Made In USA Inc 10-K for FY2025
Made In USA Inc. (USDW)
About this 10-K
Made In USA Inc filed this 10-K on May 29, 2025, covering the fiscal year ended February 28, 2025 (FY2025).
Headline figures
Fiscal year ended February 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $37.76K
- up 75.5% from $21.52K a year earlier
- Net loss
- $22.66K
- compared with a net loss of $6771 a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
or
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
Tel. +1-
Email: generaloffice@alixo-yolloo.com
(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: | ||||
| None | ||||
| (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, or a smaller reporting 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 | [ ] |
| [X] | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth 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.
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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
The aggregate market value of voting stock held by non-affiliates of the registrant, as of February 28, 2025, the last business day of
the registrant’s most recently completed fiscal year , was $
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 May 28, 2025.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Business. | 4 |
| Item 1A. | Risk Factors. | 5 |
| Item 1B. | Unresolved Staff Comments. | 5 |
| Item 1C. | Cybersecurity. | 6 |
| 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. | 6 |
| Item 6. | [Reserved] | 7 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 7 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 9 |
| Item 8. | Financial Statements and Supplementary Data. | 9 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 23 |
| Item 9A. | Controls and Procedures. | 23 |
| Item 9B. | Other Information. | 24 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 24 |
| PART III | ||
| Item 10. | Directors, Executive Officers, and Corporate Governance. | 25 |
| Item 11. | Executive Compensation. | 27 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 28 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 29 |
| Item 14. | Principal Accounting Fees and Services. | 29 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules. | 30 |
| Item 16. | Form 10–K Summary. | 30 |
| Signatures | 31 | |
3
PART I
Item 1. Business.
DESCRIPTION OF BUSINESS
General
Established in Nevada in 2019, Alixo-Yolloo Corporation specializes in providing music-recognition services through its mobile application called 'Alixo.' The application allows users to identify music tracks based on short samples recorded via their device's microphone. Alixo app is available for download on Google Play. A mobile application designed to help users identify music tracks based on short samples recorded via their device's microphone. The application utilizes advanced algorithms for music recognition, enabling users to quickly and easily discover new music. The app's functionality includes basic identification of music tracks, without involving reproduction or distribution of copyrighted material. On August 30, 2024, the company entered into the Database Acquisition Agreement for the purchase of the Proprietary Database, which employs advanced neural network technology to efficiently match recorded audio against a vast library of 50 million tracks.
Furthermore, Alixo-Yolloo Corporation offers an API rental service through its website for music recognition and listening applications. This service allows other applications to integrate music recognition functionality using the same neural network database employed by the Alixo app. API plans can be accessed through the website: https://alixo-yolloo.com/.
Corporate Organization
Alixo-Yolloo Corporation was incorporated under the laws of the State of Nevada, U.S. on January 17, 2019. Our Operational Office and Directors Location is maintained at: Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan and we can be reached via phone at +1-252-34-66-180.
Competitive strengths
We believe that the following strengths contribute to our success and differentiate us from our competitors:
| · | Our innovative software, including the use of audio imprint with 2D spectrogram, sets us apart from our competitors. This technology allows for fast and accurate music recognition, providing users with an efficient and user-friendly experience. |
| · | Our mobile application and API rental service provide a unique and comprehensive solution for music recognition and listening, making it easier for users to expand their media library and enjoy their favorite tracks with ease. |
| · | Our user-friendly interface, intuitive design, and efficient functionality make our mobile application and API rental service easy to use, ensuring a positive user experience. |
| · | Our commitment to data privacy and security sets us apart from competitors, as we employ robust security protocols to protect user information and maintain user trust. |
| · | Our competitive pricing for our API rental service, along with our revenue-sharing model with application developers, offers affordable and accessible solutions to a wide range of customers. |
| · | Our management is committed to constantly improving and evolving our technology to meet the changing needs of our users and to stay ahead of the competition. |
| · |
In the near future, our upcoming integration of artificial intelligence will enhance our competitive edge, offering personalized track recommendations tailored to users' preferences and search history.
|
4
Growth strategies
We intend to grow our business using the following key strategies:
• Further develop Alixo app to include new functions such as creating personal playlists, text search for songs, social function integration (social media), and song search history function.
• Generate revenue through API packages.
• Continuously improve and enhance the user experience of our products and services.
• Explore new markets and business opportunities globally.
• Increase brand awareness and marketing efforts through targeted advertising and partnerships.
