10-K
Londax Corp. (LDXC)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form 10-K
☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended May 31, 2025
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number
333-274140
LONDAX CORP.
(Exact name of registrant as specified in its charter)
| Wyoming | 7371 | 35-2807931 |
|---|---|---|
| State or Other Jurisdiction of | Primary Standard Industrial | IRS Employer |
| Incorporation or Organization | Classification Code Number | Identification Number |
Puces iela 47, Riga,
Latvia LV-1082
+371 29591676
londaxcorp@protonmail.com
(Address and telephone number of principal executive offices)
| Securities registered under Section 12(b) of the Exchange<br> Act: | |
|---|---|
| Title of each class | Name of each exchange on<br> which registered |
| N/A | N/A |
| Securities registered under Section 12(g) of the Exchange<br> Act: | |
| ordinary<br> shares, par value 0.001 per share | |
| (Title of Class) |
All values are in US Dollars.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer<br><br> <br>☐ | Accelerated<br><br> <br>filer<br><br> <br>☐ | Non-accelerated<br> filer<br><br> <br>☒ | Emerging growth company<br><br> <br>☒ | Smaller reporting company<br><br> <br>☒ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0
State the number of shares outstanding
of each of the issuer's classes of common equity, as of the latest practicable date: 2,231,135 common shares issued and outstanding as of September 2, 2025.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business. | 3 |
| Item 1A. | Risk Factors. | 5 |
| Item 1B. | Unresolved Staff Comments. | 5 |
| Item 1C. | Cybersecurity. | 5 |
| Item 2 | Properties. | 6 |
| Item 3. | Legal proceedings. | 6 |
| Item 4. | Mine Safety Disclosures. | 6 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 7 |
| Item 6. | [Reserved] | 8 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 10 |
| Item 8. | Financial Statements and Supplementary Data. | 11 |
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 11 |
| Item 9A. | Controls and Procedures. | 11 |
| Item 9B. | Other Information. | 12 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 12 |
| PART III | ||
| Item 10 | Directors, Executive Officers and Corporate Governance. | 13 |
| Item 11. | Executive Compensation. | 15 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 15 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 16 |
| Item 14. | Principal Accounting Fees and Services. | 16 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules. | 17 |
| Item 16. | Form 10–K Summary. | 17 |
| Signatures | 18 |
| 2 |
| --- |
PART I
Item 1. Business.
DESCRIPTION OF BUSINESS
Our company was established as a Wyoming corporation on May 19, 2023. As a developmental-stage enterprise, our primary focus is on offering IT consulting services and software development solutions. Our web site is https://londaxcorp.com/. Currently, we have developed and implemented our flagship product https://londax.ai/, which comprises a Customer Relationship Management (CRM) System, Applicant Tracking Systems (ATS), and out-staffing services.
Our principal executive office is located at Puces iela 47, Riga, Latvia LV-1082. Our phone number is +371 29591676.
Our company develop and implement a customized Customer Relationship Management (CRM) System that facilitates out-staffing for our future clients. Our software is designed to seamlessly integrate into our clients' corporate structure, enabling them to hire and manage their staff, including top managers and IT specialists, with ease.
We are intending to operate in Europe with potential for working worldwide. From a technical perspective, londax.ai is a web application consisting of Frontend and Backend components hosted on cloud services provided by AWS. Londax.ai CRM system is developed for analyzing and monitoring the recruitment process using a funnel (hiring stages) and analyzing the KPIs of the already hired personnel. Currently, our main dashboard consists of: 1) Segment for Recruitment: funnel, creating job postings (manual \ AI) and portal for applicants.2) Segment for; Employees: Profile, password and personal data change and Help.
For the Artificial Intelligence functionality (advertisement generation), the OpenAI API is used.
Revenue
Our possible revenue streams are following:
| 1. | Subscription-Based Revenue Model: This revenue stream involves charging clients a monthly or annual fee for access to our CRM system. We can offer various rate plans, enabling clients to choose a subscription that best suits their needs and budget. |
|---|---|
| 2. | Customization Services: We can charge clients on a project basis for customization services. This revenue stream involves working closely with clients to develop customized solutions that meet their specific needs and objectives. |
| 3. | Data Migration Services: We can partner with data management companies to offer data migration services to clients who need to transfer their data from their existing system to our CRM system. This revenue stream involves charging clients a fee for data migration services. |
| 4. | Training and Consulting Services: We can offer training and consulting services to help clients get the most out of our CRM system. This revenue stream involves charging clients a fee for training and consulting services. |
| 5. | Integration Services: We can offer integration services to enable clients to integrate our CRM system with other software solutions. This revenue stream involves charging clients a fee for integration services. |
| 6. | Maintenance and Support Services: We can offer maintenance and support services to ensure that our clients' CRM system is functioning properly and to provide technical support as needed. This revenue stream involves charging clients a fee for maintenance and support services. |
| 7. | Upgrades and Add-Ons: We can offer upgrades and add-ons to our CRM system to provide additional functionality or to keep up with changing technologies. This revenue stream involves charging clients a fee for upgrades and add-ons. |
| 3 |
| --- |
Marketing and Competition
Our business is focused on the online market, and we intend to utilize various online marketing tools to promote our services effectively. To reach our potential clients, we plan to employ banners, flags, and video advertisements on popular social media platforms such as Facebook, Twitter, Instagram, and YouTube. We will present our services in an organized web catalog that can be easily accessed through our website and mobile application. Our catalog will be categorized and tagged to facilitate user-friendliness.
We intend to leverage context advertising tools such as Google AdWords, Yahoo!, and similar tools provided by AOL and Facebook to attract customer attention. Additionally, we will utilize SEO (Search Engine Optimization) to ensure that our application and web platform appear at the top of search queries related to our services.
We will participate in advertising conventions, workshops, presentations, and similar events to promote our application and services. We will also advertise our services in printed and electronic issues of magazines, commercial web communities, and communities of advertising professionals.
To further enhance our promotional activities, we will establish our social media pages on popular platforms such as Facebook, Twitter, and Instagram. We plan to demonstrate how our product works and performs on these platforms to increase customer engagement. We will also use WhatsApp accounts to post up-to-date information and create discussion channels with our customers and interested individuals. We believe that instant messaging platforms like WhatsApp, Telegram, and others will help us react and interact with our customers more efficiently.
Our company has designed our services to cater to small to midsize business entities, with the flexibility to adjust and accommodate their evolving needs as they grow.
