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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 May 31, 2025

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-274140

LONDAX CORP.

(Exact name of registrant as specified in its charter)

Wyoming	7371	35-2807931
State or Other Jurisdiction of	Primary Standard Industrial	IRS Employer
Incorporation or Organization	Classification Code Number	Identification Number

Puces iela 47, Riga,

Latvia LV-1082

+371 29591676

londaxcorp@protonmail.com

(Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered under Section 12(g) of the Exchange Act:

ordinary shares, par value $0.001 per share
(Title of Class)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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 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

☒

Emerging growth company

☒

Smaller reporting company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,231,135 common shares issued and outstanding as of September 2, 2025.

TABLE OF CONTENTS


		Page

PART I

Item 1.	Business.	3
Item 1A.	Risk Factors.	5
Item 1B.	Unresolved Staff Comments.	5
Item 1C.	Cybersecurity.	5
Item 2	Properties.	6
Item 3.	Legal proceedings.	6
Item 4.	Mine Safety Disclosures.	6

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6.	[Reserved]	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 8.	Financial Statements and Supplementary Data.	11
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	11
Item 9A.	Controls and Procedures.	11
Item 9B.	Other Information.	12
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	12

PART III

Item 10	Directors, Executive Officers and Corporate Governance.	13
Item 11.	Executive Compensation.	15
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.	16
Item 14.	Principal Accounting Fees and Services.	16

PART IV

Item 15.	Exhibits and Financial Statement Schedules.	17
Item 16.	Form 10–K Summary.	17

Signatures		18

PART I

Item 1. Business.

DESCRIPTION OF BUSINESS

Our company was established as a Wyoming corporation on May 19, 2023. As a developmental-stage enterprise, our primary focus is on offering IT consulting services and software development solutions. Our web site is https://londaxcorp.com/. Currently, we have developed and implemented our flagship product https://londax.ai/, which comprises a Customer Relationship Management (CRM) System, Applicant Tracking Systems (ATS), and out-staffing services.

Our principal executive office is located at Puces iela 47, Riga, Latvia LV-1082. Our phone number is +371 29591676.

Our company develop and implement a customized Customer Relationship Management (CRM) System that facilitates out-staffing for our future clients. Our software is designed to seamlessly integrate into our clients' corporate structure, enabling them to hire and manage their staff, including top managers and IT specialists, with ease.

We are intending to operate in Europe with potential for working worldwide. From a technical perspective, londax.ai is a web application consisting of Frontend and Backend components hosted on cloud services provided by AWS. Londax.ai CRM system is developed for analyzing and monitoring the recruitment process using a funnel (hiring stages) and analyzing the KPIs of the already hired personnel. Currently, our main dashboard consists of: 1) Segment for Recruitment: funnel, creating job postings (manual \ AI) and portal for applicants.2) Segment for; Employees: Profile, password and personal data change and Help.

For the Artificial Intelligence functionality (advertisement generation), the OpenAI API is used.

Revenue

Our possible revenue streams are following:

	1.	Subscription-Based Revenue Model: This revenue stream involves charging clients a monthly or annual fee for access to our CRM system. We can offer various rate plans, enabling clients to choose a subscription that best suits their needs and budget.
	2.	Customization Services: We can charge clients on a project basis for customization services. This revenue stream involves working closely with clients to develop customized solutions that meet their specific needs and objectives.
	3.	Data Migration Services: We can partner with data management companies to offer data migration services to clients who need to transfer their data from their existing system to our CRM system. This revenue stream involves charging clients a fee for data migration services.
	4.	Training and Consulting Services: We can offer training and consulting services to help clients get the most out of our CRM system. This revenue stream involves charging clients a fee for training and consulting services.
	5.	Integration Services: We can offer integration services to enable clients to integrate our CRM system with other software solutions. This revenue stream involves charging clients a fee for integration services.
	6.	Maintenance and Support Services: We can offer maintenance and support services to ensure that our clients' CRM system is functioning properly and to provide technical support as needed. This revenue stream involves charging clients a fee for maintenance and support services.
	7.	Upgrades and Add-Ons: We can offer upgrades and add-ons to our CRM system to provide additional functionality or to keep up with changing technologies. This revenue stream involves charging clients a fee for upgrades and add-ons.

Marketing and Competition

Our business is focused on the online market, and we intend to utilize various online marketing tools to promote our services effectively. To reach our potential clients, we plan to employ banners, flags, and video advertisements on popular social media platforms such as Facebook, Twitter, Instagram, and YouTube. We will present our services in an organized web catalog that can be easily accessed through our website and mobile application. Our catalog will be categorized and tagged to facilitate user-friendliness.

We intend to leverage context advertising tools such as Google AdWords, Yahoo!, and similar tools provided by AOL and Facebook to attract customer attention. Additionally, we will utilize SEO (Search Engine Optimization) to ensure that our application and web platform appear at the top of search queries related to our services.

We will participate in advertising conventions, workshops, presentations, and similar events to promote our application and services. We will also advertise our services in printed and electronic issues of magazines, commercial web communities, and communities of advertising professionals.

To further enhance our promotional activities, we will establish our social media pages on popular platforms such as Facebook, Twitter, and Instagram. We plan to demonstrate how our product works and performs on these platforms to increase customer engagement. We will also use WhatsApp accounts to post up-to-date information and create discussion channels with our customers and interested individuals. We believe that instant messaging platforms like WhatsApp, Telegram, and others will help us react and interact with our customers more efficiently.

Our company has designed our services to cater to small to midsize business entities, with the flexibility to adjust and accommodate their evolving needs as they grow.

We operate in a highly competitive industry, our strategy focuses on the following aspects:

	1.	Our officers and directors have professional management and marketing experience and a vast network.
	2.	Our customized approach aligns with the values, mission, and market needs of our clients.
	3.	We continuously analyze contemporary social media trends without interruption.
	4.	We utilize AI, data science, and data analysis to increase efficiency and productivity.

Despite the presence of numerous competitors in the market, our advantages include a focus on small and medium-sized businesses, as well as a willingness to work with larger companies. We prioritize customization and tailor our products and solutions to meet our clients' unique needs, while also providing maximum integration on their behalf.

Employees; Identification of Certain Significant Employees.

We have no employees other than our president, Olegs Pavlovs, who currently devotes approximately twenty hours per week to company matters.

Government Regulation

Our principal office is located in Latvia and we are intending to operate in EU (European Union). We are might be subject of following EU governmental regulations:

GDPR governs the processing of personal data in the European Union (EU). Our Company must ensure that we comply with GDPR when collecting, storing, and processing personal data through their software products.

Consumer Protection Laws. This EU directive establishes rules for online and distance sales, including software. It covers issues such as the right of withdrawal, warranties, and dispute resolution.

Copyright Law: Software is subject to copyright protection in most European countries. Our Company must respect the intellectual property rights of others and enforce their own software copyrights.

Export Control Regulations: If our software includes encryption technology or has other export-controlled components, we may need to comply with EU and national export control regulations.

E-Commerce Directive: This directive addresses various legal aspects of e-commerce, including electronic contracts, electronic signatures, and liability of online service providers.

Antitrust and Competition Laws: Our Company must comply with EU and national competition laws, which can affect software pricing, distribution, and licensing practices.

VAT (Value Added Tax): VAT rules can vary from country to country within the EU, and they may apply to the sale of our software products.

Contract Law: Software sales often involve licensing agreements and contracts. Company should ensure that our contracts comply with applicable contract laws and are enforceable.

Network and Information Security Directive (NIS Directive): This directive imposes cybersecurity requirements on operators of essential services and digital service providers.

Sanctions and Embargoes: Depending on the nature of our software and its use cases, we may need to be aware of EU sanctions and embargoes that restrict the sale or export of certain software products to specific countries.

Offices

Our business office is located at Puces iela 47, Riga, Latvia LV-1082. This address was provided by our president, Mr. Pavlovs. Our telephone number is +371 29591676.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments.

Not applicable to smaller reporting companies.

Item 1C. Cybersecurity.

The Company currently relies on third-party hosting and software providers for its core platform operations, email communications, and data storage. These vendors maintain their own cybersecurity programs, which include network protection, access controls, and incident response procedures. While Londax Corp. does not yet employ a dedicated IT security team, its directors are actively involved in overseeing operational and technological risk, including cybersecurity.

Executive management, consisting of the Chief Executive Officer and the Board, is responsible for identifying, evaluating, and responding to potential cyber risks. The Company periodically reviews its internal systems and third-party vendor protocols to assess vulnerabilities and ensure secure handling of sensitive business information.

To date, Londax Corp. has not experienced any material cybersecurity incidents, and no specific threat has materially affected or is reasonably likely to materially affect the Company’s business strategy, operations, or financial condition. However, the Company recognizes that its reliance on cloud infrastructure and digital communication tools poses an ongoing cybersecurity risk and will continue to assess and strengthen controls as operations scale.

Management plans to formalize its cybersecurity policies and implement internal training protocols as the business grows.

As of May 31, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

Item 2. Properties.

We do not own any real estate or other properties.

Item 3. Legal Proceedings.

During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

MARKET INFORMATION

There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the OTC Link upon the effectiveness of the registration statement of which this prospectus forms a part. We can provide no assurance that our shares will be traded on the OTC Link, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

HOLDERS

Currently, we have 52 holders of record of our common stock.

DIVIDEND POLICY

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Wyoming Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course of business, or;

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

We have no equity compensation or stock option plans.

RECENT SALES OF UNREGISTERED SECURITIES

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On May 31, 2023 the Company issued 4,000,000 shares of common stock to our president for consideration of $4,000 at par value $0.001 per share.

In January 2024 the Company issued 705,203 shares of common stock for consideration of $21,156 at par value $0.03 per share.

In February 2024 the Company issued 420,200 shares of common stock for consideration of $12,606 at par value $0.03 per share.

In March 2024 the Company issued 105,732 shares of common stock for consideration of $3,172 at par value $0.03 per share.

There were 5,231,135 and 5,231,135 shares of common stock issued and outstanding as of May 31, 2025 and 2024.

OTHER STOCKHOLDER MATTERS

None.

Item 6. [Reserved]

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

Results of Operations for the years ended May 31, 2025 and 2024:

Revenue

For the years ended May 31, 2025 and 2024, the Company generated total revenue of $66,410 and $25,297, respectively, from providing services to its customers. Revenue increased by approximately $41,113, or 162.5%, for the year ended May 31, 2025, compared to the same period in 2024. The increase was mainly due to a higher volume of services delivered and an expanded customer base.

Cost of sales

Cost of sales for the years ended May 31, 2025 was $12,000, compared to $0 for the comparable period in 2024.

Operating expenses

Total operating expenses for the year ended May 31, 2025 were $55,608 ($27,179 for the year ended May 31, 2024) consisting of amortization and depreciation expense of $11,287 ($1,100 for the year ended May 31, 2024); general and administrative expenses of $26,932 ($4,271 for the year ended May 31, 2024); professional fees of $17,389 ($21,808 for the year ended May 31, 2024). Operating expenses increased by approximately $28,429, or 104.6%, for the year ended May 31, 2025 as compared to the same period of 2024. The change was primarily due to higher General and Administrative expenses and amortization expenses. General and Administrative expenses increased due to an increase in intangible asset development expenses. Amortization expenses increased as the Company capitalized a portion of the intangible asset development costs.

Net Losses

The company recorded a net loss of $1,198 for the years ended May 31, 2025, and $1,882 for the year ended May 31, 2024. As a result of the factors described above, net loss for the year ended May 31, 2025 decreased by approximately $684, or 36.3%, as compared for the same period for 2024.

LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2025, the Company had $10,606 in cash and our liabilities were $55,653, comprising $51,372 in accounts payable and $4,281 owed to Olegs Pavlovs, our president.