• Expand our product offerings through strategic partnerships and acquisitions.
• Permanently monitor and adapt to changes in the industry and market trends.
• Invest in customer service and support to ensure high levels of customer satisfaction and retention.
• Expand our business globally by localizing our application in different languages and adapting it to regional market needs.
Regulation
As a company, we understand the importance of complying with all applicable regulations, rules, and directives of governmental authorities and agencies. While we do not anticipate any immediate government approvals or regulations impacting our business, we remain committed to maintaining compliance with all applicable laws and regulations in any jurisdiction where we conduct activities.
Regarding intellectual property, we currently have not obtained any copyrights, patents, or trademarks, and we do not anticipate filing any applications related to any assets over the next 12 months. However, we recognize the importance of protecting our intellectual property and may consider taking appropriate measures to do so in the future.
Employees
We are a development stage company and currently have no employees, other than our board of directors, Rassul Sadakbayev, Director and Roman Zhezhel who takes the position of the President, Treasurer, Secretary and Director.
Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable to smaller reporting companies.
5
Item 1C. Cybersecurity.
None.
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 him 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.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
MARKET INFORMATION
Our common stock is listed on the OTC Markets under the symbol 'ALXY’. While we have received the symbol, trading of our common stock on the OTC Markets has not yet commenced as of the date of this filing. There is no assurance that trading will commence or that an active trading market will develop.
HOLDERS
As of May 28, 2025, the Company had 6,695,000 shares of our common stock issued and outstanding held by our shareholders.
6
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
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.
During November 2023 the Company issued 25,000 shares of common stock for cash proceeds of $500 at $0.02 per share.
During December 2023 the Company issued 555,000 shares of common stock for cash proceeds of $11,100 at $0.02 per share.
During January 2024 the Company issued 185,000 shares of common stock for cash proceeds of $3,700 at $0.02 per share.
During February 2024 the Company issued 930,000 shares of common stock for cash proceeds of $18,600 at $0.02 per share.
As of February 28, 2025 and February 29, 2024, the Company had 6,695,000 and 6,695,000 shares issued and outstanding, respectively.
OTHER STOCKHOLDER MATTERS
None.
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations for the years ended February 28, 2025 and February 29, 2024:
Revenues
For the years ended February 28, 2025 and February 29, 2024, the Company generated total revenue of $37,760 having sold the Application Programming Interface (API) packages provided on its website and $21,518, respectively. The Company's revenue increased by $16,242, or 75%, compared to the prior year, primarily due to an overall increase in business activity and an expanded customer base.
7
Operating expenses
Total expenses for the year ended February 28, 2025 were $60,418 ($27,422 for the year ended February 29, 2024) consisting of general and administrative expenses. Expenses increased by $32,996, or 120%, for the year ended February 28, 2025, primarily driven by marketing expenses and software development expenses, reflecting the Company's strategic focus on growth.
Other Income (Expenses)
Total other expenses for the years ended February 28, 2025 and February 29, 2024 was $0 and $867, respectively. The other expenses included the loss on sale of the intangible asset.
Net Losses
The company recorded a net loss of $22,658 for the year ended February 28, 2025, and $6,771 for the year ended February 29, 2024. Despite the increase in revenue, the Company reported a net loss for the fiscal year ended February 28, 2025, as the growth of operating expenses exceeded the growth of revenue.
Liquidity and Capital Resources
As of February 28, 2025 we have cash reserves of approximately $13,861 ($9,073 as of February 29, 2024) and our liabilities are $111,064 ($79,998 as of February 29, 2024), comprising $27,150 accounts payable ($43,648 as of February 29, 2024), $10,880 deferred revenue ($0 as of February 29, 2024) and $73,034 ($36,350 as of February 29, 2024) owed to Rassul Sadakbayev, our director. The available capital reserves of the Company are not sufficient for the Company to remain operational.
Shareholders’ equity has decreased from $28,058 as of February 29, 2024 to $5,400 as of February 28, 2025.
The Company has accumulated a deficit of $33,500 as of February 28, 2025, compared to $10,842 as of February 29, 2024, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities for the year ended February 28, 2025, was $23,504 ($62,308 – for the year ended February 29, 2024). The Company moved from cash outflow to positive cash inflow, indicating an improvement in its ability to generate cash from its core business operations.
Cash flows from investing activities for the year ended February 28, 2025, was $55,400 ($10,000 - for the year ended February 29, 2024). The shift in investing activities indicated investment in long-term intangible assets.
