LDXC 10-K
Londax Corp. (LDXC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
For the transition period from __________ to __________
Commission file number:
(Exact name of registrant as specified in its charter)
| 7371 | ||
| State or Other Jurisdiction of | Primary Standard Industrial | IRS Employer |
| Incorporation or Organization | Classification Code Number | Identification Number |
(
(Address and telephone number of principal executive offices)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| (Title of Class) | ||||
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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 ☐
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.
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).
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 ☐ |
Accelerated filer ☐ |
☒ |
Emerging growth company |
Smaller reporting company |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check
mark whether the registrant 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. $
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: common shares issued and outstanding as of September 1, 2026.
TABLE OF CONTENTS
| i |
PART I
Item 1. Business
Overview and Historical Business
Londax Corp. was incorporated in Wyoming on May 19, 2023. During the fiscal year ended May 31, 2026, the Company continued to operate as a development-stage technology company focused on IT consulting services and software development solutions. The Company’s historical principal product, londax.ai, includes customer relationship management, applicant tracking, recruiting workflow and out-staffing functionality. The Company has also developed websites, mobile applications, a CRM platform and an Interview Kit Generator program.
During the fiscal year, the Company’s principal executive office was located in Limassol, Cyprus. Following the fiscal year-end and the change in control described below, the Company relocated its principal executive offices and corporate books and records to 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.
Products and Technology
The Company’s technology has historically been delivered through web and mobile applications. Its CRM and recruiting workflow tools were designed to assist customers with job postings, applicant management, hiring stages, employee profiles and related workforce functions. The Company has used third-party cloud and software providers in connection with hosting and application functionality. Prior Company disclosures identified use of the OpenAI API for certain advertisement-generation functionality.
As of February 28, 2026, the Company’s capitalized intangible assets included website development, mobile application development, CRM platform development and its Interview Kit Generator program. The Company historically estimated a three-year useful life for these technology assets, subject to continued testing and improvement. The May 31, 2026 balances and useful-life disclosures are reflected in the audited financial statements included in Item 8.
Historical Revenue Model
The Company’s historical business plan contemplated revenue from software subscriptions, customization, data migration, training and consulting, integration, maintenance and support, and software upgrades and add-ons.
Fiscal 2026 Operating Results — Audited Results
The Company’s audited financial statements report fiscal 2026 revenue of $28,323, compared with $66,410 of revenue in fiscal 2025.
| 1 |
Strategic Transition After Fiscal Year-End
Following May 31, 2026, the Company underwent a change in control. On July 13, 2026, Alpha Investment Inc. completed the acquisition of 2,002,035 shares of the Company’s common stock. The transaction resulted in Alpha becoming the Company’s controlling shareholder. Transaction documents contemplated an aggregate purchase price of $700,000 for the broader share-purchase transaction.
In connection with the transition, Jon S. Cummings IV became the Company’s Chief Executive Officer, Treasurer, Secretary and sole director, and the Company relocated its principal executive offices to Cincinnati, Ohio. The Company is evaluating a strategic transition toward AI and digital infrastructure opportunities, including the potential development, financing, ownership and operation of power-intensive data-center and related infrastructure projects. These initiatives remain in planning and feasibility stages and are subject to site availability, power and utility validation, financing, permitting, regulatory approvals, commercial negotiations and definitive agreements.
On July 22, 2026, the Company filed an amendment to its Articles of Incorporation with the Wyoming Secretary of State relating to a corporate name change. The related FINRA and market-system corporate-action process remains pending. The Company’s common stock continues to be quoted under the symbol LDXC pending completion of that process.
Employees
As of May 31, 2026, the company has no employees.
Competition
The Company’s historical software business operates in highly competitive markets that include established CRM, recruiting, applicant-tracking and workforce-management providers, as well as smaller software developers. The Company’s prospective AI and digital infrastructure strategy, if implemented, would compete with developers, infrastructure funds, utilities, hyperscale data-center operators, technology companies and other providers of large-scale digital infrastructure. Many competitors have substantially greater financial, technical, operational and customer resources than the Company.