We operate in a highly competitive industry, our strategy focuses on the following aspects:
| 1. | Our officers and directors have professional management and marketing experience and a vast network. |
|---|---|
| 2. | Our customized approach aligns with the values, mission, and market needs of our clients. |
| 3. | We continuously analyze contemporary social media trends without interruption. |
| 4. | We utilize AI, data science, and data analysis to increase efficiency and productivity. |
Despite the presence of numerous competitors in the market, our advantages include a focus on small and medium-sized businesses, as well as a willingness to work with larger companies. We prioritize customization and tailor our products and solutions to meet our clients' unique needs, while also providing maximum integration on their behalf.
Employees; Identification of Certain Significant Employees.
We have no employees other than our president, Olegs Pavlovs, who currently devotes approximately twenty hours per week to company matters.
Government Regulation
Our principal office is located in Latvia and we are intending to operate in EU (European Union). We are might be subject of following EU governmental regulations:
GDPR governs the processing of personal data in the European Union (EU). Our Company must ensure that we comply with GDPR when collecting, storing, and processing personal data through their software products.
Consumer Protection Laws. This EU directive establishes rules for online and distance sales, including software. It covers issues such as the right of withdrawal, warranties, and dispute resolution.
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Copyright Law: Software is subject to copyright protection in most European countries. Our Company must respect the intellectual property rights of others and enforce their own software copyrights.
Export Control Regulations: If our software includes encryption technology or has other export-controlled components, we may need to comply with EU and national export control regulations.
E-Commerce Directive: This directive addresses various legal aspects of e-commerce, including electronic contracts, electronic signatures, and liability of online service providers.
Antitrust and Competition Laws: Our Company must comply with EU and national competition laws, which can affect software pricing, distribution, and licensing practices.
VAT (Value Added Tax): VAT rules can vary from country to country within the EU, and they may apply to the sale of our software products.
Contract Law: Software sales often involve licensing agreements and contracts. Company should ensure that our contracts comply with applicable contract laws and are enforceable.
Network and Information Security Directive (NIS Directive): This directive imposes cybersecurity requirements on operators of essential services and digital service providers.
Sanctions and Embargoes: Depending on the nature of our software and its use cases, we may need to be aware of EU sanctions and embargoes that restrict the sale or export of certain software products to specific countries.
Offices
Our business office is located at Puces iela 47, Riga, Latvia LV-1082. This address was provided by our president, Mr. Pavlovs. Our telephone number is +371 29591676.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable to smaller reporting companies.
Item 1C. Cybersecurity.
The Company currently relies on third-party hosting and software providers for its core platform operations, email communications, and data storage. These vendors maintain their own cybersecurity programs, which include network protection, access controls, and incident response procedures. While Londax Corp. does not yet employ a dedicated IT security team, its directors are actively involved in overseeing operational and technological risk, including cybersecurity.
Executive management, consisting of the Chief Executive Officer and the Board, is responsible for identifying, evaluating, and responding to potential cyber risks. The Company periodically reviews its internal systems and third-party vendor protocols to assess vulnerabilities and ensure secure handling of sensitive business information.
To date, Londax Corp. has not experienced any material cybersecurity incidents, and no specific threat has materially affected or is reasonably likely to materially affect the Company’s business strategy, operations, or financial condition. However, the Company recognizes that its reliance on cloud infrastructure and digital communication tools poses an ongoing cybersecurity risk and will continue to assess and strengthen controls as operations scale.
Management plans to formalize its cybersecurity policies and implement internal training protocols as the business grows.
As of May 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.
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Item 2. Properties.
We do not own any real estate or other properties.
Item 3. Legal Proceedings.
During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s CommonEquity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
MARKET INFORMATION
There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the OTC Link upon the effectiveness of the registration statement of which this prospectus forms a part. We can provide no assurance that our shares will be traded on the OTC Link, or if traded, that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.
HOLDERS
Currently, we have 52 holders of record of our common stock.
DIVIDEND POLICY
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Wyoming Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
we would not be able to pay our debts as they become due in the usual course of business, or;
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
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SECURITIES AUTHORIZED UNDER EQUITY COMPENSATIONPLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On May 31, 2023 the Company issued 4,000,000 shares of common stock to our president for consideration of $4,000 at par value $0.001 per share.
In January 2024 the Company issued 705,203 shares of common stock for consideration of $21,156 at par value $0.03 per share.
In February 2024 the Company issued 420,200 shares of common stock for consideration of $12,606 at par value $0.03 per share.
In March 2024 the Company issued 105,732 shares of common stock for consideration of $3,172 at par value $0.03 per share.
There were 5,231,135 and 5,231,135 shares of common stock issued and outstanding as of May 31, 2025 and 2024.
OTHER STOCKHOLDER MATTERS
None.
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Conditionand Results of Operations.
Results of Operations for the years ended May 31, 2025 and 2024:
Revenue
For the years ended May 31, 2025 and 2024, the Company generated total revenue of $66,410 and $25,297, respectively, from providing services to its customers. Revenue increased by approximately $41,113, or 162.5%, for the year ended May 31, 2025, compared to the same period in 2024. The increase was mainly due to a higher volume of services delivered and an expanded customer base.
Cost of sales
Cost of sales for the years ended May 31, 2025 was $12,000, compared to $0 for the comparable period in 2024.
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Operating expenses
Total operating expenses for the year ended May 31, 2025 were $55,608 ($27,179 for the year ended May 31, 2024) consisting of amortization and depreciation expense of $11,287 ($1,100 for the year ended May 31, 2024); general and administrative expenses of $26,932 ($4,271 for the year ended May 31, 2024); professional fees of $17,389 ($21,808 for the year ended May 31, 2024). Operating expenses increased by approximately $28,429, or 104.6%, for the year ended May 31, 2025 as compared to the same period of 2024. The change was primarily due to higher General and Administrative expenses and amortization expenses. General and Administrative expenses increased due to an increase in intangible asset development expenses. Amortization expenses increased as the Company capitalized a portion of the intangible asset development costs.
Net Losses
The company recorded a net loss of $1,198 for the years ended May 31, 2025, and $1,882 for the year ended May 31, 2024. As a result of the factors described above, net loss for the year ended May 31, 2025 decreased by approximately $684, or 36.3%, as compared for the same period for 2024.
LIQUIDITY AND CAPITAL RESOURCES
As of May 31, 2025, the Company had $10,606 in cash and our liabilities were $55,653, comprising $51,372 in accounts payable and $4,281 owed to Olegs Pavlovs, our president.