Cash flows from financing activities for the year ended February 28, 2025, was $36,684 ($53,870 - for the year ended February 29, 2024). Financing activities showed an increase in cash inflows due to additional funds under a loan agreement with the Director of the Company.
Critical Accounting Policies and Significant Judgments and Estimates
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.
8
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company generates revenue by selling API packages.
The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are no additional performance obligations. The transaction price is fixed in the invoice. Payment is generally made prior to the services being provided. If deposits are received prior to services being rendered, the Company recognizes deferred revenue until the services are completed.
Recent Issued 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 and Need for Additional Capital
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 sufficient 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 shareholder.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
9
INDEX TO AUDITED FINANCIAL STATEMENTS
ALIXO-YOLLOO CORPORATION
FEBRUARY 28, 2025
| Page | |
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 6993) | 11-12 |
| Balance Sheets as of February 28, 2025 and February 29, 2024 | 13 |
| Statement of Operations for the years ended February 28, 2025 and February 29, 2024 | 14 |
| Statement of Stockholders' Equity for the years ended February 28, 2025 and February 29, 2024 | 15 |
| Statement of Cash Flows for the years ended February 28, 2025 and February 29, 2024 | 16 |
| Notes to the Condensed Financial Statements | 17 |
10
Report of the Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Alixo-Yolloo Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Alixo-Yolloo Corporation as of February 28, 2025 and February 29, 2024, and the related statements of operations, stockholders' equity, and cash flows for each of the two years in the period ended February 28, 2025 and February 29, 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 February 28, 2025 and February 29, 2024, and the results of its operations and its cash flows for each of the two years in the period ended February 28, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company incurred a net loss of $(22,658) and an accumulated deficit of $(33,500) as of February 28, 2025, the Company currently have limited revenue. The continuation of the Company as a going concern through February 28, 2025, 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
11
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.
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. Furthermore, the company have 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 from the Management. 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 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, 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, |
| (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
Chartered Accountants
(PCAOB ID
We have served as the Company's auditor since 2024
May 28, 2025
12
ALIXO-YOLLOO CORPORATION
BALANCE SHEETS
|
February 28, 2025 |
February 29, 2024 | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | $ | ||
| Account Receivable | ||||
| Prepaid Expenses | ||||
| Total Current Assets | ||||
| Intangible Assets, Net | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Accounts Payable | $ | $ | ||
| Deferred Revenue | ||||
| Related Party Loan | ||||
| Total Current Liabilities | ||||
| Stockholders’ Equity | ||||
Common Stock, $ par value, shares authorized, and shares issued and outstanding as of February 28, 2025 and February 29, 2024, respectively |
||||
| Additional Paid-In Capital | ||||
| Accumulated Deficit | ( |
( | ||
| Total Stockholders’ Equity | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | $ |
The accompanying notes are an integral part of these audited financial statements.
13
ALIXO-YOLLOO CORPORATION
STATEMENT OF OPERATIONS
|
Year ended February 28, 2025 |
Year ended February 29, 2024 | |||
| INCOME | ||||
| Sales | $ | $ | ||
| Total income | ||||
| Cost of goods sold | ||||
| Gross (Loss) profit | ||||
| EXPENSES | ||||
| General and administrative expenses | $ | $ | ||
| Total expenses | ||||
| Loss on sale of intangible asset | $ | $ | ||
| INCOME (LOSS) BEFORE TAX PROVISION | $ | ( |
$ | ( |
| INCOME TAX EXPENSE | ||||
| NET LOSS | $ | ( |
$ | ( |
| WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | ||||
| BASIC AND DILUTED NET LOSS PER SHARE | $ | ( |
$ | ( |
The accompanying notes are an integral part of these audited financial statements.
14
ALIXO-YOLLOO CORPORATION
STATEMENT OF STOCKHOLDERS’ EQUITY
Years ended February 28, 2025 and February 29, 2024
| Common Stock |
Additional Paid-in- |
Accumulated | |||||||
| Shares | Amount | Capital | Deficit | Total | |||||
|
Balance as of February 28, 2023 |
$ | $ | $ | ( |
$ | ||||
| Common shares issued for cash | |||||||||
| Net loss for the period | - | ( |
( | ||||||
|
Balance as of February 29, 2024 |
$ | $ | $ | ( |
$ | ||||
| Net loss for the period | - | ( |
( | ||||||
|
Balance as of February 28, 2025 |
$ | $ | $ | ( |
$ | ||||
The accompanying notes are an integral part of these audited financial statements.