Government Regulation
The Company’s historical technology operations may be subject to privacy, data protection, cybersecurity, intellectual-property, consumer-protection, e-commerce, tax, sanctions, export-control and other laws and regulations. Prospective digital-infrastructure activities may additionally be subject to land-use, environmental, energy, utility, construction, permitting, financing and related regulation.
| 2 |
Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. The following material risks should be considered together with the other information contained in this Annual Report.
Limited operating history and recurring losses
The Company has a limited operating history, limited revenue and recurring losses. For the year ended May 31, 2026, the Company recorded a net loss of $37,343 and had no cash at year-end. The Company may not generate sufficient operating cash flow to fund its activities.
Going-concern uncertainty
The audited financial statements include going-concern disclosure. At May 31, 2026, the Company had no cash, an accumulated deficit of $40,622 and current liabilities of $44,035. These conditions raise substantial doubt about the Company’s ability to continue as a going concern without additional financing or other financial support.
Liquidity, creditor payment and related-party financing risk
At May 31, 2026, the Company had no cash and current liabilities of $44,035, including $37,741 of related-party loans and $5,298 of deferred income. The Company may be unable to pay creditors as obligations become due without additional financing or continued related-party support. There is no assurance that related-party support will continue or that external financing will be available on acceptable terms, and these conditions contribute to substantial doubt about the Company’s ability to continue as a going concern.
Strategic transition risk
The post-year-end transition toward AI and digital infrastructure is preliminary and may not produce completed projects, revenue or profitability.
Capital intensity
Large-scale data-center and power infrastructure projects may require substantial capital, site control, utility arrangements, permits, engineering, equipment and customer commitments.
Financing and dilution
The Company may require substantial additional financing, which may be unavailable or may dilute existing stockholders.
Dependence on key management and third parties
The Company relies on a small management team and third-party professional, technology and regulatory service providers.
OTC market liquidity and volatility
The Company’s common stock is quoted in the over-the-counter market and may be subject to limited liquidity, volatility and penny-stock rules.
Recent change in control and corporate actions
Recent changes in control, management, capitalization, legal name, trading symbol and other corporate actions may increase execution, governance and disclosure risks.
| 3 |
Internal-control limitations
A small staff may limit segregation of duties and financial-reporting resources and may contribute to material weaknesses or control deficiencies.
Cybersecurity and third-party systems
Cybersecurity incidents, cloud-provider disruptions, data breaches or failures of third-party systems could adversely affect operations.
Shell-status risk
The Company has historically reported as a non-shell while OTC Markets has displayed a Shell Risk flag. Brokers, market operators or regulators may independently assess shell-company issues.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Item 2. Properties
The Company did not own material real property during the fiscal year ended May 31, 2026. Following the change in control, the Company’s principal executive office is located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.
Item 3. Legal Proceedings
Based on the information available to current management, the Company was not a party to any material legal proceedings during the fiscal year ended May 31, 2026.
Item 4. Mine Safety Disclosures
Not applicable.
| 4 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s common stock continues to be quoted on the OTC market under the symbol LDXC. The Company has initiated corporate-action procedures relating to its legal name change and a corresponding trading-symbol change. The FINRA and market-system corporate-action process remains pending as of the date of this report.
Holders
As of September 1, 2026, there were 60 holders of record of the Company’s common stock.
Dividends
The Company has not declared cash dividends on its common stock and does not presently anticipate paying cash dividends in the foreseeable future.
Equity Compensation Plans
On July 23, 2026, after the fiscal year-end, the Company filed a registration statement on Form S-8 relating to 500,000 shares of common stock issuable under the Londax Corp. 2026 Equity Incentive Plan. As of September 1, 2026, 350,000 shares have been issued to consultants.
Recent Sales of Unregistered Securities
As of September 1, 2026, Alpha has been issued 2,768,865 additional restricted shares as consideration for management services, and 350,000 shares have been issued under the Londax Corp. 2026 Equity Incentive Plan. There are a total of 5,350,000 shares outstanding as of September 1, 2026.
Item 6. Reserved
As a smaller reporting company, Londax Corp. is not required to provide selected financial data under Item 301.
| 5 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read together with the audited financial statements and notes included in Item 8. The fiscal 2026 amounts below are derived from the final audited financial statements for the years ended May 31, 2026 and 2025.
