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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

   
   
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  FOR THE QUARTERLY PERIOD ENDED July 31, 2014
   
OR  
   
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 333-183797

 

GILAX, CORP.

(Exact name of registrant as specified in its charter)

 

 

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

 

   

68-0682040

(IRS Employer Identification Number)

1044

(Primary Standard Industrial Classification Code Number)

 

 

6955 N Durango Drive Suite 1115-240

Las Vegas, NV 89149

(702) 843-0442

 

____________________________

 (Address and telephone number of principal executive offices)

 

 

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days.


YES [X] NO [_]

 

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [_]

Accelerated filer [_]

Non-accelerated filer [_]

Smaller reporting company [X]

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 3,230,000 as of September 22, 2014.

 

 

 
 

 

TABLE OF CONTENTS

 

 

 

     
PART I FINANCIAL INFORMATION  
Item 1 Financial Statements (Unaudited) 3
  Balance Sheets 3
  Statements of Operations 4
  Statements of Cash Flows 5
  Notes to Financial Statements 6
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3.  Quantitative and Qualitative Disclosures About Market Risk 9
Item 4. Controls and Procedures 10
PART II OTHER INFORMATION  
Item 1. Legal Proceedings 10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of   Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits 11
  Signatures 11

 

 

 

2
 

 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

 

  July 31, 2014   APRIL 30, 2014 
ASSETS 
Current Assets          
Cash and cash equivalents  $276   $276 
Total current assets   276    276 
Total assets  $276   $276 
LIABILITIES AND STOCKHOLDERS’ DEFICIT 
Current  Liabilities 
Accounts payable  $25,858   $11,358 
Accounts Payable- Related Party   5,000    2,000 
Loan from Shareholder   88,966    81,840 
Advances   17,871    17,871 
Total current liabilities   137,695    113,069 
Total liabilities  $137,695   $113,069 
Stockholders’ Deficit 
Common stock, $0.001 par value, 75,000,000 shares authorized; 3,230,000 shares issued and outstanding as of July 31, 2014 and April 30, 2014     3,230       3,230  
Additional paid-in-capital   21,170    21,170 
Deficit accumulated during the development stage   (161,819)   (137,193)
Total stockholders’ deficit   (137,419)   (112,793)
Total liabilities and stockholders’ deficit  $276   $276 

 

 

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

 

 

 

3
 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three months

ended

July 31, 2014

  

Three months

ended

July 31, 2013

   For the period from inception (May 17, 2011) to July 31, 2014 
Revenues  $   $   $ 
Expenses               
General and administrative expenses   24,626    6,972    161,819 
Net loss from operations   (24,626)   (6,972)   (161,819)
Net loss  $(24,626)  $(6,972)  $(161,819)
Loss per common share – Basic and Diluted  $(0.01)  $(0.00)     
Weighted Average Number of Common Shares Outstanding-Basic and Diluted   3,230,000    3,230,000      

 

 

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

 

 

4
 

 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three months

ended

July 31, 2014

  

Three months

ended

July 31, 2013

  

For the

period from

inception

(May 17, 2011)

July 31, 2014

 
Operating Activities               
Net loss  $(24,626)  $(6,972)  $(161,819)
Decrease (Increase) in Operating Assets:               
Prepaid Expenses       2,000     
Increase (Decrease) in Operating Liabilities:               
Accounts Payable   14,500        25,858 
Accounts Payable – Related Party   3,000        5,000 
Net cash used in operating activities   (7,126)   (4,972)   (130,961)

 

Financing Activities

               
Proceeds from sale of common stock           24,400 
Proceeds from Shareholder Loan   7,126    4,700    88,966 
Proceeds from advances           17,871 
Net cash provided by financing activities   7,126    4,700    131,237 
Net change in cash and equivalents       (272)   276 
Cash and equivalents at beginning of the period   276    282     
Cash and equivalents at end of the period  $276   $10   $276 
Supplemental cash flow information:               
Cash paid for:               
Interest   $   $   $ 
Taxes   $   $   $ 

 

 

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

 

 

5
 

GILAX, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

July 31, 2014

(Unaudited)

 

NOTE 1 - BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ended April 30, 2015.

 

Organization and Description of Business.

 

GILAX, CORP. (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2011 and intended to commence operations in the distribution of railway ties in North America. On October 25, 2013 Seidenschnur Verwaltungs AG purchased 2,500,000 shares of restricted stock of Gilax Corp., representing 77% of the shares in the Company from Aleksandr Gilev, its Director, for $150,000 in cash. On October 25, 2013 Aleksandr Gilev resigned his official position as Director of the Corporation. New Directors of the Corporation, changed business direction into acquiring various mineral properties that have the potential to yield high returns. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”  Since inception through July 31, 2014 the Company has not generated any revenue and has accumulated losses of $161,819.

 

Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since inception resulting in an accumulated deficit of $161,819 as of July 31, 2014 and further losses are anticipated in the development of its business.  Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.  