As of May 31, 2024, the Company had $1,664 in cash and our liabilities were $18,772, comprising $14,512 in accounts payable and $4,260 owed to Olegs Pavlovs, our president.
Since inception to May 31, 2025, we have sold 5,231,135 shares of common stock to our president and shareholders.
Cash Flows from Operating Activities
Net cash used in operating activities was $94,461 for the year ended May 31, 2025, compared with $53,782 used in operating activities during the year ended May 31, 2024.
During the year ended May 31, 2025, the net cash of $94,461 used in operating activities was attributed to net loss of $1,198; decreased by amortization and depreciation expense of $11,287, software in development of $33,000; and increased by accounts payable of $51,372.
During the year ended May 31, 2024, the net cash of $53,782 used in operating activities was attributed to net loss of $1,882; decreased by amortization and depreciation expense of $1,100; and increased by prepaid expenses of $20,000 and software in development of $33,000.
Cash Flows from Investing Activities
For the year ended May 31, 2025, net cash flows provided by or used in investing activities was $71,028, which was attributable to the capitalization of the development of intangible assets.
For the year ended May 31, 2024, net cash flows provided by or used in investing activities was $3,500, which was attributable to website acquisition.
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Cash Flows from Financing Activities
For the year ended May 31, 2025, net cash flows provided by financing activities was $14,491, which was attributable to repayments of Notes Payable and net advances received from related parties.
For the year ended May 31, 2024, net cash flows provided by financing activities was $54,946, which was attributable to proceeds from the issuance of common stock and net advances received from related parties.
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONALCAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Item 7A. Quantitative and Qualitative Disclosuresabout Market Risk.
Not applicable for smaller reporting companies.
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Item 8. Financial Statements and SupplementaryData.**
INDEX TO FINANCIAL STATEMENTS
| Reports of Independent Registered Public Accounting Firms (PCAOB ID: 6993) | F-2 |
|---|---|
| Balance Sheets – May 31, 2025 and 2024 | F-4 |
| Statements of Operations – Years ended May 31, 2025 and 2024 | F-5 |
| Statements of Stockholders’ Equity – Years ended May 31, 2025 and 2024 | F-6 |
| Statements of Cash Flows – Years ended May 31, 2025 and 2024 | F-7 |
| Notes to the Financial Statements | F-8 |
| F-1 |
| --- |
Report of Independent Registered Public AccountingFirm
The Board of Directors and Stockholders of
LONDAX CORP.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Londax Corp (the ‘Company’) as of May 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ equity / (deficit) and cash flows for each of the two years in the period ended May 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $(3,279), and a negative working capital of $(25,047). The Company currently have limited revenue. The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company’s obligations as they become due. These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
| F-2 |
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Going Concern Uncertainty– See also Going Concern Uncertainty explanatory paragraph above:**
As described in Note 2 to the financial statements, the Company has operating losses and accumulated deficit. Furthermore, the company have generated limited revenue since the inception of business. The ability of the Company to continue as a going concern is dependent upon generating profitable business operation and obtaining additional working capital funding by way of a private or public offering. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The procedures performed to address the matter included.
| (i) | We inquired of executive officers, and key members of management, of the Company regarding factors that<br>would have an impact on the Company’s ability to continue as a going concern, |
|---|---|
| (ii) | We evaluated management’s plan for addressing the adverse effects of the conditions identified,<br>including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods<br>and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs<br>and the Company’s ability to generate sufficient cash flow, |
| (iii) | We assessed the possibility of raising additional debt or credit, |
| (iv) | We evaluated the completeness and accuracy of disclosures in the financial statements. |
/S/ Boladale Lawal
BOLADALE LAWAL & CO.
(Chartered Accountants)
(PCAOB ID 6993)
Lagos, Nigeria
We have served as the Company’s auditor since 2024.
September 1, 2025
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LONDAX CORP.
BALANCE SHEETS
| May 31,<br> <br>2024<br> <br>(Audited) | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash | 10,606 | $ | 1,664 | ||
| Prepaid Expenses | 20,000 | 20,000 | |||
| Software in Development | – | 33,000 | |||
| Total Current Assets | 30,606 | 54,664 | |||
| Fixed Assets, Net | 187 | 374 | |||
| Mobile App, Net | 21,580 | – | |||
| Software Development Costs, Net | 29,607 | – | |||
| Website, Net | 11,328 | 2,587 | |||
| Total Other Assets | 62,702 | 2,961 | |||
| Total Assets | 93,308 | $ | 57,625 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Accounts Payable | 51,372 | $ | – | ||
| Notes Payable | – | 14,512 | |||
| Related Party Loan | 4,281 | 4,260 | |||
| Total Current Liabilities | 55,653 | 18,772 | |||
| Common Stock, 0.001 par value, 75,000,000 shares authorized; 5,231,135 and 5,231,135 shares issued and outstanding, respectively | 5,231 | 5,231 | |||
| Additional Paid-in Capital | 35,703 | 35,703 | |||
| Accumulated Income (Deficit) | (3,279 | ) | (2,081 | ) | |
| Total Stockholders’ Equity | 37,655 | 38,853 | |||
| Total Liabilities and Stockholders’ Equity | 93,308 | $ | 57,625 |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements.
| F-4 |
| --- |
LONDAX CORP.
STATEMENTS OF OPERATIONS
Years ended May 31, 2025 and 2024
| Year ended<br> <br>May 31,<br> <br>2025<br> <br>(Audited) | Year ended<br> <br>May 31,<br> <br>2024<br> <br>(Audited) | |||||
|---|---|---|---|---|---|---|
| REVENUES | $ | 66,410 | $ | 25,297 | ||
| Cost of sales | 12,000 | – | ||||
| GROSS PROFIT | 54,410 | 25,297 | ||||
| OPERATING EXPENSES | ||||||
| Amortization and Depreciation Expense | 11,287 | 1,100 | ||||
| General and Administrative Expenses | 26,932 | 4,271 | ||||
| Professional Fees | 17,389 | 21,808 | ||||
| TOTAL OPERATING EXPENSES | 55,608 | 27,179 | ||||
| NET INCOME /(LOSS) FROM OPERATIONS | (1,198 | ) | (1,882 | ) | ||
| PROVISION FOR INCOME TAXES | – | – | ||||
| NET INCOME /(LOSS) | $ | (1,198 | ) | $ | (1,882 | ) |
| NET INCOME /(LOSS) PER SHARE: BASIC AND DILUTED | $ | (0.00 | ) | $ | (0.00 | ) |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 5,231,135 | 4,408,238 |
The accompanying notes are an integral part of these financial statements.