Results of Operations
| FY2026 | FY2025 | $ Change | % Change | |
| Revenue | $28,323 | $66,410 | $(38,087) | (57.3)% |
| Cost of sales | $0 | $12,000 | $(12,000) | (100.0)% |
| Gross profit | $28,323 | $54,410 | $(26,087) | (47.9)% |
| Amortization & depreciation | $25,030 | $11,287 | $13,743 | 121.8% |
| General & administrative | $232 | $26,932 | $(26,700) | (99.1)% |
| Professional fees | $52,353 | $17,389 | $34,964 | 201.1% |
| Total expenses | $77,616 | $55,608 | $22,008 | 39.6% |
| Net ordinary loss | $(49,292) | $(1,198) | $(48,094) | n/m |
| Net other income | $11,949 | $0 | $11,949 | n/m |
| Net loss | $(37,343) | $(1,198) | $(36,145) | n/m |
Revenue
Revenue decreased by approximately $38,087, or 57.3%, to $28,323 in fiscal 2026 from $66,410 in fiscal 2025. The decrease was mainly due to a shift in the Company’s revenue model. In fiscal 2026, revenue was recognized from annual subscription services ratably over the subscription term, whereas the prior-year revenue was derived from a one-time service recognized when provided.
Cost of Sales and Gross Profit
Cost of sales was $0 in fiscal 2026 compared with $12,000 in fiscal 2025. Gross profit decreased to $28,323 from $54,410, primarily as a result of the decrease in revenue and the change in revenue model described above.
Operating Expenses
Total operating expenses increased approximately $22,008, or 39.6%, to $77,616 from $55,608. Amortization and depreciation increased to $25,030 from $11,287. General and administrative expense declined to $232 from $26,932. Professional fees increased to $52,353 from $17,389, including approximately $20,000 of DTC expense, $15,345 of other professional fees, $12,112 of audit fees, $3,398 of filing-agent fees and $1,498 of transfer-agent fees.
Other Income and Net Loss
Other income, net, was $11,949 in fiscal 2026, consisting principally of $12,000 of debt-forgiveness income offset by $51 of foreign-exchange loss. As a result, the Company recorded a net loss of $37,343 for fiscal 2026 compared with a net loss of $1,198 for fiscal 2025.
| 6 |
Liquidity and Capital Resources
At May 31, 2026, the Company had $0 in cash, $6,675 of prepaid expenses, total assets of $44,347 and current liabilities of $44,035. Current liabilities consisted of $996 of accounts payable, $5,298 of deferred income and $37,741 of related-party loans. At May 31, 2025, the Company had $10,606 in cash, total assets of $93,308 and total liabilities of $55,653.
| Balance Sheet Data: | 5/31/2026 | 5/31/2025 | ||||||
| Cash | $ | 0 | $ | 10,606 | ||||
| Prepaid expenses | $ | 6,675 | $ | 20,000 | ||||
| Intangible assets | $ | 37,672 | $ | 62,702 | ||||
| Total assets | $ | 44,347 | $ | 93,308 | ||||
| Current liabilities | $ | 44,035 | $ | 55,653 | ||||
| Total liabilities | $ | 44,035 | $ | 55,653 | ||||
| Stockholders’ equity | $ | 312 | $ | 37,655 | ||||
The Company’s ability to execute its business plan depends on operating cash flows, support from affiliates or related parties and access to additional financing. Its post-year-end AI and digital-infrastructure strategy may require substantially greater capital than its historical software operations.