15
ALIXO-YOLLOO CORPORATION
STATEMENTS OF CASH FLOWS
Years ended February 28, 2025 and February 29, 2024
|
Year ended February 28, 2025 |
Year ended February 29, 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net (loss) | $ | ( |
$ | ( |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Amortization | ||||
| Changes in operating assets and liabilities: | ||||
| Decrease (increase) in accounts receivable | ( | |||
| Decrease (increase) in prepaid expenses | ( | |||
| Increase (decrease) in accounts payable | ( |
|||
| Increase (decrease) in deferred revenue | ||||
| Net cash flows used in operating activities | $ | $ | ( | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Intangible assets | ( |
|||
| Net cash flows used in investing activities | $ | ( |
$ | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from the sale of common stock | ||||
| Proceeds from related-party loan | ||||
| Repayments on related-party loan | ( |
|||
| Net cash flows provided by financing activities | $ | $ | ||
| NET INCREASE (DECREASE) IN CASH | $ | $ | ||
| CASH, BEGINNING OF PERIOD | $ | $ | ||
| CASH, END OF PERIOD | $ | $ | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
| Cash paid for interest | $ | $ | ||
| Cash paid for income tax | $ | $ | ||
The accompanying notes are an integral part of these audited financial statements.
16
ALIXO-YOLLOO CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2025
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Alixo-Yolloo Corporation (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on January 17, 2019 (Inception). Alixo-Yolloo Corporation developed a mobile application 'Alixo'. A mobile application designed to help users identify music tracks based on short samples recorded via their device's microphone. Alixo-Yolloo Corporation offers an API rental service for music recognition to other applications, utilizing neural network databases for efficient identification of audio streams.
NOTE 2 - GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
The Company has generated limited revenues since inception
and incurred a loss of $22,658 and $
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a February 28 (29) fiscal year end.
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 instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Fair Value of Financial Instruments
ASC 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.
17
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 fair value due to their short-term maturity.
Software
The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility have been established.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Property and Equipment
Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company generates revenue by selling API packages.
The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are no additional performance obligations. The transaction price is fixed in the invoice. Payment is generally made prior to the services being provided. If deposits are received prior to services being rendered, the Company recognizes deferred revenue until the services are completed.
18
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes al potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period presented.
Recently Adopted Accounting Pronouncements
The Company adopted the provisions of ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” during the year ended February 28, 2025. This ASU requires additional disclosures regarding reportable segments and significant segment expenses, but does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The adoption of this new guidance did not have a significant impact on the Company’s results of operations, cash flows, or financial condition.
Recent Issued 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 other than those relating to Development Stage Entities discussed above.
NOTE 4 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. In July 2021 the Company issued 5,000,000 shares of its common stock at $0.001 per share for total proceeds of $5,000 to a related party (see NOTE 5).
During November 2023 the Company issued 25,000 shares of common stock for cash proceeds of $500 at $0.02 per share.
During December 2023 the Company issued 555,000 shares of common stock for cash proceeds of $11,100 at $0.02 per share.
During January 2024 the Company issued 185,000 shares of common stock for cash proceeds of $3,700 at $0.02 per share.
19
During February 2024 the Company issued 930,000 shares of common stock for cash proceeds of $18,600 at $0.02 per share.
As of February 28, 2025 and February 29, 2024, the Company had and 6,695,000 shares issued and outstanding, respectively.
NOTE 5 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.
As of February 28, 2025, the Company’s director
had advanced the Company $
In July 2021, the Company sold 5,000,000 shares of common stock at a price of $0.001 per share to its director.
NOTE 6 – INTANGIBLE ASSETS
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 amortizes these costs using the straight-line method over the remaining estimated economic life of the product.
During the year ended February 28, 2023, the Company acquired application code for $17,820 and song database for $17,000. In February 2024, the Company sold its database for $15,000. In August 2024, the Company acquired sound fingerprints database for $16,000. In February 2025, the Company acquired song database for $14,000.
During the year
ended February 29, 2024, the Company capitalized website development costs for $7,000. During the year ended February 28, 2025, the Company
capitalized website development costs for $
Amortization
expense of capitalized software and website development costs was $
The Company had the following intangible assets as of February 28, 2025 and February 29, 2024:
| As of February 28, 2025 | As of February 29, 2024 | |||
| Application Code | $ | 17,820 | $ | 17,820 |
| Song Database | 14,000 | - | ||
| Sound Fingerprints Database | 16,000 | - | ||
| Website Development Costs | 32,400 | 7,000 | ||
| Accumulated Amortization | (5,117) | (1,637) | ||
| Intangible Assets, Net | $ | $ | ||
20
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Contractual Commitments
The Company has entered into no contractual commitments as of February 28, 2025.
