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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the fiscal year ended June 30, 2020

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission File No. 333-224157

 

AXELEREX CORP.

(Exact name of registrant as specified in its charter)

 

NEVADA

 

35-2606208

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification Number)

 

Sergey Peredkov

President/Secretary

30 Fritz-Kirsch-Zeile

Berlin, 12459

Germany

(Address of principal executive offices)

 

_______________________________________ 

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐     No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐     No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, ”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

  

Large accelerated filer 

☐ 

Accelerated filer 

☐ 

Non-accelerated filer  

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 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐     No ☒

 

As of July 30, 2020, the registrant had 7,120,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of June 30, 2020.

 

 

 

 

Table of Contents

 

PART I

 

 

3

 

 

 

 

 

 

Item 1.

Description of Business

 

 

3

 

Item 1A.

Risk Factors.

 

 

7

 

Item 1B.

Unresolved Staff Comments.

 

 

7

 

Item 2.

Properties.

 

 

7

 

Item 3.

Legal Proceedings.

 

 

7

 

Item 4.

Mine Safety Disclosures.

 

 

7

 

 

 

 

 

 

PART II

 

 

8

 

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

 

8

 

Item 6.

Selected Financial Data.

 

 

8

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

9

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

10

 

Item 8.

Financial Statements and Supplementary Data.

 

 

F-1

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

 

11

 

Item 9A.

Controls and Procedures.

 

 

11

 

Item 9B.

Other Information.

 

 

11

 

 

 

 

 

 

PART III

 

 

12

 

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance.

 

 

12

 

Item 11.

Executive Compensation.

 

 

14

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

 

15

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

 

 

15

 

Item 14.

Principal Accounting Fees and Services.

 

 

16

 

 

 

 

 

 

PART IV

 

 

17

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules.

 

 

17

 

SIGNATURES

 

 

18

 

 

 
2

Table of Contents

  

PART I

 

Item 1. Description of Business

 

Forward Looking Statements

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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.

 

General

 

Axelerex Corp. was incorporated in the State of Nevada on August 30, 2017. Our offices are located at 30 Fritz-Kirsch-Zeile, Berlin, 12459, Germany. We are a startup company with limited earnings to date and nominal operations and assets with a focus on early-stage business activities such as proof of concept development, small production and promoting our products.

 

Products/Services

 

Description of Product or Services

 

Axelerex focuses on short 2D animations and stop-motion animations, up to 5 seconds in length. These products range from logos and title introductions, to full or partial character animations.

 

Short and customized animations have a huge appeal in the digital and social media industry. Whether used by small companies or individuals, customized animations are an easy and eye-catching way to draw attention to any product, or spruce up one’s online presence.

 

Our animations are strictly digital, using classic animation principles. An animation is comprised of individual drawings, shown sequentially in a specified time frame. We will be using the classic ratio of 12 frames per one second of animation. Every frame is manually designed in animation software, and compiled together to form a complete animated sequence, which is then exported in the desired format specified by the client.

 

What we offer is the customization of this process.

 

Our animations are divided into two categories: gifs and scenes.

 

·

Gifs are individual frames that loop together for a seemingly endless animation. These are often short and charming, ideal for greeting cards or character animations. Our gifs can be customized to include anything from moving characters on a background, to text animation.

 

 

·

Scenes by contrast do not loop. They essentially have a defined beginning and an end. While they can certainly be replayed, the animation is not meant to repeat itself endlessly. Scenes are ideal for logo/title introductions, but can be customized to the client’s needs to suit any purpose.

 

Our products are charged by frame of animation, and are therefore accessible to anyone. Companies can place orders to be used for their websites or advertisements, while individuals can order the same quality animations for personal use in emails, online profiles, or any other form of digital communication.

 

The appeal in our product is in the style and craftsmanship of the animations themselves. The client is able to choose whether they want their animation to be asset based, or traditionally hand-drawn.

 

 
3

Table of Contents

 

Asset-based animations are digital components manipulated in software to achieve the desired movement.

 

Traditional animation by contrast requires the animator to hand-draw each frame.