| F-5 |
| --- |
LONDAX CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY
Years ended May 31, 2025 and 2024
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Capital | Deficit | Equity | ||||||||
| Balance, May 31, 2024 | 5,231,135 | $ | 5,231 | $ | 35,703 | $ | (2,081 | ) | $ | 38,853 | ||
| Net Loss for the year ended May 31, 2025 | – | – | – | (1,198 | ) | (1,198 | ) | |||||
| Balance, May 31, 2025 | 5,231,135 | $ | 5,231 | $ | 35,703 | $ | (3,279 | ) | $ | 37,655 | ||
| Inception, May 31, 2023 | 4,000,000 | $ | 4,000 | $ | – | $ | (199 | ) | $ | 3,801 | ||
| Common stock issued for cash | 1,231,135 | 1,231 | 35,703 | – | 36,934 | |||||||
| Net Loss for the year ended May 31, 2024 | – | – | – | (1,882 | ) | (1,882 | ) | |||||
| Balance, May 31, 2024 | 5,231,135 | $ | 5,231 | $ | 35,703 | $ | (2,081 | ) | $ | 38,853 |
The accompanying notes are an integral part of these financial statements.
| F-6 |
| --- |
LONDAX CORP.
STATEMENTS OF CASH FLOWS
Years ended May 31, 2025 and 2024
| Year ended<br> <br>May 31,<br> <br>2025<br> <br>(Audited) | Year ended<br> <br>May 31,<br> <br>2024<br> <br>(Audited) | |||||
|---|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net Income (Loss) | $ | (1,198 | ) | $ | (1,882 | ) |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
| Amortization and Depreciation Expense | 11,287 | 1,100 | ||||
| Prepaid Expenses | – | (20,000 | ) | |||
| Software in Development | 33,000 | (33,000 | ) | |||
| Accounts Payable | 51,372 | – | ||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | 94,461 | (53,782 | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Software Development Costs | (36,828 | ) | – | |||
| Mobile App | (23,000 | ) | – | |||
| Website | (11,200 | ) | (3,500 | ) | ||
| CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | (71,028 | ) | (3,500 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Notes Payable | (14,512 | ) | 14,512 | |||
| Proceeds from the Issuance of Common Stock | – | 36,934 | ||||
| Related Party Loan | 21 | 3,500 | ||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | (14,491 | ) | 54,946 | |||
| Net increase (decrease) in cash and equivalents | 8,942 | (2,336 | ) | |||
| Cash and equivalents at beginning of the period | 1,664 | 4,000 | ||||
| Cash and equivalents at end of the period | $ | 10,606 | $ | 1,664 | ||
| Supplemental cash flow information: | ||||||
| Cash paid for: | ||||||
| Interest | $ | – | $ | – | ||
| Taxes | $ | – | $ | – |
The accompanying notes are an integral part of these financial statements.
| F-7 |
| --- |
LONDAX CORP.
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED MAY 31, 2025
### NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Londax Corp. (referred as the “Company”, “we”, “our”) was Incorporated in the State of Wyoming and established on May 19, 2023. We are a Software Development company that offers Consulting services.
Our office is located at Puces iela 47, Riga, Latvia LV-1082.
### NOTE 2 –GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the
Company had an accumulated loss of $3,279 as of May 31, 2025, a net loss of $1,198 for the year ended May 31, 2025. The Company has Related Party Loan on a balance sheet of $4,281 as of May 31, 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – ### SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
The Company’s year-end is May 31.
Development Stage Company
The Company is a development stage company as defined in the Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
The Company has elected to adopt application of Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.
| F-8 |
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
The Company issued 4,000,000
common shares for consideration of $4,000 at par value $0.001 to the Company’s president Olegs Pavlovs. The Company owes $4,281 in Related Party Loan currently to president as per Incorporation expenses of May 31, 2025.
Website,Mobile Application and Software Development Costs
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs.
Fair Value of FinancialInstruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
|---|---|
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
| F-9 |
| --- |
Basic Income (Loss)Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
As of May 31, 2025 and 2024, there were no potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent AccountingPronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Note 4 – ### FIXEDASSETS
As of May
31,
2025, our fixed assets comprised of $561 in equipment. Depreciation expense of equipment was $374 as of May 31, 2025.
Note5 – ### INTANGIBLE ASSETS
In August 2023 the Company acquired a website
for $3,500 to provide its services to customers. Amortization expense of the website was $2,079 as of May 31, 2025.
In November 2024 the Company completed the development
of another website to advertise its services. The total cost of the website development was $8,855. On November 30, 2024, the Company capitalized $7,700 of the website development costs. Amortization expense of the website was $1,283 as of May 31, 2025.
Additionally, in May 2025 we introduced a new
website to promote services for Android mobile application users. The total cost of the website development was $7,500. On May 29, 2025, the Company capitalized $3,500 of the website development costs. Amortization expense of the website was $9 as of May 31, 2025.
| F-10 |
| --- |
In February 2025 the Company completed the development
of mobile application. The total cost of the mobile application development was $17,029. On February 15, 2025, the Company capitalized $14,000 of the mobile application development costs. Amortization expense of the mobile application was $1,347 as of May 31, 2025.
In May 2025 we launched our Android mobile application,
as the previous version was only available for iOS users. The total cost of the mobile application development was $16,000. On May 23, 2025, the Company capitalized $9,000 of the mobile application development costs. Amortization expense of the mobile application was $73 as of May 31, 2025.
The Company has developed its Customer Relationship
Management (CRM) platform. The total cost of the CRM platform is $37,000. On August 31, 2024, the Company capitalized $28,828 of platform development costs. As of May 31, 2025, the total amount of the CRM platform development costs was $28,828. Amortization expense of the CRM platform development costs was $7,207 as of May 31, 2025.
The Company has launched its Interview Kit Generator
Program at https://roleform.com/. We created Roleform to help non-technical founders, recruiters, and hiring managers quickly generate high-quality interview questions. It saves time, ensures better candidate evaluation, and improves hiring decisions even without deep expertise in the role. The total cost of the Program is $15,000. On May 30, 2025, the Company capitalized $8,000 of the Program development costs. As of May 31, 2025, the total amount of the Program development costs was $8,000. Amortization expense of the Program development costs was $14 as of May 31, 2025.
The Company believes that the development of its websites, mobile applications, CRM platform and Interview Kit Generator Program will be relevant for 3 years with its constant testing and improvement.