| 7 |
Cash Flows
| Twelve Months | Twelve Months | |||||||
| Ended | Ended | |||||||
| May 31, | May 31, | |||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (37,343 | ) | $ | (1,198 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Amortization | 24,843 | 11,100 | ||||||
| Depreciation | 187 | 187 | ||||||
| Prepaid expenses | 13,325 | – | ||||||
| Software in development | – | 33,000 | ||||||
| Accounts payable | (50,376 | ) | 51,372 | |||||
| Deferred income | 5,298 | – | ||||||
| Cash Flows from Operating Activities | (44,067 | ) | 94,461 | |||||
| Cash Flows from Investing activities: | ||||||||
| Software development | – | (36,828 | ) | |||||
| Mobile app | – | (23,000 | ) | |||||
| Website | – | (11,200 | ) | |||||
| Cash Flows from investing activities | – | (71,028 | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Notes payable | – | (14,512 | ) | |||||
| Related party loans | 33,460 | 21 | ||||||
| Cash Flows from Financing Activities | 33,460 | (14,491 | ) | |||||
| Net increase (decrease) in cash | (10,606 | ) | 8,942 | |||||
| Cash and restricted cash at beginning of year | 10,606 | 1,664 | ||||||
| Cash and restricted cash at end of year | $ | (0 | ) | $ | 10,606 | |||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid during year for: | ||||||||
| Interest | $ | – | $ | – | ||||
| Income Taxes | $ | – | $ | – | ||||
| Schedule of Non-Cash Investing and Financing Activities: | ||||||||
| Distribution due to non-controlling interest | $ | – | $ | – | ||||
| Amortization of discount on redeemable preferred stock | $ | – | $ | – | ||||
Net cash used in operating activities was $44,067 for the year ended May 31, 2026, compared with $94,461 provided by operating activities in fiscal 2025. Fiscal 2026 operating cash flows reflected the $37,343 net loss, $25,030 of amortization and depreciation, $13,325 of prepaid-expense changes, a $50,376 reduction in accounts payable and a $5,298 increase in deferred income. Net cash provided by financing activities was $33,460, attributable to net advances received from related parties. The resulting net decrease in cash for fiscal 2026 was $10,606.
| 8 |
Going Concern
Future issuances of the Company’s equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses. The financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company used $44,067 in cash from operations, and incurred a net loss of $37,343 during the year ended May 31, 2026. The Company has an accumulated deficit of $40,622 as of May 31, 2026, and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. Securing additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. At May 31, 2026, the Company had no cash, stockholders’ equity of $312, and $37,741 of related-party loans payable upon request. The Company’s ability to fund its obligations and sustain operations over the next twelve months depends on generating sufficient revenue and obtaining additional financing, which may include continued support from related parties and/or debt or equity financing. Management intends to seek additional funds through private or public offerings. There can be no assurance that additional financing or related-party support will be available on acceptable terms or at all.
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
Critical Accounting Policies and Estimates
Significant accounting areas have historically included revenue recognition, capitalization and amortization of software and website development costs, fixed assets and related-party transactions.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required for a smaller reporting company.
| 9 |
Item 8. Financial Statements and Supplementary Data
| 10 |
Report of Independent Registered Public Accounting Firm
To 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, 2026 and 2025, and the related statements of operations, changes in stockholders’ equity and cash flows for each of the two years in the period ended May 31, 2026 and 2025, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2026 and 2025, 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 $(40,622), and a negative working capital of $(37,360). 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. 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.
| 11 |
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 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.
| 1. | We inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the Company’s ability to continue as a going concern, | |
| 2. | We evaluated management’s plan for addressing the adverse effects of the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Company’s ability to generate sufficient cash flow, | |
| 3. | We assessed the possibility of raising additional debt or credit, | |
| 4. | We evaluated the completeness and accuracy of disclosures in the financial statements. |
/S/ Boladale Lawal
(Chartered Accountants)
(PCAOB ID
We have served as the Company’s auditor since 2024.
September 15, 2026
| F-1 |
LONDAX CORP.
Balance Sheets
(Audited)
| As of | As of | |||||||
| May 31, 2026 | May 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Fixed Assets, Net | ||||||||
| Mobile App, Net | ||||||||
| Software Development Costs, Net | ||||||||
| Website | ||||||||
| Total other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable | $ | $ | ||||||
| Deferred income | ||||||||
| Related Party Loan | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of May 31, 2026 and May 31, 2025, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statements.
