UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED JANUARY 31st, 2014
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 333-183797

 

GILAX, CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

(State of Incorporation)

 

68-0682040 (IRS Employer Identification Number)

1044 (Primary Standard Industrial Classification Code Number)

 

6955 N Durango Drive Suite 1115-240

Las Vegas, NV 89149

(702) 843-0442

____________________________

 (Address and telephone number of principal executive offices)

 

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o

 

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 3,230,000 as of March 24, 2014.

 

 

TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Balance Sheets	1
	Statements of Operations	2
	Statements of Cash Flows	3
	Notes to Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Submission of Matters to a Vote of   Security Holders	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	Signatures	10

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL INFORMATION

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

 

		January 31, 2014				April 30, 2013
ASSETS
Current Assets
Cash and cash equivalents		$	276			$	282
Prepaid expenses			–				6,000
Total current assets			276				6,282
Total assets		$	276			$	6,282
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		$	775			$	200
Advances from Stockholder			77,314				–
Advances			17,874				10,774
Total current liabilities			95,963				10,974
Total liabilities			95,963				10,974
Stockholders’ Deficit
Common stock, $0.001 par value, 75,000,000 shares authorized; 3,230,000 shares issued and outstanding as of January 31, 2014 and April 30, 2013			3,230				3,230
Additional paid-in-capital			21,170				21,170
Deficit accumulated during the development stage			(120,087	)			(29,092	)
Total stockholders’ deficit			(95,687	)			(4,692	)
Total liabilities and stockholders’ deficit		$	276			$	6,282

 

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

 

 
GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three months ended January 31, 2014				Three months ended January 31, 2013				Nine months ended January 31, 2014				Nine months ended January 31, 2013				For the period from inception (May 17, 2011) to January 31, 2014
Revenues		$	–			$	–			$	–			$	–			$	–
Expenses
General and administrative expenses			79,314				2,570				90,995				10,455				120,087
Net loss from operations			(79,314	)			(2,570	)			(90,995	)			(10,455	)			(120,087	)
Net loss		$	(79,314	)		$	(2,570	)		$	(90,995	)		$	(10,455	)		$	(120,087	)
Loss per common share – Basic and Diluted		$	(0.02	)		$	(0.00	)		$	(0.03	)		$	(0.00	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted			3,230,000				2,925,055				3,230,000				2,642,319

 

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

 

 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Nine months ended January 31, 2014				Nine months ended January 31, 2013				For the period from inception (May 17, 2011) to January 31, 2014
Operating Activities
Net loss		$	(90,995	)		$	(10,455	)		$	(120,087	)
Decrease (Increase) in Operating Assets:
Prepaid Expenses			6,000				–				–
Increase (Decrease) in Operating Liabilities:
Accounts Payable			575				–				775
Net cash used in operating activities			(84,420	)			(10,455	)			(119,312	)
Financing Activities
Proceeds from sale of common stock			–				21,900				24,400
Proceeds from stockholder advances			77,314				–				77,314
Proceeds from advances			7,100				5,200				17,874
Net cash provided by financing activities			84,414				27,100				119,588
Net change in cash and equivalents			(6	)			16,645				276
Cash and equivalents at beginning of the period			282				2,732				–
Cash and equivalents at end of the period		$	276			$	19,377			$	276
Supplemental cash flow information:
Cash paid for:
Interest		$	–			$	–			$	–
Taxes		$	–			$	–			$	–

 

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

 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

January 31^st, 2014

(Unaudited)

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended January 31^st, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending April 30th, 2014.

 

Organization and Description of Business.

 

GILAX, CORP. (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2011 and intended to commence operations in the distribution of railway ties in North America. On October 25^th, 2013 Seidenschnur Verwaltungs AG purchased 2,500,000 shares of restricted stock of Gilax Corp., representing 77% of the shares in the Company from Aleksandr Gilev, its Director, for $150,000.00 in cash. On October 25th, Aleksandr Gilev resigned his official position as Director of the Corporation. New Directors of the Corporation, changed business direction into acquiring various mineral properties that have the potential to yield high returns. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”  Since inception through January 31^st, 2014 the Company has not generated any revenue and has accumulated losses of $120,087.

 

Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since inception resulting in an accumulated deficit of $120,087 as of January 31, 2014 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.  

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.  

 

Reclassifications

 

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2014.

 

NOTE 2 – COMMON STOCK

 

The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. On February 21, 2012, the Company issued 2,500,000 shares of its common stock at $0.001 per share for total proceeds of $2,500. For the year ended April 30, 2013, the Company issued 730,000 shares of common stock at a price of $0.03 per share for total cash proceeds of $21,900. As of January 31, 2014, the Company has outstanding 3,230,000 shares of its common stock.

 

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

For the period from November 13, 2013 to January 31, 2014, a stockholder advanced the Company $77,314.  The advances are non-interest bearing, due upon demand and unsecured.