Note 6 – ### SOFTWARE IN DEVELOPMENT
Software in development primarily consists of prepaid software development costs. These costs are currently recorded as an asset and will be partially capitalized upon the successful completion of the development process, in accordance with applicable accounting standards. Until completion, these costs are reviewed periodically for impairment.
The balance of Software in Development as of May
31, 2025 and 2024 was $0 and $33,000, respectively.
Note 7 – ### RELATEDPARTY LOAN
As of May 31,
2025, the Company owed $4,281 to the Company’s president for the Company’s working capital purposes. The amount is outstanding and payable upon request.
Note 8 – ### COMMONSTOCK
The Company has 75,000,000,
$0.001 par value shares of common stock authorized.
On May 31, 2023 the Company issued 4,000,000
shares of common stock to our president for consideration of $4,000 at par value $0.001 per share.
In January 2024 the Company issued 705,203 shares
of common stock for consideration of $21,156 at par value $0.03 per share.
In February 2024 the Company issued 420,200 shares
of common stock for consideration of $12,606 at par value $0.03 per share.
In March 2024 the Company
issued 105,732 shares of common stock for consideration of $3,172 at par value $0.03 per share.
There were 5,231,135
and 5,231,135 shares of common stock issued and outstanding as of May 31, 2025 and 2024.
| F-11 |
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Note 9 – ### COMMITMENTSAND CONTINGENCIES
Our president have agreed to provide her own premise under office needs. He will not take any fee for these premises; it is for free use.
Note 10 – ### SUBSEQUENTEVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to May 31, 2025, to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than as described below.
On July 31, 2025, Olegs Pavlovs, president and director of Londax Corp., decided to cancel 3,000,000 of his restricted shares. The cancellation was made without any compensation or consideration, and in the best interest of the Company. This action resulted in a material change to the Company's capital structure and a reduction in total outstanding shares, impacting the Company’s reported shareholder equity and ownership distribution. The cancellation is effective as of July 31, 2025.
| F-12 |
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Item 9. Changes In and Disagreements WithAccountants on Accounting and Financial Disclosure.
In June 2024 the Company changed its independent registered public accounting firm from BF Borgers CPA PC to Boladale Lawal & Co. There were no disagreements between the parties.
Item 9A. Controls and Procedures.
Evaluation of DisclosureControls and Procedures
Our Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures were not effective as of May 31, 2025. See material weaknesses discussed below in Management’s Annual Report on Internal Control over Financial Reporting.
Management’s Report on Internal Controlover Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO – 2013”).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
We lack an adequate internal control structure – Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls.
We do not have appropriate segregation of duties or adequate accounting resources – The Company has only one employee that does not have sufficient accounting knowledge, experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to ensure adequate financial reporting. Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
We do not have appropriate information technology controls – The Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further there are no IT controls in place to prevent changes to, or misstatement in, financial reporting.
11
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by COSO.
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.
Changes in InternalControls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended May 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the quarter ended May 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.
None.
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PART III
Item 10. Directors, Executive Officers andCorporate Governance.
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROLPERSONS
The names, ages and titles of our executive officers and directors are as follows:
| Name and Address of Executive Officer and/or Director | Age | Positions |
|---|---|---|
| Olegs Pavlovs<br><br> <br>Puces iela 47, Riga, Latvia LV-1082 | 53 | President, Secretary, Treasurer and Director |
| Ani Vashakidze<br><br> <br>Lepju 8/4, Riga, Latvia, LV1016 | 27 | Director |
| Georgi Loloshvili<br><br> <br>Silikatu 7A, Riga, Latvia, LV1016 | 22 | Director |
Olegs Pavlovs
Olegs Pavlovs has acted as our President, Secretary, Treasurer and Director since our incorporation on May 19, 2023. Mr. Pavlovs owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Pavlovs was going to be our President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors. Mr. Pavlovs has an MBA degree in The RISEBA University of Applied Sciences. Since 1997 till 2020, he worked on the top management positions at SIA “Venden”. Since 2011 to 2021, he worked as a CEO at “Scandinavian Innovation Group”. We believe that Mr. Pavlovs’s specific experience, qualifications and skills will enable to develop our business.
AniVashakidze
On August 7, 2025, Ms. Ani Vashakidze appointed as a director of the Company. Ms. Vashakidze, age 27, has experience as the marketing director. Ani Vashakidze holds a Bachchelors’s Degree in Marketing from International Black Sea University, Tbilisi, Georgia. Ms. Vashakidze, has worked as an independent marketing consultant, acting in the capacity of Marketing Director for various clients in the field of IT and e-commerce across Georgia and Latvia, from June 2023 to August 2025. We believe that Ani Vashakidze’s diverse experience, qualifications, and skills will significantly contribute to the growth and development of our business
GeorgiLoloshvili
On July 11, 2025, Mr. Georgi Loloshvili appointed as a director of the Company. Mr. Georgi Loloshvili, age 22, has experience as the owner of an IT company. Mr.Loloshvili received his Bachelors Degree in Computer Science from Georgian Technocal University, Tbilisi, Georgia. Giorgi Loloshvili has acted as the owner of GEOLAT Company from February 2023 to August 2025. We believe that Giorgi Loloshvili’s experience, qualifications, and skills provide a strong foundation for contributing to and developing our business.
| 13 |
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During the past ten years, our directors have not been the subject to any of the following events:
Any bankruptcy petition filed by or against any business of which one of our directors 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.
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 our directors’ involvement in any type of business, securities or banking activities.
Found by a court of competent jurisdiction (in a civil action n), 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.
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;
Were 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;
- Were 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
- Were 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.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of three members, and two of them are qualified as independent directors in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.
In addition, our board of directors has not made a subjective determination as to our directors that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us regarding to our director’s business and personal activities and relationships as they may relate to our management and us.
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INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Item 11. Executive Compensation.
EXECUTIVE COMPENSATION SUMMARY COMPENSATIONTABLE
The following tables set forth certain information about compensation paid, earned or accrued for services by our directors for the fiscal years May 31, 2025 and 2024:
| Name and<br> <br>Principal<br> <br>Position | Period | Salary<br> <br>($) | Bonus<br> <br>($) | Stock<br> <br>Awards<br> <br>($)* | Option<br> <br>Awards<br> <br>($)* | Non-Equity<br> <br>Incentive Plan<br> <br>Compensation<br> <br>($) | Nonqualified<br> <br>Deferred<br> <br>Compensation<br> <br>($) | All Other<br> <br>Compensation<br> <br>($) | Total<br> <br>($) |
|---|---|---|---|---|---|---|---|---|---|
| Olegs Pavlovs, | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| President, Director, Treasurer and Secretary | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Georgi Loloshvili, | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Director | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Ani Vashakidze, | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| Director | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Our officers and directors receive no compensation for his services at this time.