Litigation
The Company was not subject to any legal proceedings during the period from January 17, 2019 (Inception) to February 28, 2025 and no legal proceedings are currently pending or threatened to the best of our knowledge.
NOTE 8 – INCOME TAX PROVISION
Deferred Tax Assets
As of February 28, 2025, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $33,500 that may be offset against future taxable income through 2040. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $7,035 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax allowance is not applicable as of February 28, 2025.
Components of deferred tax assets are as follows:
|
Year Ended February 28, 2025 |
Year Ended February 29, 2024 | ||||||||
| Net Deferred Tax Asset Non-Current: | |||||||||
| Net Operating Loss Carry-Forward | $ | $ | |||||||
| Effective tax rate | 21 | % | 21 | % | |||||
| Expected Income Tax Benefit from NOL Carry-Forward | |||||||||
| Less: Valuation Allowance | ( |
( |
|||||||
| Deferred Tax Asset, Net of Valuation Allowance | $ | $ |
| ||||||
21
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the years ended February 28, 2025 and February 29, 2024 as follows:
|
Year Ended February 28, 2025 |
Year Ended February 29, 2024 | ||||
| Computed “expected” tax expense (benefit) | $ | ( |
$ | ( | |
| Change in valuation allowance | $ | $ | |||
| Actual tax expense (benefit) | $ | $ | |||
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from February 28, 2025 to the date the financial statements were issued and has determined that there are no items to disclose other than as described below.
On April 17, 2025, a new independent director, Yeleussiz Dyussimbekov, was appointed as member of the Board of Directors of Alixo-Yolloo Corporation.
22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There were changes in auditors from Gries and Associates, LLC to BF Borgers CPA PC in November 2023 and then from BF Borgers CPA PC to Boladale Lawal & Co in May 2024. The changes were made with no disagreements between the parties.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls 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 February 28, 2025. See material weaknesses discussed below in Management’s Annual Report on Internal Control over Financial Reporting.
Management’s Report on Internal Control over 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 February 28, 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 February 28, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
1. 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.
2. 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.
23
3. 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.
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 February 28, 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 Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended February 28, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
24
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS
Our executive officer's and director's and their respective ages are as follows:
| Name | Age | Positions |
|
Rassul Sadakbayev Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan |
45 | Director |
|
Roman Zhezhel Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan |
45 |
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
Mr. Sadakbayev has served as our Director since the inception of Alixo-Yolloo Corporation on January 17, 2019. Rassul Sadakbayev received an M.A. in Economics and Business in July 2004. Mr. Sadakbayev served as a senior manager at UpDiasevy LLC in Kazakhstan from 2004 to 2009. From 2010 to 2015. Mr. Sadakbayev held the position of the Head Financial Manager at Kapaidos Co. Since 2015 to the incorporation date, Mr. Sadakbayev has been acting as an independent business consultant for various companies in the Republic of Kazakhstan.
Roman Zhezhel holds a diploma from Aktobe College in Kazakhstan. He has received specialized training at the Schlumberger Training Center and Bj Services Company in Singapore, focusing on the Oil and Gas Industry. Mr. Zhezhel served as a field specialist for various energy companies in Kazakhstan from 2000 to 2010. Mr. Zhezhel has completed the Data Science Course from MIT Professional Education and obtained expertise in Machine Learning Engineering for Production (MLOps) through specialization. Mr. Zhezhel consistently enhances his knowledge and expertise to stay at the forefront of industry advancements. Mr. Zhezhel does not have any full-time employment or business ventures that require a material amount of his time outside of his duties at Alixo-Yolloo Corporation. As the President, Director, Treasurer, and Secretary of the company, Mr. Zhezhel is fully devoted to his responsibilities and is actively engaged in driving the operations and strategic direction of Alixo-Yolloo Corporation. Roman Zhezhel and Rassul Sadakbayev hold directorial roles at Alixo-Yolloo. Rassul Sadakbayev is in charge of the daily operational activities, including resource management and goal attainment. Roman Zhezhel focuses on the strategic oversight of product development and management within the company's operations. Initially, our board of directors intends to devote 40 hours a week to planning and organizing the activities of Alixo-Yolloo Corporation. As the company expands and attracts more customers, they agreed to commit forty hours per week to the business. Company's directors are responsible for all of its operations, including the development and promotion of the mobile app ‘Alixo’ and the Company´s website.
