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EX-32.1 - EXHIBIT 32.1 - PROTO SCRIPT PHARMACEUTICAL CORPexhibit-32_1.htm
EX-31.1 - EXHIBIT 31.1 - PROTO SCRIPT PHARMACEUTICAL CORPexhibit-31_1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended May 31, 2015

 

 [ ] 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 333-175146

  

YANEX GROUP, INC.

(Exact name of registrant as specified in its charter)

 

     
NEVADA   99-0363803
(State or Other Jurisdiction of Incorporation of Organization)   (I.R.S. Employer Identification No.)

 

18881 Von Karman Ave. Suite 1440

Irvine, California 92618

(Address of principal executive offices)

 

(707) 714-1088

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

 

Indicate by check mark if 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 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 [ x ]     No [ ]

 

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

 

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

 

Large accelerated filer [ ]          Accelerated file [ ]          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 ]

 

Aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of the registrant as of November 30, 2014: $1,433,500

 

As of May 18, 2016 the registrant’s outstanding stock consisted of 3,048,000 common shares.

 

 

 

 

YANEX GROUP, INC.

 

 

TABLE OF CONTENTS

 

 

PART I

 

Item 1 Description of Business

Item 1A Risk Factors

Item 1B Unresolved Staff Comments

Item 2 Properties

Item 3 Legal Proceedings

Item 4 Mine Safety Disclosures

 

PART II

 

Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item 8 Financial Statements and Supplementary Data

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

Item 9A Controls and Procedures

Item 9B Other Information

 

PART III

 

Item 10 Directors, Executive Officers and Corporate Governance

Item 11 Executive Compensation

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

Item 13 Certain Relationships and Related Transactions and Director Independence

Item 14 Principal Accountant Fees and Services

 

PART I V

 

Item 15 Exhibits, Financial Statement Schedules

 

 1 

 

 

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.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

 

As used in this annual report, the terms "we", "us", "our", “the Company”, and "Yanex" mean Yanex Group, Inc., unless otherwise indicated.

 

All dollar amounts refer to US dollars unless otherwise indicated.

 

Overview

 

We were founded in the State of Nevada on November 18, 2010.  We just recently started our operations.  We plan to work in the field of concept architectural, interior design projects and related areas in Germany initially and further spread the business in Europe and other countries.  We are a development stage company.  Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.  Our common stock trades on the OTC Bulletin Board under the symbol “YNXG.OB”.

 

We do not have any subsidiaries.  Our principal office is located at 18881 Von Karman Ave. Suite 1440, Irvine, California 92618.  Our telephone number is (707) 714-1088.  Our fiscal year end is May 31.

 

We have incurred losses since our inception.  We rely upon the sale of our securities to fund our operations.  We have not generated any revenues from November 18, 2010 (date of inception) to May 31, 2015.

 

We are not involved in any bankruptcy, receivership or similar proceedings.

 

 

 2 

 

Our service

 

We plan to commence operations in architectural field and to be responsible for the concept architectural vision of future private and public buildings as well as municipal organized public areas.  Also, we intend to work with interior design view, visualization and renderings.  We anticipate that our potential clients or client agencies will execute contracts with us regarding our services in architectural field.  We are going to work with wide range of clients from usual family which wants to upgrade or renovate their home to city municipalities with appropriate project scale demand.

 

We will create the new design view of the project and also offer an alternative choice of design view for our customers.  Then, after finishing concept of project we will develop the architectural sketches and further the blue-print documentation which are going to include fully developed layouts, crossings and detailed information about every space of designed area.  For every project we will create 3D-models of the design object in all steps from the concept to project-off.  Modeling, rendering and final visual presentation will be included in our service.  In addition, we will provide consulting to our clients during full period of construction, materials and furniture choice and supply.  We will also manage the working relationship and communication between our clients and builders.

 

We will offer the following benefits for our potential clients:

 

- High quality and fresh design view
- Complex design project from concept to author’s supervision
- Included finish –material and furniture choosing
- Good ability to work under stiff time-frame condition

 

Applications

 

We intend to provide several basic types of work.

 

Architectural projects.