EMPLOYMENT AGREEMENTS
There are no current employment agreements between the company and its officers.
Granting of Certain EquityAwards Close in Time to the Release of Material Nonpublic Information
The Company’s board of directors has not adopted any formal policy, predetermined schedule, or plan governing the timing of option or stock appreciation right grants. Accordingly, the board does not follow any set practice as to when such awards are granted.
The board of directors (and the compensation committee, where applicable) does not take material nonpublic information into account when determining the timing or terms of option or stock appreciation right awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
During the last completed fiscal year, the Company did not grant any options or stock appreciation rights to named executive officers within the period beginning four business days before and ending one business day after the disclosure of material nonpublic information. Therefore, the tabular disclosure required by Item 402(x)(2) of Regulation S-K is not applicable.
| 15 |
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Item 12. Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.
The following table sets forth certain information relating to the beneficial ownership of our common stock as of September 2, 2025, by:
| · | each person,<br>or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock; | ||
|---|---|---|---|
| · | each of our<br>directors; | ||
| · | each of our<br>named executive officers; and | ||
| · | all directors<br>and executive officers as a group. | ||
| Title of class | Name and Address of<br><br> <br>Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of<br><br> <br>Common Stock |
| --- | --- | --- | --- |
| Common Stock | Olegs Pavlovs<br><br> <br>Puces iela 47, Riga, Latvia LV-1082 | 1,000,000 shares of<br><br> <br>common stock | 45% |
Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.
Percent of class is calculated on the basis of the number of fully diluted shares outstanding on September 2, 2025 (2,231,135).
Item 13. Certain Relationships and RelatedTransactions.
On May 31, 2023, we issued a total of 4,000,000 shares of restricted common stock to Olegs Pavlovs, our president in consideration of $4,000.
Further, Mr. Pavlovs has advanced funds to us. As of May 31, 2025, Mr. Pavlovs advanced us $4,281. The Company agrees to repay this loan upon request, from revenues of operations if and when we generate sufficient revenues to pay the obligation.
Item 14. Principal Accountant Fees and Services.
We incurred approximately $13,749 for the fiscal year ended May 31, 2025 and $13,425 for the fiscal year ended May 31, 2024, in fees to our principal independent accountants, Boladale Lawal & Co, and our former principal independent accountants, BF Borgers CPA PC, for professional services rendered in connection with annual audit and quarterly reviews.
| 16 |
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
| Number | Description |
|---|---|
| 19 | Policy Regarding Insider Trading |
| 23.1 | Consent of Registered Independent Public Accountants |
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| 32.1 | Certification of principal executive and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Schema Document |
| 101.CAL | Inline XBRL Calculation Linkbase Document |
| 101.DEF | Inline XBRL Definition Linkbase Document |
| 101.LAB | Inline XBRL Labels Linkbase Document |
| 101.PRE | Inline XBRL Presentation Linkbase Document |
| 104 | The cover page to this Quarterly Report on Form 10-K has been formatted<br> in Inline XBRL |
Item 16. Form 10–K Summary.
Not applicable.
| 17 |
| --- |
SIGNATURES
In accordance with the requirements of the Securities Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LONDAX CORP. | |||
|---|---|---|---|
| Date: September 2, 2025 | By: | /s/ | Olegs Pavlovs |
| Name: | Olegs Pavlovs | ||
| Title: | President, Treasurer and Secretary<br><br> <br>(Principal Executive, Financial and Accounting<br> Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Olegs Pavlovs<br><br> <br>Olegs Pavlovs | President, Treasurer and Secretary<br><br> <br>(Principal Executive, Financial and Accounting<br> Officer) | September 2, 2025 |
| /s/ Georgi Loloshvili<br><br> <br>Georgi Loloshvili | Director | September 2, 2025 |
| /s/ Ani Vashakidze<br><br> <br>Ani Vashakidze | Director | September 2, 2025 |
| 18 |
| --- |
Exhibit 19
LONDAX CORP.
POLICY REGARDING INSIDER TRADING
Londax Corp. (the “Company”) is a public company whose common stock is quoted on the OTCQB Market and is registered under the Securities Exchange Act of 1934, as amended. As a public company, the Company files periodic reports and proxy statements with the Securities and Exchange Commission (the “SEC”). Investment by directors, officers and employees in the Company stock is generally desirable and encouraged. However, such investments should be made with caution and with recognition of the legal prohibitions against the use of confidential information by “insiders” for their own profit.
As a director, officer or employee of a public company, you have the responsibility not to participate in the market for the Company stock while in possession of material inside information about the Company. There are harsh civil and criminal penalties if you wrongly obtain or use such material, inside information when you are deciding whether to buy or sell securities, or if you give that information to another person who uses it in buying or selling securities. If you buy or sell securities while in possession of material, inside information, you will not only have to pay back any profit you made (or loss you avoided), but you could be found guilty of criminal charges, and face substantial fines or even time in prison. Additionally, the Company could be held liable for your violations of insider trading laws.
To avoid these harsh consequences, the Company has developed the following guidelines to briefly explain the insider trading laws and set forth procedures and limitations on trading by directors, officers and employees. However, these guidelines do not address all possible situations that you may face. In addition, you need to review and understand the Company’s Policy on Fair Disclosure to Investors that describes your obligations regarding the selective disclosure of confidential information to ensure compliance with SEC Regulation FD, which requires “fair disclosure” of material, non-public information.
Insider Trading Concepts
What is “Inside” Information?
Inside information includes any non-public information of which you become aware because of your “special relationship” with the Company as a director, officer or employee and which has not been disclosed to the public (i.e., is non-public). The information may be about the Company, Londax Corp. and or any other subsidiaries or affiliates. It may also include information you learn about another company (for example, companies that are current or prospective customers or suppliers to the Company or the Association or those with which the Company or the Association may be in negotiations regarding a potential transaction).
What is Material Information?
Information is material if a reasonable investor would think that it is important in deciding whether to buy, sell or hold stock, or if it could affect the market price of the stock. Either good or bad information may be material. If you are unsure whether the information is material, assume it is material.
