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EX-31.1 - CERTIFICATION - Imperial Plantation Corpgilax_10k-ex3101.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended April 30, 2014

 

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

 

For the transition period from ___________ to ___________

 

Commission file number 333-183797

 

GILAX, CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

   

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)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  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. Yes [  ] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]

 

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

 

As of July 29, 2014, the registrant had 3,230,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of July 29, 2014.

 

 
 

 

TABLE OF CONTENTS

 

     
PART I
ITEM 1 Description of Business 3
ITEM 1A Risk Factors 3
ITEM 2 Description of Property 3
ITEM 3 Legal Proceedings 3
ITEM 4 Mine Safety Disclosures 3
PART II
ITEM 5 Market for Common Equity and Related Stockholder Matters 4
ITEM 6 Selected Financial Data 4
ITEM 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 4
ITEM 7A Quantitative and Qualitative Disclosures about Market Risk 6
ITEM 8 Financial Statements and Supplementary Data 7
ITEM 9 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 8
ITEM 9A Controls and Procedures 8
PART III
ITEM 10 Directors, Executive Officers, Promoters and Control Persons of the Company 9
ITEM 11 Executive Compensation 10
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11
ITEM 13 Certain Relationships and Related Transactions 11
ITEM 14 Principal Accountant Fees and Services 11
PART IV
ITEM 15 Exhibits 12

 

2
 

 

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

 

Gilax, Corp. was incorporated in the State of Nevada on May 17, 2011 and established a fiscal year end of April 30.

 

Our business is the distribution of railway ties, both new and reclaimed, in North America. To date, our business operations have been limited to primarily, the development of a business plan, discussing the supply of railway ties with potential customers, and the signing of a Sales and Marketing Distribution Agreement with DalLes Ltd. DalLes Ltd. is an established distributor of railway ties and is based in Russia.

 

Our services will include:

 

·To find reliable Russian railway ties manufacturers and suppliers;

 

·To contact such manufacturers and suppliers to make sure that products offered are high-quality and priced reasonably;

 

·To negotiate shipping and insurance discounts as well as volume discounts for high volume orders (Russian language barrier, time difference and finally time and effort involved should be taken into consideration); and

 

·To contact suppliers to rectify the problems in case low-quality, damaged or misrepresented product was supplied.

 

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 are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

 

Item 4. Mine Safety Disclosures

 

None.

 

3
 

 
PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters

 

Market Information

 

There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “GLXC”. 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.

 

Number of Holders

 

As of July 29, 2014, the 3,230,000 issued and outstanding shares of common stock were held by a total of 25 shareholders of record.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2014. 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.

 

4
 

 

RESULTS OF OPERATIONS

 

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 APRIL 30, 2014 COMPARED TO FISCAL YEAR ENDED APRIL 30, 2013.

 

Our net loss for the fiscal year ended April 30, 2014 was $108,101 compared to a net loss of $28,750 for the fiscal year ended April 30, 2013. During fiscal year ended April 30, 2014, the Company did not generate any revenue.

 

During the fiscal year ended April 30, 2014, we incurred general and administrative expenses of $108,101 compared to $28,750 in general and administrative expenses incurred during the fiscal year ending April 30, 2013.

 

Expenses incurred during fiscal year ended April 30, 2014 compared to the fiscal year ended April 30, 2013 increased primarily due to the increased scale and scope of business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

 

The weighted average number of shares outstanding was 3,230,000 for the fiscal year ended April 30, 2014 compared to 2,785,616 for the fiscal year ended April 30, 2013.

 

LIQUIDITY AND CAPITAL RESOURCES

 

FISCAL YEAR ENDED APRIL 30, 2014

 

As of April 30, 2014, our current assets were $276 and our total liabilities were $113,069. As of April 30, 2014, current assets were entirely of $276 in cash. As of April 30, 2014, total liabilities were comprised of $17,871 from an advance from a former director, $81,840 in a loan from a shareholder, $2,000 in accounts payable related party, and $11,358 in accounts payable. Stockholders’ deficit was $112,793 as of April 30, 2014.  

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the fiscal year ended April 30, 2014, net cash flows used in operating activities was $88,943 consisting of a net loss of $108,101, decrease in prepaid expenses of $6,000, increase in accounts payable related party of $2,000, and accounts increase in accounts payable of $11,158. Net cash flows used in operating activities was $123,835 for the period from inception to ended April 30, 2014.

 

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 April 30, 2014 net cash provided by financing activities was $88,937, received from proceeds from shareholder loan and proceeds from advances from a former director.  For the year ended April 30, 2013, net cash provided by financing activities was $32,100 received from proceeds from issuance of common stock and proceeds from related party.

 

5
 

 

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 inventory; (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 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' report accompanying our April 30, 2014 and April 30, 2013 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.

 

6
 

 

Item 8. Financial Statements and Supplementary Data

 

GILAX, CORP.