 

In Germany as well as in other developed countries more and more people tend to live in single family houses in suburbs.  They don’t want to live in overloaded cities anymore where they cannot get an access to sustainable transport mobility and appropriate organized public space and green areas.  World tends of modern cities are decreasing population density in core city areas and redeveloping of suburb areas with their own commercial and small business centers (“urban sprawl”).  Particularly the trend of urban sprawl in modern cities was spotted in the “World Congress Cities for mobility” in Stuttgart ( http://www.cities-for-mobility.net/index.php?option=com_content&view=frontpage&Itemid=163) and other institutes from all over the world.  Therefore we want to concentrate on concept architectural projects of new private and renovate building projects with further sketches and blue-prints documentation development.  Also we plan to be involved in projects of public buildings and arenas.

 

Interior design projects.

 

Nowadays, just designing the new houses for the particular areas is not enough.  That is why, as well as private houses creating we will offer complex projects of interior design of most important living spaces inside the building.  By our philosophy, it is very important to suggest our clients the professional vision of living areas where they will spend their daily live.  That project usually includes blue-prints, detailed sketches, 3D-visualization, rendering, finish material and furniture choose and construction process supervising.

 

Landscape design projects.

 

As well as working with private clients we will also work with more general but in the same time more complicated projects.  Those are concept landscape projects of public municipal areas, organized green spaces in the cities and municipal areas.

 

 3 

 

Competitions

 

It is important to say that we intend to participate in local and international architectural and interior design competition in order to take part in significant projects and spread the business to other part of Germany and other countries.

 

3D modeling and video presentations

 

We understand that it is not enough to provide just hand-drawings and written explanations of the architectural and design ideas of our vision.  Therefore in all steps of our projects we will provide fully detailed 3D-renderings of the building and designed areas.  Also for some of them we intend to make high quality video-presentations of most important areas and zones.  Obviously, those tools will help to find better-understandings between us and client in both sides and find better design solution.

 

Revenue Sources

 

Price of design project will depend on project scale, estimating approximately at 10% of building cost.  The price of designing work will be calculated individually.

 

Market analysis

 

Our initial potential market consist Baden-Wurttemberg federal state in the south of Germany.  There are 22 cities with more than 50,000 citizens in every one and more than 10,000,000 in overall.  The city of Stuttgart is the main city of federal state with sizeable potential for architectural design industry being one of the economically strongest areas in entire Europe.

 

Competition

 

Winning customers will be critical to our ability to grow our business.  We are an un-established company, have a weak competitive position in the industry and have not yet earned any revenues.  We have an operational loss of $153,218 from November 18, 2010 (date of inception) to May 31, 2015.  We need capital to carry out our current business plan.  We also anticipate that we will require additional financing in order to execute our business plan.  We may not have sufficient financing to sustain our current operations.  Many of the companies with whom we compete have greater financial and technical resources than those available to us.  It is uncertain whether services we offer will achieve and sustain high levels of demand and market acceptance.

 

 

The market competition of Baden-Wurttemberg federal state can be evaluated as a high.  There are several large well-established international architectural companies which provide similar service for large scale projects.  That is why we plan to concentrate in small and middle-scale sized projects.  Our competitors include all architectural and interior design companies offering service in both commercial and residential design throughout Germany/Europe.  In order to be more or less successful in the existing stiff condition we will provide a new vision of modern single family houses which are characterized by using brand-new materials, environment friendly technologies and out of the ordinary appearance.  Also we plan to create some typed projects with standard type of plan layouts and number of spaces and which can be constructed in different areas with different surroundings and which can cost much less.  Finally we will make competitive price for our work in order to get more clients.

 4 

 

 

Marketing Our Product

 

We plan to market our services in Germany.  Initially, our services will be promoted by our President.  He will discuss our services with his friends and business associates.  The marketing and advertising will be targeted to small businesses, builders, advertising agencies, home renovators, home owners and various sectors which have need of architectural and interior design in Germany.  Our methods of communication will include: phone calls, email, and regular mail.  We will ask our satisfied clients for referrals.  We will also promote our product through word of mouth and use internet promotion tools on Facebook and Twitter to advertise our company.