Examples of material information typically include, but are not limited to:
| · | Financial or accounting problems; |
|---|---|
| · | Estimates of future earnings or losses; |
| · | Significant non-recurring gains or losses; |
| · | Events that could result in restating financial information; |
| · | A proposed acquisition, sale or merger; |
| · | Changes in directors or in key management personnel; |
| · | Beginning or settling a major lawsuit; |
| · | Changes in dividend policies; |
| · | Declaring a stock split; |
| · | A stock repurchase program; or |
| · | A stock or bond offering. |
What is Non-Public Information?
Non-public information is information that has not yet been made public by the Company. Information only becomes public when the Company makes an official announcement (in a publicly accessible conference call, in a press release or in SEC filings, for example) andthe investing public has had an opportunity to assimilate it.
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Trading Guidelines
| A. | Rules Applicable to All Directors, Officers and Employees. |
|---|
No director, officer or employee may trade any security, whether issued by the Company or by any other company, while in possession of “material inside information” about the issuer. Further, no director, officer or employee may disclose “material inside information” to any other person (including immediate family members, friends or stockbrokers) so that such other person may trade in the stock. It is usually safe to buy or sell stock after the information is officially announced, as long as you do not know of other material information that has not yet been announced. Even after the information is announced, you should generally wait one full trading day before buying or selling securities to allow the market to absorb the information.
This means the following with respect to any Association or Company employee benefit plans:
| · | 401(k) Plan. If the Association’s 401(k) plan permits participants to invest in Company common stock, an officer or employee having material inside information regarding the Company may not (i) initiate a transfer of funds into or out of the Company stock held within the 401(k) plan, or (ii) increase an existing election to invest funds in the Company’s stock. However, ongoing purchases of the Company’s stock through the plan pursuant to a prior election are not prohibited. |
|---|---|
| · | Other Company Stock Purchase Plans. A director, officer or employee having material inside information regarding the Company may not sign up for, or increase participation in, any employee stock purchase plan or dividend reinvestment plan. However, ongoing purchases through those plans pursuant to a prior election are not prohibited. |
| · | Stock Options. A director, officer or employee may exercise a stock option at any time, but any stock acquired upon such exercise may not be sold (whether by means of a cashless exercise or otherwise) if the employee has material inside information regarding the Company. At any time, however, an employee may deliver Company stock already owned to pay the option exercise price and taxes. |
This means the following with respect to hedging and other derivative transactions with respect to the Company’s securities:
| · | Hedging and Other Derivative Transactions. Pursuant to the Company’s Anti-Hedging Policy, no director, officer or employee of the Company or any of its subsidiaries (including Londax Corp. or any of his or her designees or related persons, may at any time purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s stock or other equity securities. |
|---|---|
| B. | Additional Guidelines Applicable to All Officers with the Title of Senior Vice President or Higher, All Directors, and All Persons in the Accounting Department (the “Restricted Group”). |
| --- | --- |
| 1. | Blackout Periods<br><br> <br><br><br> <br>Quarterly Blackout Periods.<br> No person in the Restricted Group may trade in Company securities during a blackout period that begins on the 20^th^ calendar day of the last month of each calendar quarter (i.e., on March 20, June 20, September 20 and December 20) and ends at the end of the first full trading day after the public release of the Company’s earnings for such quarter. The blackout period applies to (i) open<br> market purchases or sales, (ii) a sale of securities following exercise of a stock option (including a sale by way of a cashless exercise),<br> (iii) signing up for, or increasing participation in, any employee stock purchase plan or dividend reinvestment plan, and (iv) initiating<br> a transfer of funds into or out of the Company stock fund of a 401(k) plan or increasing an existing election to invest funds in any Company<br> stock fund. However, ongoing purchases through the 401(k) plan or other Company-sponsored or Association-sponsored plan pursuant to a<br> prior election are permitted at any time (i.e.,they are not subject to the blackout period).<br><br> <br><br><br> <br>Temporary Blackout Periods.<br> The Company may also institute temporary blackout periods in the event of a material corporate development. Notice of temporary blackout<br> periods will be distributed by means of a written or electronic communication specifying the duration of the blackout period and the persons<br> subject to it.<br><br> <br><br><br> <br>Written Plan Exception.<br> The limitations of the blackout periods shall not apply to trading in Company securities pursuant to a “written plan for trading<br> securities” provided that such plan was entered into before the start of the applicable blackout period, meets the requirements<br> of SEC Rule 10b5-1 and is approved in advance by the Company’s Board of Directors. See also Sections C.4 and C.5 below. |
| --- | --- |
| 2 |
| --- | | 2. | Selling Short. No person in the Restricted Group may at any time sell short Company stock or otherwise sell any equity securities of the Company that they do not own. Generally, a short sale means any transaction whereby one may benefit from a decline in the Company’s stock price. | | --- | --- | | 3. | Options. No person in the Restricted Group may at any time buy or sell options on Company securities (so called “puts” and “calls”) except according to a program approved by the Company’s Board of Directors or a trade cleared by the President and Chief Executive Officer. This restriction does not apply to the exercise of employee or director stock options, which is treated under Section A above. | | 4. | Margin Accounts and Pledges. Securities held in a<br> margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly,<br> securities held in an account which may be borrowed against or are otherwise pledged (or hypothecated) as collateral for a loan may be<br> sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale may occur at a time when the pledgor is aware<br> of material non-public information or otherwise is not permitted to trade in Company securities and, as a result, the pledgor may be subject<br> to liability under insider trading laws.<br><br> <br><br><br> <br>Therefore, you may not purchase Company securities on margin,<br> or borrow against any account in which Company securities are held, or pledge Company securities as collateral for a loan.<br><br> <br><br><br> <br>An exception to this prohibition may be granted where a<br> person wishes to pledge Company securities as collateral for a loan from a third party (not including margin debt from a securities broker)<br> and clearly demonstrates the financial capacity to repay the loan without resort to the sale of pledged securities. Any person who wishes<br> to pledge Company securities as collateral for a loan from a third party must submit a request for approval to the Company’s Board<br> of Directors at least two weeks before the execution of the documents evidencing the proposed pledge. | | C. | Additional Rules | | --- | --- | | 1. | Pre-Clearance and Reporting. Any trade of the Company’s securities by a director or executive officer, or a family member sharing the same household or a corporation or trust they control, must be pre-cleared with the Filing Coordinator identified in the Company’s Section 16 Compliance Program and must be reported promptly to the Filing Coordinator once made. If, upon requesting clearance, you are advised that Company stock may not be traded, you may not engage in any trade of any type under any circumstances, nor may you inform anyone of the restriction. You may re-apply for pre-clearance at a later date when trading restrictions may no longer be applicable. It is critical that you obtain