who currently devotes approximately twenty hours per week to company matters.

 

Government Regulation

 

Our principal office is located in Cyprus and we are intending to operate in EU (European Union). We are might be subject of following EU governmental regulations:

 

GDPR governs the processing of personal data in the European Union (EU). Our Company must ensure that we comply with GDPR when collecting, storing, and processing personal data through their software products.

 

 

 

 14 

 

 

Consumer Protection Laws. This EU directive establishes rules for online and distance sales, including software. It covers issues such as the right of withdrawal, warranties, and dispute resolution.

 

Copyright Law: Software is subject to copyright protection in most European countries. Our Company must respect the intellectual property rights of others and enforce their own software copyrights.

 

Export Control Regulations: If our software includes encryption technology or has other export-controlled components, we may need to comply with EU and national export control regulations.

 

E-Commerce Directive: This directive addresses various legal aspects of e-commerce, including electronic contracts, electronic signatures, and liability of online service providers.

 

Antitrust and Competition Laws: Our Company must comply with EU and national competition laws, which can affect software pricing, distribution, and licensing practices.

 

VAT (Value Added Tax): VAT rules can vary from country to country within the EU, and they may apply to the sale of our software products.

 

Contract Law: Software sales often involve licensing agreements and contracts. Company should ensure that our contracts comply with applicable contract laws and are enforceable.

 

Network and Information Security Directive (NIS Directive): This directive imposes cybersecurity requirements on operators of essential services and digital service providers.

 

Sanctions and Embargoes: Depending on the nature of our software and its use cases, we may need to be aware of EU sanctions and embargoes that restrict the sale or export of certain software products to specific countries.

 

Offices

 

Our business office is located at Yiangou Potamiti 27, Limassol, Cyprus 3010. This address was provided by our president, Mr. Pavlovs. Our telephone number is +371 29591676.

 

 LEGAL PROCEEDINGS

 

During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 

 

 

 15 

 

 

RESULTS OF OPERATIONS

 

Results of Operations for the three months ended August 31, 2025 and 2024:

 

Revenue 

 

For the three months ended August 31, 2025 and 2024, the Company generated total revenue of $3,107 and $25,708, respectively, from providing services to its customers. Revenue decreased by approximately $22,601, or 87.9%, for the three months ended August 31, 2025, compared to the same period in 2024. The decrease was mainly due to a shift in the Company's revenue model. In the current period, revenue was recognized from an annual subscription service, which recognizes revenue ratably over the subscription term. In contrast, revenue for the same period in the prior year was derived from a one-time service, which was recognized fully at the time of sale. This change resulted in lower revenue recognition in the current period despite ongoing service delivery.

 

Cost of sales

 

Cost of sales for the three months ended August 31, 2025 and 2024 was $0.

 

Operating expenses

 

Total operating expenses for the three months ended August 31, 2025 were $14,848 ($15,411 for the three months ended August 31, 2024) consisting of amortization and depreciation expense of $6,257 ($338for the three months ended August 31, 2024); general and administrative expenses of $151 ($4,627 for the three months ended August 31, 2024); professional fees of $8,440 ($10,446 for the three months ended August 31, 2024). Operating expenses decreased by approximately $563, or 3.7%, for the three months ended August 31, 2025 as compared to the same period of 2024. The slight decrease in total operating expenses was primarily driven by lower general and administrative expenses and a reduction in professional fees, partially offset by an increase in amortization and depreciation expenses.

 

Other Expenses

 

The total other expenses for the three months ended August 31, 2025 and 2024 were $202 and $0, respectively. Other expenses included foreign exchange loss.

 

Net Income (Losses)

 

The company recorded a net loss of $11,943 for the three months ended August 31, 2025, and a net income of $10,297 for the three months ended August 31, 2024. As a result of the factors described above, net loss for the three months ended August 31, 2025 decreased by approximately $22,240, or 216%, as compared for the same period for 2024.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of August 31, 2025, the Company had $24,602 in cash and our liabilities were $75,335, comprising $40,540 in accounts payable, $30,514 in deferred income and $4,281 owed to Olegs Pavlovs, our president.