 

TABLE OF CONTENTS

 

   
Report of Independent Registered Public Accounting Firm F-1
   

Balance Sheets as of April 30, 2014 and April 30, 2013

F-2
   

Statements of Operations for the years ended April 30, 2014 and 2013 and for the period from inception (May 17, 2011) to April 30, 2014

F-3
   

Statement of Stockholders’ Equity (Deficit) for the period from inception (May 17, 2011) to April 30, 2014

F-4
   

Statements of Cash Flows for the years ended April 30, 2014 and 2013 and for the period from inception (May 17, 2011) to April 30, 2014

F-5
   

Notes to the Financial Statements

F-6 – F-8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7
 

 

LBB & ASSOCIATES LTD., LLP

10260 Westheimer Road, Suite 310

Houston, TX 77042

Phone: (713) 800-4343 Fax: (713) 456-2408

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of

Gilax, Corp

(A Development Stage Company)

Las Vegas, Nevada

 

We have audited the accompanying balance sheets of Gilax, Corp (the “Company”) as of April 30, 2014 and 2013, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years then ended and for the period from May 17, 2011 (inception) through April 30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gilax, Corp as of April 30, 2014 and 2013, and the results of its operations and its cash flows for each of the years then ended and for the period from May 17, 2011 (inception) through April 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2015 raise substantial doubt about its ability to continue as a going concern. The 2014 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ LBB & Associates Ltd., LLP

LBB & Associates Ltd., LLP

 

Houston, Texas

July 29, 2014

 

F-1
 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

   APRIL 30, 2014   APRIL 30, 2013 
ASSETS          
Current Assets          
Cash  $276   $282 
Prepaid expenses       6,000 
Total current assets   276    6,282 
Total assets   $276   $6,282 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities          
Accounts payable  $11,358   $200 
Accounts payable – related party   2,000     
Loan from shareholder   81,840     
Advances   17,871    10,774 
Total current liabilities   113,069    10,974 
Total liabilities   113,069    10,974 
 
 
Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 75,000,000 shares authorized; 3,230,000 shares issued and outstanding as of April 30, 2014 and 2013   3,230    3,230 
Additional paid-in-capital   21,170    21,170 
Deficit accumulated during the development stage   (137,193)   (29,092)
Total stockholders’ equity (deficit)   (112,793)   (4,692)
Total liabilities and stockholders’ equity (deficit)  $276   $6,282 

 

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

 

F-2
 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

 

  

Year ended

April 30, 2014

  

Year ended

April 30, 2013

  

For the period from inception

(May 17, 2011) to

April 30, 2014

 
Revenues  $    $   $ 
Expenses         
General and administrative expenses   108,101    28,750    137,193 
Net loss from operations   (108,101)   (28,750)   (137,193)
Net loss  $(108,101)  $(28,750)  $(137,193)
Loss per common share – Basic and Diluted  $(0.03)  $(0.01)     
Weighted Average Number of Common Shares Outstanding-Basic and Diluted   3,230,000    2,785,616      
                

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

 

F-3
 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the period from inception (MAY 17, 2011) to APRIL 30, 2014

 

   Number of
Common
Shares
  

 

Amount

   Additional
Paid-in-
Capital
   Deficit
accumulated
during  development stage
  

 

 

Total

 
Balance at inception      $   $   $   $ 
Common shares issued for cash at $0.001   2,500,000    2,500            2,500 
Net loss               (342)   (342)
Balance as of April 30, 2012   2,500,000    2,500        (342)   2,158 
Common shares issued for cash  at $0.03   730,000    730    21,170        21,900 
Net loss               (28,750)   (28,750)
Balance as of April 30, 2013   3,230,000    3,230    21,170    (29,092)   (4,692)
Net loss               (108,101)   (108,101)
Balance as of April 30, 2014   3,230,000   $3,230   $21,170   $(137,193)  $(112,793)

 

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

 

F-4
 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

 

   Year ended
April 30, 2014
   Year ended
April 30, 2013
   For the period from inception
(May 17, 2011) to
April 30, 2014
 
Operating Activities               
Net loss  $(108,101)  $(28,750)  $(137,193)
Decrease (Increase) in Operating Assets:               
Prepaid Expenses   6,000    (6,000)    
Increase (Decrease) in Operating Liabilities:               
Accounts Payable   11,158    200    11,358 
Accounts Payable – related party   2,000        2,000 
Net cash used in operating activities   (88,943)   (34,550)   (123,835)
                

Financing Activities

               
Proceeds from sale of common stock       21,900    24,400 
Proceeds from shareholder loan   81,840        81,840 
Proceeds from advances   7,097    10,200    17,871 
Net cash provided by financing activities   88,937    32,100    124,111 
                
Net change in cash and equivalents   (6)   (2,450)   276 
Cash and equivalents at beginning of the period   282    2,732     
Cash and equivalents at end of the period  $276   $282   $276 
                
Supplemental cash flow information:               
Cash paid for:               
Interest  $   $   $ 
Taxes  $   $   $ 

 

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

 

F-5
 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2014

 

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

 

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, 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 25, 2013 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 April 30, 2014 the Company has not generated any revenue and has accumulated losses of $137,193.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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.