 

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.  

 

NOTE 2 – COMMON STOCK

 

The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. On February 21, 2012, the Company issued 2,500,000 shares of its common stock at $0.001 per share for total proceeds of $2,500. For the year ended April 30, 2013, the Company issued 730,000 shares of common stock at a price of $0.03 per share for total cash proceeds of $21,900. As of July 31, 2014, the Company has outstanding 3,230,000 shares of its common stock.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

For the period from inception on May 17, 2011 to July 31, 2014, a former shareholder advanced the Company $17,871. As of July 31, 2014, the total amount was $17,871. The advance is non-interest bearing, due upon demand and unsecured.

 

From inception (May 17, 2011) to July 31, 2014 a shareholder loaned the company $88,966. The loan bears interest at 3% annum, due on September 15, 2014, and unsecured. At the holder’s option the holder may convert all or part of the outstanding principal balance and accrued interest into common stock of the Company at a conversion price equal to $0.003 per share at any time. This loan is now in default. It is due upon demand and accrues 16% interest on default with a 10% default penalty accrual for the unpaid balance per the agreement carrying forward.

 

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

6
 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

INTRODUCTION

 

Gilax, Corp. was incorporated in the State of Nevada on May 17, 2011 and established a fiscal year end of April 30. The Company intended to commence operations in the distribution of railway ties in North America. On October 25, 2013 new Directors of the Corporation, changed business direction into acquiring various mineral properties that have the potential to yield high returns.

 

RESULTS OF OPERATION

 

We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

  

7
 

THREE MONTH PERIOD ENDED July 31, 2014 COMPARED TO THREE MONTH PERIOD ENDED July 31, 2013

 

Our net loss for the three-month period ended July 31, 2014 was $24,626 compared to a net loss of $6,972 during the three-month period ended July 31, 2013. During the three-month periods ending July 31, 2014 and 2013, we did not generate any revenue.

 

During the three month period ended July 31, 2014, we incurred general and administrative expenses of $24,626 compared to $6,972 incurred during the three-month period ended July 31, 2014 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

 


LIQUIDITY AND CAPITAL RESOURCES

 

THREE MONTH PERIOD ENDED JULY 31, 2014  

 

As of July 31, 2014, our current assets were $276 compared to $276 in current assets at April 30, 2014. Current assets were comprised of $276 in cash. As of July 31, 2014, our current liabilities were $137,695. Current liabilities were comprised of $88,966 in loans from shareholder, $25,858 in accounts payable, $5,000 in accounts payable related party, and $17,871 in advances.

 

Stockholders’ deficit increased from $112,793 as of April 30, 2014 to $137,419 as of July 31, 2014.   

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. For the three-month period ended July 31, 2014, net cash flows used in operating activities was $7,126 consisting of a net loss of $24,626, increase in accounts payable of $14,500, and increase in accounts payable related party of $3,000. Net cash flows used in operating activities was $130,961 for the period from inception (May 17, 2011) to July 31, 2014.

 

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either loans from Shareholders, advances, or the issuance of equity instruments. For the three month period ended July 31, 2014, cash flow provided by financing activities was $7,126 received from loans from Shareholder.  For the period from inception (May 17, 2011) to July 31, 2014, net cash provided by financing activities was $131,237 from proceeds from sale of common stock, loans from Shareholder, and advances. 

8
 

 

 

PLAN OF OPERATION AND FUNDING

 

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding of $10,000-$15,000 in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.

 

 

MATERIAL COMMITMENTS

 

None.

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

We do not intend to purchase any significant equipment during the next twelve months.

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors' audit report accompanying our April 30, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

9
 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended July 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

The related party loan from a shareholder with an amount outstanding of $88,966 as of period end was due on September 15, 2014 and is now in default. It is due upon demand and accrues 16% interest on default with a 10% default penalty accrual for the unpaid balance per the agreement carrying forward.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No report required.

 

 

 

10
 

ITEM 5. OTHER INFORMATION

 

On October 25, 2013 Seidenschnur Verwaltungs AG purchased 2,500,000 shares of restricted stock of Gilax Corp., representing 77% of the shares in the Company from Aleksandr Gilev, its Director, for $150,000 in cash.

  

On October 25, 2013, Aleksandr Gilev resigned his official position as Director of the Corporation. On the same day, the shareholders of the Corporation voted Garth Jensen, Ricardo Leon Vera and Maria Tzetzangari Ibarra Junquera as the new Directors of the Corporation, leading its new business direction of acquiring past or current gold mineral properties that have the potential to yield high returns.

 

 

ITEM 6. EXHIBITS

 

Exhibits:

  

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

101 Interactive data files pursuant to Rule 405 of Regulation S-T. 

 

 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   
  GILAX, CORP.
   
Dated: September 22, 2014

By: /s/ Maria Tzetzangari Ibarra Junquera

Maria Tzetzangari Ibarra Junquera, Director, CEO

 

 

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