 

We will market and advertise our services on our web site.  We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (meta tags) and utilizing link and banner exchange options. We intend to promote our website by displaying it on our promotion materials.

 

We also plan to attend business shows in our industry to showcase our services with a view to find new customers.

 

We plan to expand our services to other countries in the future only when or if we have the available resources and growth to warrant it.  Currently this option is questionable.

 

Subsidiaries

 

As of May 18, 2016 we do not have any subsidiaries.

 

Intellectual Property

 

We have not filed for any protection of our trademarks for our corporate name.  

 

Research and Development Expenditures

 

We have not spent any amounts on research and development activities since our inception.  Our planned expenditures for our operation and exploration programs are summarized under the section of this Annual Report entitled “Management Discussion and Analysis of Financial Condition and Results of Operations.”

 

Government Regulations

 

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our industry in any jurisdiction which we would conduct activities.

 

US Regulations

 

Our operations are or will be subject to various types of regulation at the federal, state and local levels.

 

Employees and Consultants

 

As of May 31, 2015, we did not have any full time or part time employees.  Our Chief Executive Officer works as a part time consultant in the areas of business development and management, contributing approximately 25% of his time to us.  We currently engage independent contractors in the areas of accounting, legal, auditing services and corporate development.

 

 5 

 

Item 1A.  Risk Factors

 

Not required.

 

Item 1B.  Unresolved Staff Comments

 

None.

 

Item 2.  Properties

 

We have an executive office located at 18881 Von Karman Ave. Suite 1440, Irvine, California 92618.

 

Item 3.  Legal Proceedings

 

We know of no material pending or active legal proceedings to which we are a party or concerning any of our properties.  We are not aware of any legal proceedings contemplated by any governmental authority against us.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

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 “YNXG.OB”.  Our common stock became eligible for trading on November 25, 2011.  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.

 

The following table shows the high and low closing prices of our common shares on the OTC Bulletin Board.  The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

 

       
Period  High ($)  Low ($)
 Three months ended August 31, 2013    3.05    3.05 
 Three months ended November 30, 2013    3.05    3.05 
 Three months ended February 29, 2014    3.05    3.05 
 Three months ended May 31, 2014    3.05    3.05 
 Three months ended August 31, 2014    3.05    3.05 
 Three months ended November 30, 2014    3.05    3.05 
 Three months ended February 28, 2015    3.05    3.05 
 Three months ended May 31, 2015    3.05    3.05 

 

 6 

 

 

Holders

 

As of May 18, 2016, there were approximately 13 holders of record of our common stock.

 

Dividends

 

We did not issue any stock dividends during our fiscal year ended May 31, 2015.

 

Equity Compensation Plans

 

We have not implemented any equity compensation plans.

 

Recent Sales of Unregistered Securities

 

We did not make any sales of unregistered securities which were not previously reported in our quarterly filings for fiscal 2015.

 

Use of Proceeds from Sale of Registered Securities

 

None during the fiscal year ended May 31, 2015.

 

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

Safe Harbor

 

This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

 

Overview

 

We plan to work in the field of concept architectural, interior design projects and related areas in Germany initially and further spread the business in Europe and other countries.  We are a start-up stage corporation with limited operations and we have not yet generated any revenues from our business operations.  Our auditors have issued us with a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to fund our operations.  Our only source of cash at this time is investments by others in our company.  We must raise cash to implement our plan of operation.

 

RESULTS OF OPERATIONS

 

Working Capital

 

   May 31,  May 31,
   2015  2014
Current Assets  $1,019   $13,540 
Current Liabilities  $44,938   $12,279 
Working Capital (Deficit)  $(43,919)  $1,261 

 

 

 7 

 

Cash Flows

 

   Year ended May 31, 2015  Year ended May 31, 2014
       
Cash Flows (used in) Operating Activities  $(45,421)  $(33,504)
Cash Flows (used in) Investing Activities  $—     $—   
Cash Flows provided by Financing Activities  $—     $—   
Net Increase (decrease) in Cash During Period  $(12,521)  $(32,504)



Operating Revenues

 

During the years ended May 31, 2015 and 2014, we did not earn any revenues from operations.  