| F-2 |
LONDAX CORP
Statements of Operations
| Twelve Months | Twelve Months | |||||||
| Ended | Ended | |||||||
| May 31, 2026 | May 31, 2025 | |||||||
| (Audited) | (Audited) | |||||||
| Income: | ||||||||
| Revenue | $ | $ | ||||||
| COGS | ||||||||
| Total Income | ||||||||
| – | – | |||||||
| General and Administrative Expenses: | ||||||||
| Amortization and depreciation | ||||||||
| General & administrative expenses | ||||||||
| Professional fees | ||||||||
| Total General and Administrative Expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income/(Expenses): | ||||||||
| Debt forgiveness | ||||||||
| Foreign exchange loss | ( | ) | ||||||
| Total Other Income/(Expenses) | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Basic and Diluted Loss Per Share | $ | ) | $ | ) | ||||
| Basic and Diluted Weighted Average Number of | ||||||||
| Common Shares Outstanding | ||||||||
The accompanying notes are an integral part of these audited financial statements.
| F-3 |
LONDAX CORP
Statement of Changes in Stockholders’ Equity (Deficit)
For the Twelve Months Ended May 31, 2026 and 2025
| Common Stock | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, May 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | ( | ) | $ | ( | ) | ||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Return of founders shares on separation | ( | ) | ( | ) | $ | |||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, May 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these audited financial statements.
| F-4 |
LONDAX CORP
Statements of Cash Flows
For the twelve months ended May 31, 2026 and 2025
| Twelve Months | Twelve Months | |||||||
| Ended | Ended | |||||||
| May 31, | May 31, | |||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Amortization | ||||||||
| Depreciation | ||||||||
| Prepaid expenses | ||||||||
| Software in development | ||||||||
| Accounts payable | ( | ) | ||||||
| Deferred income | ||||||||
| Cash Flows from Operating Activities: | ( | ) | ||||||
| Cash Flows from investing activities | ||||||||
| Software development | ( | ) | ||||||
| Mobile app | ( | ) | ||||||
| Website | ( | ) | ||||||
| Cash Flows from investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Notes payable | ( | ) | ||||||
| Related party loans | ||||||||
| Cash Flows from Financing Activities: | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash and restricted cash at beginning of year | ||||||||
| Cash and restricted cash at end of year | $ | ( | ) | $ | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid during year for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
| Schedule of Non-Cash Investing and Financing Activities: | ||||||||
| Distribution due to non-controlling interest | $ | $ | ||||||
| Amortization of discount on redeemable preferred stock | $ | $ | ||||||
The accompanying notes are an integral part of these audited financial statements.
| F-5 |
LONDAX CORP.
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED MAY 31, 2026
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.
During the fiscal year, the Company’s principal executive office was located in Limassol, Cyprus. Following the fiscal year-end and the change in control described below, the Company relocated its principal executive offices and corporate books and records to 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.
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 deficit of $
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
The Company’s year-end is May 31.
| F-6 |
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.
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 common
shares for consideration of $
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company derives revenue primarily from subscription fees for access to its cloud-based CRM platform and from customization services provided to certain customers on a project basis. Subscription revenue is recognized ratably over the contractual service period because customers simultaneously receive and consume the benefits of the Company’s services as the services are performed. Amounts billed in advance are recorded as deferred income and recognized as revenue over the period of service. Customization services are recognized when the related performance obligations are satisfied, which may be over time or upon completion depending on the nature of the services and whether the services are distinct from the subscription arrangement. When contracts include multiple performance obligations, the transaction price is allocated based on relative standalone selling prices.
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 , which is the remaining estimated economic life of the costs.
Fair Value of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
| F-7 |
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.
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, 2026 or 2025, there were potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
In November 2023, the FASB issued 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. The Company operates and manages its business as reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
| F-8 |
NOTE 4 – FIXED ASSETS
As of May 31, 2026, our
fixed assets were comprised of $
NOTE 5 – INTANGIBLE ASSETS
|
||||
| Date | Asset | Recorded Value | FY2026 Amortization |
FY2025 Amortization |
| ACQUIRED WEBSITE | ||||
| ADVERTISING WEBSITE | ||||
| MOBILE APP WEBSITE | ||||
| IOS MOBILE APP | ||||
| ANDROID MOBILE APP | ||||
| CRM | ||||
| INTERVIEW KIT | ||||
In August 2023 the Company acquired
a website for $
In November 2024 the Company completed
the development of another website to advertise its services. The total cost of the website development was $
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 $
In February 2025 the Company completed
the development of mobile application. The total cost of the mobile application development was $
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
$
| F-9 |
The Company has developed its Customer
Relationship Management (CRM) platform. The total cost of the CRM platform is $
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 $
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, 2026 and 2025 was $
NOTE 7 – RELATED PARTY LOAN
As of May 31, 2026 and 2025,
the Company owed $
NOTE 8 – DEFERRED INCOME
No deferred income was recorded for the year ended May 31, 2025.
