UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934


For the fiscal year ended April 30, 2019


[ ] 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. 333-214463


LAZEX INC.

 (Exact name of registrant as specified in its charter)



Nevada

(State or Other Jurisdiction of Incorporation or Organization)


61-1789640

IRS Employer Identification Number


8748

Primary Standard Industrial Classification Code Number

68/29 Husitska st.,

Zizkov, Prague, Czech Republic 13000

Tel. 775-800-4477


(Address and telephone number of registrant's executive office)     



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


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




1 | Page



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


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 [X]


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 [X] No [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  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 [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ]                     Accelerated filer [ ]

Non-accelerated filer [ ]                       Smaller reporting company [ ]

Emerging growth company [X]


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 is a shell company (as defined in Rule 12b-2 of the Act) Yes [  ] No [X]


As of August 6, 2019, the registrant had 6,095,000 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 August 6, 2019.



2 | Page



Table of contents




 

 

 

 

Part I

 


Item 1

Description of business

4

   

   

 

Item 1a    

Risk factors

4

 

  

 

Item 1b

Unresolved staff comments                                     

4

 

 

 

Item 2   

Properties

4

      

 

 

Item 3   

Legal proceedings                                             

4

      

 

 

Item 4

Submission of matters to a vote of security holders           

5

 

Part II

 


Item  5   

Market for common equity and related stockholder matters      

5

 

 

 

Item  6  

Selected financial data                                       

5

 

 

 

Item  7 

Management's discussion and analysis or results of operations

5

      

 

 

Item 7a 

Quantitative and qualitative disclosures about market risk   

7

 

 

 

Item 8

Financial statements and supplementary data                  

7

      

 

 

Item 9    

Changes in and disagreements with accountants on accounting and financial disclosure

18

      

 

 

Item 9a

Controls and procedures

18

 

 

 

Item 9b

Other information                                            

19

 

Part III

 

Item 10

Directors, executive officers, promoters and control persons; compliance with section 16(a) of the exchange act

19

 

 

 

Item 11

Executive compensation

20

 

 

 

Item 12

Security ownership of certain beneficial owners and management and related stockholder matters

20

 

 

 

Item 13

Certain relationships, related transactions and director independence

21

 

 

 

Item 14

Principal accountant fees and services                       

21

 

Part IV

 


Item 15

Exhibits and financial statement schedules                   

21




3 | Page




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.


As used in this annual report, the terms "we", "us", "our", "the Company", mean LAZEX INC., unless otherwise indicated.


All dollar amounts refer to US dollars unless otherwise indicated.


DESCRIPTION OF BUSINESS

We are an operating company which provides travel consulting and tour guide services. Our main function can be described as to consult with customers and help them to arrange the itinerary, by building a route, which includes breweries in the region of their choice. We provide customers with information concerning transportation, the cost of it and how it operates. Whenever needed, we provide additional services on orientation, for instance, provide information concerning medical facilities, food stores, car repairs or additional entertainments, transportation and ways of using it in the cases mentioned above. We also provide tour guide services specializing in arranging brewery tours for tourists visiting the Czech Republic. The highest rate of the beer consumption per capita in the world is in the Czech Republic. There are many breweries and beer museums in the Czech Republic. Our president and director has agreements with majority of them regarding our service delivery. We provide information on accommodations suitable for our customers in terms of prices and location. We also alter the route of the itinerary depending on the longevity of the desired tour and the money our customers expect to spend. Expecting our customers to face difficulties in negotiating with locals, we may offer to provide assistance in either negotiating or provide the service of an interpreter. For instance, if clients accept it, we negotiate booking of apartments, details of car rental on behalf of our customers and in their interest, or we expect to be at service in any other case when customers might need assistance in negotiating. We generate a route based on the following criteria listed in an application form: 1) regions the customers would like to visit 2) period of their stay in the country 3) amount of money they expect to spend on a tour. We pay attention to local craft breweries, bars and pubs. We expect to continue working with worldwide famous craft breweries.

ITEM 1A. RISK FACTORS


Not applicable.



ITEM 1B. UNRESOLVED STAFF COMMENTS


None.


ITEM 2. PROPERTIES


We do not own any property.


ITEM 3. LEGAL PROCEEDINGS


We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.



4 | Page






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


No report required.



PART II


ITEM 5. MARKET FOR EQUITY SECURITIES AND OTHER SHAREHOLDER MATTERS


MARKET INFORMATION


As of August 6, 2019, the 6,095,000 issued and outstanding shares of common stock were held by a total of 28 shareholders of record.


DIVIDENDS

 

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


We currently do not have any equity compensation plans.


ITEM 6. SELECTED FINANCIAL DATA


Not Applicable.


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report.  Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.




5 | Page



RESULTS OF OPERATIONS


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.


Our net loss for the fiscal year ended April 30, 2019 was $28,289 compared to $7,780 for the fiscal year ended April 30, 2018. During fiscal year ended April 30, 2019 we have not generated any revenue compared to $13,240 in revenue for the fiscal year ended April 30, 2018.


During the fiscal year ended April 30, 2019, we incurred expenses of $28,289 compared to $21,020 for the fiscal year ended April 30, 2018. Expenses increased due to increase in Company’s operations, such as expenses for obtaining DTC eligibility.

 


LIQUIDITY AND CAPITAL RESOURCES


As of April 30, 2019 our total assets were $5,123 compared to $26,511 in total assets at April 30, 2018. As of April 30, 2019, our total liabilities were $11,314 compared to $3,213 in total liabilities at April 30, 2018.


Stockholders’ deficit was $6,191 as of April 30, 2019 compared to stockholders’ equity of $23,298 as of April 30, 2018.


The weighted average number of shares outstanding was 6,098,452 for the year ended April 30, 2019 compared to 5,812,301 for the year ended April 30, 2018.


Cash Flows from Operating Activities


For the year ended April 30, 2019, net cash flows used in operating activities was $27,788 compared to $9,088 for the year ended April 30, 2018.


Cash Flows from Investing Activities


Cash flow from investing activities for the year ended April 30, 2019 was $-0- compared to $4,800 for the year ended April 30, 2018.


Cash Flows from Financing Activities


We have financed our operations primarily from either advances from the Company’s chief executive officer or the issuance of equity and debt instruments. For the year ended April 30, 2019, net cash flows from financing activities was $9,000 received from advance from director. For the year ended April 30, 2018, net cash flows from financing activities was $18,700 received from proceeds from the issuance of common stock.


PLAN OF OPERATION AND FUNDING


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.




6 | Page



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) developmental expenses associated with a start-up business and (ii) 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.


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.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Annual 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' reports accompanying our April 30, 2019 and April 30, 2018 financial statements contain 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                

 

 

Reports of Independent Registered Public Accounting Firms

F-1


Balance Sheets as of April 30, 2019 and April 30, 2018

F-3


Statements of Operations for the years ended April 30, 2019 and 2018

F-4


Statements of Changes in Stockholders’ Deficit for the years ended April 30, 2019 and 2018

F-5


Statements of Cash Flows for the years ended April 30, 2019 and 2018

F-6


Notes to the Financial Statements

F-7




7 | Page





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 

To the Stockholders and the Board of Directors of Lazex, Inc.

  

Opinion on the Financial Statements


We have audited the accompanying balance sheet of Lazex, Inc. (the Company) as of April 30, 2019, the related statements of operations, changes in stockholders’ equity (deficit) and cash flows, for the year then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2019, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. 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 2. 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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ Mac Accounting Group, LLP

 

We have served as the Company's auditor since 2019.

 

Midvale, Utah

August 6, 2019 


F-1



8 | Page



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and

Stockholders of Lazex, Inc.


Opinion on the Financial Statements


We have audited the accompanying balance sheet of Lazex, Inc. (the Company) as of April 30, 2018, and

the related statements of operations, stockholders’ equity, and cash flows for the year ended April 30,

2018, and the related notes (collectively referred to as the financial statements). In our opinion, the

financial statements present fairly, in all material respects, the financial position of the Company as of

April 30, 2018, and the results of its operations and its cash flows for the period ended April 30, 2018, in

conformity with accounting principles generally accepted in the United States of America.


Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as

a going concern. As more fully described in Note 1 to the financial statements, the Company has a net

loss, negative cash flow from operations, and accumulated deficit. The factors raise substantial doubt

about the Company’s ability to continue as a going concern. Management’s plans in regard to these

matters are also described in Note 1 to the financial statements. The financial statements do not include

any adjustments that might result from the outcome of this uncertainty. If the Company is unable to obtain

financing, there could be a material adverse effect on the Company.


Basis for Opinion


These financial statements are the responsibility of the Company’s management. Our responsibility is to

express an opinion on the Company’s financial statements based on our audit. We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that

we plan and perform the audit to obtain reasonable assurance about whether the financial statements are

free of material misstatement, whether due to error or fraud. The Company is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the

purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial

reporting. Accordingly, we express no such opinion.


Our audit included performing procedures to assess the risks of material misstatement of the financial

statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements. Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial

statements. We believe that our audit provides a reasonable basis for our opinion.



Haynie & Company

Salt Lake City, Utah

August 13, 2018


We have served as the Company’s auditor since 2018


F-2




9 | Page




LAZEX INC.

BALANCE SHEETS

 

 APRIL 30, 3019

APRIL 30, 2018

ASSETS

 

 

Current Assets

 

 

 

Cash

   $        1,994

$        20,782

 

Prepaid expenses

645

645

 

Total Current assets

2,639

21,427

Fixed assets, net of accumulated depreciation

750

1,750

Intangible assets, net of accumulated depreciation

1,734

3,334

Total Assets                                                         

$       5,123

$       26,511

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities

 

Accrued expenses

$             -   

$               2,099

 

Stock refund payable

1,200

-

 

Advances from related parties

          10,114

          1,114

Total Current Liabilities

11,314

3,213

 

Commitment and Contingencies

-

-

 

Stockholders’ Equity (Deficit)

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

6,095,000  and 6,155,000 shares issued and outstanding as of April 30, 3019 and April 30, 2018, respectively

6,095

6,155

 

Additional paid-in-capital

20,805

21,945

 

Accumulated Deficit

(33,091)

(4,802)

Total Stockholders’ Equity (Deficit)

(6,191)

23,298

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

$     5,123

$        26,511




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

F-3



10 | Page




LAZEX INC.

STATEMENTS OF OPERATIONS

 

 

 

Year ended April 30, 2019

Year ended April 30, 2018


Revenue

 

 

$                            -

$                  13,240

Operating expenses

 

 

 

 

General and administrative expenses

 

 

5,339

4,540

Accounting and legal

 

 

14,400

9,480

Consulting services

 

 

8,550

4,000

Videography service

 

 

-

3,000

Total Operating expenses

 

 

28,289

21,020

Net income (loss) from operations

 

 

(28,289)

(7,780)

Income (Loss) before taxes

 

 

(28,289)

(7,780)

Provision for taxes

 

 

-

-

Net income (loss)

 

 

$              (28,289)

$                (7,780)

Income (Loss) per common share:

Basic and Diluted

 

 

$                  (0.00)

$                  (0.00)

Weighted Average Number of Common Shares Outstanding:

Basic and Diluted

 

 

6,098,452

5,812,301


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

F-4



11 | Page




LAZEX INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED APRIL 30, 2019 AND 2018

 

Number of

Common

Shares


Common Stock

Additional

Paid-in-

Capital

Retained Earnings



Total

Balances as of April 30, 2017

5,220,000

$       5,220

$      4,180

$       2,978

$         12,378

Common Shares issued for cash at $0.02 per share

935,000

935

17,765

-

18,700

Net loss for the year                                                                  

-

-

-

(7,780)

(7,780)

Balances as of April 30, 2018

6,155,000

$       6,155

$    21,945

$    (4,802)  

$         23,298

Common shares repurchased and cancelled on May 15, 2018

(60,000)

(60)

(1,140)

-

(1,200)

Net loss for the year                                                                  

-

-

-

(28,289)

(28,289)

Balances as of April 30, 2019

6,095,000

$       6,095

$    20,805

$  (33,091)

$        (6,191)


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


F-5



12 | Page





LAZEX INC.