As of May 31, 2024, the Company had $1,664 in cash and our liabilities were $18,772, comprising $14,512 in accounts payable and $4,260 owed to Olegs Pavlovs, our president.

Since inception to May 31, 2025, we have sold 5,231,135 shares of common stock to our president and shareholders.

Cash Flows from Operating Activities

Net cash used in operating activities was $94,461 for the year ended May 31, 2025, compared with $53,782 used in operating activities during the year ended May 31, 2024.

During the year ended May 31, 2025, the net cash of $94,461 used in operating activities was attributed to net loss of $1,198; decreased by amortization and depreciation expense of $11,287, software in development of $33,000; and increased by accounts payable of $51,372.

During the year ended May 31, 2024, the net cash of $53,782 used in operating activities was attributed to net loss of $1,882; decreased by amortization and depreciation expense of $1,100; and increased by prepaid expenses of $20,000 and software in development of $33,000.

Cash Flows from Investing Activities

For the year ended May 31, 2025, net cash flows provided by or used in investing activities was $71,028, which was attributable to the capitalization of the development of intangible assets.

For the year ended May 31, 2024, net cash flows provided by or used in investing activities was $3,500, which was attributable to website acquisition.

Cash Flows from Financing Activities

For the year ended May 31, 2025, net cash flows provided by financing activities was $14,491, which was attributable to repayments of Notes Payable and net advances received from related parties.

For the year ended May 31, 2024, net cash flows provided by financing activities was $54,946, which was attributable to proceeds from the issuance of common stock and net advances received from related parties.

Recent Accounting Pronouncements

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

LIMITED OPERATING HISTORY; 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.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

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

Not applicable for smaller reporting companies.

Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms (PCAOB ID: 6993)	F-2

Balance Sheets – May 31, 2025 and 2024	F-4

Statements of Operations – Years ended May 31, 2025 and 2024	F-5

Statements of Stockholders’ Equity – Years ended May 31, 2025 and 2024	F-6

Statements of Cash Flows – Years ended May 31, 2025 and 2024	F-7

Notes to the Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

LONDAX CORP.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Londax Corp (the ‘Company’) as of May 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ equity / (deficit) and cash flows for each of the two years in the period ended May 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2025 and 2024, 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, the Company suffered an accumulated deficit of $(3,279), and a negative working capital of $(25,047). The Company currently have limited revenue. The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company’s obligations as they become due. These factors raise substantial doubt about the Company ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

F-2

Going Concern Uncertainty – See also Going Concern Uncertainty explanatory paragraph above:

As described in Note 2 to the financial statements, the Company has operating losses and accumulated deficit. Furthermore, the company have generated limited revenue since the inception of business. The ability of the Company to continue as a going concern is dependent upon generating profitable business operation and obtaining additional working capital funding by way of a private or public offering. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The procedures performed to address the matter included.

	(i)	We inquired of executive officers, and key members of management, of the Company regarding factors that would have an impact on the Company’s ability to continue as a going concern,
	(ii)	We evaluated management’s plan for addressing the adverse effects of the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Company’s ability to generate sufficient cash flow,
	(iii)	We assessed the possibility of raising additional debt or credit,
	(iv)	We evaluated the completeness and accuracy of disclosures in the financial statements.

/S/ Boladale Lawal

BOLADALE LAWAL & CO.

(Chartered Accountants)

(PCAOB ID 6993)

Lagos, Nigeria

We have served as the Company’s auditor since 2024.

September 1, 2025

F-3

LONDAX CORP.

BALANCE SHEETS

	May 31, 2025 (Audited)			May 31, 2024 (Audited)
ASSETS

Cash	$	10,606		$	1,664
Prepaid Expenses		20,000			20,000
Software in Development		–			33,000
Total Current Assets		30,606			54,664

Fixed Assets, Net		187			374
Mobile App, Net		21,580			–
Software Development Costs, Net		29,607			–
Website, Net		11,328			2,587
Total Other Assets		62,702			2,961

Total Assets	$	93,308		$	57,625
LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts Payable	$	51,372		$	–
Notes Payable		–			14,512
Related Party Loan		4,281			4,260
Total Current Liabilities		55,653			18,772

Common Stock, $0.001 par value, 75,000,000 shares authorized; 5,231,135 and 5,231,135 shares issued and outstanding, respectively		5,231			5,231
Additional Paid-in Capital		35,703			35,703
Accumulated Income (Deficit)		(3,279	)		(2,081	)
Total Stockholders’ Equity		37,655			38,853

Total Liabilities and Stockholders’ Equity	$	93,308		$	57,625

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

F-4

LONDAX CORP.

STATEMENTS OF OPERATIONS

Years ended May 31, 2025 and 2024

	Year ended May 31, 2025 (Audited)			Year ended May 31, 2024 (Audited)

REVENUES	$	66,410		$	25,297
Cost of sales		12,000			–
GROSS PROFIT		54,410			25,297

OPERATING EXPENSES
Amortization and Depreciation Expense		11,287			1,100
General and Administrative Expenses		26,932			4,271
Professional Fees		17,389			21,808
TOTAL OPERATING EXPENSES		55,608			27,179

NET INCOME /(LOSS) FROM OPERATIONS		(1,198	)		(1,882	)

PROVISION FOR INCOME TAXES		–			–

NET INCOME /(LOSS)	$	(1,198	)	$	(1,882	)

NET INCOME /(LOSS) PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		5,231,135			4,408,238

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

F-5

LONDAX CORP.

STATEMENTS OF STOCKHOLDERS’ EQUITY

Years ended May 31, 2025 and 2024


	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity

Balance, May 31, 2024		5,231,135	$	5,231	$	35,703	$	(2,081	)	$	38,853

Net Loss for the year ended May 31, 2025		–		–		–		(1,198	)		(1,198	)

Balance, May 31, 2025		5,231,135	$	5,231	$	35,703	$	(3,279	)	$	37,655



Inception, May 31, 2023		4,000,000	$	4,000	$	–	$	(199	)	$	3,801

Common stock issued for cash		1,231,135		1,231		35,703		–			36,934
Net Loss for the year ended May 31, 2024		–		–		–		(1,882	)		(1,882	)

Balance, May 31, 2024		5,231,135	$	5,231	$	35,703	$	(2,081	)	$	38,853

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

F-6

LONDAX CORP.

STATEMENTS OF CASH FLOWS

Years ended May 31, 2025 and 2024

	Year ended May 31, 2025 (Audited)			Year ended May 31, 2024 (Audited)

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(1,198	)	$	(1,882	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization and Depreciation Expense		11,287			1,100
Prepaid Expenses		–			(20,000	)
Software in Development		33,000			(33,000	)
Accounts Payable		51,372			–
CASH FLOWS USED IN OPERATING ACTIVITIES		94,461			(53,782	)

CASH FLOWS FROM INVESTING ACTIVITIES
Software Development Costs		(36,828	)		–
Mobile App		(23,000	)		–
Website		(11,200	)		(3,500	)
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES		(71,028	)		(3,500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Notes Payable		(14,512	)		14,512
Proceeds from the Issuance of Common Stock		–			36,934
Related Party Loan		21			3,500
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		(14,491	)		54,946

Net increase (decrease) in cash and equivalents		8,942			(2,336	)
Cash and equivalents at beginning of the period		1,664			4,000
Cash and equivalents at end of the period	$	10,606		$	1,664

Supplemental cash flow information:
Cash paid for:
Interest	$	–		$	–
Taxes	$	–		$	–

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

F-7

LONDAX CORP.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED MAY 31, 2025

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Londax Corp. (referred as the “Company”, “we”, “our”) was Incorporated in the State of Wyoming and established on May 19, 2023. We are a Software Development company that offers Consulting services.

Our office is located at Puces iela 47, Riga, Latvia LV-1082.