As of May 31, 2026, the Company recorded
$
| F-10 |
NOTE 9 – COMMON STOCK
The Company has , $ par value shares of common stock authorized.
On May 31, 2023 the Company issued shares
of common stock to our president for consideration of $
In January 2024 the Company issued shares
of common stock for consideration of $
In February 2024 the Company issued shares
of common stock for consideration of $
In March 2024 the Company issued shares
of common stock for consideration of $
On July 31, 2025, Olegs Pavlovs, president and director of Londax Corp., decided to cancel 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.
There were and shares of common stock issued and outstanding as of May 31, 2026 and 2025.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Our president have agreed to provide her own premise under office needs. He will not take any fee for these premises; it is for free use.
NOTE 11 – INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company is using the U.S. federal income tax rate of 21%.
The provision for Federal income tax consists of the following May 31:
| 2026 | 2025 | |||||||||||||||
| $ | % | $ | % | |||||||||||||
| Federal income tax benefit attributable to: | ||||||||||||||||
| Current | $ | ( | ) | $ | ( | ) | ||||||||||
| Change in valuation allowance | - |
- |
||||||||||||||
| Effective | $ | $ | ||||||||||||||
| F-11 |
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| 2026 | 2025 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | ( | ) | $ | ( | ) | ||
| Less: valuation allowance | ||||||||
| Net deferred tax asset | $ | $ | ||||||
At May 31, 2026, the Company had net operating loss carry forwards
of approximately $
ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
The Company files income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of May 31, 2026, the Company had no accrued interest or penalties related to uncertain tax positions.
NOTE 12 – SUBSEQUENT EVENTS
In July 2026, Alpha Investment Inc. purchased 2,002,035 shares of Londax and took control of the company. Jon S. Cummings IV was appointed as CEO, Chairman of the Board, Treasurer, Secretary and sole director.
In July 2026 the resigning president and board of directors indemnified Alpha Investment Inc. and along with prepaid expenses and intangible assets assumed liability for deferred revenue and related party debt, the difference of $1,308 written to equity.
In July 2026 the company approved 500,000 free trading shares as part of the Londax 2026 Employee Incentive plan, and issued 350,000 shares to contractors.
In August 2026, Alpha Investment Inc, received 2,768,865 shares of restricted stock.
As of September 1, 2026, the Company had 5,350,000 shares of common stock issued and outstanding.
In accordance with ASC 855-10, the Company has evaluated subsequent events through the date these financial statements were issued. The Company has disclosed above the material subsequent events identified through that date.
| F-12 |
Item 9. Changes in and Disagreements With Accountants 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 Company and either accounting firm in connection with the change.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of May 31, 2026, our Chief Executive Officer (our principal executive, financial and accounting officer) conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures; as is defined in Rule 13a-15(e) of Exchange Act. We recognize that there are material weaknesses related to our internal controls. Therefore, our Chief Executive Officer (our principal executive, financial and accounting officer) has concluded that our disclosure controls and procedures were not effective, as of the end of the period covered by this Annual Report on Form 10-K. This includes ensuring that information required to be disclosed was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Furthermore, to provide reasonable assurance that information required to be disclosed is accumulated and communicated as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our Chief Executive Officer (our principal executive, financial and accounting officer) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. We have designed our internal controls to provide reasonable assurance that our financial statements are prepared in accordance with generally accepted accounting principles in the United States and include those policies and procedures that:
| · | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets; | |
| · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and | |
| · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Our Chief Executive Officer (our principal executive, financial and accounting officer) conducted an evaluation of the effectiveness of our internal controls over financial reporting as of May 31, 2026. In making this evaluation, the Chief Executive Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control — Integrated Framework.