STATEMENTS OF CASH FLOWS


 

Year ended April 30, 2019

Year ended April 30, 2018

 

Operating Activities

 

 

 

 

Net income (loss)

$                   (28,289)

$                   (7,780)

 

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

Depreciation and amortization expense

2,600

2,466

 

 

Changes in operating assets and liabilities

 

 

 

 

Accrued expenses

(2,099)

(3,774)

 

 

Net cash provided by (used in) operating activities

(27,788)

(9,088)

 

 

 

 

 

Investing Activities

 

 

 

        Acquisition of intangible assets

-

(4,800)

 

        Net Cash used in investing activities

-

(4,800)

 


Financing Activities

 

 

 

 

Proceeds from sale of common stock

-

18,700

 

 

Proceeds from loan from shareholder

9,000

-

 

 

Net cash provided by financing activities

9,000

18,700

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

(18,788)

4,812

 

Cash and equivalents at beginning of the period

20,782

15,970

 

Cash and equivalents at end of the period

$                      1,994

$                   20,782

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

$                             -

$                             -

 

 

Taxes                                                                                           

$                             -

$                         34

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and

 

 

 

 

financing information:

 

 

 

 

Repurchase of common stock for refund payable

$                     1,200

$                           -

 


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


F-6





13 | Page




LAZEX INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2019 AND 2018


NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

LAZEX INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on July 12, 2015.  The Company operates in the travel agency and tours consulting business.


NOTE 2 - GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has an accumulated deficit since Inception (July 12, 2015) of $33,091 as of April 30, 2019 and more 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.  

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars.


Use of estimates


The preparation of financial statements in conformity with GAAP 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.


Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of April 30, 2019 or 2018.

F-7



14 | Page




Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and

amounts due to related parties.  The carrying amount of these financial instruments approximate fair value due to their short-term maturity.


Foreign Operations

The Company’s assets and operations are primarily maintained and conducted in the Czech Republic.  The Company’s functional currency is the US dollar and its cash is deposited in US based banks and is denominated in US dollars.


Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.


Intangible Assets

Computer Software is stated at cost and amortized on the straight-line method over the estimated life of 3 years.  At April 30, 2019 total capitalized cost was $4,800 and accumulated amortization was $3,066.  Amortization expense for the year ended April 30, 2019 and 2018 was $1,600 and $1,466, respectively.


Property and Equipment

Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years.  At April 30, 2019 total capitalized cost was $3,000 and accumulated depreciation was $2,250.  Depreciation expense for the years ended April 30, 2019 and 2018 was $1,000 and $1,000, respectively.


Net Income (Loss) Per Share

The Company computes income (loss) per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. As of April 30, 2019 and 2018 there were no potentially dilutive common shares outstanding.


Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Revenue Recognition

Beginning on May 1, 2018 we adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and consulting services.   The adoption of ASC Topic 606 had no impact on our prior year or previously disclosed amounts.


 In accordance with ASC Topic 606, revenue is recognized when the following criteria are met:

·

Identification of the contract, or contracts, with customer;

·

Identification of the performance obligations in the contract;

·

Determination of the transaction price;

·

Allocation of the transaction price to the performance obligations in the contract; and

·

Recognition of revenue when, or as, we satisfy performance obligation.


For the year ended April 30, 3019, the Company did not generate any revenue. For the year ended April 30, 2018, we generated $13,240 in revenues for tours and travel consulting services.  None of these services were provided to related parties.  

F-7



15 | Page



Recent Accounting Pronouncements

Although there are several new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations


NOTE 4 – CAPTIAL STOCK


The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.  On May 15, 2018, the Company canceled 60,000 of its common shares and accrued a stock refund payable of $1,200. As of April 30, 3019, the Company had 6,095,000 compared to 6,155,000 shares issued and outstanding as of April 30, 2018.


NOTE 5 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


Since July 12, 2015 (Inception) through April 30, 3019, the Company’s sole officer and director advanced the Company $10,114 to pay for incorporation costs and operating expenses, of which $9,000 was advanced during the year ended April 30, 2019.  As of April 30, 3019, the amount outstanding was $10,114. The advances are non-interest bearing, due upon demand and unsecured.


The Company’s sole officer and director provided services and office space. The Company does not pay any rent to or compensation for services rendered by its sole officer and director, and there is no agreement to pay any rent or compensation in the future.



NOTE 6 - MAJOR CUSTOMERS



During years ended April 30, 2019 and 2018, the following customers represented more than 10% of the Company’s sales:



 

 

 

 

 

 

 

 

 

 

Customer

 

Nine months ended April 30, 3019

 

Year ended April 30, 2018

 

 

$

 

%

 

$

 

%

Customer A

 

-

 

-

 

2,490

 

18.81

Customer B

 

-

 

-

 

2,950

 

22.28

Customer C

 

-

 

-

 

2,500

 

18.88

Customer D

 

 

 

 

 

5,300

 

40.03

 

 

 

 

 

 

 

 

 

Total concentration

 

-

 

-

 

13,240

 

100.00


NOTE 7 – INCOME TAXES


Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company used an effective tax rate of 21% when calculating the deferred tax assets and liabilities and income tax provision below.   

 

 

F-8


 

16 | Page


Net deferred tax liabilities consist of the following components as of April 30, 2019 and 2018:


 

 

2019

 

2018

Deferred tax asset:

 

 

 

 

     NOL Carryover

$

9,500

$

1,424

Deferred tax liabilities:

 

 

 

 

     Depreciation

 

(400)

 

(368)

 

 

 

 

 

Valuation allowance

 

(9,100)

 

(1,056)

Net deferred tax asset

$

-

$

-

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended April 30, 2019 and 2018 due to the following:


 

 

2019

 

2018

 

 

 

 

 

Book Income

$

(5,900)

$

(1,634)

Depreciation

 

400

 

210

Valuation allowance

 

5,500

 

1,424

     

$

-

$

-

At April 30, 2019, the Company had net operating loss carryforwards of approximately $36,000 that may be offset against future taxable income for the year 2020 through 2039. No tax benefit has been reported in the April 30, 2019 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. We are required to file income tax returns in the U.S. Federal jurisdiction. Tax years that remain subject to examination are 2016 and forward.

We comply with the provisions of FASB ASC 740 in accounting for our uncertain tax positions. ASC 740 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 ASC 740, we may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We have determined that we have no significant uncertain tax positions requiring recognition under ASC 740.

Due to the change in ownership provision of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards in future years may be limited.


NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10 management has performed an evaluation of subsequent events from April 30, 2019 through the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.




F-8



17 | Page



 


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed 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 the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer / Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Management’s Annual Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

 • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions;

 • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer/Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of April 30, 2019, as the result of material weaknesses. The material weaknesses result from individual material weaknesses and/or significant deficiencies in internal control that collectively constitute a material weakness.

A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness; yet important enough to merit attention by those responsible for oversight of the registrant's financial reporting. We had the following material weaknesses at April 30, 2019:

 •  We have a lack of proper segregation of duties.

•  Lack of audit committee or independent board of directors

•  Lack of in-house accounting knowledge

 • Our internal control structure lacks multiple levels of review and oversight.


Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.





18 | Page



ITEM 9B. OTHER INFORMATION


None.


PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY


Name and Address of Executive

  Officer and/or Director

Age

Position

Iuliia Gitelman

68/29 Husitska st., Zizkov, Prague, Czech Republic 13000

35

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)


Iuliia Gitelman has acted as our President, Treasurer, Secretary and sole Director since we incorporated on July 12, 2015. Ms. Gitelman owns 82.03% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Gitelman was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. We expect our director Iuliia Gitelman to successfully execute her duties on the account of professional education in tourism. She graduated from The Institute of Hospitality Management in Prague (Czech Republic), in 2005, where she had managed to receive professional knowledge and enlarge it while studying the Master's program course in the same university from 2006 to 2008. Since 2008 till 2009, she worked in travel agency “Kokpit Arena Franko Tour”, LLC as tour’s manager. Later, in 2009 she received MBA in Hospitality and tourism in The New European College (NEC), in Munich, Germany. Since 2009 till 2014, she worked in Staropramen Brewery museum as project manager. Since 2014 till 2015, she was a freelance tour guide in Prague (Czech Republic). As she successfully advanced in her career paired with training for MBA, we expect that Ms. Gitelman’s specific experience, qualifications, attributes and skills can lead our company to an advanced level.

During the past ten years, Ms. Gitelman has not been the subject to any of the following events:

1.