 

Asset-based animation has a much more digital feel, while hand-drawn feels more organic. In either case, the animation is unique and personalized.

 

Our plan is to carry out a phased approach in establishing and developing Axelerex Corp. The first phase will focus on developing animated gifs and scenes based on storyboarded designs and our next phase will focus on more intensive company branding services that can take lead Axelerex into the animated advertisement business.

 

Phase one:

 

a)

Develop our product “bank” of gif and scene ideas

b)

Attract and connect with small business clients

 

Phase two:

 

a)

advertise our animations via social media

b)

expand our products and services to include short animated scenes

c)

create a stop-motion facet of our studio

 

In case of successful growth of our business, necessary funds will be available through operating profits to further develop our product “bank” as well as to enhance the production efficiency via upgrading to high-end industry production equipment and software.

 

Target Market and Clients/potential Clients

 

Our target markets are 2 particular groups, independent film companies or small businesses that do not already have an animation or marketing department of their own, as well as individuals on social media wishing to liven up their online experience or presence.

 

Our potential customers will be in the following sectors:

 

First Phase:

 

·

Social media users on Facebook, Snapchat, Instagram etc.

·

Small companies, film related or otherwise, most likely in the North American market.

 

Future Phases:

 

·

Companies outside the North American market

 

Source of revenue

 

Our main source of revenue will initially be the sales of different types animated advertising design solutions to small companies required such services i.e.:

 

1.

Design of 2D and stop-motion animations to customer-provided specifications.

 

 

2.

Consulting customer on unique use of animation in customer business development and product advertising.

 

 
4

Table of Contents

 

Marketing Strategy

 

In order to attract customers and promote products, our company has created a website and multiple social media pages including Instagram and Facebook. In a fast-paced marketing environment, there is no better way to reach out to small businesses than through social media. We will market Axelerex products through online and social media advertisements. For online and website advertising we will use the following methods:

 

·

Link our website to free web directories

·

Use shared online advertisement facilities

·

Create frequent Instagram and Facebook content

·

Buy Instagram advertisements

·

Reach out to online followers

·

Distribute online banners to attract more attention from the customers and provide credibility to the product by including customer feedback

·

Advertise through classified ads (kijiji, craigslist) and blogs

·

Add our website address to relevant search engines

 

We will also advertise through local and global classified ads and social media networking. Sales brochures and business cards will be printed to provide necessary company product and service information. We will organize onsite presentations for perspective clients with product samples.

 

Competition and Competitive Strategy

 

It is reasonable to assume that there is substantial competition on the market in animation industry. However, any or every company, regardless of industry it operates in and regardless of market niche it occupies, is forced to actively communicate its products and services to its customers via some sort of visual web advertising. Animated content plays an important role as the level of sophistication in visual advertising constantly increases. Therefore, existence of even large number of competitors will be, to some extent, negated by the size of existing and potential market. As an example, some of the companies that also specialize in animated content are listed below along with short description of their products and services.

 

IdeaRocket:

 

This company uses custom animation for Health Service, Financial Services, Technology and Education. Their primary mediums are 2D, 3D, whiteboard animation, and motion graphics

 

The Video Animation Company:

 

Uses kinetic typography animation, cut out animation, 2d cartoon animation.

 

They create animated explainer video for businesses.

 

Powtoon

 

This company creates animated videos for marketing and education. They provide storyboard builder, ready-made templates and drag-and-drop features to create a Powtoon animation.

 

Austin Visuals

 

Specialize in Character-Based Animation:

 

·

Explainer Videos and Cartoon Animation explaining how a product or service works

·

Cartoon Animation for Web Commercials

·

Cartoon Mascots for businesses and brands

·

Animated Training Videos

 

With large number of videos competing for exposure, it is difficult for viewers to filter one from another and be truly captivated. Axelerex competitive strategy is based on the unique and appealing designs and animated quality of our hand-drawn, as well as stop-motion videos that stands out from the rest.

 

Our Advantage

 

·

Competitive pricing

·

Targeting the small business market as well as individuals

·

Latest tools and technologies that allow to produce simple to make, yet sophisticated quality animations

·

Highly customizable

·

Uniquely tailored for clients and businesses

 

Currently, our competitive position within the industry is negligible in light of the fact that we have just recently started our operations.

 

 
5

Table of Contents

 

Sources and Availability of Products and Supplies

 

We believe that with our President’s experience and our Treasurer’s extensive background in design and composition for both film and animation will enable us to develop the various aspects of the business.

 

We believe there are no constraints on the sources or availability of products, materials and supplies related to the production of short animations.

 

Dependence on One or a Few Major Customers

 

We believe that, because of the potentially broad base of customers for our services, we will not rely on one or few major customers.

 

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions

 

There are no inherent factors or circumstances associated with this industry, or any of the products or services that we expect to be providing that would give rise to any patent, trademark or license infringements or violations. We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.

  

Out web domain and IP address as well as company information will be protected by our domain host.

  

We do not own, either legally or beneficially, any patents or trademarks.

 

Governmental and Industry Regulations

 

We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.

 

Research and Development Activities and Costs

 

Our operations do not currently involve any R&D activities. We have not yet spent any money on exploring new tools becoming available to industry. Once this offering is completed we will have resources to initialize our research in area of new products and methods available for generating various types of animations fast and efficient. This would potentially increase our productivity and reduce our cost of operation, especially at product design stage.

 

Compliance with Environmental Laws

 

Our operations are not subject to any environmental laws.

 

Facilities

 

We do not own or rent facilities of any kind. We conduct our operations from the facilities that our President provides to us free of charge.

 

Employees

 

We have commenced only limited operations, and currently have two employees - our President and Director Mr. Peredkov, who spends approximately fifteen hours a week on our business and our Treasurer Mr. Orekhovsky, who devotes up to ten hours a week to company’s operations.

 

 
6

Table of Contents

 

Item 1A. Risk Factors.

 

Not applicable to smaller reporting companies.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties.

 

We do not own any real estate or other properties.

 

Item 3. 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 Year-End 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 4. Mine Safety Disclosures.

 

Not applicable.

 

 
7

Table of Contents

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange. As of June 30, 2020, no shares of our common stock have been traded.

 

Number of Holders

 

As of June 30, 2020, the 7,120,000 issued and outstanding shares of common stock were held by a total of 28 shareholders of record.

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal years ended June 30, 2020. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

None.

 

Purchase of our Equity Securities by Officers and Directors

 

None.

 

Other Stockholder Matters

 

None.

 

Item 6. Selected Financial Data.

 

Not applicable.

 

 
8

Table of Contents

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Results of Operations for the year ended June 30, 2020

 

For fiscal year ended June 30, 2020, we had $0 revenue compared with $100 for the year ended June 30, 2019.

 

For fiscal year ended June 30, 2020, our operating expenses were comprised of professional fees of $28,248 and general and administrative expenses of $1,170 as compared with $14,155 of professional fees and $2,189 in general and administrative expenses for year ended June 30, 2019.

 

As of June 30, 2020, we have sold 7,120,000 shares of common stock.

 

Activities to Date

 

A substantial portion of our activities to date focused on becoming a reporting public company to raise more capital to finance our business activities. Our President has also developed Plan of Operations. We have established the company office and provided information session and consulting about our services to one prospective customer.

 

Plan of Operations

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

 
9

Table of Contents

 

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.

 

Material Commitments

 

As of the date of this Annual Report, we do not have any material commitments.

 

Purchase of Significant Equipment

 

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

 

Liquidity and Capital Resources

 

As of June 30, 2020, the Company had $3,937 cash and current liabilities of $31,622 as compared with $15,106 of cash and $13,363 of current liabilities as of June 30, 2019. The net operating capital of the Company is not sufficient for the Company to remain operational in a short term.

 

Since inception, we have sold 5,000,000 shares of common stocks to our president and director, at a price of $0.001 per share and 2,120,000 shares of common stock to our investors at a price of $0.01 per share for the aggregated proceeds of $21,200. Our president and director also provided $31,431 long term loan to the company (non-interest bearing with no fixed term of repayment).

 

We are attempting to raise funds to proceed with our plan of operation. Our current cash on hand will be used to pay the fees and expenses of this offering. We will have to utilize funds from our sole officer and director. However, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. In the long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

 

Going Concern Consideration

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. The Company’s cash position may not be sufficient to support its daily operations. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. If we sell at least 25% of the shares in the offering we believe that we will have the resources to operate for the next 12 months, including for the costs associated with becoming a publicly reporting company. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $15,000.

 

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 any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable to smaller reporting companies.

 

 
10

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Item 8. Financial Statements and Supplementary Data.

 

Axelerex Corp.

June 30, 2020

Index to the Financial Statements

 

Report of Independent Registered Public Accounting Firm

 

 

F-2

 

 

 

 

 

Balance Sheets as of June 30, 2020 and 2019

 

 

F-3

 

 

 

 

 

Statements of Operations for The Year Ended June 30, 2020 and 2019

 

 

F-4

 

 

 

 

 

Statements of Cash Flows for The Year Ended June 30, 2020 and 2019

 

 

F-5

 

 

 

 

 

Statement of Shareholder’s Equity for The Year Ended June 30, 2020

 

 

F-6

 

 

 

 

 

Notes to The Financial Statements

 

 

F-7

 

 

 
F-1

Table of Contents

  

PLS CPA, A PROFESSIONAL CORPORATION

 

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111 t

 

t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 764-5480

 

t E-MAIL changgpark@gmail.com t

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of Axelerex Corp.

 

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Axelerex Corp. (the Company) as of June 30, 2020 and 2019, the related statements of operations, changes in shareholders' deficit, and cash flows for the period from two years ended June 30, 2020 and 2019, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a losse from operations through June 30, 2020, and does not have sufficient working capital to fund its planned operations during the twelve-month period subsequent to the issuance of these financial statements. This raises substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this 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 audits. 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 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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 audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ PLS CPA                                  

PLS CPA, A Professional Corp

 

We have served as the Company’s auditor since 2017.

San Diego, CA. 92111

July 30, 2020 

 

 
F-2

Table of Contents

 

Axelerex Corp.

Balance Sheet

As of June 30, 2020, and 2019

  

 

 

June 30,

2020

 

 

June 30,

2019

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash & Cash Equivalents

 

$ 3,937

 

 

$ 15,106

 

 

 

 

 

 

 

 

 

 

Prepaid Expenses

 

 

66

 

 

 

56

 

Total Current Assets

 

 

4,003

 

 

 

15,162

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 4,003

 

 

$ 15,162

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

$ 191

 

 

$ 99

 

Due to Related Party

 

 

31,431

 

 

 

13,264

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

31,622

 

 

 

13,363

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

Common Stock, $0.001 par value, 75,000,000 shares authorized, 7,120,000 shares and 7,120,000 shares issued and outstanding, respectively

 

 

7,120

 

 

 

7,120

 

Additional Paid-In Capital

 

 

19,080

 

 

 

19,080

 

Retained Earnings (Deficit)

 

 

(53,819 )

 

 

(24,401 )

Total Stockholders’ Equity (Deficit)

 

 

(27,619 )

 

 

1,799

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity (Deficit)

 

$ 4,003

 

 

$ 15,162

 

  

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

 

 
F-3

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Axelerex Corp.

Statement of Operations

For the Year Ended June 30, 2020 and 2019

 

 

 

June 30,

2020

 

 

June 30,

2019

 

 

 

 

 

 

 

 

REVENUE

 

$ -

 

 

$ 100

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

General and Administrative

 

 

1,170

 

 

 

2,189

 

Professional

 

 

28,248

 

 

 

14,155

 

Total Expenses

 

 

29,418

 

 

 

16,344

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

 

(29,418 )

 

 

(16,244 )

 

 

 

 

 

 

 

 

 

Income Tax Expense (Recovery)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET INCOME AFTER TAX

 

$ (29,418 )

 

$ (16,244 )

 

 

 

 

 

 

 

 

 

Basic and Diluted Net Loss per Common Share

 

$ 0.00

 

 

$ 0.00

 

 

 

 

 

 

 

 

 

 

Weighted-Average Number of Common Shares Outstanding

 

 

7,120,000

 

 

 

6,091,699

 

  

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

 

 
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Axelerex Corp.