25
During the past ten years, our directors have not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Sadakbayev or Mr. Zhezhel were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Sadakbayev’s or Mr. Zhezhel’s involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
6. 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;
7. 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
8. 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 two members, Rassul Sadakbayev, and Roman Zhezhel, who do not qualify as independent directors. In addition, our board of directors has not made a subjective determination as to each director 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. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
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.
26
AUDIT COMMITTEE, COMPENSATION COMMITTEE, AND FINANCIAL EXPERT
We do not have an Audit Committee or Compensation Committee. Additionally, we have no persons currently receiving any compensation due to our start-up nature. Our president performs some of the same functions of an Audit Committee and Compensation Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements, and their audit report; reviewing management’s administration of the system of internal accounting controls, and determining all compensation amounts. The Company does not currently have a written audit committee charter or a compensation committee charter or any similar documents.
We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.
CODE OF ETHICS
The Company has not adopted a formal written code of ethics due to the small size of the organization and start-up nature.
Item 11. Executive Compensation.
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years February 28, 2025 and February 29, 2024:
|
Name and Principal Position |
Period |
Salary ($) |
Bonus ($) |
Stock Awards ($)* |
Option Awards ($)* |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation ($) |
All Other Compensation ($) |
Total ($) |
|
Rassul Sadakbayev, Director
|
2025
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Roman Zhezhel, Director, President, Secretary and Treasurer | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Our officers and directors have not received monetary compensation since our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member of our board of directors.
27
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of February 28, 2025 and February 29, 2024:
| Name | Period |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Opinion Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($)
|
Total ($) |
|
Rassul Sadakbayev
|
2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
|
Roman Zhezhel
|
2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table lists, as of the date of this form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
28
The percentages below are calculated based on 6,695,000 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
|
Title of class
|
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Common Stock |
| Common Stock |
Rassul Sadakbayev
Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan |
5,000,000 shares of common stock (direct) | 74.68% |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Rassul Sadakbayev is our director, control person and promoter and he shall receive no compensation for the placement of the offering.
On January 17, 2019, we offered and sold 5,000,000 shares of common stock to Mr. Sadakbayev, our Director, at a purchase price of $0.001 per share, for aggregate proceeds of $5,000.
Since January 17, 2019 to February 28, 2025, Mr. Sadakbayev has loaned the Company $88,034 and the Company made repayments of $15,000. In general Mr. Sadakbayev certify intention to loan to Alixo-Yolloo Corporation the amount of one hundred and fifty thousand U.S. dollars ($150,000). The loan does not have any term, carries no interest, and is not secured.
Item 14. Principal Accountant Fees and Services.
The following table sets forth the fees billed to our company for the years ended February 28, 2025 and February 29, 2024 for professional services rendered by Boladale Lawal & Co and the Company’s former independent auditors (BF Borgers CPA PC and Gries and Associates, LLC):
| Fees | 2025 | 2024 | |||
| Audit Fees | $ | 21,662 | $ | 22,200 | |
| Audit Related Fees | - | - | |||
| Tax Fees | - | - | |||
| Other Fees | - | - | |||
| Total Fees | $ | 21,662 | $ | 22,200 |
29
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Item 16. Form 10-K Summary.
None.
30
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.
| ALIXO-YOLLOO CORPORATION | ||
| Date: May 29, 2025 | By: | /s/ Roman Zhezhel |
|
Name: Roman Zhezhel Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting 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/ Roman Zhezhel Roman Zhezhel |
President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
May 29, 2025 | ||
|
/s/ Rassul Sadukbayev Rassul Sadukbayev |
Director | May 29, 2025 |
31
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Roman Zhezhel, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of ALIXO-YOLLOO CORPORATION; |
| 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 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; and |
| 5. | The registrant’s other certifying officer 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 (or 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 registrant’s internal control over financial reporting. |
Date: May 29, 2025
| /s/ Roman Zhezhel | |
Roman Zhezhel Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of ALIXO-YOLLOO CORPORATION (the “Company”) on Form 10-K for the period ending February 28, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Roman Zhezhel, Chief Executive Officer and Chief Financial Officer, certify, in the capacity and on the date indicated below, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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: May 29, 2025
| /s/ Roman Zhezhel | |
Roman Zhezhel Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |