The information contained in this prospectus is not complete and may be changed. ~~These~~A registration statement relating to these securities ~~may not be sold until the registration statement~~has been filed with the Securities and Exchange Commission isand these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. ~~There is no minimum purchase requirement~~

This prospectus relates to the offer and sale by the persons named in this prospectus, whom we call Selling Shareholders, of up to:

The Selling Shareholders may sell their shares at prevailing market or privately negotiated prices, including in one or more transactions that may take place by ordinary broker’s transactions, privately negotiated transactions or through sales to one or more dealers for resale.

~~This is the initial offering of common stock of GLOLEX, INC. and no public market currently exists for the securities being offered. We are registering for sale~~Selling Shareholders; however, we will receive a total of ~~5,000,000~~approximately $1.3 million if all of the warrants are exercised in full for cash.

All costs incurred in the registration of the shares are being borne by the Company.

Our common stock trades on the OTCPink market under the symbol OMWS. On April 12, 2022, the closing price for our common stock was $0.31.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 3.

Prospectus dated , 2022.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references in this prospectus to “we”, “us” “the Company” or “Omnia” or similar terms refer to Omnia Wellness Inc., a Nevada corporation, and, unless the context otherwise requires, together with its consolidated subsidiaries.

We and the Selling Shareholders have not authorized anyone to provide you with information or to make any representations other than those contained in this prospectus. We and the Selling Shareholders take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We, and to our knowledge the Selling Shareholders have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to, the offering of the shares of common stock ~~at a fixed price~~and the distribution of ~~$0.02 per share~~this prospectus outside the United States.

TRADEMARKS

This prospectus contains references to our trademarks, trade names and service marks. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the ~~general public~~fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in ~~best efforts offering.~~this prospectus (or documents we have incorporated by reference) are the property of their respective holders. We ~~estimate~~do not intend our ~~total offering registration costs~~use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this prospectus involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be ~~approximately $8,000.~~materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “would” or “continue” or the negative of these terms or other similar expressions. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, the results projected from the introduction of new brands, products and services, expansion into new geographic markets, combinations with third parties, including, but not limited to licensors; projections of international growth; projected increase in profitability that could lead to increased margins; our ability to address and manage cyber-security risks; our ability to protect our intellectual property, on which our business is substantially dependent; our expectations regarding future divided payments; and our expectations regarding the impact of general economic conditions on our business; the effects of the COVID-19 pandemic on the global and national economies and on our business operations and financial results; and the estimates and matters described under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our assumptions used for the purposes of the forward-looking statements represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances, including the development, acceptance and sales of our products and our ability to raise additional funding sufficient to implement our strategy. Such forward-looking statements involve assumptions, known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance or our achievements, or industry results, to differ materially from historical results, any future results, or performance or achievements expressed or implied by such forward-looking statements. There ~~is no minimum~~are a number of ~~shares~~risks and uncertainties that ~~must be sold by us for the offering~~could cause our actual results to ~~proceed, and we will retain the proceeds~~differ materially from the ~~sale~~forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements are set forth in this prospectus, including but not limited to under “Risk Factors” and “Management’s Discussion and Analysis of ~~any~~Financial Condition and Results of ~~the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means~~Operations”, and in our ~~President, Maksim Charniak, will attempt to sell the shares. We are making this offering without the involvement of underwriters or broker-dealers.~~

~~This Prospectus will permit our President to sell the shares directly to the public,~~other filings with no commission or other remuneration payable to him for any shares she may sell. Mr. Charniak will sell all the shares registered herein. In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange ~~Act~~Commission. There may be other factors of ~~1934. The shares~~which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

Forward-looking statements are based on current plans, estimates, assumptions and projections, and therefore you should not place undue reliance on them, all of which are difficult or impossible to predict accurately and many of which are beyond our control.

Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this prospectus will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be ~~offered~~achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Risk Factors” and elsewhere in this prospectus.

The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

CAUTIONARY NOTE REGARDING INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our company, our business, the services we provide and intend to provide, our industry and our general expectations concerning our industry are based on management estimates. Such estimates are derived from publicly available information released by third party sources, as well as data from our internal research, and reflect assumptions made by us based on such data and our knowledge of the industry, which we believe to be reasonable.

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus, and it may not contain all the information important to making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus.

The Company

We develop and market products for wellness, fitness and physical therapy markets, using patented dry-hydro therapy equipment and other related modalities that we plan to offer services and market in wellness, fitness and medical markets on a recurring membership usage plan .

Our mission is to redefine the wellness industry by introducing affordable, “on demand” wellness memberships through a network of retail locations, which we refer to as BodyStop® Centers, which feature patented, touchless SOLAJET™ endokinetic therapy, a technology that we believe exceeds the capability and effect of hands-on massage. We seek to become the leading provider of therapeutic wellness treatments and the most recognized brand in the wellness category through the rapid and focused expansion of BodyStop® Relaxation Centers in key markets throughout the U.S. and Europe. The goal is not only to capture a significant share of the existing market but also to expand the wellness market as a whole by attracting a large segment of potential customers who are averse to human touch.

We plan to introduce a disruptive business model into the traditional wellness massage and spa industry by delivering the important benefits of our endokinetic therapies in a more affordable and convenient way. We have created a unique and expandable business model that we believe breaks through the main barriers of wellness treatments which include cost, scheduling, and quality/consistency.

Central to our business plan is the creation of the BodyStop® Relaxation Centers, which are premium, spa-like locations that can be located, and an appointment booked, by customers or “members” using a smartphone app or the web (massage on demand). We expect that each BodyStop® Relaxation Center will have six to ten patented dry-hydrotherapy SOLAJET™ systems, two Aquavive® contrast therapy units, one SolaSauna, a SolaPro percussive treatment tower, one full body cryo-therapy chamber, one HyperCryo® spot therapy unit, one SolaDerm® LED therapy system and an assisted TheraStretch® zone where customers can choose and receive private, deeply relaxing, consistent and therapeutic treatments with the multiple modalities available. We believe that the customized wellness experience provided at a ~~fixed~~BodyStop® is unequaled in our goal to provide the client the ability to “Feel Better Fast” at our one stop location.

Our retail membership model is currently based upon a price from $5 to $10 per fifteen minute session on the modality of ~~$0.02~~the customer’s choice. Due to our technology advantages, we expect to operate the BodyStop® Relaxation Centers with a minimal amount of staffing, as well as potentially franchise BodyStop® Relaxation Centers to third parties to enhance the rate of growth. Based on projected usage rates determined by us after multiple years of product development and market testing, we estimate that a single BodyStop® center servicing up to 800 members, may generate approximately $1,000,000 in annual revenue with a target gross margin of approximately 60%.

History

On April 17, 2020, we entered into the Exchange Agreement with Omnia Corp. and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021 and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding Omnia Corp. Shares were exchanged for shares of our common stock, par value $0.001 per share, ~~for a period~~based on the exchange ratio of one ~~hundred~~share of our common stock for every one Omnia Corp. Share. Accordingly, we acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 shares of our common stock and ~~eighty (180) days from~~Omnia Corp. became our wholly-owned subsidiary. As of the ~~effective date~~Closing, Mr. Amer Samad, formerly our sole director and executive officer, agreed to cancel 52,656,888 (pre-stock split) shares of our common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately after the Closing. We also issued an aggregate of 1,269,665 shares of common stock on January 5, 2021 as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.

As of immediately prior to the closing of the Acquisition, we entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of our remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, we had no assets or liabilities (other than relating to general and administrative expenses).

Corporate Information

Our principal executive office is located at 999 18th St., Suite 3000, Denver, CO 80202, and our telephone number is 303-325-3738. Our website address is www.omniawellness.com. The information on our website is not part of this prospectus.

The ~~offering shall terminate on~~Offering

The following is a brief summary of some of the ~~earlier~~terms of ~~(i) when~~ the offering ~~period ends (180 days from~~and is qualified in its entirety by reference to the ~~effective date of~~more detailed information appearing elsewhere in this ~~prospectus), (ii) the date when the sale of all 5,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest~~prospectus. For a more complete description of the ~~Company~~terms of our common stock, see “Description of Securities to ~~terminate the offering prior the completion~~be Registered – Common Stock” on page 16.

Common Stock offered by the Selling Shareholders		15,928,005

Selling Shareholders		All of the shares of common stock are being offered by the Selling Shareholders. See “Selling Shareholders” on page 13 of this prospectus for more information on the Selling Shareholders.

Common stock to be outstanding after the offering		240,171,812 shares of common stock, based on our issued and outstanding shares of common stock as of April 12, 2022, and assuming the issuance of all 8,666,666 shares of common stock underlying common stock purchase warrants being registered pursuant to the registration statement of which this prospectus forms a part. Does not include the conversion of any options or other warrants, or any convertible debentures or other indebtedness that may be outstanding or issuable.

Use of Proceeds		We will not receive any proceeds from the sale of common stock by the Selling Shareholders participating in this offering; however, we will receive a total of approximately $1.3 million if all of the warrants are exercised in full for cash. The Selling Shareholders will receive all of the net proceeds from the sale of their respective shares of common stock in this offering. See “Use of Proceeds” on page 13 of this prospectus for more information.

Risk Factors		See “Risk Factors” on page 3 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Plan of Distribution		The Selling Shareholders, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the shares of common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may also resell the shares of common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” beginning on page 15 of this prospectus for additional information on the methods of sale that may be used by the Selling Shareholders.

Trading Symbol		OTCPink: OMWS

RISK FACTORS

A purchase of ~~the sale~~any of ~~all 5,000,000 shares registered under the Registration Statement of which this Prospectus is part.~~

Glolex, Inc. is a development stage company and has recently started its operations. To date we have been involved primarily in organizational activities. We do not have sufficient capital to commence operations. Any investment in the shares offered hereinour securities involves a high degree of risk. ~~You~~Investors should ~~only~~consider carefully the following information about these risks, together with the other information contained in this prospectus before the purchase ~~shares~~of any of our Shares. If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer, the market price of the common stock would likely decline, and investors could lose all or a portion of their investment. The Company has listed the following risk factors which it believes to be those material to an investment decision in this offering.

Risks Related to Our Business and Financial Status

We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.

Our operations are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to the absence of an operating history, lack of fully-developed or commercialized products, insufficient capital, expected substantial and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of manufacturing and marketing experience, need to rely on third parties for the development and commercialization of our proposed products, a competitive environment characterized by well-established and well-capitalized competitors and reliance on key personnel.

We may not be successful in carrying out our business objectives. The revenue and income potential of our business and operations are unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability, and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial risk that we will not be successful in fully implementing our business plan, or if ~~you~~initially successful, in thereafter generating material operating revenues or in achieving profitable operations.

Since inception, we have not established any material and recurring revenues or operations that will provide financial stability in the long term, and there can ~~afford~~be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.

Investors are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand a complete loss of ~~your~~his, her or its investment. ~~Our independent registered public accountant has issued an audit opinion which includes~~Furthermore, the accompanying financial statements have been prepared assuming that we will continue as a ~~statement expressing~~going concern. We have not emerged from the development stage, and may be unable to raise further equity. These factors raise substantial doubt ~~as to~~about our ability to continue as a going concern.

~~There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained.~~ Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

~~We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).~~

Glolex, Inc. was incorporated in Nevada on March 2, 2016. We are a development stage company and the purpose of our business is to have an easy to use, web based, round-the-clock, online, legal, consulting advice service [chargeable]. However, the first session will be free of charge, to attract new customers, but further consulting services will come with a fee. The intention is to provide advice, answers, mentoring and blank legal forms (templates) to customers who are seeking legal information. The website will cover business law, corporate law and general law.

The second aspect of our business will be a telephone app. This app will provide telephone communication with a speaking solicitor who can cite the laws and normative acts selected by the user, and explain their rights within any specified subject matter. A user enters the application, and selects the subject matter “customers’ rights”, then they choose the relevant section and click a key. An attractive lawyer appears on the screen and reads their rights, which may later be downloaded onto their phone/computer as a separate file.

The second feature of the app will be a lawyer quick search. This is comprehensive list of lawyers and attorneys, in the districts closest to your own location with their area of expertise specified; from housing law to misdemeanors from artistic copyright law to crime. This will be a useful app for emergencies, for example if you find yourself under arrest but with your ‘one phone call,’ you could use this app to secure legal representation. This app will be called ‘~~Backmeup’.~~

~~The app will be free for both lawyers and consumers because we will design it to make money from advertising.~~

We are not a law firm, and we do not provide legal advice. We provide self-help legal information at our customers' specific direction and general information on legal issues generally encountered. Independent, licensed attorneys will participate in our attorney network to provide services to our customers through our platforms.

~~Furthermore, the Company will also provide corporate consulting services. We will provide a range of services to individuals and organisations, with particular emphasis on:~~

~~Company registraion/incorporation, sole propriotor registration/consulatation, strategic business planning, communication with the government institutions.~~

~~Specific services will be provided either by Glolex, Inc. or via our networked of other consultants with particular expertise.~~

~~While we intend to engage in aforementioned business activity, there is no actual assurance that we will be successful in developing our products and services.~~

We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we require a minimum of $32,750 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate any substantial revenue in the first 12 months after completion our offering or ever generate substantial revenue.

Our audited financial statements from inception (March 2, 2016) through March 31, 2016, reports no revenue and a net loss of $1,000. Our independent registered public accounting firm has issued an audit opinion for Glolex, Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have established the Company, developed our business plan, signed a contract, purchased a domain, started building a website, and continued to look for a team of people, which will work on the software development.

~~As of the date of this prospectus, there is no public trading market for our common stock and there is no assurance that a trading market for our securities will ever develop.~~

Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of approximately $32,750 to conduct our proposed operations and pay all expenses for a minimum period of one year, including expenses associated with this offering and maintaining a reporting status with the Securities and Exchange Commission. If we are unable to obtain minimum funding of approximately $32,750, our business may fail. We do not anticipate earning substantial revenues until we enter into commercial operations. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully sell any products or services related to our planned activities.

~~There is no assurance that we will raise the full $100,000 as anticipated, and there is no guarantee that we will receive any proceeds from the offering.~~

~~The tables and information below are derived from our unaudited financial statements for the period from July 1, 2016 to September 30, 2016 :~~

~~Additionally, we are required to comply with laws and regulations related to privacy and the storing, use, processing, disclosure and protection of personal information and other customer data.~~

Our business operations also subject us to laws and regulations relating to general business practices and the manner in which we offer our services to customers subjects us to various consumer laws and regulations, including false advertising and deceptive trade practices.

The scope of these laws and regulations are often vague and broad, and their applications and interpretations are often uncertain and conflicting. Compliance with these disparate laws and regulations requires us to structure our business and services differently in certain jurisdictions. We will need to dedicate significant management time and expense to deal with these issues and expect that these issues will continue to be a significant focus as we expand into other services and jurisdictions, including those outside the United States and the United Kingdom.In addition, any failure or perceived failure by us to comply with applicable laws and regulations may subject us to regulatory inquiries, claims, suits and prosecutions. We expect to incur in the future, costs associated with responding to, defending and settling such proceedings, particularly those related to UPL, and the provision of our services more generally. We can give no assurance that we will prevail in such regulatory inquiries, claims, suits and prosecutions on commercially reasonable terms or at all. Responding to, defending and/or settling regulatory inquiries, claims, suits and prosecutions may be time-consuming and divert management and financial resources or have other adverse effects on our business. A negative outcome in any of these proceedings may result in changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.

~~Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next year. The~~ financial statements do not include any adjustments that might result from the ~~uncertainty about~~outcome of this uncertainty.

Even if we successfully develop and market our ~~ability to continue in business. As such~~products and business plan, we may ~~have~~not generate sufficient or sustainable revenue to achieve or sustain profitability, which could cause us to cease operations and cause you ~~could~~to lose all of your investment.

these risks, you may have a difficult time evaluating our business and your investment in our Company.

We are ~~a company with limited operations, we have incurred expenses~~at an early stage of marketing and sales and we have ~~losses.~~commercial products with limited sales history.

Our efforts may not lead to commercially successful products, for a number of reasons, including that:

	●	our products may not be accepted by the individuals or commercial customers;

	●	we may not have adequate financial or other resources to complete the development and commercialization of our products; and any products that are sold may not be accepted or may have significant competition in the marketplace.

	●	If sales of our projects are delayed, we may have to raise additional capital or reduce or cease our operations.

We may never become profitable.

To become profitable, we must successfully develop, manufacture and market our existing and planned products, either alone in on conjunction with possible collaborators. We may never have any significant recurring revenues or become profitable. In ~~addition, in the near future, we expect~~order to ~~continue~~become profitable, broad acceptance of dry hydro massage service is necessary along with our ability to ~~incur significant operating expenses. As~~successfully acquire enough paying members within nine months of a ~~result,~~location’s opening and limit customer attrition to make them profitable, and there can be no assurance that we will ~~need~~attain this goal.

If we fail to ~~generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a result of our planned expansion. Even if we do achieve profitability,~~obtain additional financing, we may be unable to ~~sustain or increase profitability on a quarterly or annual basis in~~complete the ~~future.~~development and commercialization of our product candidates.

Our operations will consume substantial amounts of cash. We expect ~~to have quarter-to-quarter fluctuations in revenues, expenses, losses and~~that our monthly cash ~~flow, some of which could be significant. Results of~~used by operations will ~~depend upon numerous~~continue to increase for the next several years. Our ability to obtain additional financing will be subject to a number of factors, ~~some beyond our control,~~ including ~~regulatory actions,~~ market conditions, commercial acceptance of our products, our operating performance and ~~services, new products and service introductions, and competition.~~

~~We are solely dependent upon~~ the ~~funds to be raised in this offering to start~~terms of our ~~business, the proceeds of which may be insufficient to achieve substantial revenues and profitable operations. We may need to obtain additional financing which may not be available.~~

Our current operating funds are less than a required amount needed to complete our intended operations. We require the proceeds from this offering to start our operations, as described in the “Plan of Operation” section of this prospectus.

~~If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations.~~existing indebtedness. We cannot ~~provide investors with any assurance~~assure you that we will be able to raise ~~sufficient~~additional funds on terms favorable to us or at all. If we raise additional funds through the sale of equity or convertible debt securities, the ownership percentage of then existing stockholders will be reduced. In addition, any such transaction may dilute the value of our common stock. We may have to issue securities that have rights, preferences and privileges that rank senior to those of our common stock. The terms of any additional indebtedness may include restrictive financial and operating covenants that would limit our ability to compete and expand. Our failure to obtain any required future financing could materially and adversely affect our financial condition. If we do not obtain adequate short-term working capital and permanent financing, we would have to curtail our development and production activities and adopt an alternative operating model to continue as a going concern.

In 2020, the Coronavirus outbreak was declared a pandemic by the World Health Organization and may continue to adversely affect our business ~~plan according~~operations, employee availability, financial condition, liquidity and cash flow for an extended period of time.

The outbreak of the Coronavirus (“COVID-19”) continues to ~~our plan of operations.~~

~~We were incorporated on March 2, 2016 and to date have been involved primarily in organizational activities. We have commenced limited~~ business operations. ~~Accordingly, we have no way~~It is impossible to ~~evaluate~~predict the ~~likelihood that~~effect and ultimate impact of the COVID-19 pandemic as the situation is rapidly and continually evolving.

Ongoing significant reductions in business related activities could result in further loss of projected sales and other material adverse effects. The extent of the impact of COVID-19 on our business, financial results, liquidity and cash flows will ~~be successful. Potential investors should be aware of~~depend largely on future developments, including new information that may emerge concerning the ~~difficulties normally encountered by new companies~~severity and action taken to contain or prevent further spread within the U.S. and the ~~high rate~~related impact on consumer confidence and spending, all of ~~failure~~which are highly uncertain and cannot be predicted.

These recent global health concerns are materially impacting our planned roll-out of ~~such enterprises. The likelihood~~Relaxation Centers and of ~~success must be considered in light of the problems, expenses, difficulties, complications~~partnerships with health and ~~delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are~~fitness clubs, medical offices and physical therapy centers, which if not ~~limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate~~soon alleviated will have a material adverse effect on our business and ~~additional costs~~our results of operation and ~~expenses that~~financial condition. We may ~~exceed current estimates. We anticipate that we will incur increased operating expenses without realizing sufficient revenues. We expect~~be unable to ~~incur significant losses into the foreseeable future. We recognize that if the effectiveness of~~successfully secure new locations for our ~~business plan is not forthcoming, we will not be able~~products due to ~~continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful,~~COVID-19 shutdowns or other limitations, and ~~it is doubtful that we will generate substantial operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.~~

We have no experience in the social media or internet industries, and have only nominal sales and marketing experience. Our future success will depend, among other factors, upon whether our services can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. Therethere can be no ~~assurance that our website will gain wide acceptance in its targeted markets or~~assurances that we will be able to ~~effectively market~~open new Relaxation Centers or further expand sites in which our ~~services.~~dry-hydrotherapy SOLAJET™ massage systems are located.

As COVID-19 continues and persists for an extended period of time, we expect there will also be significant and material disruptions and delays in the manufacturing and shipment of our products, which may then also have a material adverse effect on our business and results of operations.

These and other potential impacts of COVID-19 could therefore materially and adversely affect our business, financial condition and results of operations.

We are subject to significant accounts payable and other current liabilities, which we may be unable to repay.

We have accounts payable, accrued liabilities, loans payable, interest and other liabilities of approximately $6,500,000 as of December 31, 2021. We currently owe, or there will become due in 2022, indebtedness evidenced by promissory notes aggregating in excess of $5.7 million (exclusive of interest), of which approximately $1.2 million is convertible debt. We also expect to incur additional indebtedness from time to time to fund operations. Our operations are not currently able to generate sufficient cash flows to meet our payable and other liabilities, which could reduce our financial flexibility, increase interest expenses, and adversely impact our operations. We may not generate sufficient cash flow from operations to enable us to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements. Such indebtedness could affect our operations in several ways, including the following:

	●	a significant portion of our cash flows could be required to be used to service such indebtedness.

	●	a high level of indebtedness could increase our vulnerability to general adverse economic and industry conditions.

	●	any covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments.

	●	a high level of indebtedness may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing.

	●	debt covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry, if any; and

	●	any ability to convert or exchange such indebtedness for equity in the Company can cause substantial dilution to existing stockholders of the Company.

We may need to refinance or restructure all or a portion of our indebtedness and other liabilities on or before maturity. We may not be able to refinance any of our indebtedness or other liabilities on commercially reasonable terms, or at all.

A high level of indebtedness and other liabilities increases the risk that we may default on our debt obligations and other liabilities. We currently owe, or there will become due in 2022, indebtedness evidenced by promissory notes aggregating in excess of $5.7 million (exclusive of interest), of which approximately $1.2 million is convertible debt. We may not be able to generate sufficient cash flows to pay the principal or interest on our debt. If we ~~fail~~cannot service or refinance our indebtedness and other liabilities or convert or exchange indebtedness for equity in the Company, we may have to take actions such as selling significant assets, seeking additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying capital expenditures, any of which could have a material adverse effect on our operations and financial condition. Furthermore, if we do not have sufficient funds and are otherwise unable to arrange financing to repay our outstanding indebtedness, our assets may be foreclosed upon, among other damages to lenders, which could have a material adverse effect on our business, financial condition and results of operation. The Company requires additional funding which it does not yet have secured and if this new funding is not received it will have a material adverse effect on our business, financial condition, and results of operation.

We received $294,066 in funding pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, which is administered by the U.S. Small Business Administration, or the SBA. Under the terms of the CARES Act, loan recipients can apply for, and be granted, forgiveness for all or a portion of loans granted under the program. Such forgiveness will be determined, subject to limitations and ongoing rulemaking by the SBA, based on the use of loan proceeds. We are determining to what extent some or all of the loan will be forgiven under the CARES Act, and we can give no assurance that we will obtain forgiveness of the PPP Loan in whole or in part. To the extent that the loan is not forgiven and must be repaid, we will be subject to the same risks relating to our other indebtedness described above.

Due to our reliance on contract manufacturing or other third parties to conduct sales and marketing, we are unable to directly control the timing, conduct and expense of our product launches.

We plan to rely primarily on third parties to manufacture our products. As a result, we will have less control over the delivery of products than would be the case if we were to rely entirely upon our own staff. Communicating with outside parties can also be challenging, potentially leading to mistakes as well as difficulties in coordinating activities. Outside parties may have staffing difficulties, may undergo changes in priorities or may become financially distressed, adversely affecting their willingness or ability to produce our products. We may experience unexpected increased costs that are beyond our control. Problems with the timeliness or quality of the work of a contract manufacturing organization may lead us to seek to terminate the relationship and use an alternative service provider. However, making this change may be costly and may delay our product delivery, and contractual restrictions may make such a change difficult or impossible. Additionally, it may be impossible to find a replacement organization that can conduct our trials in an acceptable manner and at an acceptable cost.

Our competitors may develop and market products that are less expensive than our product candidates.

The markets in which we operate are highly competitive. It is possible that our competitors will develop and market products that are less expensive, more effective or safer than our products or future products or that will render our products obsolete. We expect that competition from companies in this sector will increase. Many of these competitors have substantially greater financial, technical, research and other resources than we do. We may not have the financial resources, technical and research expertise or marketing, distribution or support capabilities to compete successfully.

We have an unproven business plan.

We have an unproven business plan and do not expect to be profitable for the next several years. Before investing in our securities, you should consider the challenges, expenses and difficulties that we will face as an early stage company seeking to develop and manufacture new products.

Viable markets for our products may never develop, may take longer to develop than we anticipate or may not be sustainable.

We must be able to develop additional commercially viable products for our business to succeed. If a viable market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses we will have incurred to develop our products and may be unable to achieve profitability. We will need to develop adequate marketing capabilities in order to sell our products. In addition, the development of a viable market for our products may be impacted by many factors which are partly or totally out of our control, including:

	●	the cost competitiveness of our products;

	●	consumer reluctance to try new products; and

	●	consumer perceptions of our products’ safety or efficacy.

We provide ~~high quality services, customer care~~warranty coverage and ~~customer~~product recall coverage for some of our products, and we do not have historical experience to project possible warranty or recall claims and ~~add new services~~costs. If warranty or recall claims are significantly higher than our initial projections, our financial results could be adversely affected.

We provide warranty coverage for our products. We have established a warranty reserve based on our expected warranty claims, but there is no assurance that this provision will be sufficient. Therefore, our financial results could vary based upon actual experience relative to how we account for any expected warranty claims. Furthermore, a significant warranty claim or product recall could materially adversely affect our financial results.

We may not meet our ~~customers' expectations,~~development and commercialization milestones.

We have established product development and commercialization milestones that we use to assess our progress toward developing commercially viable products. We cannot assure you that we will successfully achieve our milestones in the future or that any failure to achieve these milestones will not result in potential competitors gaining advantages in our target market. Failure to meet our development and commercialization milestones might have a material adverse effect on our operations and the value of our stock.

Our business depends on retaining and attracting highly capable management and operating personnel.

Our success depends in large part on our ability to retain and attract qualified management and operating personnel. To retain and attract key personnel, we plan to use various measures, including employment agreements, a stock incentive plan and incentive payments for key employees. These measures may not be enough to retain and attract the personnel we need or to offset the impact on our business of the loss of the services of key officers or employees. We could face difficulty hiring and retaining qualified management and operating personnel. If we are unable to recruit, hire, develop and retain a talented, competitive work force, we may not be able to ~~attract and retain customers.~~

~~The quality and value~~meet our strategic business objectives.

We may be unable to manage rapid growth effectively.

We expect to expand our manufacturing capabilities, accelerate the commercialization of our ~~services~~products and enter a period of growth, all of which will place a significant strain on our senior management team and our financial and other resources. Our proposed expansion will expose us to increased competition, greater overhead, marketing and support costs and other risks associated with the ~~app~~commercialization of a new product. Our ability to manage our growth effectively will require us to continue to improve our operations and our financial and management information systems and to train, motivate and manage our employees. Difficulties in effectively managing the budgeting, forecasting and other process control issues presented by such a rapid expansion could harm our business, prospects, results of operations and financial condition.

Credit market volatility and illiquidity may affect our ability to raise capital to finance our operations, manufacturing expansion and growth.

The credit markets have remained illiquid despite injections of capital by the Federal government and foreign governments, and banks and other lenders, such as equipment leasing companies, have significantly increased credit requirements and reduced the amounts available to borrowers. Companies with low credit ratings may not have access to the debt markets until liquidity improves, if at all. If current credit market conditions do not improve, we may not be able to access debt or leasing markets to finance our plant expansion plans.

Risks Related to Our Intellectual Property

We are substantially dependent on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to our rights or the rights of others may result in our payment of significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent and other proprietary rights against others.

We are and will continue to be materially dependent on a combination of patents, trade secrets, and trademarks, non-disclosure and non-competition agreements, and other intellectual property protections which will enable us to maintain our proprietary competitiveness. We may also be subject to patent litigation. Patent litigation against us can result in significant damage awards and injunctions that could prevent our manufacture and sale of affected products or require us to pay significant royalties in order to continue to manufacture or sell affected products. At any given time, we could potentially be involved as a plaintiff and/or as a defendant in a number of patent infringement and/or other contractual or intellectual property related actions, the outcomes of which may not be known for prolonged periods of time. While it is not possible to predict the outcome of such litigation, we acknowledge the possibility that any such litigation could result in our payment of significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent and proprietary rights against others, which would have a material adverse effect on the financial condition of our business and on our ~~website, customer care and customer experience, as well as the quality of the services provided by the licensed attorneys who will participate thorugh our network, are critical~~business operations.

While we intend to defend against any threats to our ~~ability to attract~~intellectual property, including our patents, trade secrets, and ~~retain future customers. We are planing to make investments in developing our website, interactive legal documents, customer relationship management, automated supply chain~~trademarks, and fulfillment, integrated digital workflow management and other dynamic online processes that comprise online and mobile legal platform to have a high quality of service, customer care and customer experience. We alsowhile we intend to ~~add new services such as~~defend against any actual or threatened breaches of our ~~legal plans to enhance the services. However after doing that~~non-disclosure and non-competition agreements, we may ~~fail~~not adequately protect our intellectual property or enforce such agreements. Further, patent or trademark applications currently pending that are owned by us may not result in patents or trademarks being issued to ~~attract customers if these~~us, patents or trademarks issued to or licensed by us in the past or in the future ~~development efforts~~may be challenged or circumvented by competitors and such patents or trademarks may be found invalid, unenforceable or insufficiently broad to protect our proprietary advantages.

Competitors may harm our sales by designing products or offering services ~~fail to meet evrchnaging customer preferences on a timely basis~~that mirror the capabilities of our products, or if the ~~licensed attorneys who participate in~~technology contained therein, without infringing our ~~legal network fail to provide high quality services, customer care and customer experience.~~intellectual property rights. If we are unable to ~~attract customers,~~protect our ~~business, revenues, results of operations,~~intellectual property, it could have a material adverse effect on our financial condition and ~~future prospects would~~business operations.

We may be ~~adversely affected.~~

~~There will~~unable to adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets to protect our proprietary know-how and technological advances, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming litigation could be ~~a certain amount~~necessary to enforce and determine the scope of ~~risk associated witho proper screening of lawyers providing advice on~~ our ~~platform. Customers~~proprietary rights. Failure to obtain or maintain trade secret protection could ~~end up being disatisfied which~~enable competitors to use our proprietary information to develop products that compete with our products or cause additional, material adverse effects upon our competitive business position.

Litigation regarding patents, patent applications and other proprietary rights may ~~expose us to legal malpractice claims for the legal advice they receive from the lawyers through the platforms~~.

~~The Company shall act with reasonable diligence~~be expensive and promptness in screening lawyers that provide legal advice to our customers through the platforms; however, before fully engaging the lawyer it will be up to the client to conduct further background checks, such as validity of his license, competence, and qualification to advise in a particular area of law. Nevertheless, because screening a lawyer demands a certain amount of research and is time consuming this is not always a straight forward procedure. Customers will likely skip this process or not perform screening thoroughly enough, which could lead the clients to be poorly advised, loosing their money or both. Moreover, this may end up leaving our customers diacontended to such an extent that they may file a law suit against the Company. Becauseconsuming. If we are ~~not insured, (as disclosed on page 29), those events would carry a material risk~~involved in such litigation, it could cause delays in bringing product candidates to market and harm our ~~operations and liquidity.~~

ability to operate

Our ~~software may be displaced by newer technology.~~

The software development industries are undergoing rapid and significant technological change. Other companies may succeed in developing or marketing technologies and products that are more effective than those developed used by us, or that would make our software obsolete or non-competitive. Accordingly, ourcommercial success will depend in part on our ability to ~~respond quickly~~manufacture, use, sell and offer to ~~technological changes through~~sell our product candidates and proposed product candidates without infringing patents or other proprietary rights of third parties. Other parties may obtain patents in the ~~development~~future and ~~introduction~~allege that the use of ~~new products.~~our technologies infringes these patent claims or that we are employing their proprietary technology without authorization. Likewise, third parties may challenge or infringe upon our or our licensors’ existing or future patents. Proceedings involving our patents or patent applications or those of others could result in adverse decisions regarding the patentability of our inventions relating to our product candidates or the enforceability, validity or scope of protection offered by our patents relating to our product candidates.

Even if we are successful in these proceedings, we may incur substantial costs and divert management time and attention in pursuing these proceedings. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time-consuming. We may not have ~~the~~sufficient resources to bring these actions to a successful conclusion. In addition, if we do ~~this. If~~not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have our patents declared invalid, we may incur substantial monetary damages; encounter significant delays in bringing our product candidates ~~become obsolete and~~to market; or be precluded from participating in the manufacture, use or sale of our ~~efforts~~product candidates or methods of treatment requiring licenses.

Risks Related to ~~secure and develop new products services do not result~~Investment in ~~any commercial succes,~~ our ~~sales and revenues will decline.~~

~~We are~~Securities

There is a limited trading market for our common stock, which could make it difficult for you to liquidate an investment in our common stock, in a ~~competitive~~timely manner.

Our common stock is currently traded on the OTC Pink market. Because there is a limited public market ~~which could impact~~for our ~~ability to gain market share which could harm our financial performance.~~

The business of providing legal services is very competitive. Barriers to entry are relatively low, and we face competitive pressures from companies anxious to join this kind of market. There are a number of successful legal website and apps operated by proven companies that offer similar services, whichcommon stock, you may prevent us from gaining enough market share to become successful. These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service. If we cannot gain enough market share, our business and our financial performance will be adversely affected.

~~Some of our competitors may be able to use their financial strength to dominate the market, which may affect our ability to generate revenues.~~

Some of our competitors may be much larger companies than us and well capitalized. They could choose to use their greater resources to finance their continued participation and penetration of this young market, which may impede our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out-spend us on research and development, as well as marketing and production. We might not be able to ~~maintain~~liquidate your investment when you want. We cannot assure you that an active trading market for our ~~ability to compete~~common stock will ever develop.

There is limited trading in ~~this circumstance~~

~~If we fail to safeguard~~ our ~~customers' information and privacy, our reputationas a Company may be harmed, customers may curtail or stop using our services~~common stock and we cannot assure you that an active public market for our common stock will ever develop. The lack of an active public trading market means that you may ~~face claims and potential liabilities, which could adversely affect our business, results of operations, financial condition and future prospects.~~

Our online legal platform is likely to involve the receipt, use, storage, processing and transmission of information from and about some of our customers, some of which may be personal or confidential. We will rely on encryption and authentication technology licensed from third parties to secure the storage and transmission of customer information. Sophistication of intrusion techniques used to gain unauthorized access to or sabotage systems change frequently and are generally not recognized until launched against a target. We may be unable to anticipate these techniques or implement adequate preventative measures. Third parties may also attempt to fraudulently induce our employees or customers to disclose information in order to gain access to customer information. A third party that is able to circumvent our security measures could misappropriate customer or proprietary information or cause interruptions in our business and operations. Computer malware, viruses, hacking and phishing attacks, and spamming could also harm our business and operations. If an actual or perceived breach of our security measures occurs as a result of third-party action, employee error, malfeasance or otherwise, our reputation may be harmed, customers may curtail or stop using our services and we may face claims and potential liabilities, which could adversely affect our business, results of operations, financial condition and future prospects

~~The United Kingdom-based solicitors or lawyers using our platform may have issues complying with rules and regulation in connection to the anonimity feature we intend to provide to our customers.~~

~~We intend to employ a feature on our platforms through which the users and attorneys on our platform will~~ be able to ~~enter into a working relationship without the users having~~sell your shares of common stock when you want, thereby increasing your market risk. Until our common stock is listed on an national securities exchange, which we can provide no assurance, we expect that it will continue to provide their personal details, such as their identity. Although we belie that the United Kingdom laws do not render any burden on this type of relationship in our field of work, some unforeseen legal issues could arise in connection to this featurebe listed on the ~~system, which could possibly halt part or all of our operations. Any break or interruption~~OTC Pink market. An investor may find it difficult to ~~our operations, therefore, is very likely to have a material effect~~obtain accurate quotations as to the ~~business, thus investors in the Company could potentially be exposed to a risk of loosing their investments due to the possibility~~market value of the ~~aforementioned circumstances.~~

We expect to face increasing competition in the online and offline legal services markets from law firms, solo attorneys, online legal document services, national legal plans and other service providers and our failure to effectively compete with these providers may adversely affect our business, results of operations, financial condition and future prospects.

We will face intense competition from law firms and solo attorneys, online legal document services, national legal plans and other service providers. The online legal document services market is evolving rapidly and is becoming increasingly competitive. Other companies that focus on the online legal document services market, and law firms that may elect to pursue the online legal document services market, could directly compete with us. Law firms and solo attorneys, who provide in-person consultations and are able to provide direct legal advice that we cannot offer due to laws and regulations regarding UPL, compete with us offline and have and may develop competing online legal services. Many of the potential competitors have focused on employer-sponsored markets or have acquired customers through in-person multi-level marketing.

Our competitors, whether they are online legal document providers, legal advice providers, law firms or solo attorneys, may also be developing innovative and cost-effective services that target our and potential customers. We expect to face increasing competition from offline and online legal services providers in our market, and our failure to effectively compete with these providers may adversely affect our business, results of operations and future prospects.

~~Because our sole officer and director could own more than 50% of our outstanding~~ common stock ~~he will make~~ and ~~control corporate decisions that may be disadvantageous to the minority shareholders.~~

~~Mr. Charniak, our sole officer and director, may own more than 50% of the outstanding shares~~trading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for our common stock may never develop. In addition, if ~~not all of~~we failed to meet the ~~shares are sold. In~~criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

We cannot assure you that ~~case, he~~our common stock will ~~continue to have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations~~become listed on a securities exchange and the ~~sale of all or substantially all~~failure to do so may adversely affect your ability to dispose of our ~~assets, and also the power~~common stock in a timely fashion.

We plan to prevent or cause a change in control. The interests of Mr. Charniak may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

~~We depend to a significant extent on certain key person, the loss of whom may materially and adversely affect our company.~~

~~We depend entirely on Maksim Charniak for all~~seek listing of our ~~operations. The loss of Mr. Charniak would have a substantial negative effect~~common stock on the ~~Company~~NYSE MKT or a Nasdaq exchange as soon as reasonably practicable. We may not currently meet the initial listing standards of any of those exchanges or any other stock exchange, and ~~may cause~~cannot assure you when or if we will meet the business to fail. Mr. Charniak has not been compensated for his services since our incorporation, and it is highly unlikely that he will receive any compensation unless and until we generate substantial revenues. There is intense competition for skilled personnel and there can be no assurancelisting standards, or that we will be able to ~~attract~~maintain a listing of the common stock on any stock exchange.

The market price and ~~retain qualified personnel on acceptable terms. The loss of Mr. Charniak’s services could prevent us from completing the development~~trading volume of our ~~plan of operation and our business. In the event of the loss of services of such personnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel.~~

~~We do not maintain key person life insurance policies on our officer and director. We do not anticipate acquiring key man insurance in the foreseeable future.~~

~~Because the Company has only a sole officer and director in place, and there is only so much time that can be devoted to all of the operations of the Company by him, our operations~~common stock may be ~~sporadic~~volatile, which may ~~result in periodic interruptions or suspensions~~adversely affect its market price.

The market price of ~~operations. This activity~~our common stock could ~~prevent us from attracting enough customers and result in a lack of revenues which may cause us~~be subject to ~~cease operations.~~

~~Maksim Charniak, our sole officer and director will be devoting a limited time~~significant fluctuations due to our operations. He will be devoting approximately 40 hours a week to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are managable to him. factors such as:

	●	actual or anticipated fluctuations in our financial condition or results of operations;
	●	the success or failure of our operating strategies and our perceived prospects; realization of any of the risks described in this section; failure to be covered by securities analysts or failure to meet the expectations of securities analysts;
	●	a decline in the stock prices of peer companies; and
	●	a discount in the trading multiple of our common stock relative to that of common stock of certain of our peer companies due to perceived risks associated with our smaller size.

As a result, ~~operations~~shares of our common stock may trade at prices significantly below the price you paid to acquire them. Furthermore, declines in the price of our common stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees, including our managing directors and other key professional employees.

Your interest in us may be ~~periodically interrupted~~diluted if we issue additional shares of common stock.

In general, stockholders do not have preemptive rights to any common stock issued by us in the future. Therefore, stockholders may experience dilution of their equity investment if we issue additional shares of common stock in the future, including shares issuable under equity incentive plans, or ~~suspended~~if we issue securities that are convertible into shares of our common stock, which ~~could result in lack of revenues and~~we intend to do.

We are a ~~possible cessation of operations.~~

~~Our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure control and procedures and internal control over financial reporting.~~

We have never operated as a public company. Maksim Charniak, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that issmaller reporting company, ~~with~~and the ~~Securities and Exchange Commission. However, if we cannot operate successfully as~~reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.

We are a ~~public company, your investment may be materially adversely affected.~~

~~Our executive officers do not reside in the United States. The U.S. stockholders would face difficulty in effecting service of process against our officers.~~

~~Our executive officer does not reside in the United States, he is a resident of the Republic of Belarus. The U.S. stockholders would face difficulty in:~~

·	~~effecting service of process within the United States on our officer;~~

·	~~enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the officer;~~

·	~~enforcing judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws in foreign courts against our officer; and~~

·	~~bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against our officer.~~

~~As an “emerging growth~~“smaller reporting company” ~~under the jobs act, we are permitted to rely on exemptions from certain disclosure requirements~~.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

–

~~have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;~~

–

~~provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;~~

–

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

–

~~submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and~~

–

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in ~~Rule 12b-2 under~~Section 12 of the Securities Exchange Act of 1934, ~~which would occur if~~as amended (the “Exchange Act”). For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including not being required to comply with the ~~market value~~auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 (“SOX”), reduced disclosure obligations regarding executive compensation in our ~~ordinary shares that is held by non-affiliates is $700 million as~~periodic reports and proxy statements, and exemptions from the requirements of ~~the last business day~~holding nonbinding advisory votes on executive compensation, and stockholder approval of ~~our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.~~

~~Until such time, however, we~~any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

~~Risks associated with this offering~~

~~Because the offering price has been arbitrarily set by the company, you may not realize a return on your investment upon resale of your shares.~~

~~The offering price and other terms and conditions relative~~

Our common stock is subject to the ~~Company’s shares have been arbitrarily determined by us~~“penny stock” rules of the SEC, which makes transactions in our stock cumbersome and ~~do not bear any relationship to assets, earnings, book~~may reduce the value ~~or any other objective financial criteria. Additionally,~~of an investment in our stock.

The SEC has adopted regulations which generally define a “penny stock” as ~~the Company was formed on March 2, 2016, and~~an equity security that has ~~only~~ a ~~limited operating history with no earnings, the~~market price of the offered shares is not based on its past earnings, and no investment banker, appraiser, or other independent third party, has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be ableless than $5.00 per share, subject to ~~receive~~specific exemptions. The SEC’s penny stock rules require a ~~return on their investment when they sell their shares of common stock.~~

~~We are selling this offering without an underwriter and may be unable to sell any shares.~~

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successfulbroker-dealer, before a transaction in ~~receiving the proceeds in the amount of at least $32,750 from this offering, we may have to seek alternative financing to implement our business plan.~~

~~The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company's securities.~~

~~The shares being offered are defined as~~ a penny stock ~~under~~not otherwise exempt from the ~~Securities~~rules, to deliver a standardized risk disclosure document that provides information about penny stocks and ~~Exchange Act of 1934, as amended (the “Exchange Act”),~~the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and ~~rules~~offer quotations for the penny stock, the compensation of the ~~Commission. The Exchange Act~~broker-dealer and ~~such~~the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally ~~impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets~~require that before a transaction in ~~excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by~~a penny stock occurs, the ~~broker-dealer. For transactions covered by~~broker-dealer must make a special written determination that the penny stock ~~rules,~~is a ~~broker dealer must make certain mandated disclosures~~suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in ~~penny stock transactions, including~~ the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stockfuture, these rules may ~~make it difficult for you~~restrict the ability of brokers-dealers to ~~resell any shares you may purchase, if at all.~~

Our president, Mr. Charniak does not have any prior experience offering and selling securities, and our offering does not require a minimum amount to be raised. As a result of this we may not be able to raise enough funds to commence and sustain our business and investors may lose their entire investment.

Mr. Charniak does not have any experience conducting a securities offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.

~~Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.~~

~~We are not registered on any market or public stock exchange. There is presently no demand for~~sell our common stock and ~~no public market exists for~~may affect the ~~shares being offered in this prospectus. We plan to contact a market maker immediately following the completion~~ability of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Glolex, Inc. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

~~We will incur ongoing costs and expenses for SEC reporting and compliance. Without sufficient revenue we may not be able to remain in compliance, making it difficult for~~ investors to sell their shares, ~~if at all.~~

The estimated cost of this registration statement is $8,000 which will be paid from offering proceeds. If the offering proceeds are less than registration cost, we will have to utilize funds from Maksim Charniak, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. Mr. Charniak’s verbal agreement to provide us loans for registration costs is non- binding and discretionary. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We will voluntarily continue reporting in the absence of an SEC reporting obligation. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $10,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board.

Our reporting obligations under section 15(d) of the securities exchange act of 1934, as amended, may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.

~~We will not register~~until our common stock ~~under Section 12(g)~~no longer is considered a penny stock.

We intend to issue more shares to raise capital, which will result in substantial dilution.

Our certificate of the Securities Exchange Act of 1934. Therefore, we will not be subject to the Commission’s proxy, tender offer, and short swing insider trading rules for Section 12 registrants and our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we would only be required to file an annual report for the twelve months after this prospectus is declared effective by the SEC. Accordingly, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations. If our obligation to file reports under Section 15(d) is suspended it may decrease our common stock’s liquidity, if any, affecting your ability to resell our common stock.

~~The company's investors may suffer future dilution due to issuances of shares for various considerations in the future.~~

~~Our Articles of Incorporation~~incorporation authorizes the issuance of ~~75,000,000~~a maximum of 1,500,000,000 shares of common stock ~~par value $0.001 per share,~~and 150,000,000 shares of ~~which 3,000,000 shares are currently issued~~“blank check” preferred stock. Any additional financings effected by us, and ~~outstanding. If we sell the 5,000,000 shares being offered~~any future conversion of existing indebtedness into our equity securities, may result in ~~this offering, we would have 8,000,000 shares issued and outstanding. As discussed in the “Dilution” section below,~~ the issuance of additional securities without stockholder approval and the ~~shares of common stock described in this prospectus will result in~~ substantial dilution in the percentage of ~~our~~ common stock held by our then existing ~~shareholders. The issuance~~stockholders. Moreover, the securities issued in any such transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock ~~for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares~~ held by our current stockholders on an as converted, fully-diluted basis. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or other securities convertible into or exchangeable for common stock are issued in connection with a financing, dilution to the interests of our stockholders will occur and the rights of the holder of common stock might be materially and adversely affected.

Anti-takeover provisions that may be in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of us difficult.

Our certificate of incorporation and bylaws may contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could limit the price that investors ~~and~~ might ~~have an adverse effect on any trading market~~be willing to pay in the future for shares of our common stock.

~~FORWARD LOOKING STATEMENTS~~

~~This prospectus contains forward-looking statements that involve risk~~

We do not intend to pay cash dividends in the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and ~~uncertainties. We~~any future earnings for use ~~words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”,~~in the operation and ~~similar expressions~~expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Accordingly, you may have to ~~identify such forward-looking statements. Investors should be aware that~~sell some or all ~~forward-looking statements contained within this filing are good faith estimates~~ of ~~management as~~your shares of our common stock in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell shares and you may lose the entire amount of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” sectioninvestment.

We incur increased costs and ~~elsewhere in this prospectus.~~

~~USE OF PROCEEDS~~

Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 10%, 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $100,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.

Description
If 25%
offered sold

If 50%
offered sold

If 75%
offered sold

If 100%
offered sold

Gross proceeds $ 25,000 $ 50,000 $ 75,000 $ 100,000
Offering expenses *10,000 10,000 10,000 10,000
Salaries *4,850 4,850 14,500 17,500
Equipment 800 1,100 2,300 3,200
Third-party services *900 6,400 2,900 17,600
Office & Laboratory 6,700 6,700 6,600 7,400
Professional Software 4,000 4,450 9,100 11,250
Website 1,300 5,400 7,650 8,700
Trademark (quality certificate) 200 100 200 2,550
Marketing 12,000 9,000 17,900 19,800
Miscellaneous expenses *2,000 2,000 3,850 2,000

* Not from the offering secured funds (Director loaned)

The above figures represent only estimated costs. Maksim Charniak, our president and director, has verbally agreed to loan the Company funds if needed. Loan agreement with Mr. Charniak is non- binding and discretionary. These loans would be necessary if the proceeds from this offering are not sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board. Mr. Charniak will not be paid any compensation from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Charniak. Mr. Charniak will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation.

~~DETERMINATION OF OFFERING PRICE~~

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

~~DILUTION~~

Dilution represents the difference between the Offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and from total assets. Dilution arises mainlydemands upon management as a result of being a public company.

As a public company in the United States, we incur significant additional legal, accounting and other costs. These additional costs could negatively affect our ~~arbitrary determination of~~financial results. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the ~~Offering price of~~SEC and the ~~shares being offered. Dilution of the value of the shares you purchase is also~~stock exchange on which we may list our common stock, may increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of ~~the lower book value of the shares held by~~management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our ~~existing stockholder.~~

~~The following table sets forth as of March 31, 2016, the number of shares of common stock purchased from~~efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain some types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the ~~total consideration paid by~~same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our ~~existing stockholders~~board of directors, on committees of our board of directors or as members of senior management.

Failure to establish and ~~by new investors~~maintain an effective system of internal controls could result in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of offering expenses payable by us, assuming a purchase price in this offering of $0.02 per share of common stock.

Percentage of funding 100 % 75 % 50 % 25 %
amount of new funding $ 100,000.00 $ 75,000.00 $ 50,000.00 $ 25,000.00
Offering price $ 0.02 $ 0.02 $ 0.02 $ 0.02
shares after offering 8,000,000.00 6,750,000.00 5,500,000.00 4,250,000.00
book value before distribution per share $ 0.0007 $ 0.0007 $ 0.0007 $ 0.0007
Increase in book value per share 0.0121 0.0107 0.0088 0.0057
book value after distribution per share $ 0.0128 $ 0.0114 $ 0.0095 $ 0.0064
dilution to purchasers $ 0.0073 $ 0.0086 $ 0.0105 $ 0.0136
dilution as percentage 36 % 43 % 53 % 68 %
% ownership of old shareholders 38 % 44 % 55 % 71 %
% ownership of new shareholders 63 % 56 % 45 % 29 %

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION~~

~~You should read the following discussion and analysis~~material misstatements of our financial ~~condition and results of operations together with~~statements or cause us to fail to meet our ~~consolidated~~reporting obligations or fail to prevent fraud in which case, our stockholders could lose confidence in our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy forreporting, which would harm our business and ~~related financing, includes forward-looking statements~~could negatively impact the price of our stock. Furthermore, our management and our independent auditors have identified certain internal control deficiencies, which management and our independent auditors believe constitute material weaknesses.

Prior to the Acquisition, Omnia Corp. was a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Following the Acquisition, we must review and update our internal controls, disclosure controls and procedures, and corporate governance policies as our Company continues to evolve. In addition, in connection with the Acquisition and becoming a company that ~~involve risks and uncertainties. You should review~~files reports with the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

~~We qualify as an “emerging growth company” under the JOBS Act. As a result,~~SEC, we are ~~permitted~~required to comply with the internal control evaluation and ~~intend~~certification requirements of Section 404 of SOX and management is required to ~~rely~~report annually on ~~exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we~~our internal control over financial reporting. Our independent registered public accounting firm will not be required ~~to:~~

·	~~have an auditor report on our internal controls~~to formally attest to the effectiveness of our internal control over financial reporting pursuant to ~~Section 404(b) of the Sarbanes-Oxley Act;~~

·	~~provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;~~

·	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·	~~submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and~~

·	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

~~In addition,~~ Section ~~107~~404 of SOX until the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

date we are no longer a “smaller reporting company” as defined by applicable SEC rules. We will remain ~~an “emerging growth~~a “smaller reporting company” ~~for up to five years, or until the earliest of (i) the last day of the first fiscal year in which~~as long as our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700public float remains less than $250 million as of the last business day of our most ~~recently completed~~recently-completed second fiscal ~~quarter or (iii) the date on which we~~quarter.

Any ineffective internal control regarding our financial reporting could have ~~issued more than $1 billion in non-convertible debt during the preceding three year period.~~

Our cash balance is $2,245 as of September 30, 2016. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Maksim Charniak, our Chairman and President, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. As of March 31, 2016, Mr. Charniak has advanced to us $999. Mr. Charniak, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $32,750 of funding from this offering. Being a development stage company, we have very limited operating history we do not currently have any arrangements for additional financing. Our principal executive offices will be located in England, our temporary corporate mailing address is: Unit 9647, 13 Freeland Park, Wareham Road, Poole BH16 6F, England, U.K.. Our phone number is +44 1133206482.

We are a development stage company, as of September 30, 2016 we have generated revenues in amount of $8,000 and our net profit was $7,600. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing. If we do not generate sufficient revenue we may need a minimum of $10,000 of additional funding at the end of the twelve month period described in our “Plan of Operation” below to maintain a reporting status.

~~Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as~~ an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we did not generate substantial revenues at the time and did not anticipate any until we have completed our initial business development. There is no assurance we will ever reach the stage of achiving a substantial earning capacity.

To meet our need for cash we are attempting to raise money from this offering. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $100,000 from this offering, we may need more funds for ongoing business operations after the first year, and would have to obtain additional funding.

~~PLAN OF OPERATIONS~~

We were incorporated in the State of Nevada on March 2, 2016. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are a development stage company that has has so far generated ~~net profit~~ ~~in amount of $7,600. If do not find a substantial amount of clients who will use our service, we may quickly exhaust the proceeds generated from this offering or the money earned so far.~~

During the 12-month period, we will be developing our business by concentrating on creation of a database of international lawyers, solicitors, notaries and consultants from different branches of law and business. We intend to offer a possibility of communication via a specially designed website and a mobile application. We intend to spend the funds on developing our enterprise.

~~Our plan of operations is as follows:~~

No.
month
Month expenditure
Amount
USD ($)

1 Lease of a new office 350
1 New furniture and equipment 800
1 Accountant 250
1 Phone, Internet, utilities and other miscellaneous expenses 200
1 Market research, Information gathering, database building 800
2 Office lease 350
2 Phone, Internet, utilities and miscellaneous expenses 200
2 Accountant 250
2 Market research, Information gathering, building database 800
3 Office lease 450
3 Phone, Internet, utilities and miscellaneous expenses 200
3 Translation services Marketing, brand and design services 450
3 Market research, Information gathering, building database 200
3 Office lease 800
4 Phone, Internet, utilities and miscellaneous charges 350

4 Accountant 200
4 Travel, transport and per diems (flights, accommodation, meals) 250
4 Website 1,000
4 Office lease 1,300
5 Phone, Internet, utilities and other miscellaneous charges 350
5 Accountant 200
5 Website, marketing 250
5 Office lease 1,200
6 Phone, Internet, utilities and other miscellaneous charges 350
6 Accountant 200
6 Website, marketing 250
6 Travel and perdiems (flights, accommodation, meals, entertainment expenses) 1,200
6 Development of the app 1,000
7 Office lease 4,000
7 phone, Internet, utilities and miscellaneous charges 350
7 Accountant 200
7 Website, app marketing 250
7 Manager 1,200
8 Office lease 350
8 phone, Internet, utilities and other miscellaneous charges 350
8 Accountant 200
8 Website and app marketing 250
8 Manager 1,200
8 Translation services 350
9 Office lease 450
9 Phone, Internet, utilities and other miscellaneous charges 350
9 Accountant 200
9 Website and app marketing 250
9 Manager 1,200
10 Office lease 350

10 Phone, Internet, utilities and other miscellaneous charges 350
10 Accountant 200
10 Website and app marketing 250
10 Consultancy manager salary 1,200
11 Office lease 350
11 Phone, Internet, utilities and other miscellaneous charges 350
11 Accountant 250
11 Website and app marketing 1,200
11 Manager 350
12 Office lease 350
12 Phone, Internet, utilities and miscellaneous charges 200
12 Accountant 250
12 Website and app marketing 1,200
12 Manager 350
TOTAL: 12 months 32,750

Discharge record: (40,000$)

No.
month
Month expenditure
Amount
USD ($)

1 Office lease 350
1 Furniture and equipment 800
1 Accountant 250
1 Phone, Internet, utilities and other miscellaneous charges 200
1 Information gathering, database creation 800
1 Market analysis 1,000

2
Clients research and attraction systems, networking and events
2,000
2 Office lease 350
2 Phone, Internet, utilities and other miscellaneous charges 200
2 Accountant 250
2 Information gathering, database creation 800
2 Equipment maintenance 100
3 Business structure improvements, training, seminars, innovations 1,000
3 Office lease 450
3 Phone, Internet, utilities and other miscellaneous charges 200
3 Design, brand development, translation 450
3 Information gathering, database broadening 100
3 Office lease 800
4 Phone, Internet, utilities and other miscellaneous charges 1,500
4 Translation services 350
4 Design, brand development, translation 200
4 Information gathering, database expansion 250
4
Concepts development of projects and its management
1,000
5 Office lease 1,400
5 Phone, Internet, utilities and other miscellaneous expenses 350
5 Accountant 200
5 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 250
5 Website expansion 1,200
6 Office lease 350
6 Phone, Internet, utilities and other miscellaneous charges 200
6 Accountant 250

6 Office lease 1,200
6 Phone, Internet, utilities and other miscellaneous charges 1,000
6 Accountant 4,000
6 Improvement of website & app listings 100
7 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 350
7 App software development 200
7 Office lease 250
7 Phone, Internet, utilities and other miscellaneous charges 1,200
7 Accountant 350
7 Improvement of website & app listings 450
8 Manager 350
8 App software development 200
8 Office lease 250
8 Phone, Internet, utilities and other miscellaneous charges 1,200
8 Accountant 350
8 Improvement of website & app listings 450
9 Manager 350
9 Translation services 200
9 Office lease 250
9 Phone, Internet, utilities and other miscellaneous charges 1,200
9 Accountant 350
9 Manager 350
10 Office lease 200
10 Phone, Internet, utilities and other miscellaneous charges 250
10 Accountant 1,200
10 Improvement of website & app listings 350
10 Manage 1,000
10 Other marketing expenditure 350
11 Office lease 200
11 Phone, Internet, utilities and other miscellaneous charges 250
11 Accountant 1,200
11 Improvement of website & app listings 350

11 Manger 100
11 Equipment maintenance 350
12 Office lease 200
12 Phone, Internet, utilities and other miscellaneous charges 250
12 Accountant 1,200
12 Improvement of website & app listings 350
12 Manager 350
TOTAL: 12 months 40,000

Discharge record: (65,000$)

No.
month
Month expenditure
Amount
USD ($)

1 Office lease 350
1 Office furniture and equipment 800

1 Staff salary 500
1 Phone, Internet, utilities and other miscellaneous charges 200
1 Information gathering, database expansion 800
1 Website development 1,500
1
Design, pricing analysis, sales planning
600
1
Installation of own accounting systems (licenses, software)
1,100
2 Office lease 350
2 Phone, Internet, utilities and other miscellaneous charges 200
2 Staff salary 1,000
2 Information gathering, database expansion 800
2
Maintenance costs and equipment operation
100
2
Website optimization in search systems, logo development, site identity
1,650
3 Office lease 350
3 Phone, Internet, utilities and other miscellaneous charges 200
3 Translation expenses 450
3 Staff salary 1,000
3 Brand and design expenses 200
3 Information gathering, database expansion 800
3 Equipment maintenance 100
3 Website search systems optimization 1,350
3 Office lease 350
4 Phone, Internet, utilities and other miscellaneous charges 200
4 Staff salary 1,000
4 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 1,000
4 Equipment maintenance 100
4 Website search system optimization, web technical improvements 1850
4 Office lease 350
5 Phone, Internet, utilities and other miscellaneous charges 200
5 Staff salary 1,000
5 Equipment maintenance 100
5 Website search system optimization, web technical improvements 2050
5 Office lease 350
6 Phone, Internet, utilities and other miscellaneous charges 200
6 Staff salary 1,000
6 Enterprise structure optimization 1,400
6 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 1,000
6 Mobile app development payment 4,000
6 Accountant 800
6 Improvement of website and app listings 200
6 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 1,900
7 App development 350
7 Furniture equipment 200
7 Equipment maintenance 1,500
7 Improvement of search systems, project management, coordination and supervision, reputation management 2,200
7 Office lease 4,000

7 Phone, Internet, utilities and other miscellaneous charges 100
8 Staff salary 350
8 Improvement of search systems, project management, coordination and supervision, reputation management 200
8 App development 1,500
8 Equipment maintenance 2,100
8 Office lease 450
8 Phone, Internet, utilities and other miscellaneous charges 350
9 Staff salary 200
9 Improving search listings, project management, coordination and supervision 1,500
9 Translation services 2,100
9 Office lease 350
10 Phone, Internet, utilities and other miscellaneous charges 200
10 Staff salary 1,500
10 Promotion in search systems, project management (coordination and supervision) 2,100
10 Expenditure for promotion, conferences and seminars 2,000
11 Office lease 350
11 Phone, Internet, utilities and other miscellaneous charges 200
11 Staff salary 1,500
11 Promotion in search systems, project management (coordination and supervision) 2,100
12 Office lease 350
12 Phone, Internet, utilities and other miscellaneous charges 200
12 Staff salary 1,500
12 Online listings upgrades, project management, coordination and supervision 2,100
TOTAL: 12 months 65000

Discharge record: (90,000$)

No.
month
Monthly expenditure
Amount
USD ($)
1 Office lease 400
1 Equipment and furniture 1,200
1 Staff salary 1,000
1 Phone, Internet, utilities and other miscellaneous charges 400
1 Information gathering, database expansion 800
1 Website 1,700
1 Optimization of business strategies, design, pricing, sales planning 2,500
1
Installation of own accounting systems (licenses, software)
1,000
2 Office lease 400
2 Phone, Internet, utilities and other miscellaneous charges 400
2 Staff salary 1,500
2 Information gathering, database expansion 800
2 Equipment maintenance 100
2 Online listings optimization, brand and logo 1,850

3 Internal assessment, self audit, benchmarking, quality control 3,000
3 Office lease 400
3 Phone, Internet, utilities and other miscellaneous charges 400
3 Translation services 450
3 Staff salary 1,500
3 Design brand development 200
3 Information gathering, database expansion 800
3 Equipment maintenance 100
3 Online listings upgrades 1,550
4
Improving structural organization of the company, external consultant
2,000
4 Office lease 400
4 Phone, Internet, utilities and other miscellaneous charges 400
4 Staff salary 1,500
4 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 1,000
4 Equipment maintenance 100
4 Optimization in search engines, technical improvements of the website 2050
4 Staff and management training 1,000
5 Office lease 400
5 Phone, Internet, utilities and other miscellaneous charges 400
5 Staff salary 1,500
5 Equipment maintenance 100
5 Optimization in search engines, website development 2,150
6 Office lease 400
6 Phone, Internet, utilities and other miscellaneous charges 400
6 Staff salary 1,500
6 Seminars, motivational trainings, new methods introduction, optimization of the management structure 1,000
6 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 1,000
6 App development 4,000
6 Office furniture and equipment 1,200
6 Equipment maintenance 200
6 Improving search engines listings, project management, coordination and supervision, reputation management 2050
6
Broadening business functions, introduction of sub-units
2,000
7 Office lease 400
7 Phone, Internet, utilities and other miscellaneous charges 400
7 Staff salary 1,500
7 Search engines listings improvements, project management (coordination and supervision) 1,500
7 Mobile app installation and guide 4,000
7 Equipment maintenance 200
7
Design, development and improvement of database management systems, automation processes, implementation of special applications
2,250
7
Certificates of international standards
2,350
8 Office lease 400

8 Phone, Internet, utilities and other miscellaneous expenses 400
8 Staff salary 1,500
8 Search engines listings, project management (coordination and supervision) 2,050
8 Translation services 450
9 Office lease 400
9 Phone, Internet, utilities and other miscellaneous charges 400
9 Staff salary 1,500
9 Optimization of search engine listings, project management (coordination and supervision) 2,050
9 Staff training, team building, seminars, conferences 1,700
10 Office lease 400
10 Phone, Internet, utilities and other miscellaneous charges 400
10 Staff salary 1,500
10 Search engine listings improvement, project management (coordination and supervision) 2,050
10 Advertising 2,000
11 Office lease 400
11 Phone, Internet, utilities and other miscellaneous charges 400
11 Staff salary 1,500
11 Search engine listings 2,050

11 Problem solving 1,300
12 Office lease 400
12 Phone, Internet, utilities and other miscellaneous charges 400
12 Staff salary 1,500
12 Website online ranking boosting 2,050
12
The generalization of the results of market analysis, analysis of services sector
1,000
TOTAL: 12 months 90,000

~~Estimated Expenses for the Next Twelve Month Period~~

~~The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.~~

Description
If 25%
offered sold

If 50%
offered sold

If 75%
offered sold

If 100%
offered sold

Gross proceeds $ 25,000 $ 50,000 $ 75,000 $ 100,000
Offering expenses *10,000 10,000 10,000 10,000
Salary *4,850 4,850 14,500 17,500
Equipment 800 1,100 2,300 3,200
Third-party services *900 6,400 2,900 17,600
Office & Laboratory 6,700 6,700 6,600 7,400
Professional Software 4,000 4,450 9,100 11,250
Business Website 1,300 1,400 3,150 1,700
Trademark (quality certificate) 200 100 200 2,550
Marketing 12,000 13,000 22,400 26,800
Miscellaneous expenses *2,000 2,000 3,850 2,000

* (Director loaned)

~~Complete Our Public Offering~~

We expect to complete our public offering within 180 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to offer our services and products for profit.

~~OFF-BALANCE SHEET ARRANGEMENTS~~

~~We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future~~adverse effect on our business and 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~~and the price of our ~~performance. We are in~~common stock could be negatively affected once we become a registrant required to file registration statements with the ~~start-up stage~~SEC. This reporting requirement could also make it more difficult or more costly for us to obtain certain types of ~~operations, however the Company has generated~~ ~~net profit~~ in the amount of $7,600. Nevertheless, the Company 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,insurance, including ~~limited capital resources~~director and ~~possible cost overruns due to price~~officer liability insurance, 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~~forced to ~~continue, develop~~accept reduced policy limits and coverage or ~~expand our operations. Equity financing could result~~incur substantially higher costs to obtain the same or similar coverage. Any system of internal controls, however well designed and operated, is based in ~~additional dilution to existing shareholder.~~

~~RESULTS OF OPERATIONS~~

~~For~~part on certain assumptions and can provide only reasonable, not absolute, assurances that the ~~three months ending September 30, 2016~~

In this period we’ve incorporated the Company and prepared a business plan, a full plan of operations has been drafted, two contracts have been secured, and some equipment has been purchased. Company’s loss for the three months ending September 30, 2016 stands at $2,529.

~~Glolex, Inc., has signed a Consulting Agreement with Shakeela Ayub, Esq. The Agreement is dated March 25, 2016. This consultancy covers the entire life span~~objectives of the ~~development~~system are met. Any failure or circumvention of the ~~app and website: From concept to development to launch and marketing and sales.~~

On March 31, 2016, we signed another contract with “UAB Almax Group”, this company is contracted to build our website. The total anticipated time for development of the website is 1 year, the total consideration for the Agreement is $5,000. The terms of payments are: $1,000 (20%) to be paid on the date or soon after the Agreement is signed; the balance of $4,000 is due upon delivery of the product on, or before, March 31, 2017.

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~As of September 30, 2016, the Company had $2,245~~ of cash and cash equivalents and liabilities of $1,399 owed to Maksim Charniak, our sole officer and director. We have recognized $8,000 in revenue to date; we incurred $400 in COGS and our net profit was 7,600. The Company has provided services to two clients Nova Consult Company OU and Unilex Consult OU for a fee of $5,000 and $3,000 respectively. The provided services consisted of assistance in company formation, furnishing of legal forms, drafting a business plan, drafting a plan of operations, additional corporate consulting and providing a process improvement advise. During the period we incorporated the Company, prepared its business plan and signed two contracts. Our current monthly cash usage is approximately $1,000 a month. Available capital reserves are not sufficient for the Company to remain operational for an extensive period of time. With the help od our Director’s loans, we require a minimum funding of approximately $32,750 to conduct our proposed operations and pay all expenses for a period of one year--this includes expenses associated with this offering and maintaining a reporting status with the Securities and Exchange Commission.

~~Since inception, we’ve sold 3,000,000 shares of common stocks to our sole officer and director, at a price of $0.001 per share, for net proceeds of $3,000.~~

We intend to raise funds in order to proceed with our plan of operations. We will probably have to utilize funds from Maksim Charniak, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process if offering proceeds are insufficient to implement our plans. However, Mr. Charniak has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. Mr. Charniak’s verbal agreement to provide us loans for various costs is non- binding and discretionary. In order to proceed with our 12 month plan of operations, we need a minimum of $32,750. We cannot guarantee that we will be able to sell all any amount of the shares required to satisfy our one year financial requirements. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We are going to attempt to raise at least the minimum funds necessary to proceed with our plan of operations. In the long term, we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. Over the next year, being a reporting public company, we expect associated reporting costs of approximately $10,000.

The Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policiescontrols and procedures or failure to ~~make sure it is compliant~~comply with ~~various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management~~regulation concerning control and procedures could ~~limit the amount of time management has to implement is business plan and impede the speed of its operations.~~

Should the Company fail to raise a minimum of $32,750 under this offering the Company would be forced to scale back or abandon the implementation of its 12-month plan of operations. If this happens, Mr. Charniak, our president has agreed to provide needed funding to continue our operations; however, he is not legally obligated to provide the funding. Thereafter, we do not have plans to sell our corporate shell or enter a prospective reverse merger transaction.

~~DESCRIPTION OF BUSINESS~~

~~In General~~

We were incorporated in the State of Nevada on March 2, 2016. The purpose of our business is to provide a web based, round-the-clock, online legal consulting advice service. The service will invite people with legal problems to visit the website and post legal questions which lawyers, licensed in their jurisdiction, answer with an initial free consultation. The first session is intended to be free of charge to attract new customers, but further consulting services will come with a fee. First free session could involve a phone call or text exchange. We will offer subscription legal plans to link customers with attorneys who partake in our legal plan network.

~~Anonymity~~

This is intended to be a protected online legal consulting advice service. For very discreet individuals who may wish to receive consulting advice anonymously. If their session is paid for in bitcoin then identity of client remains anonymous, customers will not need to provide their personal details.

~~We intend to~~ have a feature that will not retain identifying information. Moreover, these services will not be restricted for communications conducted using Tor and PGP encryption through portals that guarantee complete anonymity and security. However, in order to be compliant with the regulations of legal industry where our platform is offered this will be a strictly an advisory service and no representation will be provided.

~~Our app~~

The second aspect of our business will be a mobile app. This app provides telephone communication with a speaking solicitor who can cite the laws and normative acts selected by the user, and explain their rights within any specified subject matter. A user enters the application, and selects the subject matter “customers’ rights”, then they choose the relevant section and click a key. An attractive lawyer appearsmaterial effect on ~~the screen and reads their rights, which may later be downloaded onto their phone/computer as a separate file.~~

The second feature of the app will be a lawyer quick search. This is comprehensive list of lawyers and attorneys, in the districts closest to your own location with their area of expertise specified; from housing law to misdemeanors from artistic copyright law to crime. It will also be a useful app for emergencies--for example if you find yourself under arrest but with your ‘one phone call,’ you could use this app to secure legal representation. This app will be called ‘~~Backmeup’~~.

The website and mobile application are currently under construction, thereby non of the features are fully developed or operational yet. It is anticipated that most of the described elements will be functional within the next six months either in a prototype or a fully functional form. Our internet address is: ~~http://www.glolex.top/~~.

~~However, the Company can not guaranty the number of components practically available when the website and mobile applications are brought to market.~~

~~Thus, althoguh we intend to engage in business activity in the proposed format there is no assurance that we will be successful in developing our marketable services and products.~~

~~Our mailing address is Unit 9647, 13 Freeland Park, Wareham Road, Poole BH16 6F, U. K.;~~

~~Telephone: +44 1133206482~~

Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company. So far we have realised revenues in amount of $13,000. However it is still possible that won’t be able to achieve substantial profitability, we might also be forced to cease operations due to the lack of funding.

~~Other services we intend to provide and potential clients~~

~~The Company will also provide corporate consulting services. We will provide a range of services to individuals and organisations, with particular emphasis on:~~

·	~~Company registraion/incorporation, sole propriotor registration/consulatation, strategic business planning, communication with the government institutions.~~

·	~~Specific services will be provided either by Glolex, Inc. or via our network of other consultants with particular expertise.~~

~~We are not a law firm~~

~~Glolex, Inc, won't provide legal advice, wherefore t~~he Company will render exclusively a referral service for lawyers. The Company’s interaction with clients and solicitors will be limited to simply connecting both through the platforms where they could engage, transmit information and communicate. We intend to seek both parties utalising marketing and advertising.

~~Payments~~

The payment for the services will go straight to the Company, we will not be subject to additional control for handling of legal fees, however In the U.K. as a payment services provider the Company will be a subject to standard Payment Systems Regulator control and we will have to comply to the common Conduct of Business Requirements.

~~Self-Help information~~

Intially covering jurisdiction of England (first year), the Company will provide self-help information at our customers' specific direction and general information on legal issues generally encountered, all of it thorugh a simple, user friendly and intuitive navigation through the platforms, utalizing the content that is being conceived by our sole officer and director Maksim Charniak.

Features such as naration of the laws and normative acts selected by the user, explanation of the user’s rights within any specified subject matter will be available, as well as question-prompt fill in the blank forms that create custom legal documents quickly, depicted in simplified legal phraseology.

~~Over and above, independent, licensed attorneys will participate in our attorney network to provide one-on-one services to our customers through the platforms.~~

~~Lawyers screening~~

The Company shall act with reasonable diligence and promptness in screening lawyers that provide legal advice to our customers through the platforms. A research will be carried to confirm whether the lawyer is licensed to practice law in certain jurisdiction the Company intends to cover. We will check if a lawyer is listed in The Law Society directory (U.K.) which is governed by the Solicitors Regulation Authority (SRA) or search a lawyer through a network of State Bar Associations (U.S.) listings or Paralegal Directory of a particular State where an attorney declares to be licensed. By so doing, we will be able to confirm if a lawyer’s license has been suspended or revoked due to misconduct.

~~Jurisdiction limitation~~

We will limit users to residents of the jurisdictions where lawyers on our platform are authorized to practice law by making our app available for download only in those certain teritories (U.K. or some U.S. States for example). In regard to our website, which will be accessible from anywhere in the world, we will place a notification on the home page informing potential clients that the site offers legal assistance that covers only certain jurisdiction, thus listing them on the home page.

~~Marketing~~

~~We believe that the key marketing strategy for our type of business is online marketing. We plan to advertise our company through Internet “Google Adwords” and “Yahoo Ad Manager” technologies.~~

We intend to maintain an extensive marketing campaign that will ensure maximum visibility for the business in its target market. We want to develop an online presence by developing a website and placing the Company’s name and contact information with online directories. Establish relationships with software distributors within the targeted market. Our sole officer and director, Maksim Charniak will be responsible for marketing of our product.

~~Glolex, Inc. intends to use a number of online marketing strategies to drive traffic to the website including pay-per-click advertising as well as advertisements on social networking websites.~~

~~We plan to sell our product and and offer our services through direct mail, phone calls, business meetings and corporate presentations.~~

Even if we are able to obtain sufficient number of customers to buy our products and services, there is no guarantee that it will cover our costs and that we will be able retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue it would materially affect our financial condition and our business could be negatively affected.

~~We will be rely on a word of mouth advertising, also known as WOM marketing.~~

~~Competition~~

We expect to face increasing competition in the online and offline legal services markets from law firms, solo attorneys, online legal document services, national legal plans and other service providers, and our failure to effectively compete with these providers may adversely affect our business, results of ~~operations,~~operation and financial ~~condition and future prospects.~~

~~Among other, we intend to provide legal documents service. The online legal document services market is evolving rapidly and is becoming increasingly competitive. Other companies that focus on~~condition. Any of these events could result in an adverse reaction in the online legal document services market, and law firms that may elect to pursue the online legal document services market, could directly compete with us. Law firms and solo attorneys, who provide in-person consultations and are able to provide direct legal advice that we cannot offerfinancial marketplace due to ~~laws and regulations regarding UPL, compete with us offline and have and may develop competing online legal services. Many~~a loss of investor confidence in the ~~potential competitors have focused on employer-sponsored markets or have acquired customers through in-person multi-level marketing.~~

Our competitors, whether they are online legal document providers, legal advice providers, law firms or solo attorneys, may also be developing innovative and cost-effective services that target our and potential customers. Therefore, we expect to face increasing competition from offline and online legal services providers in our market.

~~Some aspects~~reliability of our ~~business may operate, somewhat, similar to that~~financial statements, which ultimately could negatively affect the market price of ~~a McKenzie Friend, in England, which is a service that provides moral support to litigants, takes notes~~our shares, increase the volatility of our stock price and ~~help with case papers and quietly would also advice on point of law and procedure and issues litigants may wish~~adversely affect our ability to raise ~~in court. These McKenzie friends~~additional funding. The effect of these events could also ~~attend court with clients.~~

A McKenzie friend assists a litigant in person in a court of law in England and Wales. Their personnel does not need to be legally qualified. The crucial point is that litigants in person are entitled to have assistance, lay or professional, unless there are exceptional circumstances.

~~We have identified a number of well established U.S. firms that we are likely to be competing against—these are: LegalZoom, Rocketlawyer, Lawinfo, Avvo and Lawtrade.~~

~~Insurance~~

At present, we do not maintain any insurance, however we do intend to maintain insurance in the future. Because we do not have any insurance right now, if we are made a party of a products liability action, before we purchase an insurance, we are likely not to have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could causemake it more difficult for us to ~~cease the process of building the Company.~~

~~Employees; Identification of Certain Significant Employees.~~

~~We are a development stage company~~attract and ~~currently have one full time employee in place. Maksim Charniak, is the sole officer and director of the Company. We intend~~retain qualified persons to ~~hire more employees~~serve on ~~an as needed basis.~~

~~Offices~~

~~Our principal teritory of business is England, U.K..~~

~~Corporate mailing address is: Unit 9647, 13 Freeland Park, Wareham Road, Poole BH16 6F, United Kingdom.~~

~~Our telephone number is: +44 1133206482~~

~~Government Regulation~~

We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we conduct activities. We do not believe that existing regulations will have a negative material impact on the way we plan to conduct our business.

~~However, there are possible concerns that will need addressing before such a business can operate within the UK jurisdiction where we plan to begin our operations.~~

In setting up such a business within the UK dominion we would have to adhere to various legislative measures. In that, upon inception of such a business, whereby, qualified solicitors would be employed then this could trigger compliance with the regulatory authority known as the Solicitors Regulation Authority (SRA). In a nut shell, the SRA principles govern areas surrounding advices given, client money, client information (Data protection), and general code of conduct. These rules contained do embed the relevant legislative obligations. http://www.sra.org.uk/solicitors/handbook/intro/content.

The Company has contacted the SRA to specify whether our platform or our activities would be subject to their regulatory jurisdiction. The outcome of that communication has made the Company to conclude that the Company’s activities do not fall within the scope of regulation by the SRA nor any other regulator for that matter. Thus, it is the lawyers that partake in such consultancy that would have to be regulated and as such that would be by the SRA, whereby each individual lawyer within England must keep their practicing certificate up-to-date via the SRA.

Contrary to the aforementioned, if the qualified solicitor was to offer his or her services voluntarily then it would be a matter for the individual to consider whether or not to update their details with SRA.

~~Within England all qualified solicitors who hold a practising certificate are required to register and keep their information up to date with the SRA.~~

~~Moreover, in the spirit of the memo at hand, setting up such a business would inevitable involve agreement with;~~

·	~~Intellectual Property Rights-~~ ~~(the same throughout different jurisdictions, with the odd additional requirements)~~

~~Privacy and Data Collection-~~ (Confidentiality) The collection and use of personal data in the UK is governed by the Data Protection Act 1998 (DPA) and overseen by the Information Commissioner. The DPA implements the EU’s Data Protection Directive (Directive 95/45/EC), which applies to all 28 Member States.

In short, Data Protection legislation requires the data controller (the person who determines the purposes for which and the manner in which any personal data is processed) to collect and use personal data in accordance with eight principles. The eight principles require personal information to be:

~~fairly and lawfully processed~~

~~processed for limited purposes~~

~~adequate, relevant and not excessive~~

~~accurate~~

~~not kept longer than necessary~~

~~processed in accordance with the data subject’s rights~~

~~held securely~~

~~not transferred to countries outside the European Union without adequate protection~~

~~In practice, almost any business operating in the UK which holds information about individuals (whether employees, customers or anyone else) is potentially caught by this legislation.~~

~~The recent EU Data Protection Working Party’s opinion focused on apps on smart devices and identified a number of data protection risks.~~

The Working Party recommends that app developers ensure that their apps ask for consent before they start to retrieve information from a smart device, that they respect the principle of data minimisation and that they be aware that consent does not legitimise excessive data processing.

It is not binding but it is persuasive and likely to be noted if we are investigated by the Information Commissioner’s Office (ICO) or any other European national data protection authority. Breaches of data protection laws can result in criminal as well as civil liability in the UK, and of course, bad publicity. In the worst case scenario, we could be prosecu~~ted personally under certain sections of the DPA resulting in an unlimited fine or face a monetary penalty of up to Ј500,000 for a serious breach.~~

~~The Company does not expect to offer services by lawyers outside of the United Kingdom in the next 12 months.~~

~~Privacy~~

As is evident from recent lawsuits against Apple for breach of privacy, data storage and privacy are becoming real concerns for end users. In Apple’s case specifically, the problem was that it was storing location based data of end users in an unencrypted form and using it for commercial purposes. While a monetary damage still needs to be established, failure to address end user’s privacy concerns could negatively impact the App’s consumer support and sale.

These concerns regarding privacy and data protection can be addressed by us drafting effective terms of use and privacy policy statements that are reflective of the developer’s consumer base and privacy practices. The terms of use and privacy statements should at a minimum include, (i) what information is collected, (ii) how is it stored (iii) how is it used by the developer (iv) whether the information is shared with third parties, (v) how can the user opt out providing such information, and (vi) contact information for end user complaints of the user data. If the App does collect and share personal information, then we as the developer should get consent from the end user for doing so.

~~Additional considerations will arise if the App collects financial, personal, or health data.~~

~~Terms of Use~~ - is basically a legal agreement that we, the app developer, are entering with every user of our app. The agreement happens automatically when a user uses our app. It basically sets forth what the app is, how it should be used, what constitutes improper use, and what the consequences of improper use will be. If we clearly lay out the rules for how our app can and cannot be used, we are lowering the possibility that someone can sue us if something bad happens as a result of their use of our app.

·	~~Processing and preparation of legal documents-~~ ~~within the UK is governed by the Civil Procedure Rules 1998 (83rd update came into force April 2016) https://www.justice.gov.uk/courts/procedure-rules/civil/rules~~

~~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.~~

~~DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS~~

~~The name, age and titles of our executive officer and director are as follows:~~

~~Name and Contact Address of Executive~~ ~~Officer and/or Director~~	~~Age~~	~~Position~~

~~Maksim Charniak~~ ~~Unit 9647, 13 Freeland Park, Wareham Rd.~~ ~~Poole BH16 6F, United Kingdom~~	30	~~President, Treasurer, Secretary and Director~~ ~~(Principal Executive, Financial and Accounting Officer)~~

~~Maksim Charniak~~ has acted as our President, Treasurer, Secretary and sole Director since we incorporated on March 2, 2016. Mr. Charniak owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Charniak 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.

~~Maksim Charniak is also the director of UAB Almaxx Group. His role in this entity is to oversee company’s operations. UAB Almaxx Group has been hired to develop software and its website for Glolex,~~ ~~Inc.~~

Mr. Charniak holds a university degree in International law, specializing in International Private Law. In 2010 he obtained Magistracy at European Humanities University in Vilnus at the Facuty of Law, specializing in International Law and European Law. From 2011 until present he’s been a director of his own private law firm DELAWYERS in Minsk. His legal specialization is: corporate law, Civil law, Intellectual property, Administrative law, International private law, EU law, Law of Customs Union, Real Estate, Licensing, Gambling industry, Construction, Retail, HACCP, ISO. He speaks English, Spanish and Russian. Mr. Charniak is a licensed attorney currently accredited to practice law in the Republic of Belarus.

~~During the past ten years, Mr. Charniak has not been the subject to any of the following events:~~

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

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

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 Mr. Charniak’s involvement in any type of business, securities or banking activities.

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.

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;

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;

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:

~~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~~

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.

~~TERM OF OFFICE~~

Our Director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

~~DIRECTOR INDEPENDENCE~~

Our Board of Directors is currently composed of one member, Maksim Charniak, who does not qualify as an independent director in accordance with the published listing requirements of 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 his family members has engaged in various types of business dealings with us. In addition, our board of directors ~~has~~and as executive officers.

We will need to evaluate our existing internal controls over financial reporting against the criteria set forth in Internal Control – Integrated Framework (2013) (the “Framework”) issued by the Committee of Sponsoring Organizations of the Treadway Commission. During the course of our ongoing evaluation of the internal controls, we may identify other areas requiring improvement, and may have to design enhanced processes and controls to address issues identified through this review. Remediating any deficiencies, significant deficiencies or material weaknesses that we or our independent registered public accounting firm may identify may require us to incur significant costs and expend significant time and management resources. We cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies. The existence of one or more material weaknesses could affect the accuracy and timing of our financial reporting. Investors could lose confidence in our financial reports, and the value of our common stock may be harmed, if our internal controls over financial reporting are found not ~~made~~to be effective by management or by an independent registered public accounting firm or if we make disclosure of existing or potential material weaknesses in those controls.

Even if we conclude that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our future reporting obligations.

Our reporting obligations as a ~~subjective determination as~~public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. If we fail to ~~each director that no relationships exist~~timely achieve and maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports or help prevent fraud. Our failure to achieve and maintain effective internal control over financial reporting could prevent us from filing our periodic reports on a timely basis which could result in the ~~opinion~~loss of investor confidence in the reliability 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. Hadfinancial statements, harm our ~~Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s~~ business and ~~personal activities and relationships as they~~negatively impact the trading price of our common stock.

A significant portion of our total outstanding shares are restricted from immediate resale but may ~~relate to us and our management.~~

~~COMMITTEES OF THE BOARD OF DIRECTORS~~

~~Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.~~

~~EXECUTIVE COMPENSATION~~

~~MANAGEMENT COMPENSATION~~

~~The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on March 2, 2016 until March 31, 2016:~~

~~Summary Compensation Table~~

Name and
Principal Position
Year Salary Bonus
Stock
Awards

Option
Awards

Non-Equity
Incentive
Plan
Compensation

Nonqualified
Deferred
Compensation
Earnings

All Other
Compensation
Total
($) ($) ($) ($) ($) ($) ($) ($)

Maksim Charniak, March 2, 2016 -0- -0- -0- -0- -0- -0- -0- -0-
President, Secretary until
and Treasurer March 31, 2016

~~There is an employment agreement in place between~~be sold into the ~~Company and its Officer.~~

Mr. Charniak currently devotes approximately fourty hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation.

~~There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees~~market in the ~~event~~future. This could cause the market price 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.~~

~~Director Compensation~~

~~The following table sets forth director compensation for the period From Inception (March 2, 2016) to March 31, 2016:~~

Name
Fees Earned
or Paid
in Cash

Stock
Awards

Options
Awards

Non-Equity
Incentive
Plan
Compensation

Nonqualified
Deferred
Compensation
Earnings

All Other
Compensation
Total
($) ($) ($) ($) ($) ($) ($)

Maksim Charniak -0- -0- -0- -0- -0- -0- -0-

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

~~Maksim Charniak will not be paid for any underwriting services that he performs on~~ our ~~behalf with respect to this offering.~~

The Company signed a contract with UAB Almaxx Group On March 31, 2016; the firm is responsible to build the website as well as provide consultants for our software development, as noted on page 25 and in Exhibit 10.1. Furthermore, Maksim Charniak is the Director of the UAB Almaxx Group in so far as being a related party to Glolex, Inc..

Other than Mr. Charniak’ purchase of founders shares from the Company as stated below, and his $1,000 deffered monthly sallary, there is nothing else of value (including money, property, contracts, options or rights of any kind), received or to be received, by Mr. Charniak, directly or indirectly, from the Company.

~~On March 22, 2016, we issued a total of 3,000,000 shares of restricted~~ common stock to ~~Maksim Charniak,~~drop significantly, even if our ~~sole officer and director in consideration~~business is doing well.

Sales of $3,000. Further, Mr. Charniak has advanced funds to us. As of September 30, 2016, Mr. Charniak has advanced to us $999. Mr. Charniak will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Charniak; Mr. Charniak will be repaid from revenues of operations if and when we generatea substantial revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Charniak does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Charniak or the repayment of the funds to Mr. Charniak. The entire transaction was oral. Mr. Charniak is providing us work space (temporary office) free of charge and we have a verbal agreement with Mr. Charniak that, if necessary, he will loan the Company funds to complete the registration process.

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

~~The following table sets forth certain information concerning the~~ number of shares of our common stock ~~owned beneficially~~in the public market could occur at any time. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could decline significantly.

Of the 224,227,107 shares of our common stock issued and outstanding as of ~~September 30, 2016 by: (i) each person (including~~July 28, 2021, approximately 36,016,830 shares are freely tradable without restriction by stockholders who are not our affiliates. All of the remaining shares are “restricted securities” as defined in Rule 144, and may be publicly resold subject to the limitations described in Rule 144.

In addition, in the future, we intend to file one or more registration statements on Form S-8 registering the issuance of 30,000,000 shares of common stock subject to options or other equity awards issued. Shares registered under these registration statements on Form S-8 will be available for sale in the public market subject to vesting arrangements and exercise of options and the restrictions of Rule 144 in the case of our affiliates.

If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us and our business. Securities or industry analysts may elect not to provide coverage of our common stock, and such lack of coverage may adversely affect the market price of our common stock. In the event we do not secure additional securities or industry analyst coverage, we will not have any ~~group) known~~control over the analysts or the content and opinions included in their reports. The price of our stock could decline if one or more securities or industry analysts downgrade our stock or issue other unfavorable commentary or research. If one or more securities or industry analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause our stock price or trading volume to ~~own~~decline.

Risks Related to Conflicts of Interest

Our Executive Chairman may be in a position of conflict and no formal policy regarding any such potential conflicts exists.

Steve Howe, our Executive Chairman and the beneficial owner of more than ~~five percent (5%) of any class~~30% of our common stock, is also the sole owner of Drywave Technologies USA, Inc., which is the owner or exclusive licensee of certain of the technology, patent and other intellectual property rights, and know-how relate to our dry hydrotherapy message products. Furthermore, Mr. Howe’s brother owns a company that provides manufacturing and support services to the Company.

While there is a certain alignment of interests between the Company and Drywave Technologies in that Mr. Howe owns equity in both companies and the successful sale of the licensed products by the Company will financially benefit both companies, and therefore Mr. Howe has an interest in assuring the success of the Company, there may be instances in the future when those interests are no longer aligned. In such cases, Mr. Howe may face a conflict in selecting between the Company and Drywave Technologies. As a result, our business and results of operations could be materially adversely affected.

We have not formulated a formal policy for the resolution of such conflicts. However, any decision made by Mr. Howe will be made in accordance with his fiduciary duties, and he shall refrain from voting ~~securities, (ii)~~on any matter in which he may have a conflict of interest, all in accordance with applicable law.

The directors and executive officers of the Corporation also serve as directors and/or officers of, and investors in, other companies, and there exists the possibility for such directors and officers to be in a position of conflict.

Certain of the officers and directors of the Company are and may in the future become involved in other business activities and opportunities. If a specific business opportunity becomes available, such person(s) may face a conflict in selecting between the Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts. The Company will not share in the risks or rewards of such other ventures; however, such other ventures will compete for their time and attention, which might create other conflicts of interest. The Company does not at this time require its officers or directors to devote any particular amount of time to the Company. As a result, our ~~director,~~business and results of operations could be materially adversely affected.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS PROSPECTUS, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.

USE OF PROCEEDS

All of the shares of common stock being offered under this prospectus are being sold by or ~~(iii)~~for the account of the Selling Shareholders. We will not receive any proceeds from the sale of the shares. To the extent that we receive cash payment for the exercise of the warrants to purchase shares of our ~~officer.~~ common stock from the selling stockholders participating in this offering, we would use such proceeds for our working capital and for general corporate purposes. If all of the warrants to which the warrant shares offered in this prospectus were exercised, we would receive proceeds of approximately $1.3 million in the aggregate.

SELLING SHAREHOLDERS

This prospectus relates to the registration of 15,928,005 shares of our Common Stock, consisting of:

	●	7,261,339 issued and outstanding shares of our common stock, $0.001 par value per share, held by certain of the Selling Shareholders; and

	●	8,666,666 shares of common stock that may be sold by a Selling Shareholder upon the exercise of outstanding common stock purchase warrants.

The Selling Shareholders identified in this prospectus may offer the shares of our common stock at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. See “Plan of Distribution” for additional information.

Unless otherwise indicated, we believe, based on information supplied by the ~~stockholder listed possesses~~following persons that the persons named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own. The information presented in the columns under the heading “Number of Shares Beneficially Owned After Offering” assumes the sale of all of our shares ~~shown.~~

offered by this prospectus. The registration of the offered shares does not mean that any or all of the Selling Shareholders will offer or sell any of these shares.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Selling Shareholder information for each additional Selling Shareholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Shareholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Shareholder and the number of shares registered on its behalf. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the persons named below.

Certain Selling Shareholders set forth in a table below may be broker-dealers, or affiliates of broker-dealers. Each broker-dealer identified below acquired the securities identified in the table as beneficially owned by it as compensation for placement agent and financial advisory services provided to the Company, and is offering the covered securities in its proprietary capacity. No broker-dealer identified in the Selling Shareholders table below is acting as a broker-dealer in connection with this offering. Additionally, each Selling Shareholder identified in the table below as an affiliate of a broker-dealer acquired the securities identified in the table as beneficially owned by it in the ordinary course of its business and not as underwriting compensation in this offering, and at the time such securities were acquired, had no agreement or understanding, directly or indirectly, with any person to distribute such securities. Unless otherwise indicated, none of the Selling Shareholders have within the past three years had any position, office or other material relationship with the Company or any of its predecessors or affiliates.

Name

Number of
Shares Beneficially Owned Prior to Offering

Number of
Shares
Offered by the Selling Shareholder

Number of
Shares
Beneficially
Owned
After
Offering

Percentage of
Common
Stock
Beneficially
Owned
After
Offering

Eric Spuryt

1,327,500

–

Michael Mitchell

637,500

–

Nicole Bouilliart

1,499,236

–

Mengu Asset Foundation (1)

3,127,103

–

Philippe Feller

670,000

–

Auctus Fund, LLC (2)

8,666,666

–

~~Title of Class~~(1)	Philippe Feller has voting and dispositive control over these shares.
	~~Name~~
(2)	Represents shares underlying outstanding warrants. Auctus Fund Management, LLC manages the selling stockholder, and ~~Mailing Address of~~ ~~Beneficial Owner~~	~~Amount~~Lou Posner and ~~Nature of~~ ~~Beneficial Ownership~~	~~Percentage of ownership~~ ~~before the offering~~ Al Sallami have voting and dispositive control over these shares.

					14

PLAN OF DISTRIBUTION

We are registering 15,928,005 shares of common stock, to permit the resale of these shares of Common Stock by the holders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholder of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

Each Selling Shareholder may sell all or a portion of the shares of Common Stock held by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the Selling Shareholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

	●	in the over-the-counter market;

	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	broker-dealers may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law.

Each Selling Shareholder may also sell shares of Common Stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition, each Selling Shareholder may transfer the shares of Common Stock by other means not described in this prospectus. If a Selling Shareholder effects such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Shareholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, a Selling Shareholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. Each Selling Shareholder may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. Each Selling Shareholder may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

Each Selling Shareholder may pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this prospectus. Each Selling Shareholder also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

~~Maksim Charniak~~

~~Unit 9647~~

~~13 Freeland Park~~

~~Wareham Road~~

~~Poole BH16 6F~~

~~United kingdom~~

~~3,000,000~~

To the extent required by the Securities Act and the rules and regulations thereunder, each Selling Shareholder and any broker-dealer participating in the distribution of the shares of common stock ~~(direct)~~

~~100%~~

~~After offering~~

~~(if all shares sold)~~

~~37.5%~~

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be ~~beneficially owned by more than one person (if, for example, persons share~~“underwriters” within the ~~power to vote or the power to dispose~~meaning of the ~~shares). In addition, shares are~~Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be ~~beneficially owned by~~underwriting commissions or discounts under the Securities Act. At the time a ~~person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days~~particular offering of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of March 31, 2016 , there were 3,000,000 shares of our common stock issued and outstanding.

~~Future sales by existing stockholders~~

~~A total of 3,000,000~~ shares of common stock ~~were issued~~is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to ~~our sole officer~~broker-dealers.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and ~~director,~~is complied with.

There can be no assurance that the Selling Shareholders will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which ~~are restricted securities, as defined~~this prospectus forms a part.

The Selling Shareholders and any other person participating in ~~Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.~~

~~Currently, there are no agreements that would allow Mr. Charniak to maintain a majority interest in Glolex, Inc. after the initial public offering has been completed.~~

There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such ~~an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we~~distribution will be ~~accepted for quotation.~~

~~PLAN OF DISTRIBUTION~~

~~We are registering 5,000,000 shares of our common stock for sale at the price of $0.02 per share.~~

~~This is a self-underwritten offering, and Mr. Charniak, our sole officer and director, will sell the shares directly~~subject to family and friends, business associates and acquaintances, with no commission or other remuneration payable to him for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, he will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Mr. Charniak will not register as a broker-dealer pursuant to Section 15applicable provisions of the Securities Exchange Act of 1934, ~~in reliance upon Rule 3a4-1, which sets forth those conditions,~~ as ~~noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer:~~

~~Our sole officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,~~

Our sole officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

~~Our sole officer and director is not, nor will she be at the time of his participation in the offering, an associated person of a broker-dealer; and~~

Our sole officer and director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she (A) primarily perform, or intend primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) she is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Under Paragraph 3a4-1(a)(4)(iii), our sole officer and director must restricts her participation to any one or more of the following activities:

Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by her of a potential purchaser; provided, however, that the content of such communication is approved by our sole officer and director;

Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or

~~Performing ministerial and clerical work involved in effecting any transaction.~~

~~Our sole officer and director does not intend to purchase any shares in this offering.~~

This offering is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the prospectus. Additionally, FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering.

To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

~~We are subject to applicable provisions of the Exchange Act~~amended, and the rules and regulations ~~under it,~~thereunder, including, without limitation, ~~Rule 10b-5~~to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and asales of any of the shares of Common Stock by the Selling Shareholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution ~~participant under Regulation M.~~of the shares of common stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the ~~common stock.~~

~~All~~shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

We will pay all expenses of the registration of the shares of common stock, estimated to be approximately $25,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, the Selling Shareholders will pay all underwriting discounts and selling commissions, if any.

Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The following description of our capital stock is a summary only and is qualified by reference to our Amended and Restated Articles of Incorporation included as Exhibit 3.1, and our Bylaws, as amended, included as Exhibits 3.3 and 3.4, in each case to the Registration Statement on Form S-1 to which this prospectus forms a part.

General

Our authorized capital stock consists of 1,500,000,000 shares of Common Stock, with a par value of $0.001 per share, and 10,000,000 shares of Preferred Stock, with a par value of $0.001 per share. As of April 12, 2022, there were 231,505,146 shares of Common Stock issued and outstanding and zero shares of Preferred Stock issued and outstanding.

Common Stock

The Company’s Certificate of Incorporation, as amended, authorizes us to issue an aggregate of 1,500,000,000 shares of Common Stock. As of the date of this prospectus, 231,505,146 shares of our Common Stock were issued and outstanding. All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. Holders of Common Stock do not have cumulative voting rights. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The Common Stock has no pre-emptive, subscription or conversion rights and there are no applicable redemption provisions. Additionally, our authorized but unissued Common Shares could be used by our Board of Directors for defensive purposes against a hostile takeover attempt, including ~~but~~(by way of example) the private placement of Shares or the granting of options to purchase Shares to persons or entities sympathetic to, or contractually bound to support, management. We have no such present arrangement or understanding with any person. However, our Common Stock has been reserved for issuance upon the exercise of stock purchase rights designed to deter hostile takeovers, commonly known as a “poison pill”.

Transfer Agent

The transfer agent for our Common Stock is VStock Transfer, 18 Lafayette Place, Woodmere, NY 11598.

Preferred Stock

Our Board of Directors is expressly authorized, at its discretion, to adopt resolutions to issue shares of Preferred Stock of any class or series, to fix the number of shares of any class or series of Preferred Stock and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the Preferred Stock, in each case without any further action or vote by our stockholders.

Warrants

On June 24, 2021, we entered into a Securities Purchase Agreement, dated as of June 24, 2021 (the “Issuance Date”) and issued and sold to Auctus Fund, LLC, a Senior Secured Promissory Note and two common stock purchase warrants (separately, the “First Warrant” and the “Second Warrant” and together, the “Warrants”), each allowing Auctus to purchase an aggregate of 4,333,333 shares of our common stock. The Second Warrant is subject to cancellation pursuant to the terms of the promissory note, and may not ~~limited~~be exercised until the Trigger Date (as defined in the Second Warrant).

The Warrants each have an exercise price of $0.15 per share, subject to ~~legal, accounting, printing~~customary adjustments (including anti-dilution adjustments), and ~~mailing fees~~may be exercised at any time until the three year anniversary of the Warrants; provided, however, in the event we repay the promissory note in its entirety on or prior to its June 24, 2022 maturity date, the Second Warrant shall automatically expire and may only be exercised in the event it does not so automatically expire.

The exercise of the Warrants are subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

The Warrants provide for a “cashless” exercise, provided that the shares underlying the Warrants are not registered.

The Warrants do not confer upon Auctus any voting, dividend or other rights as stockholders of the Company.

MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK AND RELATED STOCKHOLDER MATTERS

There is no “established trading market” for our shares of common stock. Our common stock is currently quoted on the OTC Pink Market under the ticker symbol “OMWS” since April 15, 2020. There can be no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. Prior to April 15, 2020, our common stock was quoted on the OTC Pink Market under the symbol “GLLX”. There were no trades in our common stock prior to May 27, 2019.

The following table shows the high and low bid prices of our common stock for the periods indicated. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions, and may not represent actual transactions.

The last reported closing price was $0.31 on April 12, 2022.

Quarter Ended	High		Low

June 30, 2022 (through April 12, 2022)	$	0.4200	$	0.3100

March 31, 2022		0.4140		0.2000
December 31, 2021	$	0.3750	$	0.2600
September 30, 2021		0.4200		0.2500
June 30, 2021		0.3500		0.2300

March 31, 2021	$	0.1667	$	0.1160
December 31, 2020		0.2000		0.1167
September 30, 2020		0.2000		0.1167
June 30, 2020		0.2000		0.1300

Holders

As of April 12, 2022, there were approximately 46 stockholders of record for our common stock. The number of stockholders does not include beneficial owners holding shares through nominee names.

Shares Eligible for Future Sale

As of the date of this prospectus, there are 231,505,146 shares of common stock outstanding, of which an aggregate of 175,769,790 shares are owned by our directors and executive officer or their affiliates.

Approximately 195,488,316 outstanding shares of common stock held by current shareholders are considered “restricted securities” subject to the limitations of Rule 144 under the Securities Act. In general, securities may be sold pursuant to Rule 144 after being fully paid and held for more than 6 months. While affiliates of the Company are subject to certain limits in the amount of restricted securities they can sell under Rule 144, there are no such limitations on sales by persons who are not affiliates of the Company. In the event non-affiliated holders elect to sell such shares in the public market, there is likely to be a negative effect on the market price of the Company’s securities.

Dividend Policy

We have never declared or paid any cash dividend. We do not anticipate that we will declare or pay any dividends in the foreseeable future. Our current policy is to retain earnings, if any, to fund operations, and the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of our Board and will be ~~borne by us.~~ dependent upon our financial condition, operation results, capital requirements, applicable contractual restrictions, restrictions in our organizational documents, and any other factors that our Board deems relevant.

Penny Stock ~~Regulations~~

~~You should note that~~Regulation

Shares of our ~~stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock"~~Common Stock have been and will likely continue to be ~~any~~subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks are generally equity ~~security that has~~securities with a ~~market price (as defined) less than $5.00 per share or an exercise~~ price of less than $5.00 ~~per share, subject~~(other than securities registered on certain national securities exchanges or quoted on the NASDAQ or NYSE system, provided that current price and volume information with respect to ~~certain exceptions. Our~~transactions in those securities ~~are covered~~is provided by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000exchange or ~~individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.~~system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from ~~the~~those rules, to deliver a standardized risk disclosure document ~~in a form~~ prepared by the SEC, which ~~provides information about penny stocks and~~contains the ~~nature and level of risks~~following:

	●	a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

	●	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 violation to such duties or other requirements of securities’ laws;

	●	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;

	●	a toll-free telephone number for inquiries on disciplinary actions;

	●	definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and

	●	such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

Prior to effecting any transaction in penny stock, ~~market. The~~the broker-dealer also must provide the customer ~~with current bid and offer quotations for~~ the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. following:

	●	the bid and offer quotations for the penny stock;

	●	the compensation of the broker-dealer and its salesperson in the transaction;

	●	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

	●	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 ~~these~~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~~purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to ~~the transaction.~~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 ~~level of~~ trading activity in the secondary market for ~~the~~a stock that isbecomes subject to ~~these~~the penny stock rules. ~~Consequently, these~~Holders of shares of our Common Stock may have difficulty selling those shares because our Common Stock will probably be subject to the penny stock ~~rules may affect~~rules.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with our audited and unaudited financial statements and related notes thereto included elsewhere in this prospectus commencing on page F-1.

We develop and market products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that we plan to offer and sell in fitness and medical markets.

We plan to introduce a disruptive business model into the ~~ability~~traditional wellness, massage and spa industry by delivering the important benefits of ~~broker-dealers~~our endokinetic therapies in a more affordable and convenient way. We have created a unique and expandable business model that we believe breaks through the main barriers of wellness treatments which include cost, scheduling, and quality/consistency.

Central to ~~trade~~ our ~~securities.~~business plan is the creation of the BodyStop® Relaxation Centers, which are premium, spa-like locations that can be located, and an appointment booked, by customers or “members” using a smartphone app or the web (massage on demand). We expect that each BodyStop® Relaxation Center will have six to ten patented dry-hydrotherapy SOLAJET™ systems, two Aquavive® contrast therapy units, one SolaSauna, a SolaPro percussive treatment tower, one full body cryo-therapy chamber, one HyperCryo® spot therapy unit, one SolaDerm® LED therapy system and an assisted TheraStretch® zone where customers can choose and receive private, deeply relaxing, consistent and therapeutic treatments with the multiple modalities available. We believe that the ~~penny stock rules discourage investor interest~~customized wellness experience provided at a BodyStop® is unequaled in ~~and limit~~our goal to provide the ~~marketability of~~client the ability to “Feel Better Fast” at our ~~common stock.~~

~~Procedures for Subscribing~~

~~If you decide~~one stop location..

Our retail membership model is currently based upon a price from $5 to ~~subscribe for any shares in this offering, you must~~

–

~~execute and deliver a subscription agreement; and~~

–

~~deliver a check or certified funds to us for acceptance or rejection.~~

All checks for subscriptions must be made payable to “Glolex, Inc.” The proceeds will be held in a corporate bank account, at Bank of America, located at 300 S 4th Street, Las Vegas, NV 89101. The only authorized person to access funds from this bank account is our director Maksim Charniak.

~~We have filled~~$10 per fifteen minute session on the ~~copy~~modality of the ~~Subscription~~customer’s choice. Due to our technology advantages, we expect to operate the BodyStop® Relaxation Centers with a minimal amount of staffing, as well as potentially franchise BodyStop® Relaxation Centers to third parties to enhance the rate of growth. Based on projected usage rates determined by us after multiple years of product development and market testing, we estimate that a single BodyStop® center servicing up to 800 members, may generate approximately $1,000,000 in annual revenue with a target gross margin of approximately 60%.

History

On April 17, 2020, we entered into the Exchange Agreement ~~as an Exhibit 99.1.~~

~~The Company will deliver stock certificates attributable~~with Omnia Corp. and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of ~~common~~capital stock ~~purchased directly~~of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021 and, pursuant to the ~~purchasers.~~

~~Right to Reject Subscriptions~~

~~We have~~terms of the ~~right to accept or reject subscriptions in whole or in part,~~Exchange Agreement, among other things, all outstanding Omnia Corp. Shares were exchanged for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

~~DESCRIPTION OF SECURITIES~~

~~GENERAL~~

~~Our authorized capital stock consists~~shares of ~~75,000,000 shares of~~our common stock, par value $0.001 per ~~share. As~~share, based on the exchange ratio of ~~September 30, 2016, there were 3,000,000~~one share of our common stock for every one Omnia Corp. Share. Accordingly, we acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 shares of our common stock ~~issued~~ and ~~outstanding those were held by one registered stockholder~~Omnia Corp. became our wholly-owned subsidiary. As of ~~record~~the Closing, Mr. Amer Samad, formerly our sole director and ~~there are no shares of preferred stock issued and outstanding. Our sole~~executive officer, ~~and director, Maksim Charniak owns all 3,000,000~~agreed to cancel 52,656,888 (pre-stock split) shares of our common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately after the Closing. We also issued an aggregate of 1,269,665 shares of common stock on January 5, 2021 as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.

Significant Accounting Policies and Estimates

The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

Results of Operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Fiscal Quarter Ended December 31, 2021 Compared to Fiscal Quarter Ended December 31, 2020

Revenues

Total revenue was $56,833 for the fiscal quarter ended December 31, 2021, compared to $0 for the fiscal quarter ended December 31, 2020. The increased revenue during the 2021 period is due to a shift from selling equipment to customers to a subscription based shared revenue program implemented in the first fiscal quarter of 2021. The Company also had $149,673 of Income in 2021 from the forgiveness of its PPP loan under the CARES Act.

Cost of Goods Sold

Total cost of goods sold was $2,904 for the fiscal quarter ended December 31, 2021, compared to $0 for the fiscal quarter ended December 31, 2020. The increase in cost of goods sold during the 2021 period was due to the timing of the Company moving its business model to primarily usage memberships or revenue share with partners, where the Company retains ownership of the equipment and does not enter into a sales arrangement. Therefore, cost of goods sold is not accounted for as in a traditional sales model. This change in business model was implemented in the first fiscal quarter of 2021.

Operating Expenses

Total operating expenses was $741,217 for the fiscal quarter ended December 31, 2021, compared to $9,383 for the fiscal quarter ended December 31, 2020. There was an increase due to implementing the new business model which resulted in hiring more staff to manage the in-house sales of our subscription based service, increasing our marketing and advertising expense to initiate our new program, a need for an increase of legal and professional services related to the new revenue share partner based programs, and research and development costs for different products.

Interest Expenses

Interest expense was $105,403 for the fiscal quarter ended December 31, 2021, compared to $0 for the fiscal quarter ended December 31, 2020. The increase in interest expense from 2020 is due to the Company issuing and paying down notes payable for funding current operations. The Company issued convertible notes during the period in the amount of $135,000, that convert into shares at a lower cost than the cost that was offered to the current market (the Beneficial Conversion Feature). The convertible notes convert within 12 months at $.22/ share and were issued when the market for the shares ranged from $.17 to $.36/share. The Company is recognizing the cost for the price difference in those shares, which represents the share’s intrinsic value and is considered an additional cost of financing and is recorded as an interest expense for the period of $128,250.

Net Income (Loss)

The net loss for the fiscal quarter ended December 31, 2021 was $(771,268), compared to a net loss for the fiscal quarter ended December 31, 2020 of $(9,383). The net loss of $(771,268) as of the fiscal quarter ended December 31, 2021 resulted in a loss per share of (0.00) compared to a net loss of $(9,383) as of December 31, 2020, resulting in a loss per share of (0.00).

Nine months Ended December 31, 2021 Compared to Nine months Ended December 31, 2020

Revenues

Total revenue was $151,764 for the nine months ended December 31, 2021, compared to $0 for the nine months ended December 31, 2020. The increase in revenue during the 2021 period is due to a shift from selling equipment to customers to a subscription based shared revenue program implemented in the first fiscal quarter of 2021. The Company also had $593,546 of Income in 2021 from the forgiveness of its PPP loan under the CARES Act.

Cost of Goods Sold

Total cost of goods sold was $17,914 for the nine months ended December 31, 2021, compared to $0 for the nine months ended December 31, 2020. The increase in cost of goods sold during the 2021 period was mainly due to the timing of the Company moving its business model to primarily usage memberships or revenue share with partners, where the Company retains ownership of the equipment and does not enter into a sales arrangement. Therefore, cost of goods sold is not accounted for as in a traditional sales model. This change in business model was implemented in the first fiscal quarter of 2021.

Operating Expenses

Total operating expenses was $2,155,693 for the nine months ended December 31, 2021, compared to $48,341 for the nine months ended December 31, 2020. There was an increase due to implementing the new business model which resulted in hiring more staff to manage the in house sales of our subscription based service, increasing our marketing and advertising expense to initiate our new program, a need for an increase of legal and professional services related to the new revenue share partner based programs, and research and development costs for different products.

Interest Expenses

Interest expense was $379,465 for the nine months ended December 31, 2021, compared to $0 for the nine months ended December 31, 2020. The increase in interest expense from 2020 is due the Company issuing and paying down notes payable for funding current operations. The Company issued convertible notes during the period in the amount of $1,475,000, that convert into shares at a lower cost than the cost that was offered to the current market (the Beneficial Conversion Feature). The convertible notes convert within 12 months at $.22/ share and were issued when the market for the shares ranged from $.17 to $.36/ share. The Company is recognizing the cost for the price difference in those shares, which represents the share’s intrinsic value and is considered an additional cost of financing and is recorded as an interest expense for the period of $899,825.

Net Income (Loss)

The net loss for the nine months ended December 31, 2021 was $(2,707,587), compared to net loss for the nine months ended December 31, 2020 of $(48,341). The net loss of $(2,707,587) as of the nine months ended December 31, 2021 resulted in a loss per share of (0.01), compared to a net loss of $(48,341) as of December 31, 2020, resulting in a loss per share of (0.00).

Fiscal Year Ended March 31, 2021 Compared to the Fiscal Year Ended March 31, 2020

Revenues

Total revenue was $218,874 for the year ended March 31, 2021, compared to $-0- for the year ended March 31, 2020. The increased revenue during 2021 is due to a targeted marketing program to gyms and medical facilities.

Cost of Goods Sold

Total cost of goods sold was $120,253 for the year ended March 31, 2021, compared to $-0- for the year ended March 31, 2020. The increase in cost of goods sold in 2020 was mainly due to the Company reviewing the value of obsolete items in inventory in 2020 and writing this down by charging to cost of goods sold.

Operating expenses

Total operating expenses was $1,722,161 for the year ended March 31, 2021, compared to $33,680 for the year ended March 31, 2020. There was increased depreciation and amortization, legal and professional fees, payroll expenses and general and administrative expenses in 2021 as Omnia Corp. continued to build its business, offset by lower selling and marketing expenses, related party, consulting fees, related party and impairment expense as compared to 2020 in 2021.

Interest expenses

Interest expense was $611,536 for the year ended March 31, 2021, compared to $-0- for the year ended March 31, 2020. The increase in interest expense is due to the issuance of additional promissory notes to investors in 2021.

Net Loss

The net loss for the fiscal year ended March 31, 2021 was $(2,235,075), resulting in loss per share of $(0.17), compared to net loss for the period ending March 31, 2020 of $(33,680) resulting in loss per share of $(0.00).

Liquidity and Capital Resources

We have historically funded operations through the issuance of loans, evidenced by convertible and non-convertible promissory notes. Since inception, we have raised an aggregate of $9,593,939 through the sale of such promissory notes, of which approximately $5,189,595 principal amount remains outstanding and either is currently ~~issued~~due and ~~outstanding.~~

continuing to accrue default interest, or will be due in 2022 Additionally, in 2021 we received funding of $294,825, for a total of $588,891, pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security (CARES) Act, of which approximately $440,000 was forgiven in May and August 2021, and approximately $148,000 was forgiven in October 2021.

Based on our current burn rate, we need to raise additional capital in the short term to fund operations, including the opening of Relaxation Centers, and meet expected future liquidity requirements, as well as to repay our remaining existing total indebtedness of approximately $5,673,304, if not converted to equity, or we will be required to curtail or terminate some or all of our installations or our operations. We are continuously in discussions to raise additional capital, which may include or be a combination of convertible or term loans and equity which, if successful, will enable us to continue operations based on our current burn rate, for the next 12 months; however, we cannot give any assurance at this time that we will successfully raise all or some of such capital or any other capital. In addition, the COVID-19 pandemic has presented unprecedented challenges to businesses and the investing landscape around the world, including our business. Therefore, there can be no assurance that management’s plans will be successful. We may not be able to negotiate any such financing arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines or our operations. Furthermore, at this time, we do not have an established source of funds sufficient to cover operating costs after February, 2022. Funds raised, if any, are anticipated to fund not just repayment of existing obligations, but our ongoing operations including validating the business model for Relaxation Centers, hiring additional personnel, and expanding the revenue share model with additional facilities.

We do not have available funds to repay currently due liabilities or note indebtedness that is expected to become due in 2022, and are exploring refinancing, extending the maturity date and/or converting some or all of such indebtedness into equity.

There can be no assurance that necessary debt or equity financing will be available, or will be available on terms acceptable to us, in which case we may be unable to meet our obligations or fully implement our business plan, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

~~COMMON STOCK~~

Additionally, we will need additional funds to respond to business opportunities including potential acquisitions of complementary technologies, protect our intellectual property, develop new lines of business, and enhance our operating infrastructure. While we may need to seek additional funding for any such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock.

As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. Any of these actions could materially harm our business, results of operations and future prospects.

Cash Flows

The following istable provides a summary of the ~~material rights~~net cash flow activity for each of the periods set forth below:

	Nine Months ended September 30,
	2021			2020
Cash used in operating activities	$	(2,841,005	)	$	(9,515	)
Cash provided by investing activities		(216,194	)		0
Cash provided by financing activities		3,057,135			9,515
Change in cash	$	(64	)	$	0

Cash used in operating activities for the nine months ended December 31, 2021 was $(2,841,005). Cash used in operating activities for the nine months ended December 31, 2020 was $(9,515). The additional expenses reflect the shift in our business model from selling equipment to a subscription based revenue program, increasing operating expenses. Interest on beneficial conversion feature and ~~restrictions associated with~~costs in leasehold improvements incurred in preparing our ~~common stock.~~

first company store location on Long Island, NY. Additionally, in 2021 we received funding for a total of $588,891, pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security (CARES) Act, of which the entire amount was forgiven within the 9 months ending December 31, 2021.

Cash provided by investing activities for the nine months ended December 31, 2021 was $(216,194), compared to $(0) for the nine months ended December 31, 2020, which consisted of acquiring fixed assets, research and development and licensing technology.

Cash provided by financing activities for the nine months ended December 31, 2021 was $3,057,135, compared to $9,515 for the nine months ended December 31, 2020, which consisted of increase of loans payable, advances to related party for production, and proceeds from issuance of notes.

Going Concern

The ~~holders~~independent auditors’ report accompanying our March 31, 2021, 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.

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $(2,703,106) and had a working capital deficit of $(6,074,420) at December 31, 2021, and have reported negative cash flows from operations since inception. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. Our ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by any of our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.

BUSINESS

Corporate History and Background

The Company incorporated as a Nevada corporation on March 2, 2016 by the filing of articles of incorporation with the Secretary of State of the State of Nevada under the name Glolex, Inc.

On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director and the owner of 3,000,000 shares (pre-stock split) of the Company’s common stock, ~~currently have (i) equal ratable rights~~sold all of his shares of common stock of the Company to ~~dividends~~Amer Samad, resulting in a change of control of the Company. As part of that transaction, Mr. Charniak resigned from ~~funds legally available therefore, when,~~all of his officer and director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and ~~if declared by~~Secretary of the Company, and was appointed to the Board of Directors of the ~~Company; (ii) are entitled to share ratably in all~~Company. Mr. Samad also purchased 1,167,937 shares (pre-stock split) of the ~~assets~~Company’s common stock in a series of private transactions, resulting in Mr. Samad owning 4,167,937 shares (pre-stock split) of the ~~Company available for distribution to holders of~~Company’s common stock, ~~upon liquidation, dissolution~~ or ~~winding up~~approximately 95.6% of the ~~affairs~~issued and outstanding common stock of the Company.

On March 5, 2020, the Company ~~(iii) do not have preemptive, subscription or conversion rights~~filed Amended and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’sRestated Articles of Incorporation ~~Bylaws and~~with the ~~applicable statutes~~Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of common stock from 75,000,000 to 100,000,000, (ii) create and authorize 10,000,000 shares of “blank check” preferred stock, and (iii) effect a 12.6374:1 forward stock split of the common stock. In addition, on March 16, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company from Glolex Inc. to Omnia Wellness Inc. On April 15, 2020, the stock of the Company began trading on the OTC Pink market under the symbol “OMWS”.

On April 17, 2020, we entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies Inc.), a Texas corporation (“Omnia Corp.”), and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021, and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of Omnia Corp., no par value, or the Omnia Corp. Shares, were exchanged for shares of our common stock, par value $0.001 per share, based on the exchange ratio of one share of our common stock for every one Omnia Corp. Share. We refer herein to the transactions contemplated by the Exchange Agreement, collectively, as the Acquisition. Accordingly, we acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect our 15:1 forward stock split on April 6, 2021) shares of our common stock and Omnia Corp. became our wholly-owned subsidiary. As of the closing of the Acquisition (the “Closing”), Mr. Samad, resigned as an officer and director of the Company and agreed to cancel 52,656,888 (pre-stock split) shares of our common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately following the Closing. The Company also issued an aggregate of 1,269,665 (pre-stock split) shares of common stock on January 5, 2021 as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.

Following the Acquisition, the Company, through its wholly-owned subsidiary Omnia Corp., now develops and markets products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that the Company plans to offer and sell in medical and fitness markets.

On April 6, 2021, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) increase the Company’s authorized shares of common stock from 100,000,000 to 1,500,000,000, (ii) increase the Company’s authorized shares of “blank check” preferred stock from 10,000,000 to 150,000,000, and (iii) effect a 1:15 forward stock split of the common stock.

Our principal executive office is located at 999 18^th St., Suite 3000, Denver, CO 80202, and our telephone number is 303-325-3738. Our website address is www.omniawellness.com. The information on our website is not part of this prospectus.

Business Plan

We develop and market products for wellness and physical therapy markets, using patented dry-hydro therapy equipment and other related modalities that we plan to offer and market in wellness, fitness and medical markets.

Central to our business plan is the creation of the BodyStop® Relaxation Centers, which are premium, spa-like locations that can be located, and an appointment booked, by customers or “members” using a smartphone app or the web – massage on demand. We expect that each typical BodyStop® Relaxation Center will have six to ten patented dry-hydrotherapy SOLAJET™ systems, two Aquavive® contrast therapy units, one SolaSauna, a SolaPro percussive treatment tower, one full body cryo-therapy chamber, one HyperCryo® spot therapy unit, one SolaDerm® LED therapy system and an assisted TheraStretch® zone where customers can choose and receive private, deeply relaxing, consistent and therapeutic treatments with the multiple modalities available. We believe that the customized wellness experience provided at a BodyStop® is unequaled in our goal to provide the client the ability to “Feel Better Fast” at our one stop locations.

Our retail membership model is currently based upon a price from $5 to $10 per fifteen minute session on the modality of the customer’s choice. Due to our technology, we expect to operate the BodyStop® Relaxation Centers with a minimal amount of staffing, as well as potentially franchise BodyStop® Relaxation Centers to third parties to enhance the rate of growth. Based on projected usage rates determined by us after multiple years of product development and market testing, we estimate that a single BodyStop® center servicing up to 800 members, may generate approximately $1,000,000 in annual revenue with a target gross margin of approximately 60%.

Research and Development

To develop our proprietary technology and prepare our product for commercialization, we and our predecessors and affiliates of our founders have spent multiple years designing and placing over 500 units in high volume usage commercial settings. This product verification program was important to validate the product’s reliability, performance, consumer features and production capacity. Currently, we are developing additional products to offer through our collaborators and through our BodyStop® Relaxation Centers. For the nine months ending December 31, 2021, we has recorded $937,000 in research and development expenses.

Manufacturing

We outsource our manufacturing pursuant to a Contract Services Agreement with DryRX, LLC dated as of January 1, 2020. The Contract Services Agreement, among other things, provides that DryRX shall provide manufacturing and support services on our behalf, and shall be responsible for the manufacturing oversight and production operations of our products. In return, we are obligated to pay to DryRX a fee equal to 10% of net sales less cost-of-goods-sold and all expenses associated with the services. DryRX is owned and controlled by the brother of Steve Howe, our Executive Chairman.

Market Analysis

The global health and wellness industry had revenue of over $4.5 trillion per year prior to the COVID-19 pandemic and, assuming the pandemic further wanes in 2022 as a result of available vaccines and the global, national and local economies rebound, will continue to afford great opportunities for companies that offer innovative solutions to the challenges faced by our population. Now more than ever, people suffer from tension/stress, chronic pain, lack of exercise and a broad range of conditions which may be alleviated or treated by massage and other treatments that promote physical wellbeing. Leading healthcare professionals generally agree that massage not only feels good, but can be very good for a ~~more complete description~~user’s health. Massage therapy is estimated to be a $45 billion per year industry worldwide, according to Associated Bodywork & Massage Professionals. Furthermore, the American Massage Therapy Association (AMTA) estimates that massage therapy was a $18 billion industry in the U.S. alone in 2018. By comparison, in 2005, massage therapy was projected to be a $6 to $11 billion a year industry. Between July 2017 and July 2018, surveys indicated that roughly 47.5-63.6 million adult Americans (19%-28%) had a massage at least once, and U.S. massage customers receive about 230 million massages a year at an average price of $65.00 per massage (not including customary tip).

The Company has received testimonials which describe experiences ranging from how the product has made a big difference in their daily personal lives, to how commercial providers have enjoyed significant profits by charging for clients to use our deeply relaxing and therapeutic technology.

The Company did see a decrease in sales/leases of its available products during 2020 which it believes is a direct result of the ~~rights~~COVID-19 pandemic, as gyms and ~~liabilities~~other locations were closed and communities and individuals were quarantined for parts of ~~holders~~the year. The Company did start to see indicators late in the third quarter of 2020 and early in the fourth quarter of 2020, continuing into 2021, that business was starting to pick up again on the medical side. The Company believes that as gyms, chiropractors and other medical facilities begin to open to larger capacities as reopenings become more widespread, the Company’s products will be a better option for the locations due to the ability to be “touchless,” which has become more necessary over the last year due to the COVID-19 pandemic. Furthermore, all BodyStop® modalities allow the option of getting a treatment without being in a room with another person. Management believes that this will allow an additional way to market the business over the next several years.

Products and Services

The SolaJet® Dry-Hydrotherapy System, is an exhilarating new wave in health and wellness. Inside, a powerful traveling water jet performs a relaxing full body Endo-Kinetic™ treatment but is also able to isolate to any part of the body at the touch of a button. Throughout this TOUCH-LESS self- administered session, the client remains clothed and dry.

The AquaVive, is the world’s first hyper-thermic massaging system that uses the penetrating power of water to both relax muscles with therapeutic heat or to quell inflammation with cooling to 40 degrees F. The AquaVive also provides gentle stretching and side to side movement.

The SolaPro, provides deep and rapid vibration which provides many individuals fast and advanced relief from aches and pains and helps promote faster recovery. Sola-Pro creates a targeted therapeutic effect. In the case of the SolaPro™, our “smooth- force” penetrating power can deliver gentle strength massage or powerful deep penetrating action.

SolaDerm, aids in the reduction of inflammation using cold therapy works by reducing blood flow to a particular area, which can significantly reduce swelling that causes pain, especially around a joint or a tendon. It can temporarily reduce nerve activity, which can also relieve pain. Compression assists in a similar manner through the restriction of blood flow and the reduction of swelling and fluid build-up.

HyperCryo Spot Cryotherapy, uses extremely cold temperatures in order to induce healing processes. Cryotherapy has been used to stimulate the body’s own natural ability to recover, repair, and rebuild. Using extremely cold temperatures over a short time has an effect much easier to administer than traditional ice packs used for cold therapy or treatment. Spot cryo targets a local area vs the whole body.

Full Body Cryotherapy, refers to the process of stimulating the body’s natural healing and recovery systems by applying extremely cold temperatures to the entire body. Eliminating pain, reducing inflammation, and improving the blood flow are just a few of its many possible positive benefits.

SolaSauna, is the only true full spectrum infrared saunas available offering advanced near, mid and far infrared technologies. Our robust True Wave™ Full Spectrum heating system provides all wavelengths 100% of the time to optimize your sauna session.

EarthCord. “Grounding” or natural diffusion refers to the health benefits of direct contact with the earth’s negative electrical field. As static electricity build up is discharged through direct skin contact, grounding to the earth may help rebalance electrons in the body to naturally optimize its electrical system, thus helping the user to relax and reduce inflammation.

BodyVibe. Whole body vibration can help reduce pain and stiffness by improving local circulation and even reverse the effects of limited mobility naturally. We believe that whole body vibration therapy is a great treatment prior to stretching or exercise, with gentle motion or aggressive vibration set to the user’s preference.

BodyStretch. Many people go through daily activity with stiff muscles resulting from sedentary lifestyles or overworked and stressed muscle. Stretching can help reestablish a more normalized muscle tone, relieving stiffness and soreness.

BodyStop® Relaxation Centers

Our business model is to create a national chain of BodyStop® “Relaxation Centers” encompassing all of our products and services. Earlier Company focus groups have shown that individuals introduced to the proposed BodyStop® Relaxation Center concept had a high interest in the services offered. We also had similar results selling SOLAJET™ memberships in commercial settings with a compelling conversion rate for users to purchase a monthly massage membership. We believe this is a strong indication that retention or membership sales will be high once consumers experience a SOLAJET™ massage in a relaxing and stress-free environment. Our first BodyStop® location is currently under construction on Long Island, New York, with an expected opening date of May 15, 2022.

We intends to offer our full range of products, with the following amenities, at each BodyStop® location:

	●	Luxurious feeling, open and “stress free” environment.

	●	Relaxing pre-massage/recovery area provides the soothing tone of relaxation with an arrangement of colors, scents, lighting and décor.

	●	Privacy massage rooms for security and mental relaxation.

	●	“Hydration stations” - customizable energy water dispenser to help relax and replenish the body after massage.

	●	Sign-up/Sign-in kiosk – Registration will be done through a smartphone app, the internet or an in-store kiosk. The in-store kiosk will also be available for the user to learn more about SOLAJET™.

	●	Consumers are able to control the chosen modality and where to focus force via a tablet control menu.

	●	“No Tip” policy creates a high value, cashless retail environment.

For the BodyStop® Relaxation Centers, the Company plans to test additional names, product branding and marketing using professional marketing agencies and intends to hire consultants to develop the store layout and associated marketing concepts. The locations are intended to represent a “human oasis” or an affordable “recharge station” for our stressed-out world. The Company intends to work closely with franchise consultants during the testing and modeling of the centers to make certain any future franchise offering, if any, has the best opportunity to be successful.

Furthermore, the value proposition for each member of the Company’s ~~securities.~~BodyStop® Relaxation Centers is expected to be as follows:

	●	A new therapeutic endokinetic therapy and multiple additional modalities experiences with wider appeal than traditional spa treatments or massage;

	●	Affordable monthly membership program – making the luxury of a regular massage and other spa-like modalities attainable;

	●	Convenient booking system making appointments “on-demand”;

	●	Convenient locations;

	●	Relaxing and welcoming atmosphere;

	●	High customer service focus – minimal staff administrative burden allows center employees to focus a majority of their time of service and hospitality; and

	●	User friendly control system using touch-screens to manage the “touchless” treatment systems.

Other Products and Offerings

We intend to introduce from time to time other products and service offerings. For instance, the Company has recently introduced the Aquavive^TM, the world’s first recliner hot and cold contrast therapy system, the SolaPro^TM mobile deep-tissue massage gun, and the HyperCryo spot cryotherapy system.

Plan of Operations

We intend to implement an aggressive go-to-market plan intended to validate our business model, including to:

	●	Engage a professional branding and marketing group to develop the Company’s Relaxation Center’s name and marketing collateral (print, web, mobile and social media).

	●	Employ a design consultant to properly design the BodyStop Relaxation Centers’ layout, theme, lighting and structure.

	●	Secure a real estate specialist to determine proper retail locations based on population, demographics and foot traffic.

	●	Initially launch the first BodyStop Relaxation Centers on Long Island, New York and then shortly thereafter two additional BodyStop locations in cities to be determined, to validate the business model.

		Furthermore, we plan to market the pre and post-launch of our Relaxation Centers by:

	●	Driving customer flow to the Relaxation Centers by building brand awareness through conveniently located, highly visible locations and by using traditional retail-oriented marketing and customer acquisition techniques and by participating in community awareness events.

	●	Heavily promoting “free treatments” as an attractive means to drive traffic to the locations for the prospective customer’s first trial experience. We believe that the history of user usage patterns predicts a high retention or desire for ongoing use once someone experiences the BodyStop Relaxation Center.

	●	Developing a social media presence.

	●	Creating media and public relations exposure.

After our Relaxation Centers have been in service for a reasonable test period, management plans to evaluate each location’s results and determine the proper course of action for the identification and installation of future locations. If results from the test market demonstrate that the concept is profitable and scalable, we intend to open approximately 50 to 100 Company-owned Relaxation Centers in the U.S. within the following 12 - 24 months, subject to the availability of funds. Following this, we expect to expand first into Europe. Our target is to have 1,000 Relaxation Centers in the U.S. and additional locations in Europe, within 6-8 years after the initial launch. We believe that there will be opportunities to expand the business into other areas worldwide, if and when we have the resources available.

In addition to the planned nation-wide chain of Company-owned BodyStop® Relaxation Centers, we are considering franchising the Relaxation Centers, and sell BodyStop® memberships in commercial settings through the purchase of monthly massage memberships. Along with the retail and commercial elements of the business plan, we expect to launch a medical rental program targeting physical therapists and chiropractors, which we believe removes the cost factor that would otherwise prevent practitioners from purchasing our products - a major barrier of entry. Our first beta franchise center, which is our first BodyStop® location, is expected to open in May 2022.

Revenue Share Model

The Company has also tested, and now offers, the installation and operation of a smaller version of the BodyStop® - the BodyStop® Express - in a limited number of leading health and fitness clubs. For instance, the Company and LA Fitness have opened the initial BodyStop® Express located in LA Fitness, Mission Viejo, California in January 2019, and a second location in Irvine, California opened in July 2019. Once the Company has confirmation of the financial assumptions, the Company’s current plan is to open up BodyStop® Express in 100 to 300 LA Fitness centers. Due to Covid related shutdowns in California in 2020, the expansion plans were delayed. In June 2021, the Company and LA Fitness entered into a new license agreement to expand the number of modalities offered at each LA Fitness location where the Company was operating prior to the Covid shut down and to expand the same package of modalities to other locations as well. The new license provides for LA Fitness sales and training personnel to sell BodyStop® memberships alongside LA Fitness memberships. The licensee fee arrangement has been converted from a fixed monthly fee to a percentage of the gross profit revenue. Our value proposition to this and other potential partnerships include:

	●	No capital investment by the fitness partner, as the Company will install and own the beds;

	●	Profitability drivers utilizing existing members or traffic, assisted by co-marketing with our partner;

	●	Service and support by the Company;

	●	Turn-key marketing support;

	●	Kiosk enrollment and operation; and

	●	The Company shares the revenue with the partner, in the range of 60% to 70% of gross revenue to the Company and 30% to 40% to the partner.

Target Customers

Potential retail target customers for the BodyStop® experience include the following:

	●	Employees exposed to high levels of stress;

	●	Sedentary workers;

	●	Manual and strenuous labor employees;

	●	Seniors;

	●	Overweight individuals; and

	●	Individuals with chronic pain/disabilities.

~~PREFERRED STOCK~~

The Company expects the physiological BodyStop® experience, the center’s relaxing environment, ongoing treatment education and overall financial value to resonate well with potential consumers, creating a strong consumer brand and loyal members.

The Company plans to create a focused marketing plan targeting specific segments of the population. The emphasis of the marketing messages will be on the specific benefits of consistent massage as a means of providing long term and short term health benefits.

We are also building a business unit to focus on the healthcare and wellness professional market, to sell or rent BodyStop® therapy systems to professionals, with the initial focus on the chiropractic and physical therapy industries where pricing and terms can range from $20-$30 for a 15 minute session.

Competition

We intend to compete with private spas and massage centers. Companies within the traditional massage market historically have been highly fragmented. Recently, national and regional massage chains have emerged offering discounted pricing for a monthly massage commitment. Top chains include: Massage Envy®, Zen Massage®, Massage Heights®, and Hand & Stone®. These chains attempt to “standardize” the massage category by assuring customers a licensed massage at a predictable price to secure continued usage.

Commercial competition includes four main competitors who are solely focused on selling water-based massage systems into the medical and leisure markets. Each command a high sales price of $15,000 - $35,000, and management believes that its competitors offer inferior massage experiences compared to the SOLAJET™ massage system. To date, based on publicly available information, none have initiated a relaxation center or franchise model and each are focused on growing and expanding the dry-hydrotherapy segment, primarily in the fitness market.

Some of our expected competitors currently have significantly greater resources than we do, have previously validated their business plan and launched their business, and have may greater resources for product development, sales and marketing, additional lines of products and the ability to offer financial incentives such as rebates, bundled products or discounts on other product lines that we may not be able to provide.

We intend to compete based on pricing, convenience and superior products and experience.

Intellectual Property

Protection of our intellectual property is a strategic priority for our business. We rely on a combination of patents, trademarks, copyrights, trade secrets as well as nondisclosure and assignment of invention agreements, material transfer agreements, confidentiality agreements and other measures to protect our intellectual property and other proprietary rights.

Patents and trademarks are significant to our business to the extent that a product or an attribute of a product represents a unique design or process. Patent protection of our products restricts competitors from duplicating these unique designs and features. To protect our proprietary secrets and competitive technologies, we have obtained and are seeking to further obtain patent, trade secret, trademark and other intellectual property protection on our products whenever appropriate. The Company currently holds the following patents or pending patents through its exclusive license with Drywave Technologies USA, Inc. described further below:

Description	Patent No.	Date Issued	Expiration
Systems and Methods for Providing Dry Hydrotherapy to a Reclined Human Subject	7,311,683	December 25, 2007	December 25, 2027

Dry Hydrotherapy Bed	D662,211	June 19, 2012	June 19, 2026

Water Encapsulated and Mechanical Hybrid Body Massage Chair with Rapid Heating and Cooling Control	U.S. Provisional Application, Serial No. 62/862,777, filed on June 18, 2019	Pending	Pending

Trademarks include SOLAJET™, MassageWave®, BodyStop®, AquaVive® and several related URLs.

In addition to the patents, there are a number of proprietary processes in the design, assembly and manufacturing of the SOLAJET™ endo-kinetic therapy system, the AquaVive therapeutic recliner and the HyperCryro spot cryo center. Our ability to protect and use our intellectual property in the continued development and commercialization of our technologies and products and to prevent others from infringing on our intellectual property is important to success. Our basic patent strategy is to augment our current portfolio by applying for patents on new developments and obtaining licenses to promising product candidates and related technologies. We also maintain various trade secrets which we have chosen not to reveal by filing for patent protection. Our issued patents and patent applications provide protection for our core technologies. In addition to the foregoing patent activity, several continuations-in–part and international patents have been filed. Patent applications related to our proprietary aqua roller system, rapid heating and cooling systems have been filed.

We also rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. Our policy is to require our employees, consultants, contractors, manufacturers, outside scientific collaborators and sponsored researchers, board of directors, technical review board and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. We also require signed confidentiality or material transfer agreements from any company that is to receive our confidential information. In the case of employees, consultants and contractors, the agreements provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

On April 30, 2019, our predecessor entered into a worldwide exclusive license with Drywave Technologies USA, Inc., which is the owner or exclusive licensee of certain of the technology, patent and other intellectual property rights, and know-how related to our dry hydrotherapy massage products. Pursuant to the terms and conditions of the license agreement, we received intellectual property rights to manufacture, use, and offer for sale all the products related to the patents and trademarks for dry hydrotherapy therapy technologies. The license fee to acquire the technology is $2,000,000, all of which has been paid. We are also obligated to pay to Drywave a royalty of 3% of net sales beginning May 1, 2020 and continuing for the longer of the period in which there are valid patent claims or ten years. Drywave is wholly-owned by Steve Howe, our Executive Chairman.

Our success will also depend in part on our ability to commercialize our technology without infringing the proprietary rights of others. Although we have conducted freedom of use patent searches no assurance can be given that patents do not exist or could not be filed which would have an adverse effect on our ability to market our technology or maintain our competitive position with respect to our technology. If our technology components, products, processes or other subject matter are claimed under other existing United States or foreign patents or are otherwise protected by third party proprietary rights, we may be subject to infringement actions. In such event, we may challenge the validity of such patents or other proprietary rights or we may be required to obtain licenses from such companies in order to develop, manufacture or market our technology. There can be no assurances that we would be able to obtain such licenses or that such licenses, if available, could be obtained on commercially reasonable terms. Furthermore, the failure to either develop a commercially viable alternative or obtain such licenses could result in delays in marketing our proposed technology or the inability to proceed with the development, manufacture or sale of products requiring such licenses, which could have a material adverse effect on our business, financial condition and results of operations. If we are required to defend ourselves against charges of patent infringement or to protect our proprietary rights against third parties, substantial costs will be incurred regardless of whether we are successful. Such proceedings are typically protracted with no certainty of success. An adverse outcome could subject us to significant liabilities to third parties and force us to curtail or cease our development and commercialization of our technology.

Government Regulation

Regulation by governmental authorities in the United States and foreign countries can be a significant factor in the development, manufacture and marketing of health related products. Currently, other than a Class I medical device registration form and annual fee payment, none of our products require formal regulatory approval by governmental agencies prior to commercialization. Class I medical devices are those products deemed to be low-risk, and as such are subject to the least amount of regulatory control. As a business strategy, we intend to conduct some key clinical studies to provide a basis to make medical claims regarding the use of our SOLAJET™ and AQUAVIVE™ products.

Employees

As of April 12, 2022, we had 16 full-time employees. These employees oversee day-to-day operations of the Company supporting management and leading engineering, manufacturing, intellectual property and administration functions of the Company. We also use the services of consultants as-needed from time to time. We are subject to labor laws and regulations within our locations in the U.S. These laws and regulations principally concern matters such as pensions, paid annual vacation, paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment. None of our employees are represented by a labor union or covered by a collective bargaining agreement.

PROPERTIES

Our corporate headquarters are located at 999 18th St., Suite 3000, Denver, Colorado 80202, where we lease approximately 200 square feet on a month to month basis. Under the lease, the lease term continues for 12 months and may be terminated upon 30 days prior notice from the landlord or, by us, upon 30 days prior notice. We believe that these facilities are adequate for our current needs, including providing the space and infrastructure to accommodate our development work based on our current operating plan. We believe that as may be needed, additional space can be leased in the same building we currently utilize. The Company also has service center warehouses leased in Carson, California and Fort Collins, Colorado of approximately 2,000 sq. ft. each. The leases are for three years with extensions of additional years if needed. We do not own any real estate.

We believe that our facilities are adequate for our current purposes.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

MANAGEMENT

Directors and Executive Officers

Set forth in the table below is the name, age and position with the Company of our sole executive officer and director. Additional information is provided below the table and in “Security Ownership of Certain Beneficial Owners and Management.”

Name	Age	Titles
Steve R. Howe	69	Executive Chairman and Director
Jainal Bhuiyan	39	President and Director
Dr. Andrew E. Trumbach	60	Chief Financial Officer
Nickolay Kukekov	47	Director

Steve R. Howe, Executive Chairman and Director. Mr. Howe has been the Executive Chairman and Director of Omnia Corp. since August 1, 2019, and has been the Executive Chairman and Director of the Company since the closing of the Acquisition. Mr. Howe is also the owner and manager of Drywave Technologies USA, Inc., which owns certain of the technologies and intellectual property licensed to us. Prior to his service with Omnia Corp., Mr. Howe served as Chairman of the Board and Chief Executive Officer of AntriaBio from its formation in 2011 to 2014 and the Chairman of the Board and Chief Executive of PR Pharmaceuticals from its formation in 1998 to 2010. Mr. Howe was a founder of Micrel Limited, Inc., a privately held drug delivery company, and served as the Chief Executive Officer for Micrel from 1987 through 1998, when it merged into PR Pharmaceuticals. Mr. Howe received his BA in Business Administration, with an emphasis on finance and accounting, from the University of Wyoming in 1974.

The Company believes that Mr. Howe is qualified to serve as Executive Chairman due to his extensive experience with building and leading companies, and as a founder of Omnia Corp.

Jainal Bhuiyan, President and Director. Mr. Bhuiyan was a founder and co-managing member of the predecessor of Omnia Corp. from its formation in 2018 until its conversion into Omnia Corp. in July 2019. Upon the conversion of Omnia Corp.’s predecessor into Omnia Corp. in July 2019, Mr. Bhuiyan became a member of Omnia Corp.’s Board of Directors. Mr. Bhuiyan has served as the President and as a Director of the Company since the Closing of the Acquisition. He has spent over 15 years of his career focused in the health and wellness sector, and has executed over $3 billion in financings of early-stage and growth companies. His primary efforts have been dedicated to investment banking, capital markets and public and private equity investments. He is currently a Senior Managing Director at Paulson in investment banking. Since 2012, he has been a partner at HRA Capital, a healthcare merchant investment bank. Prior to HRA Capital, he was a Senior Vice President of healthcare investment banking at Rodman & Renshaw, where he was also Head of Healthcare Equity Capital Markets. Early in his career, he worked as a Senior Analyst at Provident Healthcare Partners, a Boston-based boutique M&A shop focused on healthcare services, and prior to that he worked as a Management Analyst with BearingPoint, consulting to the Department of Defense. Mr. Bhuiyan serves as Chairman of the Board of FundRx, a healthcare venture investment platform. Mr. Bhuiyan has a Bachelor of Science degree from Cornell University’s Charles H. Dyson School of Applied Economics and Management. He currently holds FINRA Series 7, Series 63 and Series 79 licenses.

The Company believes that Mr. Bhuiyan is qualified to serve as a member of the Board of Directors due to his extensive experience in healthcare and medical device investment banking.

Dr. Andrew E. Trumbach, Chief Financial Officer. As of March 11, 2021, the Company appointed Dr. Andrew E. Trumbach as its Chief Financial Officer. Since 1992, Dr. Trumbach has been a consultant providing tax, accounting and financial analysis services and accounting information systems solutions to middle market companies and family owned businesses. From 2008 to 2014, Dr. Trumbach was a part-time Professor at Nova Southeastern University, H. Wayne Huizenga School of Business and Entrepreneurship, where he taught classes on accounting, management and cost accounting, and accounting information systems. He was the CFO of a holding company from 2008 to 2019 that owned and operated one of the largest perfume distribution business operating worldwide. The company acquired and managed affiliated companies that included over 45 retail stores and a duty-free company operating airline, cruise, and retail duty free and duty paid concessions located in cruise, airport, and border locations worldwide. Prior to 2008, Dr. Trumbach spent 14 years as the CFO/CIO and Senior VP of a family-owned holding and investment company that included a portfolio that consisted of commercial, industrial, and residential real estate holdings, mining operations, outdoor advertising, publishing, polling, water and sewer utility, mobile home parks, data centers, and funeral homes. Prior to moving to industry, Dr. Trumbach spent three years working in an international accounting firm and five years in a regional firm working in public accounting in both the Caribbean and the United States. Dr. Trumbach is currently a director of Borrowmoney.com, Inc. (OTCPink:BWMY). In addition to a Bachelor of Science degree in Accounting and a Master of Business Administration degree, Dr. Trumbach has earned Doctorate degrees in both Information Technology Management and Accounting. He has undertaken numerous consulting projects for major companies in the United States and the Caribbean.

Nickolay Kukekov, Ph.D. Director. Dr. Kukekov was a founder and co-managing member of the predecessor of Omnia Corp. from its formation in 2018 until its conversion into Omnia Corp. in July 2019. Upon the conversion of Omnia Corp.’s predecessor into Omnia Corp. in July 2019, Dr. Kukekov became a member of Omnia Corp.’s Board of Directors. Dr. Kukekov has served as a Director of the Company since the Closing of the Acquisition. Dr. Kukekov currently serves as member of the Board of Directors of Brain Scientific Inc. (OTCQB: BRSF) as member of the Board of Directors of Biorestorative Therapeutics Inc. (Nasdaq: BRTX). Dr. Kukekov currently is the President and CEO of a private biotechnology company Kalgene Inc. Prior to the last appointment, he was the co-founder and the managing director of HRA Capital (formerly Highline Research Advisors). Dr. Kukekov was the Managing Director of Healthcare Investment Banking at Summer Street Research and prior to that he served as the managing director of Paramount BioCapital, where he ran the advisory, M&A and capital raising services for in-house private and public portfolio companies. Dr. Kukekov holds a Bachelor of Science degree in Molecular, Cellular and Developmental Biology from the University of Colorado at Boulder and a Ph.D. in Neuroscience from Columbia University, College of Physicians and Surgeons in New York. The Company believes that Dr. Kukekov is qualified to serve as a member of the Board of Directors due to his extensive experience in healthcare and medical device investment banking.

The Company believes that Dr. Kukekov is qualified to serve as a member of the Board of Directors due to his extensive experience in healthcare and medical device investment banking.

Family Relationships

There are no familial relationships between any of our officers and directors.

Structure and Operation of the Board

We do not have standing audit, compensation or nominating committees of our Board. However, the full Board performs all of the functions of a standing audit committee, compensation committee and nominating committee. The Board currently consists of three directors: Mr. Howe (Executive Chairman), Mr. Bhuiyan and Dr. Kukekov. The following is a brief description of these functions of the Board:

Nomination of Directors

The Board does not currently have a standing nominating committee, and thus we do not have a nominating committee charter. Due to our small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the nominating committee. The full Board currently has the responsibility of selecting individuals to be nominated for election to the Board. Board candidates are typically identified by existing directors or members of management. The Board will consider director candidates recommended by stockholders. Any such candidates will be evaluated on the same basis as other candidates being evaluated by the Board. Information with respect to such candidates should be sent to Omnia Wellness Inc., 999 18^th St., Suite 3000, Denver, Colorado 80202; c/o Chairman. The Board considers the needs for the Board as a whole when identifying and evaluating nominees and, among other things, considers diversity in background, age, experience, qualifications, attributes and skills in identifying nominees, although it does not have a formal policy regarding the consideration of diversity.

Audit Committee Related Function

We do not have a standing audit committee, and thus we do not have an audit committee charter. Due to our small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the audit committee. The Board intends to review with management and the Company’s independent public accountants the Company’s financial statements, the accounting principles applied in their preparation, the scope of the audit, any comments made by the independent accountants upon the financial condition of the Company and its accounting controls and procedures and such other matters as the Board deems appropriate. Because the Company’s common stock is traded on the OTC Pink market, the Company is not subject to the listing requirements of any securities exchange regarding audit committee related matters.

Report of Board on Audit Related Matters

In discharging its responsibility for oversight of the audit process, the Board obtained from the Company’s independent auditors, BF Borgers CPA PC, a formal written statement describing any relationships between the auditors and the Company that might bear on the auditors’ independence, consistent with the Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.” In addition, the Board discussed with the auditors any relationships that might impact the auditors’ objectivity and independence. The Board is satisfied as to the auditors’ independence.

Audit Committee Financial Expert

We do not have an ~~authorized class of preferred stock.~~

~~WARRANTS~~

~~We have not issued and~~audit committee financial expert, because we do not have an audit committee.

Risk Oversight

The Board’s risk oversight is administered primarily through the following:

	●	review and approval of an annual business plan;

	●	review of a summary of risks and opportunities at meetings of the Board;

	●	review of business developments, business plan implementation and financial results;

	●	oversight of internal controls over financial reporting; and

	●	review of employee compensation and its relationship to our business plans.

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether there should be a separate Non-Executive Chairman.

Compensation Committee Related Function

The Board does not currently have a standing compensation committee, and thus we do not have a compensation committee charter. Due to our small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the compensation committee. The full Board currently has the responsibility for reviewing and establishing compensation for executive officers and making policy decisions concerning salaries and incentive compensation for executive officers of the Company.

The Company’s executive compensation program is administered by the Board, which determines the compensation of the Executive Chairman and other executive officers of the Company. In reviewing the compensation of the individual executive officers (other than the Executive Chairman), the Board intends to consider the recommendations of the Executive Chairman, published compensation surveys and current market conditions.

Communication with Stockholders

Stockholders wishing to communicate with the Board can send an email to showe@solajet.com or write or telephone to the Company’s corporate offices:

Omnia Wellness Inc.

Executive Chairman

999 18th St., Suite 3000

Denver, Colorado 80202

Telephone: 303-325-3738

Code of Business Conduct and Ethics

We adopted a Code of Business Conduct and Ethics that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Business Conduct and Ethics is available on our website www.omniawellness.com.

Executive Compensation

Compensation of Executive Officers

The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of the Company for the periods indicated.

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation
($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)

All other Compensation ($)

Total ($)

Steve R. Howe (Executive Chairman and Director)

2022

240,000

(1)

240,000

2021

–

240,000

(1)

240,000

Jainal Bhuiyan (President and Director)

2022

–

2021

–

Dr. Andrew E. Trumbach

(Chief Financial Officer)

2022

–

18,000

(2)

18,000

2021

–

2,000

(2)

2,000

(1)	The Company is party to a Consulting Agreement with an affiliate of Mr. Howe pursuant to which he provided management and oversight on behalf of the Company. The Company paid $240,000 in compensation to Mr. Howe under this agreement for the fiscal year ended March 31, 2021, and $240,000 for the fiscal year ended March 31, 2022.
(2)	Represents consulting fees paid to Dr. Trumbach for services rendered to the Company as CFO.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards held by any ~~outstanding warrants~~of the named executive officers as of the end of the fiscal year ended March 31, 2021.

Option Exercises and Fiscal Year-End Option Value Table

There were no stock options exercised during the fiscal year ended March 31, 2021 by the named executive officers.

Long-Term Incentive Plans and Awards

There were no awards made to ~~purchase shares~~a named executive officer in the fiscal year ended March 31, 2021 under any long-term incentive plan.

Employment Agreements

Steve Howe

The Company entered into a Consulting Agreement with an affiliate of Steve Howe, dated May 1, 2018, pursuant to which he provides management and oversight on behalf of the Company. The Company incurred consulting expenses under this agreement of $244,186 (of which $240,000 was compensation to Mr. Howe and the remainder as reimbursement of expenses) for the fiscal year ended March 31, 2021 and $137,500 for the fiscal year ended March 31, 2020. For the fiscal year ended March 31, 2022, the Company incurred consulting expenses under the Consulting Agreement of $240,000.

Andrew Trumbach

The Company entered into a CFO Consulting Agreement with Dr. Trumbach, dated as of March 11, 2021 (the “CFO Consulting Agreement”). Pursuant to the CFO Consulting Agreement, Dr. Trumbach will serve as the non-employee chief financial officer of the Company on a part-time basis. The term of the CFO Consulting Agreement is one year, subject to the Company’s right to terminate on 30 days’ written notice, which term has been extended.

As compensation for the services to be provided by Dr. Trumbach, the Company shall pay an initial $2,000/month, which amount will be reviewed in thirty days and adjusted based on the amount of back work or other projects that may have to be completed outside the normal scope contemplated by the CFO Consulting Agreement. For the fiscal year ended March 31, 2022, the Company incurred consulting expenses under this agreement of $18,000.

Director Compensation

No compensation was paid by the Company to its directors as such during the year ended March 31, 2021 or 2020. In consideration for their board service, we intend to compensate our outside directors in the form of options for each year for their continued service. We also reimburses our directors reasonable out of pocket expenses incurred in attending board meetings and in carrying out their board duties.

2020 Equity Incentive Plan

As of March 5, 2020, subject to the Acquisition, our Board of Directors adopted the Omnia Wellness Inc. 2020 Equity Incentive Plan, or the 2020 Plan, which was approved by stockholders holding a majority of our common ~~stock.~~stock on March 5, 2020.

The Board believes that our ability to offer our key employees, non-employee directors and certain consultants and advisers long-term, equity-based compensation will help enable us to attract, motivate and retain experienced and highly qualified employees, directors and other service providers who will contribute to our financial success. It is the judgment of the Board that approval of the 2020 Plan is in the best interests of the Company and its stockholders.

The 2020 Plan permits the issuance of equity-based awards, including incentive stock options, or ISOs, nonqualified stock options, restricted stock and restricted stock units, or RSUs (the “Awards”).

The 2020 Plan is administered by the Board, or a committee composed of two or more members of the Board (the “Committee”) which is authorized to grant Awards.

Purpose and Eligible Individuals. The purpose of the 2020 Plan is to retain the services of valued key employees and consultants of the Company and such other persons as the Committee determines and to encourage such persons to acquire a greater proprietary interest in the Company, thereby strengthening their incentive to achieve the objectives of the stockholders of the Company, to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants and other persons selected by the Committee. Under the 2020 Plan, Awards may be granted to our officers, directors, employees and consultants or the officers, directors, employees and consultants of our subsidiary. Because the grant of Awards under the 2020 Plan will be within the discretion of the Committee, it is not possible to determine the Awards that will be made to executive officers or directors under the 2020 Plan.

Shares Subject to the 2020 Plan. The total number of Awards to acquire shares of Common Stock, shares of restricted stock and RSUs shall be 2,000,000. The maximum number of shares that may be subject to ISOs granted under the 2020 Plan shall be 2,000,000, subject to adjustment as provided in the 2020 Plan. The total amount of Common Stock that may be granted under the 2020 Plan to any single person in any calendar year may not exceed in the aggregate 2,000,000 shares. To the extent that an Award lapses or is forfeited, the shares subject to such Award will again become available for grant under the terms of the 2020 Plan.

Administration. Although the Board has the authority to administer the 2020 Plan, it has the right to delegate this authority to the Committee. Each member of the Committee, if any, will be a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.

Subject to the terms of the 2020 Plan, the Committee’s authority includes the authority to: (1) select or approve Award recipients; (2) determine the terms and conditions of Awards, including the price to be paid by a participant for any Common Stock; and (3) interpret the 2020 Plan and prescribe rules and regulations for its administration.

Stock Options. The Committee may grant ISOs or nonqualified stock options, or Options. The Committee determines the number of shares of Common Stock subject to each Option, provided that in no event shall the aggregate fair market value of the shares of Common Stock with respect to which ISOs are exercisable for the first time by a participant during any calendar year shall not exceed $100,000. The Committee determines the exercise price of an Option, its duration and the manner and time of exercise. However, in no event shall an Option be exercisable more than ten years following the grant date thereof. ISOs may be issued only to employees of the Company or of a corporate subsidiary of ours, and the exercise price must be at least equal to the fair market value of the Common Stock as of the date the Option is granted. Further, an ISO must be exercised within ten years of grant. The Committee, in its discretion, may provide the vesting terms of any Option, provided that if no schedule is specified at the time of grant, the Option shall vest as follows: (i) on the six month anniversary of the date of the grant, the Option shall vest and shall become exercisable with respect to 25% of the Common Stock to which it pertains; and (ii) on the seven month and each successive month anniversary to and including the twenty four month anniversary, the Award shall vest and become exercisable with respect to an additional 1/24^th of shares of Common Stock to which it pertains. The vesting of one or more outstanding Options may be accelerated by the Committee at such times and in such amounts as it shall determine in its sole discretion. Options may be exercisable for one year following the termination of employment or other service relationship, unless the Committee specifies otherwise, in the event the Option is an ISO, in the event of a termination for “cause” or the expiration date of the Option.

The exercise price of an Option may be paid in cash or by certified or cashier’s check, or, at the discretion of the Committee, in shares of Common Stock owned by the participant, or by means of a “cashless exercise” procedure in which a broker transmits to us the exercise price in cash, either as a margin loan or against the participant’s notice of exercise and confirmation by us that we will issue and deliver to the broker stock certificates for that number of shares of Common Stock having an aggregate fair market value equal to the exercise price.

Options granted under the 2020 Plan and the rights and privileges conferred by the 2020 Plan may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by applicable laws of descent and distribution.

~~OPTIONS~~

~~We have~~

Stock Grants. The Committee may issue shares of Common Stock to participants with restrictions, as determined by it in its discretion, as well as restricted stock units, which are contractual commitments to deliver shares of Common Stock pursuant to a vesting schedule. Restrictions may include conditions that require the participant to forfeit the shares in the event that the holder ceases to provide services to us and/or if certain performance goals are not ~~issued~~met (see discussion below). The recipient of a stock grant, including a stock grant subject to restrictions, unless otherwise provided for in a restricted stock agreement, has the rights of a stockholder of ours to vote and to receive payment of dividends on our Common Stock. Holders of restricted stock units and Options do not ~~have any outstanding options to purchase~~enjoy voting and dividend rights until the Award is settled in actual shares of ~~our~~Common Stock or the option is exercised, as the case may be.

Effect of Certain Corporate Transactions. If a recapitalization or similar transaction occurs that does not alter the existing proportionate ownership of the Common Stock, appropriate adjustments shall be made in the exercise price and number of outstanding Options and in the terms of restricted stock and RSUs. In the case of a merger, acquisitive transaction, reorganization, liquidation or other transaction, or Major Transaction, that does alter such proportionate ownership, vested Options generally may be exercised before such transaction and persons owning Common Stock as a result of Awards made under the 2020 Plan will participate on the same basis as other owners of Common Stock. Alternatively, the Board may determine in the case of a Major Transaction that Options, restricted stock and RSUs will continue in effect on a basis similar to that in effect prior to such Major Transaction, including with respect to vesting, except that such rights shall apply with respect to the surviving entity. The Board may, in its discretion, accelerate vesting in whole or in part in connection with a Major Transaction.

Performance Goals. If the Committee desires to tie an Award to performance goals, the performance goals selected by the Committee must be based on the achievement of specified levels of one, or any combination, of the following business criteria: return on equity, return on assets, share price, market share, sales, earnings per share, costs, net earnings, net worth, inventories, cash and cash equivalents, gross margin or the Company’s performance relative to its internal business plan. Performance objectives may be in respect of the performance of the Company as a whole (whether on a consolidated or unconsolidated basis), a related corporation, or a subdivision, operating unit, product or product line of either of the foregoing. Performance objectives may be absolute or relative and may be expressed in terms of a progression or a range. An Award that is exercisable (in full or in part) upon the achievement of one or more performance objectives may be exercised only following written notice to the participant and the Company by the Committee that the performance objective has been achieved. After the close of the applicable performance period, which may consist of more than one year, and generally before the close of the next year’s first quarter, the Committee will determine the extent to which the performance goals were satisfied and make a final determination with respect to an Award.

Further Amendments to the 2020 Plan. The Board or the Committee may, at any time, modify, amend or terminate the 2020 Plan or modify or amend Awards granted under the 2020 Plan, including, without limitation, such modifications or amendments as are necessary to maintain compliance with applicable laws. However, the Board or the Committee may not, without approval of the Company’s stockholders: (1) increase the total number of shares covered by the 2020 Plan, except by adjustments upon certain changes in capitalization; (2) change the aggregate number of shares of Common Stock that may be issued to any single person; (3) change the class of persons eligible to receive Awards under the 2020 Plan; or (4) make other changes in the 2020 Plan that require stockholder approval under applicable law (including any rules of any applicable stock exchange or stock quotation system of which the Company’s shares of Common Stock are is traded). Except as otherwise provided in the 2020 Plan or an award agreement, no amendment will adversely affect outstanding Awards without the consent of the participant. Any termination of the 2020 Plan will not terminate Awards then outstanding, without the consent of the participant.

Term of the 2020 Plan. Unless sooner terminated by the Board, the 2020 Plan will terminate on the day prior to the 10^th anniversary of its adoption by the Board. No Award may be granted after such termination or during any suspension of the 2020 Plan.

U.S. Tax Treatment. The following description of the federal income tax consequences of Awards is general and does not purport to be complete.

Incentive Stock Options. Generally, a participant incurs no federal income tax liability on either the grant or the exercise of an ISO, although a participant will generally have taxable income for alternative minimum tax purposes at the time of exercise equal to the excess of the fair market value of the shares subject to the Option over the exercise price. Provided that the shares are held for at least one year after the date of exercise of the Option and at least two years after its date of grant, any gain realized on a subsequent sale of the shares will be taxed as long-term capital gain. If the shares are disposed of within a shorter period of time, the participant will recognize ordinary compensation income in an amount equal to the difference between the fair market value of the shares on the date of exercise (or the sale price of the shares sold, if less) over the exercise price. The Company receives no tax deduction on the grant or exercise of an ISO, but the Company is entitled to a tax deduction if the participant recognizes ordinary compensation income on account of a premature disposition of shares acquired on exercise of an ISO, in the same amount and at the same time as the participant recognizes income.

NonQualified Stock Options. A participant realizes no taxable income when a nonqualified stock option is granted. Instead, the difference between the fair market value of the shares acquired pursuant to the exercise of the Option and the exercise price paid is taxed as ordinary compensation income when the Option is exercised. The difference is measured and taxed as of the date of exercise, if the shares are not subject to a “substantial risk of forfeiture,” or as of the date or dates on which the risk terminates in other cases. A participant may elect (as described under Stock Awards below) to be taxed on the difference between the exercise price and the fair market value of the shares on the date of exercise, even though some or all of the shares acquired are subject to a substantial risk of forfeiture. Once ordinary compensation income is recognized, gain on the subsequent sale of the shares is taxed as short-term or long-term capital gain, depending on the holding period after exercise. The Company receives no tax deduction on the grant of a nonqualified stock option, but it is entitled to a tax deduction when a participant recognizes ordinary compensation income on or after exercise of the Option, in the same amount as the income recognized by the participant.

Stock Awards. A person who receives an award of shares without any restrictions will recognize ordinary compensation income equal to the fair market value of the shares over the amount (if any) paid. If the shares are subject to restrictions, the recipient generally will not recognize ordinary compensation income at the time the award is received but will recognize ordinary compensation income when restrictions constituting a substantial risk of forfeiture lapse, including satisfying any accelerated vesting conditions as a result of “retirement.” The amount of that income will be equal to the excess of the aggregate fair market value, as of the date the restrictions lapse, over the amount (if any) paid for the shares. Alternatively, a person may elect to be taxed, pursuant to Section 83(b) of the Code, on the excess of the fair market value of the shares at the time of grant over the amount (if any) paid for the shares, notwithstanding any restrictions. All such taxable amounts are deductible by the Company at the time and in the amount of the ordinary compensation income recognized by the recipient.

Restricted Stock Units. A person who receives RSUs generally will not recognize ordinary compensation income at the time of grant. Rather, the recipient will generally recognize ordinary compensation income equal to the fair market value of the shares or cash received less the price paid, if any, at the time the RSUs settles (generally shortly after vesting, although further deferral may be permitted). When any shares received are subsequently sold, the recipient generally will recognize capital gain or loss equal to the difference between the amount realized upon the sale of the shares and his or her tax basis in the shares (generally, the fair market value of the shares when acquired ). The capital gain or loss will be long-term if the shares were held for more than one (1) year or short-term if held for a shorter period. The Company will be entitled to a tax deduction when the recipient recognizes ordinary compensation income.

Dividends. The full amount of dividends or other distributions of property made with respect to share Awards before the lapse of any applicable restrictions will constitute ordinary compensation income, and the Company is entitled to a deduction at the same time and in the same amount as the income is realized by the recipient (unless an election under Section 83(b) of the Code has been made). Cash dividends are generally not available with respect to Options and RSUs until exercised or settled, respectively.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of common ~~stock.~~

~~CONVERTIBLE SECURITIES~~

Westock subject to options and warrants currently exercisable or which may become exercisable within 60 days of April 12, 2021 are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have ~~not issued~~sole voting and ~~do not have any outstanding securities convertible into~~investment power with respect to all shares of our common stock shown as beneficially owned by them.

The following table provides for percentage ownership assuming 231,505,146 shares are issued and outstanding as of April 12, 2021. Unless otherwise indicated, the address of each beneficial holder of our common stock is our corporate address.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares of Common Stock Beneficially Owned
Greater than 10% Stockholders
Lexxus, LLC(1)		67,500,000		29.16	%
Lifestyle Healthcare LLC(2)		24,658,290		10.65	%

Named Executive Officers and Directors
Steve R. Howe(1)		67,500,000		29.16	%
M. Jainal Bhuiyan(3)		49,861,500		21.54	%
Nickolay Kukekov(4)		58,408,290		25.23	%
Dr. Andrew E. Trumbach		-		-
All Directors and Officers as a Group (4 persons) (2)(3)(4)		175,769,790		75.92	%

(1)	Steve Howe, the Executive Chairman and Director of the Company, is the managing member and sole owner of Lexxus, LLC, and has voting and dispositive control over the shares owned by Lexxus, LLC.
(2)	The address of Lifestyle Healthcare is 4524 Westway Avenue, Dallas, TX 75205. Nickolay Kukekov has voting and dispositive power over the shares. Dr. Kukekov disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(3)	Includes 3,563,025 shares held of record by Formul8 Labs. Mr. Bhuiyan is the principal and sole owner of such entity and has voting and dispositive control over such shares. Does not include shares underlying a convertible note held by Foodtech Holdings, of which Mr. Bhuiyan is the principal and sole owner of such entity and has voting and dispositive control over such shares. The principal under such note of $29,970, plus accrued and unpaid interest to date, may be converted at any time into common stock of the Company at a conversion price per share of $0.0667, or 29,970 shares in total (excluding shares upon conversion of accrued interest).
(4)	Includes 24,658,290 held by Lifestyle Healthcare LLC. Dr. Kukekov disclaims beneficial ownership of the shares held by Lifestyle except to the extent of his pecuniary interest therein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

There have been no transactions since March 31, 2018 to which the Company has been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of the Company’s total assets as of March 31, 2021, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under “Executive Compensation” and as provided below”

Contract Services Agreement

The Company outsources its manufacturing pursuant to a Contract Services Agreement with DryRX, LLC dated as of January 1, 2020, which replaced and superseded the Contract Services Agreement with DryRX, LLC dated as of July 22, 2018 which expired in accordance with its terms. The Contract Services Agreement, among other things, provides that DryRX shall provide manufacturing and support services, including sales, marketing, invoicing and technical support, on behalf of the Company, and shall be responsible for the manufacturing oversight and production operations of the Company’s products. In return, the Company is obligated to pay to DryRX a fee equal to 10% of net sales less cost-of-goods-sold and all expenses associated with the services. The Company advanced funds to DryRX to cover the work they are performing under the agreement. As expenses are incurred the balance is moved from due from related party to expenses. The Company incurred expenses under this agreement for selling and marketing expenses of $356,261 and $52,804 during the years ended March 31, 2021 and 2020, respectively. DryRX is owned and controlled by Steve Howe’s brother.

Consulting Agreement

The Company entered into a Consulting Agreement with an affiliate of Steve Howe, dated May 1, 2018, pursuant to which he provided management and oversight on behalf of the Company, which Consulting Agreement is still in effect. The Company incurred consulting expenses under this agreement of $240,000 for the fiscal year ended March 31, 2022, $244,186 (of which $240,000 was compensation to Mr. Howe and the remainder as reimbursement of expenses) for the fiscal year ended March 31, 2021 and $137,500 for the fiscal year ended March 31, 2020.

License Agreement

On April 30, 2019, Omnia Corp. entered into a worldwide exclusive license with Drywave Technologies USA, Inc., which is the owner or exclusive licensee of certain of the technology, patent and other intellectual property rights, ~~convertible~~and know-how related to our dry hydrotherapy massage products. Pursuant to the terms and conditions of the license agreement, the Company received intellectual property rights to manufacture, use, and offer for sale all the products related to the patents and trademarks for dry hydrotherapy therapy technologies. The license fee to acquire the technology is $2,000,000, all of which has been paid. The Company is also obligated to pay to Drywave a royalty of 3% of net sales beginning May 1, 2020 and continuing for the longer of the period in which there are valid patent claims or ~~exchangeable into~~ten years. Drywave is wholly-owned by Steve Howe, our Executive Chairman.

The Acquisition

Pursuant to the Exchange Agreement for the Acquisition whereby Omnia Corp. became a wholly-owned subsidiary of the Company, each holder of Omnia Corp. shares outstanding immediately prior to the Closing received shares of our common ~~stock.~~

~~DIVIDEND POLICY~~

~~We have never declared or paid any cash dividends~~stock in exchange therefore based on a one-for-one exchange ratio, with all fractional shares rounded up to the nearest whole share. Accordingly, we issued 2,500,000 and 2,250,000 shares of our common stock to Messrs. Bhuiyan and Kukekov, respectively, 750,000 shares of our common stock to Lifestyle Healthcare LLC, an affiliate of Dr. Kukekov, and 4,500,000 shares of our common stock to Lexxus, LLC, an affiliate of Steve Howe. Furthermore, at the Closing, in connection with the Acquisition, an aggregate of $500,000 principal amount of convertible promissory notes of Omnia Corp. converted in accordance with their terms into an aggregate of 1,269,665 shares of our common stock. ~~We currently intend~~Of such shares, 729,730 were issued to ~~retain future earnings, if any,~~Nickolay Kukekov, a director, and 539,935 were issued to ~~finance~~M. Jainal Bhuiyan, a director and executive officer, or their respective affiliates. Prior to the ~~expansion~~Closing, Messrs. Kukekov and Bhuiyan, or their affiliates, already owned an aggregate of 448,321 shares of Omnia Inc.’s common stock, which represented approximately 1% of Omnia Inc.’s issued and outstanding common stock at that time.

Additionally, as of the Closing, Mr. Amer Samad, our former sole director and executive officer, agreed to cancel 52,656,888 shares of our ~~business.~~ common stock as part of the conditions to Closing.

Assignment and Assumption Agreement

As of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of the Company’s remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, the Company had no assets or liabilities (other than relating to general and administrative expenses). RZI Consulting LLC is owned by Messrs. Kukekov and Bhuiyan.

Notes Outstanding

On January 11, 2022, we borrowed $725,000 (after a ~~result, we do not anticipate paying~~$25,000 original issue discount) from Formul8 Labs LLC, an affiliate of Jainal Bhuiyan, our president and a director. The loan is evidenced by a Discounted Promissory Note, which bears interest at the rate of 12% per annum, and which shall be payable on the 18-month anniversary of the issue date; provided, that interest on the note will be paid monthly on the 1^st of each month the note is outstanding. The note may be redeemed by the lender in whole or in part, with 45 days prior written notice. The note contains customary events of default. If any ~~cash dividends~~monthly interest payment is past due by more than 5 business days, a penalty of $100 per day will be added to the interest payment until paid.

As of April 12, 2022, the Company has outstanding indebtedness in favor of Messrs. Kukekov and Bhuiyan, and their respective affiliates, in the ~~foreseeable future.~~

~~INDEMNIFICATION~~

~~Under~~aggregate principal amount of approximately $1,999,000 (including the above indebtedness in favor of Formul8 Labs), of which $29,970 in principal is convertible into our ~~Articles~~equity.

Indemnification Agreements

Our certificate of ~~Incorporation~~incorporation contains provisions limiting the liability of directors, and ~~Bylaws~~our bylaws provides that we indemnify each of our directors to the fullest extent permitted under Nevada law. Our certificate of incorporation and bylaws also provide our board of directors with discretion to indemnify our officers and employees when determined appropriate by the board.

Related Person Transaction Policy

The Board intends to implement a policy to review, approve and oversee any transaction between us and any related person and any other potential conflict of interest situations on an ongoing basis, and develops policies and procedures for the approval of related party transactions. Prior to consideration of a transaction with a related person, the material facts as to the related person’s relationship or interest in the transaction would be disclosed to the disinterested directors. The transaction would not be approved unless a majority of the ~~corporation,~~members of the Board who are not interested in the transaction approve the transaction. The Board intends to takes into account, among other factors that it deems appropriate, whether the related person transaction is on terms no less favorable to us than terms generally available in a transaction with an unrelated third-party under the same or similar circumstances and the extent of the related person’s interest in the related person transaction.

Director Independence

We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

	●	The director is, or at any time during the past three years was, an employee of the company;

	●	The director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

	●	A family member of the director is, or at any time during the past three years was, an executive officer of the company;

	●	The director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

	●	The director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

	●	The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Under such definitions, none of our directors can be considered independent.

LEGAL MATTERS

The validity of the shares of common stock covered by this prospectus will be passed upon by Ruskin Moscou Faltischek, PC, Uniondale, NY.

EXPERTS

The consolidated financial statements of the Company for the fiscal years ended March 31, 2021 and 2020 have been audited by BF Borgers CPA PC, our independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as an expert in accounting and auditing.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Under Nevada Law and our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if ~~she~~he acted in good faith and in a manner ~~she~~he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which ~~she~~he is to be indemnified, we must indemnify him against all expenses incurred, including ~~attorney's~~attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

~~Regarding~~

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 ~~which~~ may be permitted to directors, or officers ~~under Nevada law, we are informed~~and controlling persons of the Company pursuant to the rules of the Securities and Exchange Commission, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

~~INTERESTS OF NAMED EXPERTS AND COUNSEL~~

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Glolex, Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

~~EXPERTS~~

~~BF Borgers CPA PC our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement~~

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the ~~extent and for the periods set forth in their audit report.~~

~~BF Borgers CPA PC has presented its report with respect to our audited financial statements.~~

~~LEGAL MATTERS~~

~~Matthew McMurdo, Esq.~~ ~~has opined on the validity of the shares of common stock being offered hereby.~~

~~AVAILABLE INFORMATION~~

~~We have not previously been required to comply with the reporting~~informational requirements of the ~~Securities~~ Exchange ~~Act.~~Act, and file annual and current reports, proxy statements and other information with the Commission. These reports, proxy statements and other information filed by Omnia Wellness Inc. can be read and copied at the Commission’s Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. We will provide to the record holders of our securities a copy of our annual reports containing audited financial statements and such periodic and quarterly reports free of charge upon request. The Commission also maintains a website that contains reports, proxy statements, information statements and other information located at http://www.sec.gov. This prospectus does not contain all the information required to be in the registration statement (including the exhibits), which we have filed with the ~~SEC a registration statement on Form S-1 to register~~Commission under the ~~securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement~~Securities Act and to ~~the exhibits filed as a part of the registration statement. In addition, after the effective date of~~which reference is made in this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.

~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON~~

~~ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~We have had no changes in or disagreements with our independent registered public accountant.~~

~~FINANCIAL STATEMENTS~~

~~Our fiscal year end is March 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by BF Borgers CPA PC.~~

~~Our unaudited financial statements for the period three months ending September 30, 2016 follow next:~~

~~INDEX TO UNAUDITED FINANCIAL STATEMENTS~~

~~TABLE OF CONTENTS~~

~~SEPTEMBER 30, 2016~~

~~(Unaudited)~~

prospectus.

Omnia Wellness Inc.

Index to Consolidated Financial Statements

Unaudited Consolidated Financial Statements

Consolidated Balance ~~Sheet~~Sheets as of ~~September 30, 2016 (unaudited)~~December 31, 2021 and March 31, ~~2016 (audited)~~2021	~~F-1~~	F-2

Consolidated Statements of Operations and Comprehensive Income for the ~~three~~Three and ~~six months ending September 30, 2016 (unaudited)~~Nine Months Ended December 31, 2021 and 2020	~~F-2~~	F-3
Consolidated Statements of Changes in Stockholders’ Deficit at December 31, 2021 and 2020		F-4
~~Statement~~Consolidated Statements of Cash Flows for the ~~six months ending September 30, 2016 (unaudited)~~Six Months Ended December 31, 2021 and 2020	~~F-3~~	F-5
Notes to Unaudited Consolidated Financial Statements		F-6

Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm		F-16
Consolidated Balance Sheets as of March 31, 2021 and 2020		F-17
Consolidated Statements of Operations and Comprehensive Income for the Years Ended March 31, 2021 and 2020		F-18
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended March 31, 2021 and 2020		F-19
Consolidated Statements of Cash Flows for the Years Ended March 31, 2021 and 20120		F-20
Notes to Consolidated Financial Statements		F-21


~~Notes to the Financial Statements (unaudited)~~F-1	~~F-4~~

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheet (Unaudited) - USD ($)

	Dec. 31, 2021			Mar. 31, 2021
Assets
Current assets
Cash	$	28,697		$	28,761
Accounts receivable		41,768			38,341
Due from related parties		305,600			163,200
Advances on inventory		43,700			16,000
Total current assets		419,765			246,302
Non-current assets
Fixed assets, net		466,560			314,377
Intangible assets, net		1,450,900			1,600,975
Total non-current assets		1,917,460			1,915,352
Total Assets		2,337,225			2,161,654
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses		330,011			103,205
Accrued interest		483,709			427,910
Accounts payable, related party		0			1,500
Deposit liability		8,002			21,764
Payroll Liability		19,322
Warranty liability		25,667			25,667
Nonconvertible notes, related party					834,653
Nonconvertible notes, non relatd					1,745,000
Convertible notes, related party					29,970
Convertible notes, non related					1,107,143
Notes Payable		5,631,633			4,401,358
Total current liabilities		6,498,344			4,981,404
Total current liabilities					4,296,812
Non-Current liabilities
PPP loan		0			588,891
Nonconvertible notes, related party					509,972
Nonconvertible notes, non related					174,620
Total non-current liabilities		0			588,891
Total non-current liabilities					1,273,483
Total liabilities		6,498,344			5,570,295
Total Liabilities					5,570,294
Stockholders’ deficit:
Preferred stock: Authorized - 10,000,000; Issued and outstanding 0 on March 31, 2021 150,000,000 authorized and 0 issued and outstanding on December 31, 2021		-			-
Common stock, par value $0.001; Authorized - 1,500,000,000; Issued and outstanding 229,905,146 on December 31, 2021, and 1,500,000,000 authorized and 224,227,107 issued and outstanding on March 31, 2021		14,900			14,900
Additional paid in capital benefit conversion feature on convertible notes		899,825			0
Additional paid-in capital		3,121,206			2,065,923
Accumulated deficit		(8,197,050	)		(5,489,464	)
Total stockholders’ deficit		(4,161,119	)		(3,408,641	)
Total stockholders’ deficit					(3,408,640	)
Total Liabilities and Stockholders’ Deficit	$	2,337,225		$	2,161,654

F-2

Statements of Operations (Unaudited) - USD ($)

	Dec. 31, 2021			Dec. 31, 2020			Dec 31, 2021			Dec. 31, 2020
	3 Months Ended						9 Months Ended
	Dec. 31, 2021			Dec. 31, 2020			Dec 31, 2021			Dec. 31, 2020
Revenue
Total Revenue	$	56,833		$	-		$	151,764		$	-
Cost of goods sold, related party
Installation fees
Total cost of goods sold		2,904			-			17,914			-
Gross profit		53,929			-			133,850			-
Operating expenses:
Legal and professional expense		234,224			-			590,227			-
Warranty expense
Payroll expense		115,905			-			200,008			-
R&D Expense DryRx		205,000			-			937,000			-
Selling and marketing expense		14,495			-			45,415			-
Selling and marketing expense, related party
Consulting expense
Consulting expense, related party
License royalties
Impairment Expense
Depreciation and amortization		70,510			-			213,547			-
Bad Debt Expense		(2,200	)		-			-2,200			-
General and administrative		103,283			9,383			171,696			48,341
Total operating expenses		741,217			9,383			2,155,693			48,341
Income (loss) from operations		(687,288	)		(9,383	)		(2,021,843	)		(48,341	)
Other expense:
Interest income
Interest expense		105,403			-			379,465			-
Interest expense on beneficial conversion feature on convertible notes		128,250			-			899,825			-
Forgiveness of PPP Loan		(149,673	)		-			(593,546	)		-
Total other (expenses) Income		83,980			-			685,744			-
Net loss before income taxes		(771,268	)		(9,383	)		(2,707,587	)		(48,341	)
Income taxes		-			-			-			-
Net income (loss)	$	(771,268	)	$	(9,383	)	$	(2,707,587	)	$	(48,341	)
Net loss per common share - Basic and Diluted	$	(0.00	)		(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding - Basic and Diluted		227,084,895			55,058,006			225,174,294			55,058,006

F-3

Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)


	Shares		Common Stock		Additional Paid-in Capital			Retained Earnings			Total
Beginning balance, value at Mar. 31, 2020		55,058,006	$	55,058	$	(10,224	)	$	(77,847	)	$	(33,013	)

Forgiveness of Debt to Former Shareholder
Stock Split
Stock Split, shares
Additional paid in capital
Reverse Merger Adjustment
Common Stock issued
Common Stock issued, shares
Change in shares issued				-					-					-
Change in shares issued, shares				-					-
Conversion of Debt														-
Reverse Merger Consolidation Adjustment				-					-					-
Net Income (Loss)				-		-			(275,957	)		(275,957	)
Ending balance, value at Jun. 30, 2020		55,058,006	$	55,058		(10,224	)		(353,804	)		(308,970	)

Additional paid in capital		-				(1,054,216	)		(1,054,216	)		(1,054,216	)
Reverse Merger Adjustment		-		-					(1,546,047	)		(1,546,047	)
Net Income (Loss)		-							(850,922	)		(850,922	)
Ending balance, value at Sep 30, 2020		14,900,629	$	14,900	$	(1,064,440	)		(3,451,185	)	$	(4,500,725	)

Beginning balance, value at Mar. 31, 2021		14,900,629	$	14,900		2,065,923			(5,489,464	)		(3,408,641	)
Stock Split		209,326,478
Additional paid in capital		-		-		430,123						430,123
Net Income (Loss)		-							(390,032	)		(390,032	)
Ending balance, value at Jun. 30, 2021		224,227,107	$	14,900	$	2,496,046		$	(5,879,496	)	$	(3,368,550	)
Additional paid in capital		-		-		754,291						754,291
Net Income (Loss)		-		-					(1,546,286	)		(1,546,286	)
Ending balance, value at Sep. 30, 2021		224,227,107	$	14,900	$	3,250,337		$	(7,425,782	)	$	(4,160,545	)
Common Stock issued		5,678,039
Balance,		224,227,107	$	14,900	$	3,250,337		$	(7,425,782	)	$	(4,160,545	)
Additional paid in capital		-		-		770,694						770,694
Net Income (Loss)									(771,268	)		(771,268	)
Ending balance, value at Dec 31, 2021		229,905,146	$	14,900		4,021,031			(8,192,570	)		(4,161,119	)
Balance		229,905,146	$	14,900		4,021,031			(8,192,570	)		(4,161,119	)

F-4

Statements of Cash Flows (Unaudited) - USD ($)

	DEC. 31, 2021			DEC. 31, 2020
	9 Months Ended
	DEC. 31, 2021			DEC. 31, 2020

Cash flows from operating activities:
Net income (loss)	$	(2,707,587	)	$	(48,341	)
Depreciation and amortization expense
Changes in net assets and liabilities
Accounts payable and accrued expenses		225,306			38,826
Depreciation and amortization		214,086			-
Advance payments on purchase of inventory, related party
Inventory		(27,700	)		-
Interest receivable		-			-
Interest payable
Accounts receivable		(3,428	)		-
Due from related parties massagewave		(142,400	)		-
Deposit Liability		(13,762	)		-
PPP loan		(588,891	)		-
Payroll Liability		19,322			-
Accrued interest		55,798			-
Interest expense on beneficial conversion feature on convertible notes		128,250			-
Cash used in operating activities:		(2,841,005	)		(9,515	)
Cash flows from investing activities:
Fixed assets		(216,194	)		-
Intangible assets, net		-			-
Payments on license agreement, related party					-
Cash provided by investing activities		(216,194	)		-
Cash flows from financing activities:
Proceeds from loan payable		1,230,275			9,515
Loans payable
Loans from shareholders
Change in shareholders’ equity, net
Change in common stock
Cash received from common stock		1,826,859			-
Cash provided by financing activities		3,057,135			9,515
Change in cash		(64	)		-
Cash- beginning of period		28,761			-
Cash-end of period		28,697			-

F-5

~~GLOLEX INC.~~

~~BALANCE SHEET~~

September 30, 2016 March 31, 2016
unaudited audited
ASSETS

Current Assets
Cash and cash equivalents $ 2,245 $ 2,999
Total Current Assets 2,245 2,999

Fixed Assets
Equipment, net 1,086 1,086
Fixed Assets, net 1,086 1,086
Total Fixed Assets 1,086 1,086

Other Assets
Prepaids and Deposits 1,000 1,000
Total Other Assets 1,000 1,000

Total Assets $ 4,331 $ 5,085

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities
Current Liabilities
Accounts Payable $ - $ 2,086
Loan from director 1,399 999

Total Liabilities 1,399 3,085

Commitments & Contingencies

Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 3,000,000 shares issued and outstanding as of September 30, 2016 and March 31, 2016; 3,000 3,000
Additional paid in capital - -
Accumulated deficit (68 ) (1000 )
Total Stockholders’ Equity 2,932 2,000

Total Liabilities and Stockholders’ Equity $ 4,331 $ 5,085

~~See accompanying notes~~

Omnia Wellness Inc. and Subsidiaries

Notes to ~~the financial statements.~~

~~F-1~~

~~GLOLEX INC.~~

~~STATEMENTS OF OPERATIONS~~

~~(unaudited)~~

Three months ending
September 30, 2016

Six months ending
September 30, 2016

REVENUES
Services Rendered (Consultation and advise) $ - $ 8,000

COGS - (400 )
Consulting fees - (400 )

Net Profit - 7,600

EXPENSES
Bank service charges 14 153
General and administrative expenses 2,515 6,515

TOTAL EXPENSES 2,529 6,668

NET INCOME $ (2,529 ) $ (6,668 )

PROVISION FOR INCOME TAXES - -

NET LOSS / INCOME $ (2,529 ) $ (6,668 )

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 3,000,000 3,000,000

~~See accompanying notes to the financial statements.~~

~~F-2~~

~~GLOLEX INC.~~

~~STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

Six months ending
September 30, 2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period $ (932 )
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in assets and liabilities:
Accounts Payable (2,086 )
CASH FLOWS USED IN OPERATING ACTIVITIES (1,154 )

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets -
Prepaid Deposit on Website -
NET CASH PROVIDED BY INVESTING ACTIVITIES -

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -
Loans from director 400
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES -

Net Cash Increase for Period (754 )

Cash at the beginning of period 2,999
Cash at end of Period $ 2,245

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -
Income taxes paid $ -

~~See accompanying notes to the financial statements.~~

~~F-3~~

~~GLOLEX INC.~~

~~NOTES TO THE FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2016~~

~~(unaudited)~~

~~NOTE~~Consolidated Financial Statements

December 31, 2021, and 2020

Note 1 ~~– ORGANIZATION AND OPERATIONS~~

~~Glolex~~Nature of Operations

Omnia Wellness Inc. (the “Company”) was incorporated inas a Nevada corporation on March 2, ~~2016. We are a new company~~2016, by the filing of articles of incorporation with the Secretary of State of the State of Nevada under the name Glolex, Inc.

On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director and the ~~purpose~~owner of ~~our business is to provide an easy to use, web based, round-the-clock, online, legal, consulting advice services. At initial stages~~3,000,000 shares (pre- stock split) of ~~operations, before~~ the ~~app and the website are operational, the Company will be offering its services through third party referrals and identification~~Company’s common stock, sold all his shares of ~~sales leads.~~

~~NOTE 2- SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES~~

~~The Management~~common stock of the Company ~~is responsible for~~to Amer Samad, resulting in a change of control of the ~~selection~~Company. As part of that transaction, Mr. Charniak resigned from all of his officer and ~~use~~director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and Secretary of ~~appropriate accounting policies~~the Company, and ~~the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important~~was appointed to the ~~portrayal~~Board of Directors of the Company. Mr. Samad also purchased 1,167,937 shares (pre-stock split) of the Company’s ~~financial condition~~common stock in a series of private transactions, resulting in Mr. Samad owning 4,167,937 shares (pre-stock split) of the Company’s common stock, or approximately 95.6% of the issued and ~~results~~outstanding common stock of the Company.

On March 5, 2020, the Company filed Amended and ~~require management’s most difficult, subjective,~~Restated Articles of Incorporation with the Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of common stock from 75,000,000 to 100,000,000, (ii) create and authorize 10,000,000 shares of “blank check” preferred stock, and (iii) effect a 12.6374:1 forward stock split of the common stock. In addition, on March 16, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company from Glolex Inc. to Omnia Wellness Inc. On April 15, 2020, the stock of the Company began trading on the OTC Pink market under the symbol “OMWS”.

On April 17, 2020, the Company entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies Inc.), a Texas corporation (“Omnia Corp.”), and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021, and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of Omnia Corp., no par value, or ~~complex judgments, often~~the Omnia Corp. Shares, were exchanged for shares of the Company’s common stock, par value $0.001 per share, based on the exchange ratio of one share of the Company’s common stock for every one Omnia Corp. Share. The Company refers herein to the transactions contemplated by the Exchange Agreement, collectively, as the Acquisition. Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect the Company’s 15:1 forward stock split on April 6, 2021) shares of the Company’s common stock and Omnia Corp. became the Company’s wholly owned subsidiary. As of the closing of the Acquisition (the “Closing”), Mr. Samad, resigned as an officer and director of the Company and agreed to cancel 52,656,888 (pre-stock split) shares of the Company’s common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately following the Closing. The Company also issued an aggregate of 1,269,665 (pre-stock split) shares of common stock on January 5, 2021, as a result of the ~~need~~conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.