Statement of Cash Flows

For the Year Ended June 30, 2020 and 2019

  

 

 

June 30,

2020

 

 

June 30,

2019

 

CASH FLOWS FROM OPERATING ACTIVITES:

 

 

 

 

 

 

Net Loss After Tax

 

$ (29,418 )

 

$ (16,244 )

 

 

 

 

 

 

 

 

 

Adjustment to Reconcile Net Loss to Net Cash Used in Operating Activities:

 

 

 

 

 

 

 

 

Bad debt Expense

 

 

-

 

 

 

211

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

-

 

 

 

330

 

Accounts Payable

 

 

92

 

 

 

(101 )

Prepaid expenses

 

 

(10 )

 

 

(56 )

Net Cash from Operating Activities

 

 

(29,336 )

 

 

(15,860 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Related Party Loan

 

 

18,167

 

 

 

2,168

 

Proceeds from Sale of Common Shares

 

 

-

 

 

 

21,200

 

Net Cash Provided by Financing Activities

 

 

18,167

 

 

 

23,368

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

 

(11,169 )

 

 

7,508

 

 

 

 

 

 

 

 

 

 

Cash, Beginning of Period

 

 

15,106

 

 

 

7,598

 

Cash, End of Period

 

$ 3,937

 

 

$ 15,106

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

Cash Paid for:

 

 

 

 

 

 

 

 

Interest

 

 

 -

 

 

 

-

 

Income Taxes

 

 

 -

 

 

 

-

 

 

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

   

 
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Axelerex Corp.

Statement of Stockholders Equity

For the Period from June 30, 2018 (inception) to June 30, 2020

 

 

 

Common Stock

 

 

Additional 

 

 

Retained

Earnings 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Paid-in

Capital

 

 

(Accumulated Deficit)

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2018

 

 

5,000,000

 

 

$ 5,000

 

 

 

-

 

 

$ (8,157 )

 

$ (3,157 )

Issuance of Common Shares for Cash

 

 

2,120,000

 

 

 

2,120

 

 

 

19,080

 

 

 

-

 

 

 

21,200

 

Net Income (Loss) After Tax

 

 

-

 

 

 

 

 

 

 

 

 

 

 

(16,244 )

 

 

(16,244 )

Balance, June 30, 2019

 

 

7,120,000

 

 

$ 7,120

 

 

$ 19,080

 

 

$ (24,401 )

 

$ 1,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

-

 

 

 

 

 

 

 

(29,418 )

 

 

(29,418 )

Balance, June 30, 2020

 

 

7,120,000

 

 

$ 7,120

 

 

$ 19,080

 

 

$ (53,819 )

 

$ (27,619 )

  

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

 

 
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Table of Contents

  

Axelerex Corp.

June 30, 2020

Notes to the Financial Statements

  

Note 1 - Organization and Operations

 

Axelerex Corp. was incorporated in the State of Nevada on August 30, 2017. Our offices are located at 30 Fritz-Kirsch-Zeile, Berlin, 12459, Germany. Our product comes in a form of highly customized short animation created in a technique and style that would make it stand out amongst common products of this type. These short animations, produced by our company, will help our customers to deliver desired information with a punch and in memorable and complete manner. Our aim is to develop Axelerex Corp. in phases. The first phase of development will focus on design solutions. The second phase will be production and further development of new and ever more unique animation solutions.

 

Note 2 - Significant and Critical Accounting Policies and Practices

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements was (were):

 

 

(i)

Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

 

 

 

(ii)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

  

 
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These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

 
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Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

The Company did not have any commitments or contingencies as of June 30, 2020.

 

Revenue Recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Income Tax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

 
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The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended June 30, 2020.

 

Net Income (Loss) per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 

There were no potentially dilutive common shares outstanding for the year ended June 30, 2020.