 

Operating Expenses and Net Loss

 

During the year ended May 31, 2015, we incurred operating expenses of $45,180 compared with operating expenses of $38,259 during the year ended May 31, 2014.  

 

For the year ended May 31, 2015, we incurred a net loss of $45,180 compared with a net loss of $38,259 for the year ended May 31, 2014.

 

Liquidity and Capital Resources

 

As at May 31, 2015, we had a cash balance of $1,019 and total assets of $1,019 compared with $13,540 of cash and total assets of $13,540 as at May 31, 2014.  The decrease in cash was due to funds being used for operations.

 

As at May 31, 2015, we had total liabilities of $44,938 compared with total liabilities of $12,279 at May 31, 2014.  The increase in total liabilities was attributed to increased accounts payable.

 

As at May 31, 2015, we had a working capital deficit of $43,919 compared with a working capital surplus of $1,261 as at May 31, 2014.  The decrease in working capital surplus was due to the use of cash for operating activity that was not replaced by any new financing activity during the year.  

 

Cash flow from Operating Activities

 

During the year ended May 31, 2015, we used cash of $45,421 for operating activities as compared to use of $33,504 during the year ended May 31, 2014.  The increase in cash used for operating activities during the year was due to payment of outstanding day-to-day obligations incurred during the year.          

 

Cashflow from Investing Activities

 

During the year ended May 31, 2015 we used net cash of $nil in investing activities compared to $nil during the year ended May 31, 2014.  

 

Cashflow from Financing Activities

 

During the year ended May 31, 2015, we received proceeds of $nil from financing activities compared with $nil during the year ended May 31, 2014.  

 

Off-Balance Sheet Arrangements

 

We have no significant 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 is material to stockholders.

 

 8 

 

 

Item 8.  Financial Statements and Supplementary Data

 

 

  

 

YANEX GROUP, INC.

 

Financial Statements

 

May 31, 2015

 

(Expressed in US dollars)

 

 

 

      
Report of Registered Public Accounting Firm   F-1 
      
Balance Sheets   F-2 
      
Statements of Operations   F-3 
      
Statements of Stockholders’ Equity (Deficit)   F-4 
      
Statements of Cash Flows   F-5 
      
Notes to the Financial Statements   F-6 - F-8 
      

 

 

 9 

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of Yanex Group, Inc.

 

We have audited the accompanying balance sheets of Yanex Group, Inc. as of May 31, 2015 and 2014 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. Yanex Group, Inc. management is responsible for these financial statements. 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 audit 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 Yanex Group, Inc. as of May 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ KLJ & Associates, LLP

 

KLJ & Associates, LLP

 
Edina, MN    
May 23, 2016  

 

 

  F-1 

 

 

 YANEX GROUP, INC.

 

Balance Sheets

(Expressed in US dollars)

 

 

   May 31,
2015
$
  May 31,
2014
$
       
       
ASSETS
 
Current assets
          
           
Cash   1,019    13,540 
           
Total Assets   1,019    13,540 
           
LIABILITIES          
           
Current Liabilities          
           
Accounts payable and accrued liabilities   12,038    12,279 
Loans from related party (Note 3)   32,900    —   
           
Total Liabilities   44,938    12,279 
           
           
           
STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Common Stock          
Authorized: 75,000,000 common shares with a par value of $0.001          
Issued and outstanding: 3,048,000 shares   3,048    3,048 
           
Additional paid-in capital   106,251    106,251 
           
Accumulated deficit   (153,218)   (108,038)
           
Total Stockholders’ Equity (Deficit)   (43,919)   1,261 
           
Total Liabilities and Stockholders’ Equity   1,019    13,540 

 

 

  F-2 

 

 

YANEX GROUP, INC.