 

As of May 31, 2025, the Company had $10,606 in cash and our liabilities were $55,653, comprising $51,372 in accounts payable and $4,281 owed to Olegs Pavlovs, our president.

 

Since inception, we have sold 5,231,135 shares of common stock to our president and shareholders. On July 31, 2025, Olegs Pavlovs, president of the Company, decided to cancel 3,000,000 of his restricted shares.

 

 

 

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Cash Flows from Operating Activities

 

Net cash used in operating activities was $13,996 for the three months ended August 31, 2025, compared with $43,635 used in operating activities during the three months ended August 31, 2024.

 

During the three months ended August 31, 2025, the net cash of $13,996 used in operating activities was attributed to net loss of $11,943; decreased by amortization and depreciation expense of $6,257, accounts payable of $10,832; and increased by deferred income of $30,514.

 

During the three months ended August 31, 2024, the net cash of $43,635 used in operating activities was attributed to net income of $10,297; decreased by amortization and depreciation expense of $338 and software in development of $33,000.

 

Cash Flows from Investing Activities

 

For the three months ended August 31, 2025, net cash flows provided by or used in investing activities was $0.

 

For the three months ended August 31, 2024, net cash flows provided by or used in investing activities was $28,828, which was attributable to the capitalization of the development of intangible assets.

 

Cash Flows from Financing Activities

 

For the three months ended August 31, 2025, net cash flows provided by financing activities was $0.

 

For the three months ended August 31, 2024, net cash flows provided by financing activities was $14,512, which was attributable to the repayment of notes payable.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.

 

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

 

 

 

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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 become a “large accelerated filer”as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day 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.

 

As of the date of these financial statements, the current funds available to the Company should be sufficient to continue maintaining our reporting status for a minimum period of 12 months from the date of this statement or until we raise funds from this offering, whichever occurs earlier.

 

In case our short-term expenses exceed our expectations, the company’s president, Olegs Pavlovs, has indicated that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan until minimum required proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. We believe that we will obtain this loan from our president as he is the majority owner of the company and therefore has an incentive to finance us.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

  

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated sufficient revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

 

 

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An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 

ITEM 1A. RISK FACTORS

 

None

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

 

None

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended August 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

ITEM 6. EXHIBITS

 

The following exhibits are included as part of this report by reference:

 

31.1   Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2   Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1   Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2   Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 

 

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SIGNATURES

  

In accordance with the requirements of the Securities Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   
  LONDAX CORP.
     
Date: October 20, 2025 By:   /s/ Giorgi Loloshvili
    Name: Giorgi Loloshvili
    Title:

President, Treasurer and Secretary

(Principal Executive, Financial and Accounting Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

 

Signature   Title   Date

/s/ Giorgi Loloshvili

Giorgi Loloshvili

 

President, Treasurer and Secretary

(Principal Executive, Financial and Accounting Officer)

  October 20, 2025
         

/s/ Mariami Togonidze

Mariami Togonidze

  Director   October 20, 2025
         

/s/ Ani Vashakidze

Ani Vashakidze

  Director   October 20, 2025

 

  

 

 

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FAQ

What were Londax Corp. (LDXC) Q1 FY2026 revenues and earnings?

Revenue was $3,107 and net loss was $11,943 for the three months ended August 31, 2025.

Did Londax (LDXC) disclose a going concern issue?

Yes. Management noted substantial doubt about the company’s ability to continue as a going concern.

How many Londax (LDXC) shares are outstanding now?

There were 2,231,135 common shares outstanding as of October 20, 2025.

What caused the revenue drop at Londax (LDXC)?

Revenue recognition shifted from one-time services to annual subscriptions recognized over the term.

What were Londax (LDXC) cash and liabilities at quarter-end?

Cash was $24,602; current liabilities were $75,335, including $30,514 of deferred income.

Did Londax (LDXC) make capital structure changes?

Yes. On July 31, 2025, the president canceled 3,000,000 restricted shares without compensation.

Were there leadership changes at Londax (LDXC)?

Yes. On October 14, 2025, a director resigned; a new director and an interim CEO/CFO were appointed.
Londax Corp

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