 

NOTE 4 – ADVANCES

 

For the period from inception on May 17, 2011 to January 31, 2014, a former stockholder and director advanced the Company $17,874.  The advances are non-interest bearing, due upon demand and unsecured.

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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.

 

INTRODUCTION

 

Gilax, Corp. was incorporated in the State of Nevada on May 17, 2011 and established a fiscal year end of April 30. The Company intended to commence operations in the distribution of railway ties in North America. On October 25^th, 2013 new Directors of the Corporation, changed business direction into acquiring various mineral properties that have the potential to yield high returns.

 

RESULTS OF OPERATION

 

We are a development stage company and have not generated any revenue to date. 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.

 

THREE MONTH PERIOD ENDING JANUARY 31, 2014 COMPARED TO THREE MONTH PERIOD ENDED JANUARY 31, 2013

 

Our net loss for the three-month period ended January 31, 2014 was $79,314 compared to a net loss of $2,570 during the three-month period ended January 31, 2013. During the three-month periods ending January 31, 2014 and 2013, we did not generate any revenue.

 

During the three month period ended January 31, 2014, we incurred general and administrative expenses of $79,314 compared to $2,570 incurred during the three-month period ended January 31, 2013.  General and administrative expenses incurred during the three month period ended January 31, 2014 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

 

NINE MONTH PERIOD ENDED JANUARY 31, 2014 COMPARED TO NINE MONTH PERIOD ENDED JANUARY 31, 2013

 

Our net loss for the nine-month period ended January 31, 2014 was $90,995 compared to a net loss of $10,455 during the nine-month period ended January 31, 2013. During the nine-month periods ending January 31, 2014 and 2013, we did not generate any revenue.

 

During the nine month period ended January 31, 2014, we incurred general and administrative expenses of $90,995 compared to $10,455 incurred during the nine-month period ended January 31, 2013.  General and administrative expenses incurred during the nine month period ended January 31, 2014 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

 

LIQUIDITY AND CAPITAL RESOURCES

 

NINE MONTH PERIOD ENDED JANUARY 31, 2014  

 

As of January 31, 2014, our current assets were $276 compared to $6,282 in current assets at April 30, 2013. Current assets were comprised of $276 in cash. As of January 31, 2014, our current liabilities were $95,963. Current liabilities were comprised of $95,188 in advances from a stockholder and a former stockholder and director and $775 in accounts payable.

 

Stockholders’ deficit increased from $4,692 as of April 30, 2013 to $95,687 as of January 31, 2014.   

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. For the nine month period ended January 31, 2014, net cash flows used in operating activities was $84,420 consisting of a net loss of $90,995 decrease in prepaid expenses of $6,000 and increase in accounts payable of $575. Net cash flows used in operating activities was $119,312 for the period from inception (May 17, 2011) to January 31, 2014.

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

We have financed our operations primarily from either advances from a stockholder and a former stockholder and director or the issuance of equity instruments. For the nine month period ended January 31, 2014, cash flow provided by financing activities was $84,414 received from advances from stockholder and a former stockholder and director.  For the period from inception (May 17, 2011) to January 31, 2014, net cash provided by financing activities was $119,588 from proceeds from sale of common stock and advances from a stockholder and a former stockholder and director.

 

PLAN OF OPERATION AND FUNDING

 

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding of $10,000-$15,000 in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.

 

MATERIAL COMMITMENTS

 

As of January 31, 2014, the Company had entered into a non-binding Letter of Intent to purchase various mining properties in Mexico. This LOI has now been extended to March 31^st, 2014, as the Company’s due diligence continues.

 

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 Quarterly Report, we do not have any 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 that are material to investors.

 

 

GOING CONCERN

 

The independent auditors' audit report accompanying our April 30, 2013 audited financial statements contained 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

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.

 

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 January 31, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended January 31^st, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

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

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

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

 

No report required.

 

ITEM 5. OTHER INFORMATION

 

On October 25^th, 2013, Seidenschnur Verwaltungs AG purchased 2,500,000 shares of restricted stock of Gilax Corp., representing 77% of the shares in the Company from Aleksandr Gilev, its Director, for $150,000.00 in cash.

  

On October 25th, 2013, Aleksandr Gilev resigned his official position as Director of the Corporation. On the same day, the stockholders of the Corporation voted Garth Jensen, Ricardo Leon Vera and Maria Tzetzangari Ibarra Junquera as the new Directors of the Corporation, leading its changed business direction into acquiring various mineral properties that have the potential to yield high return.

 

ITEM 6. EXHIBITS

 

Exhibits:

 

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.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

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.

 

	GILAX, CORP.
Dated: March 24th,  2014	By: /s/ Maria Tzetzangari Ibarra Junquera Maria Tzetzangari Ibarra Junquera, Director, CEO