Statements of Operations

(Expressed in US dollars)

 

 

   Year Ended
May 31,
2015
$
  Year Ended
May 31,
2014
$
       
Revenues   —      —   
           
Expenses          
           
General and administrative   2,033    2,338 
Professional fees   31,763    29,450 
Consulting fees   5,000    —   
Transfer agent and filing fees   6,384    5,471 
Bad debts   —      1,000 
           
Total Expenses   45,180    38,259 
           
Net Loss   (45,180)   (38,259)
           
Net Loss Per Share, Basic and Diluted    (0.01)   (0.01)
           
Weighted Average Shares Outstanding   3,048,000    3,048,000 
           

 

  F-3 

 

 

 

YANEX GROUP, INC.

Statements of Stockholders’ Equity (Deficit)

(Expressed in US dollars)

 

 

   Common Stock         
   Number of shares  Amount  Additional Paid-in Capital  Accumulated Deficit  Total
      $  $  $  $
                
Balance, May 31, 2013   3,048,000    3,048    106,251    (69,779)   39,520 
                          
Net loss   —      —      —      (38,259)   (38,259)
                          
Balance, May 31, 2014   3,048,000    3,048    106,251    (108,038)   1,261 
                          
Net loss   —      —      —      (45,180)   (45,180)
                          
Balance, May 31, 2015   3,048,000    3,048    106,251    (153,218)   (43,919)

 

 

  F-4 

 

 

 

YANEX GROUP, INC.

Statements of Cash Flows

(Expressed in US dollars)

 

 

   Year Ended
May 31,
2015
$
  Year Ended
May 31,
2014
$
       
Operating Activities          
           
Net loss for the period   (45,180)   (38,259)
           
Adjustments to reconcile net loss to net cash used in operating activities:          
Bad debt expense   —      1,000 
Changes in operating assets and liabilities:          
           
Prepaid expenses   —      —   
Accounts payable   (241)   4,755 
Accrued liabilities   —      —   
           
Net Cash Used In Operating Activities   (45,421)   (32,504)
           
Investing Activities          
           
Issuance of loan receivable   —      —   
           
Net Cash Used In Investing Activities   —      —   
           
Financing Activities          
           
Proceeds from related party   32,900    —   
Proceeds from issuance of common stock   —      —   
           
Net Cash Provided by Financing Activities   32,900    —   
           
Increase (Decrease) in Cash   (12,521)   (32,504)
           
Cash, Beginning of Period   13,540    46,044 
           
Cash, End of Period   1,019    13,540 
           
Non-cash Investing and Financing Activities:          
           
Forgiveness of shareholder payable recorded as contributed capital   —      —   
           
Supplemental Disclosures          
           
Interest paid   —      —   
Income tax paid   —      —   
           

 

  F-5 

 

 

 

YANEX GROUP, INC.

Notes to the Financial Statements

May 31, 2015

(Expressed in US dollars)

 

1.     Nature of Operations and Continuance of Business

 

Yanex Group, Inc. (the “Company”) was incorporated in the State of Nevada on November 18, 2010. The Company business is to provide services in concept architecture, interior design projects and related services in Germany, and eventually expand into Europe and other countries. The Company is a start-up company.

 

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of May 31, 2015, the Company has not recognized any revenue and has an accumulated deficit of $153,218. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

 


2.      Significant Accounting Policies

 

(a)Basis of Presentation

 

The financial statements present the balance sheets, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 

(b)Use of Estimates

 

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 accounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

(c)Cash and cash equivalents

 

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

 

 

  F-6 

 

 

YANEX GROUP, INC.

Notes to the Financial Statements

May 31, 2015

(Expressed in US dollars)

 

2. Significant Accounting Policies (continued)

  

(d)Financial Instruments

 

Pursuant to ASC 820, “Fair Value Measurements and Disclosures”, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts due from related parties, accounts payable and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

(e)Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

(f)Comprehensive Loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of May 31, 2015 and May 31, 2014, the Company has no items that represent comprehensive income or loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

  F-7 

 

YANEX GROUP, INC.

Notes to the Financial Statements

May 31, 2015

(Expressed in US dollars)

 

2. Significant Accounting Policies (continued)

 

(g)Loss per Share

 

The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.

 

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of May 31, 2015, the Company did not have any potentially dilutive shares.

(h)Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

3.Related Party Transactions

As at May 31, 2015, $32,900 (May 31, 2014 – $nil) is owed to a Director of the Company, which is unsecured, non-interest bearing, and due on demand.