pre-clearance of any trading to prevent both inadvertent short-swing profit or insider trading violations and to avoid even the appearance of an improper transaction (which could result, for example, when an officer engages in a trade while unaware of a pending major corporate development). | | --- | --- | | 2. | Options and Other Stock Plans. The sale of stock acquired upon an exercise of stock options and the transfer of funds into and out of the Company’s stock plans are subject to special rules. The Filing Coordinator should be contacted before any such transaction is conducted. | | 3. | Pension Fund Blackouts. The federal securities laws also require the Company to prohibit all purchases, sales or transfers of the Company’s securities by directors and executive officers during a pension fund blackout period. A pension fund blackout period exists whenever 50% or more of the plan participants are unable to conduct transactions in their accounts for more than three consecutive days. These blackout periods typically occur when there is a change in the retirement plan’s trustee, record keeper or investment manager. Directors and executive officers will be contacted when these or other restricted trading periods are instituted. | | 4. | Pre-Clearance for Rule 10b5-1 Plans. Directors and executive officers may not implement a trading plan under SEC Rule 10b5-1 at any time without prior clearance. Directors and executive officers may only enter into a trading plan when they are not in possession of material inside information. In addition, directors and executive officers may not enter into a trading plan during a quarterly blackout period, a temporary blackout period or a pension fund blackout period. Once a trading plan is pre-cleared, trades made pursuant to the plan will not require additional pre-clearance, but only if the plan specifies the dates, prices and amounts of the contemplated trades or establishes a formula for determining dates, prices and amounts. Transactions made under a trading plan must be promptly reported to the Filing Coordinator who will prepare the necessary Form 4. |
| 3 |
| --- | | 5. | Cooling-off Periods for Rule 10b5-1 Plans. Transactions under a Rule 10b5-1 trading plan may only begin after a “cooling-off” period: | | --- | --- | | · | For directors and executive officers, the cooling-off period is the later of (i) 90 days after the adoption of the trading plan or (ii) two business days following the disclosure of the Company’s financial results for the fiscal quarter in which the trading plan was adopted, whether disclosed in a Form 10-Q or Form 10-K, as applicable. | | --- | --- | | · | For persons who are not directors or executive officers, the cooling-off period is 30 days after adoption of the trading plan. |
| D. | Additional Rules Applicable to Mergers/Acquisitions. |
|---|
Whenever the Company is actively considering a particular company for merger, acquisition or for another significant business relationship (such as a joint venture) or whenever the Company is engaged in active discussion regarding the sale of control of the Company, all of the Company’s personnel involved in, or aware of, due diligence or other planning for or attention to the acquisition or business relationship should not trade in any of the Company’s securities and any securities of the other company without first contacting the Filing Coordinator, who may consult with outside counsel.
**Note:**This policy applies to personal securities transactions by the directors, officers and employees identified above, and also applies to:
| (a) | Transactions for accounts in which the director, officer or employee has an interest or an ability to influence transactions; and |
|---|---|
| (b) | Transactions by the director’s, officer’s or employee’s spouse or any other member of their household unless (i) the household member’s investment decisions are made independently of the director, officer or employee and (ii) the household member has not received inside information about the issuer of the security. |
| E. | Stock Repurchases by the Company. |
| --- | --- |
Although this policy does not restrict the Company from repurchasing its common stock, the Board of Directors has delegated to the Chief Executive Officer, or his designee(s), the authority and discretion to authorize the Company to purchase Company common stock pursuant to a Board-approved and currently effective stock repurchase program, including during a restricted trading period under this policy, provided that the President and Chief Executive Officer determines that the Company is not in possession of non-public material information that prohibits such purchases.
Confidentiality
Serious problems could develop for the Company by unauthorized disclosure of inside information about the Company, whether or not for the purpose of facilitating improper trading of the Company’s stock.
A. Confidentiality ofNon-Public Information.
Directors, officers and employees should not discuss internal matters or developments with anyone outside of the Company (including family members, securities analysts, individual investors, members of the investment community and news media), except as required in the performance of regular corporate duties. In addition, directors, officers and employees of the Company with knowledge of material, non-public information should only disclose such information to other Company personnel on a “need-to-know” basis so that the group of individuals with knowledge of material, non-public information is kept as small as possible.
All inquiries about the Company made by the financial press, investment analysts or others in the financial community, or by shareholders must be handled in accordance with the Company’s Policy on Fair Disclosure to Investors. If you have any doubt as to your responsibilities under this policy, you should seek clarification from the Disclosure Policy Compliance Officer before acting.
B. Prohibition AgainstInternet Disclosure
It is inappropriate for any unauthorized person to disclose Company information or to discuss the Company on the Internet, including in any forum or chat room where companies and their prospects are discussed. The posts in these forums are, in some cases, made by investors who are poorly informed, who have malicious intent or who intend to benefit their own stock positions. To avoid the disclosure of material, inside information, no director, officer or employee may discuss the Company or Company-related information in an Internet forum or chat room, regardless of the situation.
If you have any questions regarding this Policy, contact the Company’s Disclosure Policy Compliance Officer.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Shareholders and Board of Directors of Londax, Corp.
We consent to the use in the Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 of our report dated September 1, 2025, of the financial statements of Londax, Corp. as of May 31, 2025 and 2024, for the years ended May 31, 2025 and 2024. The report for Londax, Corp. includes an explanatory paragraph about the existence of substantial doubt about its ability to continue as a going concern.
/S/ Boladale lawal
BOLADALE LAWAL & CO
Chartered Accountant
PCAOB No:6993
Lagos, Nigeria
September 1, 2025
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 USC, ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Olegs Pavlovs, certify that:
| 1. | I have reviewed this report on Form 10-K of Londax Corp; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| --- | --- |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
| --- | --- |
Date: September 2, 2025
| /s/ Olegs Pavlovs |
|---|
| Olegs Pavlovs |
| Chief Executive Officer |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 USC, ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Olegs Pavlovs, certify that:
| 1. | I have reviewed this report on Form 10-K of Londax Corp; |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| --- | --- |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| --- | --- |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
| --- | --- |
Date: September 2, 2025
| /s/ Olegs Pavlovs |
|---|
| Olegs Pavlovs |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
In connection with the Annual Report of Londax Corp (the “Company”) on Form 10-K for the year ended May 31, 2025, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive and principal financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 2, 2025 | |
| --- | |
| /s/ Olegs Pavlovs | |
| Olegs Pavlovs | |
| Principal Executive Officer, Principal Financial and Accounting Officer |