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

 
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Note 3 – Going Concern

 

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had a net loss from operations of ($29,418); net cash used in operating activities for the year ended June 30, 2020 of $29,336. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Although the Company has recognized some nominal amount of revenues since inception, the Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 4 – Stockholder’s Equity

 

Shares Authorized

 

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of which Seventy-Five Million (75,000,000) shares shall be Common Stock, par value $0.001 per share.

 

Common Stock

 

On November 21st, 2017 the Company sold 5,000,000 shares of common stock to the President of the Company at $0.001 per share for $5,000 in aggregate for cash.

 

From November 2018 to January 2019, the Company sold additional 2,120,000 shares of common stock at $0.01 per share for total consideration of $21,200 to 27 induvial. All shares were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering and Rule 506 of Regulation D promulgated thereunder.

 

As of June 30, 2020, and 2019 there were 7,120,000 total shares issued and outstanding.

 

 
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Table of Contents

 

Note 5 – Related Party Transactions

 

Related Parties

 

Related parties with whom the Company had transactions are:

 

Free Office Space

 

The Company has been provided office space by its President at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

 

Loan Payable - President

 

Our President and Director, Sergey Peredkov, provided $31,431 loan to the company. The loan is unsecured, non-interest bearing and due on demand. We have not recorded any imputed interest expense for the year ended June 30, 2020 or 2019 as deemed immaterial.

 

Issued Shares to Related Parties

 

On November 21, 2017 we have issued an aggregate of 5,000,000 shares of our common stock to our President and Director, Sergey Peredkov, for a purchase price of $0.001 per share or for aggregate consideration of $5,000. The shares were issued under Regulation S of the Securities Act of 1933.

 

Note 6 – Income Tax Provision

 

Deferred Tax Assets

 

At June 30, 2020, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $53,819 that may be offset against future taxable income through 2035. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $11,302 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 n/a as of June 30, 2020.

 

 
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Components of deferred tax assets are as follows:

 

 

 

June 30,

2020

 

 

June 30,

2019

 

Net deferred tax assets – Non-current:

 

 

 

 

 

 

Net operating income (loss) carry forward

 

$ (53,819 )

 

 

(24,401 )

Expected income tax benefit from NOL carry-forwards

 

 

11,302

 

 

 

5,124

 

Less valuation allowance

 

 

(11,302 )

 

 

(5,124 )

 

 

 

 

 

 

 

 

 

Deferred tax assets, net of valuation allowance

 

 

-

 

 

 

-

 

  

Income Tax Provision in the Statement of Operations

 

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

  

 

 

For the year ended

June 30, 2020

 

 

 

June 30,

2020

 

 

June 30,

2019

 

 

 

 

 

 

 

 

Federal statutory income tax rate

 

 

21 %

 

 

21 %

 

 

 

 

 

 

 

 

 

Increase (reduction) in income tax provision resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating loss (“NOL”) carry-forwards

 

 

-21 %

 

 

-21 %

 

 

 

 

 

 

 

 

 

Effective income tax rate

 

 

0 %

 

 

0 %

 

 
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Table of Contents

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2020. Based on and as of the time of such evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange 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 us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Report on Internal Control over Financial Reporting.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2020, based on the framework in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation our management concluded that our internal control over financial reporting was effective as of June 30, 2020. The effectiveness of our internal control over financial reporting as of June 30, 2020 has been audited by Marcum, LLP, an independent registered public accounting firm, as stated in its attestation report, which is included in Item 8 and is incorporated into this Item 9A by reference.

 

Changes in Internal Control over Financial Reporting.

 

No changes in our internal control over financial reporting were identified as having occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

No report required.

 

 
11

Table of Contents

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

Name

 

Age

 

Position

 

 

 

 

 

Sergey Peredkov

 

50

 

President, Secretary, Chief Executive Officer and member of the Board of Directors.

 

Biographical Information and Background of officer and director

 

Sergey Peredkov – President and Director

 

Mr. Peredkov has been our President, Secretary, and a member of the Board of Directors since our inception on August 30, 2017.