 

4.Subsequent Events

 

Subsequent to May 31, 2015, the Company received a $4,000 loan from a Director, which is unsecured, non-interest bearing, and due on demand.

 

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

 

None.

 

 

  F-8 

 

 

 

Item 9A.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2015 (the “Evaluation Date”). Based upon the evaluation of our disclosure controls and procedures as of the Evaluation Date, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f).  Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and our receipts and expenditures of are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.  All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls.  Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2015.  In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting and Management has concluded that the Company’s internal controls over financial reporting are ineffective as of May 31, 2015.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

The material weakness relates to the lack of segregation of duties in our financial reporting process and we utilize outside third party consultants.  We do not have a separately designated audit committee.  This weakness is due to our lack of excess working capital to hire additional staff.  To remedy this material weakness, we intend to engage an internal accountant to assist with financial reporting as soon as our finances will allow.

 

KLJ & Associates, LLP, our registered independent public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of May 31, 2015.

 

 10 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended May 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

 

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Changes in Internal Control and Financial Reporting

 

During the quarter ended May 31, 2015 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B.  Other Information.

 

None.

 

 

PART III

 

Item 10.  Directors, Executive Officers and Corporate Governance.

 

Directors and Officers

 

Our bylaws allow the number of directors to be fixed by the Board of Directors.  Our Board of Directors has fixed the number of directors at three.

 

Our current directors and officers are as follows:

 

Name  Age  Position
Leonardo Correa Rodriguez   34   Director, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer

 

The directors will serve as directors until our next shareholder meeting or until a successor is elected who accepts the position.  Officers hold their positions at the will of the Board of Directors.  There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

 

 11 

 

Leonardo Correa Rodriguez, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

 

Mr. Rodriguez has been our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since June 24, 2015.  Mr. Rodriguez is a licensed attorney based in Bogota Colombia. Mr. Rodriguez is a specialist in tax and business law and holds a law degree from the Autonomous University of Bucaramanga, in Bucaramanga, Colombia. He also holds a Masters in Accounting from Jorge Tadeo Lozano University, in Bogota Colombia

 

Our director does not currently serve on the boards of other public companies.

 

Significant Employees

 

There are no individuals other than our executive officer who make a significant contribution to our business.

 

Family Relationships

 

There are no family relationships among our officers or directors.

 

Legal Proceedings

 

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

 

·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;

 

·any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

·being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 

·being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Section 16(a) Beneficial Ownership Compliance Reporting

 

Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5.  Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file.  Based solely on our review of the copies of such forms received by us and on written representations from certain reporting persons, we believe that all Section 16(a) reports applicable to our officers, directors and ten-percent stockholders with respect to the fiscal year ended May 31, 2015 were filed.

 

 12 

 

Code of Ethics

 

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because we have not yet finalized the content of such a code.  Companies whose equity securities are listed for trading on the OTC Bulletin Board are not currently required to implement a code of ethics.

 

Director Nominees

 

As of May 31, 2015 there have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

  

Audit Committee

 

The functions of the Audit Committee are currently carried out by our Board of Directors.  Our Board of Directors has determined that we do not presently need an audit committee financial expert on our Board of Directors carrying out the duties of the Audit Committee.  Our Board of Directors has determined that the cost of hiring a financial expert to act as one of our directors and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

 

Item 11.  Executive Compensation.

 

The following Summary Compensation Table sets forth the total annual compensation paid or accrued by us to or for the account of the Principal Executive Officer (“PEO”) and our Principal Financial Officer (“PFO”).  None of our other executive officers received compensation in excess of $100,000 during the fiscal year ended May 31, 2015.

 

 

Summary Compensation

 

                            
Name and Principal Position  Year 

Salary

($)

 

Bonus

($)

 

Stock Awards

($)

 

Option Awards

($)

 

Non-Equity Incentive

Plan Compensation

($)

 

Non-qualified Deferred

Compensation Earnings

($)

 

All Other Compensation

($)

 

Total

($)

Leonardo Correa Rodriguez,

President, CEO, CFO, Secretary, Treasurer and   Director (1)

   2014    0    0    0    0    0    0    0    0 
    2015    0    0    0    0    0    0    0    0 

 

(1)Leonardo Correa Rodriguez is our President, CEO, CFO Secretary, Treasurer and a director.