Any bankruptcy petition filed by or against any business of which Ms. Gitelman was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

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 Ms. Gitelman’s involvement in any type of business, securities or banking activities.

4.

Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.

Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6.

Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.

Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

1.

Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


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 nominal operations, at the present time, we believe the services of a financial expert are not warranted.


SIGNIFICANT EMPLOYEES


Other than our director, we do not expect any other individuals to make a significant contribution to our business.




19 | Page



ITEM 11. EXECUTIVE COMPENSATION



The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the years ended April 30, 2019 and 2018:


Summary Compensation Table


 

 

 

 

 

 

 

 

 

 

Name and

Principal

Position

Period

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

All Other

Compensation

($)

All Other

Compensation

($)

Total

($)

Iuliia Gitelman, President, Secretary and Treasurer

Year ended April 30 2018


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-

Year ended April 30 2018


-0-


-0-


-0-


-0-


-0-


-0-


-0-


-0-


There are no current employment agreements between the company and its officer.


There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.


CHANGE OF CONTROL


As of April 30, 2019, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table sets forth information as of April 30, 2019 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.


Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of 

Beneficial Ownership

Percentage

Common Stock

Iuliia Gitelman

68/29 Husitska st., Zizkov, Prague, Czech Republic 13000

5,000,000  shares of common stock (direct)

 

82.03%


The percent of class is based on 6,095,000 shares of common stock issued and outstanding as of the date of this annual report.



20 | Page



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On April 29, 2016, we issued a total of 5,000,000 shares of restricted common stock to Iuliia Gitelman, our sole officer and director in consideration of $5,000. Further, Ms. Gitelman has advanced funds to us. As of April 30, 2019, Ms. Gitelman has advanced to us $10,114, of which $9,000 was advanced during the year ended April 30, 2019. There is no due date for the repayment of the funds advanced by Ms. Gitelman. Ms. Gitelman will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation. The obligation to Ms. Gitelman does not bear interest. There is no written agreement evidencing the advancement of funds by Ms. Gitelman or the repayment of the funds to Ms. Gitelman.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


During fiscal years ended April 30, 2019 and 2018, we incurred the following fees to our independent certified public accountant:


 

 

April 30, 2019

 

April 30, 2018

Audit fees


$

11,200

 


$

6,396

Audit related fees

 

-

 

 

-

Tax fees

 

-

 

 

-

All other fees

 

-

 

 

-

Total fees

$

11,200

 

$

6,396


"Audit Fees" consisted of fees billed for services rendered for the audit of the Company’s annual financial statements and\ audit related fees are for review of the financial statements included in the Company’s quarterly reports on Form 10-Q.


ITEM 15. EXHIBITS


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


Exhibits:



31.1 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 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.

                                         

 

 

 


LAZEX INC.


Dated: August 6, 2019


By: /s/ Iuliia Gitelman

 

Iuliia Gitelman, President and

Chief Executive Officer and Chief Financial Officer






21 | Page



     

Exhibit 31.1

  

Certification of Chief Executive Officer pursuant to Securities Exchange

Act of 1934 Rule 13a-14(a) or 15d-14(a).  



I, Iuliia Gitelman, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Lazex, Inc.;

  

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  

4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

  

a)

  

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  

 

 

 

b)

  

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  

 

 

 

c)

  

evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  

 

 

 

d)

  

disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

 

  

 

 

 

5.

  

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):

 

  

 

 

 

a)

  

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

 

  

 

 

 

b)

  

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

 

  

  

  

  

  

 

 

 

 

  

  

  

  

  

 

 

 

 

  

  

  

  August 6, 2019,                                          By:

/S/                           Iuliia Gitelman

  

 

 

 

Name:         Iuliia Gitelman

  

 

 

                                                                                                                                Title:                 President and

                                                                                                                                                         Chief Executive Officer and Chief Financial Officer




     

Exhibit 32.1

  

  

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  


  

In connection with the Annual Report of Lazex, Inc. (the Company) on Form 10-K for the year ended April 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Iuliia Gitelman, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.




August 06, 2019                                                       By:       S/                            Iuliia Gitelman

                                                                                  Name:                           Iuliia Gitelman

                                                                                  Title:                           President and Chief Executive Officer and Chief Financial Officer