 

Mr. Peredkov has significant experience working in international teams at European synchrotron facilities: BESSY (Germany), MAX-lab (Sweden), ESRF and Soleil (France), Elettra (Italy), SLS (Switzerland), FLASH free electron laser source (Germany).

 

Mr. Peredkov scientific interests and experience include design of scientific equipment, computer modeling, development of acquisition and data analysis software.

 

In his current position at Department of Molecular Theory and Spectroscopy, Max Planck Institute for Chemical Energy Conversion, Mr. Peredkov manages research group operations.

 

Mr. Peredkov’s schedule currently allows him to spend up to fifteen hours a week on the operations of our company. He is willing to spend more time with the business as it grows. We anticipate him eventually spending about 30 hours a week on matters related to our company’s operations.

 

The specific experience, qualifications, attributes, and skills in project management led to the appointment of Mr. Peredkov as our President and Director.

 

Below are major highlights of Mr. Peredkov career and international experience:

 

2013-present. Research scientist, group manager, Department of Molecular Theory and Spectroscopy, Max Planck Institute for Chemical Energy Conversion, Germany

 

Design and construction of the PINK beamline and experimental station for x-ray emission spectroscopy at BESSY II synchrotron ring as well as coordination of activities between MPI, HZB and Bestec GmbH.

 

2012-2013. Research scientist, MAX IV Laboratory, Lund University, Sweden

 

Development of instrumentation and control software

 

Development of soft x-ray resonant scattering and coherent imaging at Maxlab

 

2010-2012. Research scientist, TU Berlin, Germany

 

Development of the research program for studies of free metal nano-particles.

 

Development of data analysis software (IGOR Pro, MATLAB).

 

2007-2009. Research scientist, Helmholtz-Zentrum Berlin, BESSY II, Germany

 

Design, installation and commissioning of GAMBIT setup for XANES and XMCD studies of free metal clusters.

 

Elaboration of data acquisition and analysis procedures.

 

Integration of the proprietary hardware-dependent software and the control system

 

X-ray spectroscopic studies (XPS, RAS, XANES) of deposited metal clusters.

 

 
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In 2007 Mr. Peredkov obtained his PhD in Physics from the Dep. of Synchrotron Radiation Research, LU, Sweden

 

1998-2003: Beamline manager (research engineer) at the X-ray lithography beamline MAX-Lab, LU, Sweden

 

Resist processing and microstructures characterization experiments.

 

Computer simulation of an irradiation process in x-ray mask - resist system.

 

Vladimir Orekhovsky - Treasurer

 

Mr. Orekhovsky has been our Treasurer since inception date of August 30, 2017.

 

Mr. Orekhovsky schedule currently allows him to spend up to ten hours a week on company’s operations. Due to his substantial expertise and experience in all stages of animation production, Mr. Orekhovsky is the main driving force behind our creative process as well as final product realization. He indicates willingness to devote more of his business time as our business grows and his services are needed.

 

Education and Qualifications:

 

Mr. Orekhovsky holds a Bachelor’s Degree in Animation from Sheridan College, with a strong emphasis on 2D animation in his own personal portfolio. Mr. Orekhovsky has numerous years of experience creating key frame and straight-ahead animation in both traditional and digital mediums. He is proficient with editing software, digitizing the media in post-production in order to export a clean and finished product in the correct format. Mr. Orekhovsky has extensive experience with the Adobe Suite, particularly with Photoshop, as well as FlipBook and ToonBoom. He has been involved in every aspect of the animation process from the rough key frame drawings to the final cleanup and compositing stages. Mr. Orekhovsky is also a freelance artist for storyboards in commercials and short films, as well as graphic design for branding and illustrations. In addition to traditional animation principals, Mr. Orekhovsky has an extensive background in design and composition for both film and animation.

 

In his third year of Sheridan College, Mr. Orekhovsky was a group leader for the Group Film Project. He was responsible for allocation of resources, division of tasks and assessment of finalized scenes and group productivity.

 

While in school, Mr. Orekhovsky was also the Manager of Operations for Precision Landscaping for over 3 years. In this role he managed projects worth over $50,000 in value. In this time, he also became certified in workplace safety, and was responsible for the workers on the job sites.