 

Mr. Rodriguez spends approximately 25% of his time on our business.

 

Our executive officers and directors did not receive any other compensation as directors or officers or any benefits.

 

 

 13 

 

Outstanding Equity Awards at Fiscal Year End

 

As of May 31, 2015, we did not have any unexercised stock options held by any of our shareholders.

 

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

 

The following table sets forth the ownership, as of May 18, 2016, of our common stock by each of our directors, and by all executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities.  As of May 18, 2016, there were 3,048,000 common shares issued and outstanding.  All persons named have sole voting and investment power with respect to the shares, except as otherwise noted.  The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this Annual Report.

          
Title of Class  Name and Address of Beneficial Owner  Amount and Nature of Beneficial Ownership  Percent of Class (2)
 Common    Leonardo Correa Rodriguez (1)
Hooft Graaflandstraat 21
VM Utrecht, Netherland 3525
   2,578,000    84.3 
     All Executive Officers and Directors as a Group   2,578,000    84.3 

 

(1)Leonardo Correa Rodriguez is our President CEO, CFO Secretary, Treasurer and a Director.

 

(2)Calculated based on issued and outstanding shares of 3,048,000 as May 18, 2016.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.  We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

 

Compensation Committee

 

We currently do not have a compensation committee of the Board of Directors or a committee performing a similar function.  It is the view of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole determines executive compensation.  Each of our directors is also is a senior officer of the company.

  

Compensation Committee Report

 

Our Board of Directors as a whole has revised and discussed the compensation discussion and analysis disclosed in this Form 10-K and based on this review and discussion, has determined that the disclosure be included in this annual report.  

 

Compensation of Directors

 

We do not pay our directors any fees for attendance at Board meetings or similar remuneration or reimburse them for any out-of-pocket expenses incurred by them in connection with our business.


Change of Control

 

As of May 31, 2015 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.

 14 

 

 

 

Item 13.  Certain Relationships and Related Transactions, and Director Independence

 

Director Independence

 

The OTC Bulletin Board on which our common shares are listed on does not have any director independence requirements.  We also do not have a definition of independence as our directors also hold positions executive officer positions with us.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regards to this definition.

 

Item 14.  Principal Accounting Fees and Services

 

Audit, Audit-Related and Non-Audit Fees

  

The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, KLJ & Associates, LLP for the audit of our annual financial statements for the years ended May 31, 2015 and May 31, 2014 and any other fees billed for other services rendered during that period.

 

Description of Service  Year ended May 31,  Year ended May 31,
   2015  2014
   ($)  ($)
Audit fees   7,600    7,600 
Audit-related fees   —      —   
Tax fees   —      —   
All other fees   —      —   
Total   7,600    7,600 

 

 

Audit Committee Approval

 

Since our inception, our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees at least annually.  The Board, acting as the audit committee, pre-approved all audit related services for the year ended May 31, 2015

 

 15 

 

 

 

PART IV

 

Item 15.  Exhibits, Financial Statement Schedules

 

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.

 

Exhibits

 

    
Exhibit Number  Exhibit Description
 31.1   Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 EX-101.INS   XBRL Instance Document
 EX-101.SCH   XBRL Taxonomy Extension Schema
 EX-101.CAL   XBRL Taxonomy Extension Calculation Linkbase
 EX-101.LAB   XBRL Taxonomy Extension Label Linkbase
 EX-101.PRE   XBRL Taxonomy Extension Presentation Linkbase
 EX-101.DEF   XBRL Taxonomy Extension Definition Linkbase

 

 

 16 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    YANEX GROUP INC.
     
Date:  May 24, 2016 By: /s/ Leonardo Correa Rodriguez
    Leonardo Correa Rodriguez
    President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer and Director

 

 

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

   

  Signature   Title     Date
     

/s/ Leonardo Correa Rodriguez

Leonardo Correa Rodriguez

President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer and Director May 24, 2016
   

 

 17