Based on this evaluation, our Chief Executive Officer (our principal executive, financial and accounting officer) has concluded that our internal controls over financial reporting were not effective as of the end of the period covered in this Annual Report on Form 10-K. The Chief Executive Officer (our principal executive, financial and accounting officer) has concluded that the financial statements included in this report fairly present in all material respects our financial position and results of operations.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. The Chief Executive Officer’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.
| 11 |
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a control deficiency or a combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our Chief Executive Officer (our principal executive, financial and accounting officer) has concluded that, as of May 31, 2026, we did not maintain effective controls over the preparation, review, presentation and disclosure of our financial statements. Specifically, we noted the following.
| · | the Company did not maintain effective controls to identify and maintain segregation of duties to support the identification, authorization, approval, accounting for, and the disclosure of related-party transactions and significant unusual transactions. Specifically, one individual, the Chief Executive Officer, initiates related-party transactions and non-routine transactions. This Chief Executive Officer also reviews, evaluates, and approves these same transactions. | |
| · | the Company has not established a well-defined process for financial reporting. The process and its key attributes (e.g., overall timing, methodology, format, and frequency of analyses) are not formally documented, approved, or reviewed on a regular basis. Specifically, several instances of transactions were not properly recorded and the lack of timely reconciliations of account balances effected by the improperly recorded transactions. | |
| · | the Company does not have accounting policies and procedures to specify the correct treatment for estimating the allowance for doubtful accounts and bad debt expense of loans receivable. Specifically, a supporting analysis is not prepared for estimating the allowance for loan losses and bad debt expense. |
Plan for Remediation of Material Weakness
We anticipate, contingent on cash funds available, that actions will be taken to strengthen the Company’s internal control over financial reporting and will, over time, address the related material weakness. However, because many of the controls in the Company’s system of internal controls rely extensively on manual review and approval, the successful operation of these controls may be required for several quarters prior to management being able to conclude that the material weakness has been remediated.
Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, 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. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There have been no other changes in our internal control over financial reporting that occurred during our fiscal year ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
| 12 |
Item 9B. Other Information
Post-Year-End Change in Control and Management
On July 13, 2026, Alpha Investment Inc. completed the acquisition of 2,002,035 shares of the Company’s common stock. Former officers and directors resigned and Jon S. Cummings IV was appointed Chief Executive Officer, Treasurer, Secretary and sole director. The Company reported the change in control and management changes on Form 8-K and subsequently filed an amendment addressing director-resignation disclosure.
Post-Year-End Corporate Name Change
On July 22, 2026, the Company filed Articles of Amendment with the Wyoming Secretary of State relating to a corporate name change. The Company has been coordinating the related transfer-agent, FINRA and market-system actions. The Company’s common stock continues to be quoted under the symbol LDXC pending completion of that process.
Post-Year-End Equity Plan and Registration Statement
On July 23, 2026, the Company filed a Form S-8 to register 500,000 shares of common stock for issuance under its 2026 Equity Incentive Plan.
Other Post-Year-End Capitalization Actions
In July 2026 the company approved 500,000 free trading shares as part of the Londax 2026 Employee Incentive plan through its S-8 filing with the SEC, and issued 350,000 shares to contractors.
In August 2026, Alpha Investment Inc, received 2,768,865 shares of restricted stock.
As of September 1, 2026, the Company had 5,350,000 shares of common stock issued and outstanding.
Based on the records available to current management, during
the quarter ended May 31, 2026, no director or officer of the Company
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
| 13 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Current Executive Officer and Director
Jon S. Cummings IV, age 57, serves as the Company’s Chief Executive Officer, Treasurer, Secretary and sole director. Mr. Cummings founded Omega Commercial Finance Corporation and has served as its Chief Executive Officer and Chairman for more than five years. He led Omega’s initial public listing in 2008. In 2017, Omega acquired Alpha Investment Inc., and since September 2025 Mr. Cummings has served as Alpha’s Chief Executive Officer and director. His experience includes public-company management, strategic transactions, structured finance, commercial real estate finance, capital markets and approximately seventeen years of prior commercial construction management.
Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by or paid to our executive officers for 2026, 2025, and 2024.
SUMMARY COMPENSATION TABLE
|
Name and principal position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards (#) |
Option Awards (#) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) | |||||||||
| Jon S. Cummings IV | 2026 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
| Giorgi Loloshvili | 2026 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
| 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Employment Agreements
The Company is presently not party to an employment agreement with its executive officer.
Based on the records available to current management, the Company’s board of directors has not adopted any formal policy, predetermined schedule, or plan governing the timing of option or stock appreciation right grants. Accordingly, current management is not aware of any set practice as to when such awards are granted.
Based on the records available to current management, during the last completed fiscal year the Company did not grant any options or stock appreciation rights to named executive officers within the period beginning four business days before and ending one business day after the disclosure of material nonpublic information. Therefore, the tabular disclosure required by Item 402(x)(2) of Regulation S-K is not applicable.
| 14 |
Outstanding Equity Awards at Fiscal Year-End Table
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards outstanding as of May 31, 2026, 2025, 2024, and 2023 for our executive officers.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||
| Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Shares of Stock That Have Not Vested (#) |
Market Value of Shares or Shares of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#) | |||||||||
| Jon S. Cummings IV | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
| Giorgi Loloshvili | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Compensation of Directors Table
The table below summarizes all compensation paid for our last completed fiscal year to each of our directors.
| 15 |
DIRECTOR COMPENSATION
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) | |||||||
| Giorgi Loloshvili | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
| Jon S. Cummings IV | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Narrative Disclosure to the Director Compensation Table
We currently do not compensate our directors for their services as such. When we expand our board to include “independent” directors we intend to implement a plan and compensate them with a combination of cash and stock option awards, depending on our financial resources at that time.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of the date of this annual report, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group. Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 201 E. Fifth St., Suite 1900, Cincinnati, OH 45202.
| Names and addresses | Number of shares of common stock beneficially owned (#) | Percentage of Voting Power(1) | ||||||
| Directors and executive officers: | ||||||||
| All executive officers and directors as a group (one person) | 0 | 0.0 | ||||||
| Other 5% percent beneficial owners: | ||||||||
| Alpha Investment Inc. | 4,770,900 | (2) | 89.18% | (2) | ||||
Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.
| (1) | Based on 5,350,000 Shares outstanding, each having one vote per Share, as of the filing date of this annual report. |
| (2) | Alpha holds 1,002,035 unrestricted shares and 3,768,865 restricted shares for a total of 4,770,900 shares of common stock. Calculation based on 5,350,000 shares issued and outstanding. |
| 16 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
As of May 31, 2026, the Company owed $37,741 to its then-president for working-capital advances, payable upon request. Jon S. Cummings IV currently serves as the Company’s Chief Executive Officer, Treasurer, Secretary and sole director. The Company does not currently have any independent directors.
Item 14. Principal Accountant Fees and Services
The following table summarizes fees billed by Boladale Lawal & Co. for professional services for the fiscal years ended May 31, 2026 and May 31, 2025. The amounts disclosed relate to the annual audits and quarterly reviews.
| Fee Category | FY2026 | FY2025 |
| Audit Fees | $12,112 | $13,749 |
| Audit-Related Fees | $0 | $0 |
| Tax Fees | $0 | $0 |
| All Other Fees | $0 | $0 |
| Total | $12,112 | $13,749 |
Pre-Approval Policy. The Board of Directors performs the functions normally assigned to an audit committee with respect to the engagement of the independent registered public accounting firm. Management confirms that all such services were pre-approved.
| 17 |
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
(a)(2) Financial Statement Schedules
Schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or notes thereto.
(a)(3) Exhibits
* Previously Filed.
Item 16. Form 10-K Summary
None.
| 18 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LONDAX CORP. | |||
| Date: September 15, 2026 | By: | /s/ | Jon S. Cummings IV |
| Name: | Jon S. Cummings IV | ||
| Title: |
Chief Executive Officer, Treasurer, Secretary and Director | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Jon S. Cummings IV Jon S. Cummings IV |
Chief Executive Officer and Director |
September 15, 2026 |
| 19 |