 

Mr. Orekhovsky was also an apprentice at FUSIL Inc. In this particular company he became familiar with the usage of multiple millwork tools. Mr. Orekhovsky primary responsibilities lay in running, joining, planning, and routing hardwood components for windows and doors.

 

In addition to obtaining his Bachelor’s degree, Mr. Orekhovsky has also received solid theatrical and communications training. He is a stage technician as well as a communications specialist.

 

Mr. Orekhovsky is currently a freelance illustrator and character designer.

 

During the past ten years, Mr. Peredkov & Mr. Orekhovsky have not been the subject of any the following events:

 

1. Any bankruptcy petition filed by or against any business of which either 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 either Mr. Peredkov or Mr. Orekhovsky 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.

 

 
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Audit committee

 

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

 

Significant employees

 

We have no employees other than our director, Sergey Peredkov who currently devotes approximately 15 hours per week to company matters and Vladimir Orekhovsky the company treasurer. We intend to hire employees on an as needed basis.

 

Item 11. Executive Compensation.

 

Name and Principal Position

 

Year

 

Salary

(US$)

 

 

Bonus

(US$)

 

 

Stock

Awards

(US$)

 

 

Option Awards

(US$)

 

 

Non-Equity Incentive Plan Compensation (US$)

 

 

Nonqualified Deferred Compensation Earnings (US$)

 

 

All Other Compensation (US$)

 

 

Total

(US$)

 

Sergey Peredkov (President)

 

2019

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Sergey Peredkov (President)

 

2020

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Vladimir Orekhovsky (Treasurer)

 

2019

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Vladimir Orekhovsky (Treasurer)

 

2020

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

Change of control

 

As of June 30, 2020, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

 

 
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table provides certain information regarding the ownership of our common stock, as of June 30, 2020 and as of the date of the filing of this annual report by:

 

 

·

Each of our executive officers;

 

·

Each director;

 

·

Each person known to us to own more than 5% of our outstanding common stock; and

 

·

All of our executive officers and directors and as a group.

 

Title of Class

 

Name of

Beneficial Owner

 

Amount and Nature of 

Beneficial Ownership

 

Percentage

 

 

 

 

 

 

 

 

 

Common Stock

 

Sergey Peredkov (President and Director)

 

5,000,000 shares of common stock

 

 

70 %

Common Stock

 

Vladimir Orekhovsky

 

100,000 shares of common stock

 

 

1.4 %

 

The percent of class is based on 7,120,000 shares of common stock issued and outstanding as of the date of this annual report.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

During the year ended June 30, 2020, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

 

 
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Item 14. Principal Accounting Fees and Services.

 

Fees paid to Auditors

 

Audit Fees

 

The aggregate fees billed for the two most recently completed fiscal years for professional services rendered by PLS CPA, our independent auditor, for the audit of our annual financial statements and review of the financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods were as follows:

 

 

 

Year Ended

June 30,

2020

 

 

Year Ended

June 30,

2019

 

Audit Fees

 

$ 12,800

 

 

$ 10,000

 

Audit-Related Fees

 

$ Nil

 

 

$ Nil

 

Tax Fees

 

$ 650

 

 

$ 650

 

All Other Fees

 

$ Nil

 

 

$ Nil

 

Total

 

$ 13,450

 

 

$ 10,650

 

 

Included in the audit fees for the year ended June 30, 2020 is the year end fees charged for June 30, 2019. The audit fees for the fiscal year ended June 30, 2020 have been paid.

  

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

 

As of date of this filing the Company does not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees paid during 2020 were pre-approved by our Board.

 

 
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PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

The following exhibits are filed as part of this Annual Report.

 

31.1

Certification of Chief Executive Officer Certification Pursuant To Section 302 of the Sarbanes-Oxley Act

 

 

31.2

Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350 as Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act Of 2002

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 of the Sarbanes-Oxley Act

 

 
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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  

  AXELEREX CORP.

(Registrant)

       
Date: July 30, 2020 By: /s/ Sergey Peredkov

 

 

Sergey Peredkov  
    President and Chief Executive Officer and Chief Financial Officer