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 October 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 December 17, 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	10
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	9
Item 3	Defaults Upon Senior Securities	9
Item 4	Submission of Matters to a Vote of   Security Holders	10
Item 5	Other Information	10
Item 6	Exhibits	10
	Signatures	11

 

 

 

 

GILAX, CORP.

BALANCE SHEETS

(Unaudited)

 

		October 31, 2014				APRIL 30, 2014
ASSETS
Current Assets
Cash and cash equivalents		$	4,573			$	276
Total current assets			4,573				276
Total assets		$	4,573			$	276
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		$	26,108			$	11,358
Accounts Payable- Related Party			5,000				2,000
Accrued expenses			14,196				–
Loan from Shareholder			103,966				81,840
Advances			17,871				17,871
Total current liabilities			167,141				113,069
Total liabilities		$	167,141			$	113,069
Stockholders’ Deficit
Common stock, $0.001 par value, 75,000,000 shares authorized;3,230,000 shares issued and outstanding as of October 31, 2014 and April 30, 2014			3,230				3,230
Additional paid-in-capital			21,170				21,170
Accumulated deficit			(186,968	)			(137,193	)
Total stockholders’ deficit			(162,568	)			(112,793	)
Total liabilities and stockholders’ deficit		$	4,573			$	276

 

 

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

 

 

GILAX, CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three months ended October 31, 2014				Three months ended October 31, 2013				Six months ended October 31, 2014				Six months ended October 31, 2013
Revenues		$	–			$	–			$	–			$	–
Expenses
General and administrative expenses			25,149				4,709				49,775				11,681
Net loss from operations			(25,149	)			(4,709	)			(49,775	)			(11,681	)
Net loss		$	(25,149	)		$	(4,709	)		$	(49,775	)		$	(11,681	)
Loss per common share – Basic and Diluted		$	(0.01	)		$	(0.00	)		$	(0.02	)		$	(0.00	)
Weighted Average Number of Common Shares Outstanding-Basic and Diluted			3,230,000				3,230,000				3,230,000				3,230,000

 

 

 

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

 

 

 

 

 

GILAX, CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Six months ended October 31, 2014				Six months ended October 31, 2013
Operating Activities
Net loss		$	(49,775	)		$	(11,681	)
Decrease (Increase) in Operating Assets:
Prepaid Expenses			–				4,000
Increase (Decrease) in Operating Liabilities:
Accounts Payable and accrued expenses			28,946				–
Accounts Payable – Related Party			3,000				575
Net cash used in operating activities			(17,829	)			(7,106	)
Financing Activities
Proceeds from sale of common stock			–				–
Proceeds from Shareholder Loan			22,126				–
Proceeds from advances			–				7,100
Net cash provided by financing activities			22,126				7,100
Net change in cash and equivalents			4,297				(6	)
Cash and equivalents at beginning of the period			276				282
Cash and equivalents at end of the period		$	4,573			$	276
Supplemental cash flow information:
Cash paid for:
Interest		$	–			$	–
Taxes		$	–			$	–

 

 

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

 

 

 

GILAX, CORP.

NOTES TO THE FINANCIAL STATEMENTS

October 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 six months ended October 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 October 31, 2014 the Company has not generated any revenue and has accumulated losses of $186,968.

 

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 $186,968 as of October 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.

 

Recent Accounting Pronouncements

Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 915-205 “Development-Stage Entities” and among the additional disclosures required as a development stage company are that the financial statements were identified as those of a development stage company, and that the statement of operations, stockholders’ deficit and cash flows disclosed activity since the date of our Inception (May 17, 2011) as a development stage company. Effective June 10, 2014, FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions.

 

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 October 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 October 31, 2014, a former shareholder advanced the Company $17,871. As of October 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 October 31, 2014 a shareholder loaned the company $103,966. 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.

 

The Company has accrued $3,799 interest expense and $10,397 for the penalty accrual on default of the loan as of October 31, 2014.

 

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.

 

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.

 

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

 

Our net loss for the three-month period ended October 31, 2014 was $25,149 compared to a net loss of $4,709 during the three-month period ended October 31, 2013. During the three-month periods ending October 31, 2014 and 2013, we did not generate any revenue.

 

During the three month period ended October 31, 2014, we incurred general and administrative expenses of $25,149 compared to $4,709 incurred during the three-month period ended October 31, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

 

SIX MONTH PERIOD ENDED OCTOBER 31, 2014 COMPARED TO SIX MONTH PERIOD ENDED OCTOBER 31, 2013

 

Our net loss for the six-month period ended October 31, 2014 was $49,775 compared to a net loss of $11,681 during the six-month period ended October 31, 2013. During the six-month period ended October 31, 2014 and 2013, we did not generate any revenue.

 

During the six month period ended October 31, 2014, we incurred general and administrative expenses of $49,775 compared to $11,681 incurred during the six-month period ended October 31, 2013. General and administrative expenses incurred during the six month period ended October 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

 

SIX MONTH PERIOD ENDED OCTOBER 31, 2014

 

As of October 31, 2014, our current assets were $4,573 compared to $276 in current assets at April 30, 2014. Current assets were comprised of $4,573 in cash. As of October 31, 2014, our current liabilities were $167,141. Current liabilities were comprised of $103,966 in loans from shareholder, $26,108 in accounts payable, $5,000 in accounts payable related party, $14,196 in accrued expenses, and $17,871 in advances.

 

Stockholders’ deficit increased from $112,793 as of April 30, 2014 to $162,568 as of October 31, 2014.

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. For the six-month period ended October 31, 2014, net cash flows used in operating activities was $17,829 consisting of a net loss of $49,775, increase in accounts payable and accrued expenses of $28,946, and increase in accounts payable related party of $3,000.

 

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 six-month period ended October 31, 2014, cash flow provided by financing activities was $22,126 received from loans from Shareholder.

 

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.

 

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 six month period ended October 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

 

No report required.

 

 

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

 

No report required.

 

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

 

32.1 and 32.2 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: December 17, 2014	By: /s/ Maria Tzetzangari Ibarra Junquera Maria Tzetzangari Ibarra Junquera, Director, CEO