NOTE 2 – GOING CONCERN

The Company’s financial statements have been prepared assuming that it 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 an accumulated loss of $3,279 as of May 31, 2025, a net loss of $1,198 for the year ended May 31, 2025. The Company has Related Party Loan on a balance sheet of $4,281 as of May 31, 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. 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 the Company’s 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 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The Company’s year-end is May 31.

Development Stage Company

The Company is a development stage company as defined in the Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

The Company has elected to adopt application of Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

F-8

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

The Company issued 4,000,000 common shares for consideration of $4,000 at par value $0.001 to the Company’s president Olegs Pavlovs. The Company owes $4,281 in Related Party Loan currently to president as per Incorporation expenses of May 31, 2025.

Website, Mobile Application and Software Development Costs

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs.

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

F-9

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic 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 income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

As of May 31, 2025 and 2024, there were no potentially dilutive debt or equity instruments issued or outstanding.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

Note 4 – FIXED ASSETS

As of May 31, 2025, our fixed assets comprised of $561 in equipment. Depreciation expense of equipment was $374 as of May 31, 2025.

Note 5 – INTANGIBLE ASSETS

In August 2023 the Company acquired a website for $3,500 to provide its services to customers. Amortization expense of the website was $2,079 as of May 31, 2025.

In November 2024 the Company completed the development of another website to advertise its services. The total cost of the website development was $8,855. On November 30, 2024, the Company capitalized $7,700 of the website development costs. Amortization expense of the website was $1,283 as of May 31, 2025.

Additionally, in May 2025 we introduced a new website to promote services for Android mobile application users. The total cost of the website development was $7,500. On May 29, 2025, the Company capitalized $3,500 of the website development costs. Amortization expense of the website was $9 as of May 31, 2025.

F-10

In February 2025 the Company completed the development of mobile application. The total cost of the mobile application development was $17,029. On February 15, 2025, the Company capitalized $14,000 of the mobile application development costs. Amortization expense of the mobile application was $1,347 as of May 31, 2025.

In May 2025 we launched our Android mobile application, as the previous version was only available for iOS users. The total cost of the mobile application development was $16,000. On May 23, 2025, the Company capitalized $9,000 of the mobile application development costs. Amortization expense of the mobile application was $73 as of May 31, 2025.

The Company has developed its Customer Relationship Management (CRM) platform. The total cost of the CRM platform is $37,000. On August 31, 2024, the Company capitalized $28,828 of platform development costs. As of May 31, 2025, the total amount of the CRM platform development costs was $28,828. Amortization expense of the CRM platform development costs was $7,207 as of May 31, 2025.

The Company has launched its Interview Kit Generator Program at https://roleform.com/. We created Roleform to help non-technical founders, recruiters, and hiring managers quickly generate high-quality interview questions. It saves time, ensures better candidate evaluation, and improves hiring decisions even without deep expertise in the role. The total cost of the Program is $15,000. On May 30, 2025, the Company capitalized $8,000 of the Program development costs. As of May 31, 2025, the total amount of the Program development costs was $8,000. Amortization expense of the Program development costs was $14 as of May 31, 2025.

The Company believes that the development of its websites, mobile applications, CRM platform and Interview Kit Generator Program will be relevant for 3 years with its constant testing and improvement.

Note 6 – SOFTWARE IN DEVELOPMENT

Software in development primarily consists of prepaid software development costs. These costs are currently recorded as an asset and will be partially capitalized upon the successful completion of the development process, in accordance with applicable accounting standards. Until completion, these costs are reviewed periodically for impairment.

The balance of Software in Development as of May 31, 2025 and 2024 was $0 and $33,000, respectively.

Note 7 – RELATED PARTY LOAN

As of May 31, 2025, the Company owed $4,281 to the Company’s president for the Company’s working capital purposes. The amount is outstanding and payable upon request.

Note 8 – COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On May 31, 2023 the Company issued 4,000,000 shares of common stock to our president for consideration of $4,000 at par value $0.001 per share.

In January 2024 the Company issued 705,203 shares of common stock for consideration of $21,156 at par value $0.03 per share.

In February 2024 the Company issued 420,200 shares of common stock for consideration of $12,606 at par value $0.03 per share.

In March 2024 the Company issued 105,732 shares of common stock for consideration of $3,172 at par value $0.03 per share.

There were 5,231,135 and 5,231,135 shares of common stock issued and outstanding as of May 31, 2025 and 2024.

F-11

Note 9 – COMMITMENTS AND CONTINGENCIES

Our president have agreed to provide her own premise under office needs. He will not take any fee for these premises; it is for free use.

Note 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to May 31, 2025, to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than as described below.

On July 31, 2025, Olegs Pavlovs, president and director of Londax Corp., decided to cancel 3,000,000 of his restricted shares. The cancellation was made without any compensation or consideration, and in the best interest of the Company. This action resulted in a material change to the Company's capital structure and a reduction in total outstanding shares, impacting the Company’s reported shareholder equity and ownership distribution. The cancellation is effective as of July 31, 2025.

F-12

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

In June 2024 the Company changed its independent registered public accounting firm from BF Borgers CPA PC to Boladale Lawal & Co. There were no disagreements between the parties.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures were not effective as of May 31, 2025. See material weaknesses discussed below in Management’s Annual Report on Internal Control over Financial Reporting.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO – 2013”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1. We lack an adequate internal control structure – Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls.

2. We do not have appropriate segregation of duties or adequate accounting resources – The Company has only one employee that does not have sufficient accounting knowledge, experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to ensure adequate financial reporting. Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

3. We do not have appropriate information technology controls – The Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further there are no IT controls in place to prevent changes to, or misstatement in, financial reporting.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by COSO.

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

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during the year ended May 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

During the quarter ended May 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

The names, ages and titles of our executive officers and directors are as follows:

Name and Address of Executive Officer and/or Director	Age	Positions
Olegs Pavlovs Puces iela 47, Riga, Latvia LV-1082	53	President, Secretary, Treasurer and Director

Ani Vashakidze Lepju 8/4, Riga, Latvia, LV1016	27	Director

Georgi Loloshvili Silikatu 7A, Riga, Latvia, LV1016	22	Director

Olegs Pavlovs

Olegs Pavlovs has acted as our President, Secretary, Treasurer and Director since our incorporation on May 19, 2023. Mr. Pavlovs owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Pavlovs was going to be our President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors. Mr. Pavlovs has an MBA degree in The RISEBA University of Applied Sciences. Since 1997 till 2020, he worked on the top management positions at SIA “Venden”. Since 2011 to 2021, he worked as a CEO at “Scandinavian Innovation Group”. We believe that Mr. Pavlovs’s specific experience, qualifications and skills will enable to develop our business.

Ani Vashakidze

On August 7, 2025, Ms. Ani Vashakidze appointed as a director of the Company. Ms. Vashakidze, age 27, has experience as the marketing director. Ani Vashakidze holds a Bachchelors’s Degree in Marketing from International Black Sea University, Tbilisi, Georgia. Ms. Vashakidze, has worked as an independent marketing consultant, acting in the capacity of Marketing Director for various clients in the field of IT and e-commerce across Georgia and Latvia, from June 2023 to August 2025. We believe that Ani Vashakidze’s diverse experience, qualifications, and skills will significantly contribute to the growth and development of our business

Georgi Loloshvili

On July 11, 2025, Mr. Georgi Loloshvili appointed as a director of the Company. Mr. Georgi Loloshvili, age 22, has experience as the owner of an IT company. Mr.Loloshvili received his Bachelors Degree in Computer Science from Georgian Technocal University, Tbilisi, Georgia. Giorgi Loloshvili has acted as the owner of GEOLAT Company from February 2023 to August 2025. We believe that Giorgi Loloshvili’s experience, qualifications, and skills provide a strong foundation for contributing to and developing our business.

During the past ten years, our directors have not been the subject to any of the following events:

1. Any bankruptcy petition filed by or against any business of which one of our directors 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 our directors’ involvement in any type of business, securities or banking activities.

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

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

6. Were found by a court of competent jurisdiction in a civil action or by the Commission to have

violated any Federal or State securities law, and the judgment in such civil action or finding by the

Commission has not been subsequently reversed, suspended, or vacated;

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

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

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

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

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of three members, and two of them are qualified as independent directors in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.

In addition, our board of directors has not made a subjective determination as to our directors that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us regarding to our director’s business and personal activities and relationships as they may relate to our management and us.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Item 11. Executive Compensation.

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

The following tables set forth certain information about compensation paid, earned or accrued for services by our directors for the fiscal years May 31, 2025 and 2024:

Name and Principal Position	Period	Salary ($)	Bonus ($)	Stock Awards ($)*	Option Awards ($)*	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Olegs Pavlovs,	2025	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
President, Director, Treasurer and Secretary	2024	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Georgi Loloshvili,	2025	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Director	2024	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Ani Vashakidze,	2025	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Director	2024	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

Our officers and directors receive no compensation for his services at this time.

EMPLOYMENT AGREEMENTS

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

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company’s board of directors has not adopted any formal policy, predetermined schedule, or plan governing the timing of option or stock appreciation right grants. Accordingly, the board does not follow any set practice as to when such awards are granted.

The board of directors (and the compensation committee, where applicable) does not take material nonpublic information into account when determining the timing or terms of option or stock appreciation right awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During the last completed fiscal year, the Company did not grant any options or stock appreciation rights to named executive officers within the period beginning four business days before and ending one business day after the disclosure of material nonpublic information. Therefore, the tabular disclosure required by Item 402(x)(2) of Regulation S-K is not applicable.

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

The following table sets forth certain information relating to the beneficial ownership of our common stock as of September 2, 2025, by:

	·	each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock;
	·	each of our directors;
	·	each of our named executive officers; and
	·	all directors and executive officers as a group.

Title of class

Name and Address of

Beneficial Owner

Amount and Nature of Beneficial Ownership

Percent of

Common Stock

Common Stock

Olegs Pavlovs

Puces iela 47, Riga, Latvia LV-1082

1,000,000 shares of

common stock

45%

Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.

Percent of class is calculated on the basis of the number of fully diluted shares outstanding on September 2, 2025 (2,231,135).

On May 31, 2023, we issued a total of 4,000,000 shares of restricted common stock to Olegs Pavlovs, our president in consideration of $4,000.

Further, Mr. Pavlovs has advanced funds to us. As of May 31, 2025, Mr. Pavlovs advanced us $4,281. The Company agrees to repay this loan upon request, from revenues of operations if and when we generate sufficient revenues to pay the obligation.

Item 14. Principal Accountant Fees and Services.

We incurred approximately $13,749 for the fiscal year ended May 31, 2025 and $13,425 for the fiscal year ended May 31, 2024, in fees to our principal independent accountants, Boladale Lawal & Co, and our former principal independent accountants, BF Borgers CPA PC, for professional services rendered in connection with annual audit and quarterly reviews.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

Number		Description

19		Policy Regarding Insider Trading

23.1		Consent of Registered Independent Public Accountants

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

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

32.1		Certification of principal executive and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
101.LAB		Inline XBRL Labels Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
104		The cover page to this Quarterly Report on Form 10-K has been formatted in Inline XBRL

Item 16. Form 10–K Summary.

Not applicable.

SIGNATURES

In accordance with the requirements of the Securities Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	LONDAX CORP.

Date: September 2, 2025	By:	/s/	Olegs Pavlovs
		Name:	Olegs Pavlovs
		Title:	President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

Signature	Title	Date
/s/ Olegs Pavlovs Olegs Pavlovs	President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)	September 2, 2025

/s/ Georgi Loloshvili Georgi Loloshvili	Director	September 2, 2025

/s/ Ani Vashakidze Ani Vashakidze	Director	September 2, 2025

Londax Corp. 10-K