 

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 $137,193 as of April 30, 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 advances and loans from directors and/or private placement of common stock.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the period have been made, and all adjustments are of a normal recurring nature.

Basic Loss per Share

 

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

 

Financial Instruments

 

The Company's financial instruments consist of cash, accounts payable, advances and loan from shareholder. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted.

 

Recent accounting pronouncements

We have reviewed all the recent and not yet effective accounting pronouncements issued through the date of these financial statements, and we do not believe any of these pronouncements will have a material impact on the Company.

 

F-6
 

 

NOTE 3 – 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 April 30, 2014 the Company had 3,230,000 shares of its common stock outstanding.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

For the period from inception on May 17, 2011 to April 30, 2014, a former shareholder advanced the Company $17,871. As of April 30, 2014, the total amount was $17,871. The advance is non-interest bearing, due upon demand and unsecured.

During the year ended April 30, 2014 a shareholder loaned the company $81,840. The loan bears interest at 3% annum, due on September 15, 2014, and unsecured. At the holder’s option the holder may convert all or part of the outstanding principal balance and accrued interest into common stock of the Company at a conversion price equal to $0.003 per share at any time.

 

In addition, in the event of a merger or acquisition and there remains an outstanding balance on the principal and accrued interest, the holder is entitled to an additional maximum of 20,460,000 common shares.

 

NOTE 5 – INCOME TAXES

 

As of April 30, 2014 the Company had net operating loss carry forwards of approximately $137,000 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

F-7
 

 

Components of net deferred tax assets, including a valuation allowance, are as follows at April 30, 2013 and 2014.

 

   2014   2013 
Deferred tax assets:          
Net operating loss carry forward  $47,000   $9,900 
Total deferred tax assets   47,000    9,900 
Less: valuation allowance   (47,000)   (9,900)
Net deferred tax assets  $   $ 

 

The valuation allowance for deferred tax assets as of April 30, 2014 was approximately $137,000. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of April 30, 2013.

 

Reconciliation between the statutory rate and the effective tax rate is as follows at April 30, 2013 and 2014:

 

   2014   2013 
Federal statutory tax rate   (34.0)%   (34.0)%
Change in valuation allowance   34.0%   34.0%
Effective tax rate   %   %

 

NOTE 6 – SUBSEQUENT EVENTS

 

Subsequent to year end the Company received shareholder advances of $4,997. The advances are non-interest bearing, due on demand, and unsecured.

 

F-8
 

 

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

 

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 April 30, 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 fiscal year ended April 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

8
 

 

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
Maria Tzetzangari Ibarra Junquera,   46   President, CEO & Director
         

Maria Tzetzangari Ibarra Junquera, has acted as our President & CEO and Director since October 25, 2013. She graduated with a Degree in Journalism and Communication Sciences, from Universidad Nacional Autonoma de Mexico (UNAM), Mexico City, Mexico. Her professional experience includes being General Manager, Invest Manzanillo, Buffette de Inversiones, Agent, Notaria Publica No. 4 and General Manager, T- ANNA, S.A. DE C.V. (Korean owned) all located in Mexico.

 

During the past ten years, Maria Tzetzangari Ibarra Junquera, has not been the subject to any of the following events:

 

1. Any bankruptcy petition filed by or against any business of which Maria Tzetzangari Ibarra Junquera, 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 Maria Tzetzangari Ibarra Junquera, 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.

 

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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.

 

Item 11. Executive Compensation

 

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on May 17, 2011 to April 30, 2014.

 

SUMMARY COMPENSATION TABLE

 

Summary Compensation Table

                   

Name and

Principal

Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

All Other

Compensation

($)

All Other

Compensation

($)

Total

($)

Maria Tzetzangari Ibarra Junquera President, CEO & Director

2013

 

2014

 

-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 April 30, 2014, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.

 

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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 July 29, 2014 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.

 

Title of Class  

Name and Address of

Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

  Percentage  
               
Common Stock   N/A   shares of common stock (direct)   N/A   %
All officers and directors (1 person)   N/A   shares of common stock   N/A   %

 

The percent of class is based on 3,230,000 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 April 30, 2014, 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 April 30, 2014, we incurred approximately $9,600 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements and for the quarterly reviews of our financial statements.

 

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Item 15. Exhibits

 

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

 

Exhibits:

 

31.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
99.1 Temporary Hardship Exemption
101.INSXBRL Instance Document*
101.SCHXBRL Schema Document*
101.CALXBRL Calculation Linkbase Document*
101.DEFXBRL Definition Linkbase Document*
101.LABXBRL Label Linkbase Document*
101.PREXBRL Presentation Linkbase Document*

_______________________

* To be furnished by amendment per Temporary Hardship Exemption under Regulation S-T.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

   
  GILAX, CORP.
   
Dated: July 29, 2014 By: /s/ Maria Tzetzangari Ibarra Junquera
         Maria Tzetzangari Ibarra Junquera, Director, CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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