F-6

As of immediately prior to ~~make estimates about~~ the ~~effects~~closing of ~~matters~~the Acquisition, the Company entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of the Company’s remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, the Company had no assets or liabilities (other than relating to general and administrative expenses).

Following the Acquisition, the Company, through its wholly owned subsidiary Omnia Corp., now develops and markets products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that ~~are inherently uncertain.~~ the Company plans to offer and sell in medical and fitness markets.

The Company’s ~~significant~~principal executive office is located at 999 18^th St., Suite 3000, Denver, CO 80202, and ~~critical~~its telephone number is 888-320-5711. The Company’s website address is www.omniawellness.com.

In March 2020 the World Health Organization declared COVID-19 a pandemic. The Company is still assessing the impact COVID-19 may have on its business, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.

Note 2 Summary of Significant Accounting Policies

The principal accounting policies ~~and practices~~applied in the preparation of these financial statements are ~~disclosed below as required by generally accepted accounting principles.~~

set out below.

Basis of Presentation

- The consolidated financial statements ~~of the Company~~ have been prepared in accordance ~~with generally accepted accounting principles in the United States of America and are presented in US dollars.~~

~~Development Stage Company~~

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. 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 early application of Accounting Standards Update 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.

~~Fiscal Year-End~~

~~The Company elected March 31 as its fiscal year ending date.~~

~~Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions~~

~~The preparation of financial statements in conformity~~ with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation- The consolidated financial statements include accounts of the Company’s wholly-owned subsidiary Omnia Wellness Corp., and Omnia Wellness Corp.’s wholly-owned subsidiary SolaJet™ Financing Company, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting 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(s) of~~in the financial statements and the ~~reported amounts of revenues and expenses during the reporting period(s).~~

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accountingaccompanying notes. Such estimates and assumptions ~~affecting~~impact, among others, the ~~financial statements were as follows:~~

~~F-4~~

~~(i)~~

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

~~(ii)~~

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

~~These significant accounting estimates or assumptions bear~~following: the ~~risk~~allowance for doubtful accounts, determination of ~~change due to the fact that there are uncertainties attached to these estimates or assumptions,~~impairment on investments and ~~certain estimates or assumptions are difficult to measure or value.~~

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

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

deferred tax assets. Actual results could differ from those estimates.

Risks and Uncertainties - The Company’s operations may be subject to significant risk and uncertainties including financial, operational, regulatory, and other risks associated with a start-up company, including the potential risk of business failure. See Note 3 regarding going concern matters.

Loss Per Common Share- Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including stock options and warrants, to the extent dilutive. As of December 31, 2021, and 2020, there were 229,905,146 and 55,058,006, respectively, of common stock equivalents.

F-7

~~Fair Value~~

Cash- In the consolidated statement of ~~Financial Instruments~~

cash flows, cash includes cash in hand and other short-term highly liquid investments with original maturities of three months or less. The Company places its cash on deposit with financial institutions it believes to be of high quality.

Related Party Transactions -The Company follows ~~paragraph 825-10-50-10~~subtopic 850-10 of the FASB Accounting Standards Codification for ~~disclosures about fair value~~the identification of ~~its financial instruments~~related parties and ~~paragraph 820-10-35-37~~disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include (a) affiliates of the ~~FASB Accounting Standards Codification~~Company (“~~Paragraph 820-10-35-37”)~~Affiliate” means, with respect to ~~measure~~any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ~~its financial instruments. Paragraph 820-10-35-37 establishes a framework~~Section 825-10-15, to be accounted for ~~measuring fair value in generally accepted accounting principles (“GAAP”),~~by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizesprofit-sharing trusts that are managed by or under the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levelstrusteeship of ~~fair value hierarchy defined by Paragraph 820-10-35-37 are described below:~~

~~Level 1~~		~~Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~

~~Level 2~~		~~Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.~~

~~Level 3~~		~~Pricing inputs that are generally observable inputs and not corroborated by market data.~~

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurementmanagement; (d) principal owners of the ~~instrument.~~

~~F-5~~

~~The carrying amounts~~Company; (e) management of the ~~Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because~~Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the ~~short maturity~~other to an extent that one of ~~these instruments. Transactions involving related~~the transacting parties ~~cannot~~might be ~~presumed~~prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be ~~carried out on an arm's-length basis, as the requisite conditions~~prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of ~~competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the~~material related party transactions, ~~were consummated on terms equivalent to~~other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those ~~that prevail in arm's-length transactions unless such representations can be substantiated.~~

~~Commitment and Contingencies~~

statements. The ~~Company follows subtopic 450-20~~disclosures shall include: (a) the nature of the ~~FASB Accounting Standards Codification~~relationship(s) involved; (b) a description of the transactions, including transactions to ~~report accounting~~which no amounts or nominal amounts were ascribed, for ~~contingencies. Certain conditions may exist~~each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the ~~financial statements~~terms and manner of settlement.

Advance Payments on Purchases of Inventory, related party- Advance payments on purchases of inventory consists of hydro-therapy beds and related equipment that are ~~issued,~~held by DryRx, a company owned and controlled by the Chairman’s brother, under a Contract Services Agreement until ownership is transferred, which ~~may result~~is when a sale or use of the bed and equipment occurs, and beds are placed in service. The value of the advance payments is stated at the lower of cost or market, determined using the first in, first-out method. Inventory held by third parties in use, which is inventory installed at a ~~loss to~~third-party location and ownership is maintained by the Company, ~~but which will only~~is re-classified to fixed assets and depreciated over its useful life using the straight-line method of depreciation. All inventory held as advance payments on purchases of inventory are available either for sale or for use to be ~~resolved when one or more future events occur or fail~~installed at third-party locations and not transferred until a transaction has occurred. The balance of advance payments on purchases of inventory was $43,700 and $0 as of December 31, 2021, and 2020, respectively.

Fixed Assets- Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives. The fixed assets include equipment placed in use at certain locations The accumulated depreciation was calculated to ~~occur. The Company assesses such contingent liabilities,~~ be $189,715 and ~~such assessment inherently involves an exercise~~$0 as of ~~judgment. In assessing loss contingencies related to legal proceedings~~December 31, 2021, and 2020, respectively.

Patent Cost- Patents with a finite useful life that are ~~pending against~~acquired through the ~~Company or un-asserted claims that may result in such proceedings,~~license agreement are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the ~~Company evaluates~~end of each reporting period, with the ~~perceived merits~~effect of any ~~legal proceedings or un-asserted claims as well as the perceived merits~~impairment changes being accounted for on an annual basis. The expected life of the ~~amount of relief sought or~~current patent recorded is expected to be ~~sought therein.~~10 years. The accumulated amortization was calculated to be $550,100 and $0 as of December 31, 2021, and 2020, respectively.

License Payable, related party - License payable is the remaining balance due for the initial intangible asset cost. License payable is classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

F-8

Warranty Liability - For sales to customers, the ~~assessment~~Company provides a warranty on the beds sold which includes, a three-year warranty on parts, a five-year warranty on the frame and a 90-day warranty on any labor. Warranty liability is accrued and is estimated at 5% of monthly sales and adjusted for actual repairs, replacements, and warranties as they are incurred. The Company periodically assesses the adequacy of our recorded warranty liability and book adjustments as claims data and experience warrants.

Beneficial Conversion Features- The Company accounts for convertible notes payable in accordance with ASC 470-20. A beneficial conversion feature is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is in the money if the effective conversion price is lower than the commitment date fair value of a ~~contingency indicates that~~share into which it is ~~probable~~convertible. As of December 31, 2021 and 2020, the Company did not have any conversion options that ~~a material loss has been incurred~~were in the money.

Derivatives- The Company accounts for derivative instruments in accordance with ASC815 and ASC470, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair of the derivative instruments depends on whether the derivatives qualify as hedging relationships and the ~~amount~~types of relationships designated are based on the ~~liability can be estimated, then~~exposures hedged. At December 31, 2021 and 2020, the ~~estimated liability would be accrued~~Company did not have any derivative instruments that were designated as hedges.

Revenue - Revenue Recognition Standard, ASC 606 is used by the Company to recognize revenue. ASC 606 standards were jointly issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB). The five conditions of ASC 606 applied to revenue are: 1. Identify the contract with the customer; 2. Identify the performance obligations in the ~~Company’s financial statements. If~~contract; 3. Determine the ~~assessment indicates that a potential material loss contingency~~transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue as each performance obligation is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

~~Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.~~

~~Revenue Recognition~~

satisfied.

The Company ~~follows paragraph 605-10-S99-1~~derives its revenues primarily from the usage fees and sales of hydrotherapy massage beds and installation services. Revenues from sales are recognized when the ~~FASB Accounting Standards Codification for revenue recognition. The~~products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes and other taxes the Company ~~recognizes revenue when it is realized or realizable~~collects concurrent with revenue-producing activities are excluded from revenue. Shipping and ~~earned. The Company considers revenue realized or realizable and earned when all of the following criteria~~handling fees charged to customers are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured.

~~Deferred Tax Assets and~~ reported within revenue.

Income ~~Tax Provision~~

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

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

~~F-6~~

disclosures.

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

F-9

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

~~Tax years~~

Fair Value of Financial Instruments- From inception, the Company adopted ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that ~~remain subject~~would be received for an asset or paid to ~~examination by major tax jurisdictions~~

transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The ~~Company discloses tax years~~standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that ~~remain subject~~may be used to ~~examination by major tax jurisdictions pursuant~~measure fair value:

	●	Level 1: Quoted prices for identical assets and liabilities in active markets;
	●	Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
	●	Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of December 31, 2021, and 2020 due to the ~~ASC Paragraph 740-10-50-15.~~

~~Earnings per Share~~

Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45relatively short maturity of the respective instruments.

Recently Issued Accounting Pronouncements- In February 2016, the FASB ~~Accounting Standards Codification. Pursuant~~issued ASU 2016-02, Leases (Topic 842) (“ASU 2016- 02”), which requires lessees to ~~ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall~~recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2020, and interim periods within those years, and must be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whetherapplied under a modified retrospective transition approach for leases existing at, or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed atentered into after, the beginning of the earliest comparative period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be includedpresented in the ~~denominator of the diluted EPS computation.~~

There were no contingent shares issuance arrangements, stock options or warrants which were issuable and could have potential dilutive effect to the earnings per share for the period ended April 30, 2015.

~~Cash Flows Reporting~~

~~F-7~~

cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

~~Subsequent Events~~

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

~~Recent Accounting Pronouncements~~

statements. In ~~September 2014,~~July 2018, the FASB issued ASU ~~No. 2014-10, Development Stage Entities~~2018-11, Leases (Topic ~~915)~~842): ~~Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.~~

Targeted Improvements (“ASU 2018-11”). The amendments in ~~this Update remove~~ASU 2018-11 provide entities with an additional (and optional) transition method to adopt the ~~definition~~new lease requirements by allowing entities to initially apply the requirements by recognizing a cumulative effect adjustment to the opening balance of ~~a development stage entity from~~retained earnings in the ~~Master Glossary~~period of adoption. Consequently, an entity’s reporting for the ~~Accounting Standards Codification, thereby removing~~comparative periods presented in the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements ~~of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities~~ in which the entity ~~is engaged, and (4) disclose~~adopts the new lease requirements would continue to be in accordance with current GAAP (Topic 840). An entity electing this additional (and optional) transition method must provide the ~~first year~~required Topic 840 disclosures for all periods that continue to be in ~~which the entity is no longer a development stage entity that in prior years it had been in the development stage.~~

accordance with Topic 840. The amendments ~~also clarify that~~do not change the ~~guidance~~existing disclosure requirements in Topic ~~275, Risks~~840. The Company is currently evaluating the provisions of this guidance and ~~Uncertainties, is applicable to entities that have not commenced planned principal operations.~~

~~Finally,~~assessing its impact on the ~~amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity~~Company’s financial statements and disclosures. The Company does not ~~meet the condition in paragraph 810-10-15-14(a) to be~~believe this standard will have a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

~~The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity~~material impact on the ~~basis~~Company’s financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of ~~the amount~~Credit Losses on Financial Instruments (“ASU 2016-13”). The main objective of ~~investment equity that~~ASU 2016-13 is ~~at risk. The amendments~~ to ~~eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to~~provide financial statement users ~~by requiring~~with more decision-useful information about the ~~application of the same consolidation guidance~~expected credit losses on financial instruments and other commitments to extend credit held by ~~all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for~~ a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that ~~has an interest in an entity in the development stage.~~

~~The amendments related~~reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments areinform credit loss estimates. ASU 2016-13 is effective for ~~annual reporting periods~~fiscal years beginning after December 15, ~~2014, and~~2021, including interim periods ~~therein.~~

~~F-8~~

~~Early application of each~~within those years, and must be adopted under a modified retrospective method approach. Entities may adopt ASU 2016-13 earlier as of the ~~amendments~~fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is ~~permitted for any annual reporting period or interim period for which~~currently evaluating the ~~entity’s~~provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures. The Company does not believe this standard will have ~~not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.~~a material impact on the Company’s financial statements and disclosures.

F-10

~~In August 2014, the FASB issued the FASB~~

Note 3Going Concern

The Company adopted Accounting Standards Update No. 2014-15, ~~“Presentation~~“Presentation of Financial ~~Statements—Going~~Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

~~substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the~~

~~financial statements are issued~~ ~~(or within one year after the date that the~~ ~~financial statements are available to be issued~~ ~~when applicable)~~. ~~Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the~~ ~~financial statements are issued~~ ~~(or at the date that the~~ ~~financial statements are available to be issued~~ when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term ~~probable~~ ~~is used consistently with its use in Topic 450, Contingencies.~~

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

~~Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)~~

~~Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations~~

~~Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.~~

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is ~~substantial doubt about the entity’s ability to continue as a going concern~~ within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

~~Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern~~

~~Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations~~

~~Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.~~

~~F-9~~

~~The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.~~

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

~~NOTE 3 – FIXED ASSET~~

~~The company has purchased the equipment in a form of Mac book computer. The depreciation was calculated to be $54; the Company will not book it in this quarter as it is immaterial.~~

~~NOTE 4– PREPAID AND DEPOSIT~~

Glolex Inc. has paid a deposit for development of its software to UAB Almaxx Group which is a related party. Initial phases of design and development of the website have been completed. The website was not completed as of September 30, 2016.

~~NOTE 5 – GOING CONCERN~~

~~The Company has elected to adopt early application of Accounting Standards Update No. 2014-15,~~ ~~“Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”)~~.

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 deficit at ~~September 30, 2016,~~December 31, 2021 and 2020, a net loss and net cash used in operating activities for the reporting ~~period~~periods then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is ~~attempting~~commencing operations 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 4 Related Parties

The Company entered into a Consulting Agreement with Massagewave, Inc., owned and controlled by Steve Howe, to assist with business development and administrative activities. The agreement was entered into on May 1, 2018 and had required monthly payments of $15,000 per month. The agreement expired on April 30, 2020, with renewal options. The agreement was renewed under the same terms and conditions and will expire April 30, 2023. The Company incurred consulting expense, related party of $68,262 and $0 as of December 31, 2021, and 2020, respectively. The due to and due from accounts are to various investors and related parties above for business related activities.

Note 5 Fixed Assets

The carrying basis and accumulated depreciation of fixed assets at December 31, 2021 and 2020 is as follows:

Schedule of Fixed Assets

	Useful Lives	December 31, 2021		December 31, 2020
Inventory at 3^rd Party Warehouse	5 years	$	212,000		0
Equipment in use	5 years	$	177,000	$	0
Vehicles and Trailers	5 years		60,266		0
Patent Costs	10 years		2,001,000		0
Building improvements	40 years		207,009		0
Less depreciation and amortization			739,815		0
Total fixed assets, net		$	1,917,460		0

The Company recorded depreciation expense of $52,871 and $0 for the years ended December 31, 2021, and 2020, respectively.

F-11

~~NOTE 6– LOAN FROM DIRECTOR~~

Note 6 License Agreement, Related Party

On ~~March 2, 2016,~~April 30, 2019, the Company entered worldwide exclusive license with Drywave Technologies, Inc. (“Drywave”), a ~~director loaned $899~~Company owned by Steve Howe. On the terms and conditions of the agreement, the Company received intellectual property rights to manufacture, use, and offer for sale all the products related to the patents and trademarks for dry hydrotherapy therapy technologies. The license fee to acquire the technology was $2,000,000, and was paid as follows:

	(a)	$350,000, plus $1,000 escrow fee, due on or before April 30, 2019;
	(b)	$200,000 due on or before October 30, 2019; and
	(c)	$1,450,000 due on or before March 2, 2020.

The Company made all the required payments as of March 31, 2021. After payment of the $2,000,000 License Fee, the Company pays to Drywave a royalty of 3% of Net Sales for ~~Incorporation.~~

Onthe longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement.

The Company recorded the original license fee as an intangible asset as of April 30, 2019, and is amortizing the asset over the expected useful life of the asset of 10 years. The Company recorded amortization expense of $60,625and $0for the fiscal quarters ended December 31, 2021, and 2020, respectively.

Note 7 Notes Payable

The following are the various notes payable of the Company:

PPP Loan - During the fiscal year ended March ~~7, 2016, a director loaned $100~~31, 2021, the Company received PPP loans under the Paycheck Protection Program sponsored by the U.S. Small Business Administration (SBA) providing for proceeds of $294,066. The PPP Loan was made pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the SBA. $145,411 was forgiven on May 4, 2021, on May 12, 2021, $151,502.67, including interest, was forgiven. Additionally, the Company ~~to open a bank account.~~

~~On September 15, 2016, a director loaned $400 towards paying Company invoices.~~

~~The loans are unsecured, non-interest bearing~~borrowed an additional aggregate of $294,825 in January and ~~due on demand.~~

~~The balance due~~February 2021 under the CARES Act, subject to the ~~director~~terms of the Paycheck Protection Program. $146,959, including interest was ~~$1,399 as of September 30, 2016.~~

~~F-10~~

~~NOTE 7 – STOCKHOLDER’S EQUITY~~

forgiven on August 17, 2021 and the remaining $150,033 including interest was forgiven on October 29, 2021.

Nonconvertible notes, related party- The Company has ~~75,000,000, $0.001 par value~~issued $1,244,655 in unsecured notes payable to investors. $1,244,655 is due in the short term and $0 is due in the long term.

Schedule of Nonconvertible Notes Related Party

Interest Rate			Issuance Date	Maturity	December 31, 2021

	4.00	%	12/31/2018	12/31/2022		55,250
	4.00	%	12/31/2018	12/31/2022		66,900
	4.00	%	12/31/2018	12/31/2022		74,220
	4.00	%	9/30/2019	9/29/2023		314,000
	4.00	%	9/17/2019	9/16/2023		81,500
	4.00	%	9/30/2019	9/29/2023		12,450
	1.00	%	12/31/2020	12/30/2022		254,382
	1.00	%	12/31/2020	12/30/2022		235,600
	1.00	%	12/31/2020	12/30/2022		83,785
	4.00	%	12/31/2020	12/31/2022		53,100
	4.00	%	12/31/2020	12/31/2022		13,468
						1,244,655

F-12

Nonconvertible notes, non-related- The Company has issued $2,565,527 in unsecured notes payable to investors. $2,374,219 is due in the short term and $191,308 is due in the long term.

Schedule of Nonconvertible Notes Non Related

Interest Rate			Default Rate			Issuance Date	Maturity	December 31, 2021
	14.00	%				8/1/18	1/31/20		500,000
	14.00	%		Additional 2	%	10/30/19	10/29/20		229,500
	14.00	%		-		2/5/2020	2/5/2021		51,000
	-	%		-	%	2/28/2020	8/27/2020		322,219
	20.00	%		Additional 2	%	2/25/2020	8/24/2020		208,000
	20.00	%		Additional 2	%	2/28/2020	8/27/2020		102,000
	14.00	%		Additional 2	%	12/31/2019	12/31/2020		102,000
	20.00	%		Additional 2	%	4/24/2020	4/23/2021		20,000
	30.00	%		Additional 2	%	10/29/2020	2/28/2021		25,500
	12.00	%		Additional 2	%	10/30/2020	11/1/2021		25,500
	12.00	%		Additional 2	%	10/30/2020	11/1/2021		25,500
	20.00	%		-		2/5/2021	7/4/2021		68,000
	18.20	%		25.00	%	9/18/2019	9/18/2023		23,347
	18.20	%		25.00	%	10/9/2019	10/9/2023		37,037
	18.20	%		24.00	%	3/10/2020	3/10/2024		90,654
	15.00	%		-		4/1/2021	3/31/2022		40,270
	10.00	%		-		4/1/2021	3/31/2022		100,000
	12.00	%		-		6/23/2021	6/22/2022		595,000
									2,565,527

Convertible notes, related party - The Company has issued $29,970 in unsecured notes payable to investors of the Company, bearing an annual interest rate of 4% and a default interest rate of an additional 2%. The notes are due December 30, 2023unless sooner paid in full or converted in accordance with the terms of conversion, provided, however, that if a “Qualified IPO” does not occur on or before the maturity date, the maturity date shall be extended automatically for an additional one-year period and, during such period, the notes will bear interest at an annual rate of eight percent.

Convertible notes, non related - As of the year ended December 31, 2021, the Company has issued an aggregate of $1,349,443 in unsecured notes payable bearing average annual interest rates of 10%. The notes are due between March - October 2022 unless sooner paid in full or converted in accordance with the terms of conversion; provided, however, that if a “Qualified IPO” does not occur on or before the maturity date, the maturity date shall be extended automatically for an additional one-year period and, during such period, the notes will bear interest at an annual rate of ten percent (10%). The maturity date of these notes was extended to December 2022.

Upon commencement by the Company of an underwritten initial public offering or the completed Exchange Agreement, of Borrower’s common stock, the note principal, together with all accrued and unpaid interest, will be converted into Shares as of the date of such commencement. After the share exchange was completed, the Company negotiated with the lenders to convert the loans for securities of the Company determined by dividing the outstanding balance of the note and accrued interest by $1.80, subject to adjustment. Currently, the Company is in discussions with all Note holders to convert principal and interest into common shares of the Company. We expect a significant amount of the Notes to be converted in the next 60 days. The Company evaluates these notes at commencement for beneficial conversion features and derivatives and concluded there were none.

Auctus Loan - On June 24, 2021, the Company entered into a Securities Purchase Agreement dated as of June 24, 2021, and issued and sold to Auctus Fund, LLC (“Auctus”), a Senior Secured Promissory Note in the principal amount of $650,000 (the “Auctus Note”). Also pursuant to the Purchase Agreement, in connection with the issuance of the Note, the Company issued two common stock purchase warrants (separately, the “First Warrant” and the “Second Warrant” and together, the “Warrants”) to Auctus, each allowing Auctus to purchase an aggregate of 4,333,333 shares of the Company’s common stock. The Second Warrant is subject to cancellation pursuant to the terms of the Auctus Note and may not be exercised until the Trigger Date (as defined in the Second Warrant). The Warrants each have an exercise price of $0.15 per share, subject to customary adjustments (including anti-dilution adjustments), and may be exercised at any time until the three year anniversary of the Warrants; provided, however, in the event the Company repays the Auctus Note in its entirety on or prior to the maturity date, the Second Warrant shall automatically expire and may only be exercised in the event it does not so automatically expire. The Warrants include a cashless exercise provision as set forth therein. On or about November 22, 2021, the Company triggered an event of default under the Auctus Note and related documents which entitled Auctus, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Auctus Note. On February 17, 2022, Auctus and the Company executed a Waiver Letter which waived such defaults effective as of November 22, 2021.

F-13

Note 8 Shareholders’ Equity

Common Stock - The Company is authorized to issue 1,500,000,000 shares of common stock, ~~authorized.~~

~~On March 22, 2016,~~par value $0.001 per share. All shares of the ~~Company issued 3,000,000~~Company’s common stock have equal rights and privileges with respect to voting, liquidation, and dividend rights. Each share of common stock entitles the holder thereof to:

	a.	One non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders;
	b.	To participate equally and to receive all such dividends as may be declared by the Board of Directors out of funds legally available; therefore, and
	c.	To participate pro rata in any distribution of assets available for distribution upon liquidation.

Stockholders have no pre-emptive rights to acquire additional shares of common stock or any other securities. Common shares are not subject to redemption and carry no subscription or conversion rights.

Preferred Stock - On April 6, 2021, the Company increased its authorized shares of “blank check” preferred stock from 10,000,000 to 150,000,000 shares, which may be issued from time to time in one or more series and/or classes. NaN shares of preferred stock have been issued or are outstanding as of December 31, 2021.

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of December 31, 2021, and 2020.

Note 9 Income Taxes

Income Tax Expense

For the fiscal year ended December 31, 2021, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is the change in the valuation allowance. For the fiscal year ended December 31, 2021, and 2020, the Company did not recognize any current income tax expense or benefit due to a full valuation allowance on its deferred income tax assets.

NOL Carryforwards and Other Matters

The Company files income tax returns in the U.S. federal jurisdiction and the state of Colorado. The Company’s federal and state tax years for the 2018 fiscal year and forward are subject to examination by taxing authorities.

The Company did not have any unrecognized tax benefits as of December 31, 2021, and 2020. The Company’s policy is to account for any interest expense and penalties for unrecognized tax benefits as part of the income tax provision. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months.

Summary of Significant Deferred Income Tax Assets and Liabilities

Note 10 Commitments and Contingencies

Off-Balance Sheet Arrangements - The Company has 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.

Leases - The Company leases approximately 200 square feet on a month-to-month basis. Under the lease, the lease term continues for 12 months and may be terminated upon 30 days prior notice from the landlord or, by the Company, upon 30 days prior written notice. As needed, additional space can be leased in the same building the Company currently utilizes.

F-14

The Company leases approximately 4,500 square feet for the location of the new BodyStop™ located in the state of NY. The lease term is for 3 years and commenced on December 1, 2021 after substantial completion of the build out has been completed. The terms of the lease state the annual rent will increase by 3% and a renewal option is available 60 days prior to the end of the lease for an additional 2 years with a 5% annual increase in rent thereafter.

Licenses- The Company entered into a Master Facility License Agreement in which space is currently leased at two fitness facilities to operate equipment in use. The licenses have an initial term of 90 days and then are on a month-to-month basis. The rent is a fixed fee times the number of beds that ware installed in the space. After six months, the rental fee also includes 2% of gross revenue generated under the license. Subsequent to June 30, 2021, the rental fee on the two facilities was modified to eliminate a fixed fee rental to a percentage of gross revenues. The term was also modified so the initial term of each License granted be effective as of such license’s grant date and shall continue for a period of two years, unless sooner terminated. At the expiration of a license term, the applicable license shall automatically expire and terminate unless prior to the expiration of the license term, the parties enter into a mutually agreed upon agreement for licensee to continue providing services within the applicable facility.

Legal Matters - From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. During the periods ended December 31, 2021 and 2020, there are no proceedings in which the Company or any of its directors, officers or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to its interest.

Note 11 Subsequent Events

On February 17, 2022, Auctus and the Company executed a Waiver Letter which waived such defaults effective as of November 22, 2021. See “Note 7 Notes Payable-Auctus Loan” above.

Note 12 Restatement

The Company is in the process of restating its previously-filed Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2021 and subsequent quarterly filings to address certain SEC comments, including with respect to how the Company presented its April 2021 15-for-1 forward stock split and other disclosures in the notes to the financial statements included therein. All of such disclosures are reflected in these financial statements and notes.

F-15

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Omnia Wellness Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Omnia Wellness Inc. as of March 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, 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 March 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These 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 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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 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 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/ BF Borgers CPA PC
BF Borgers CPA PC

We have served as the Company’s auditor since 2016
Lakewood, CO
July 30, 2021, except for the effects on the financial statements of the restatement described in Note 11, as to which the date is March 25, 2022

F-16

Omnia Wellness Corporation and Subsidiaries

Consolidated Balance Sheets

	March 31, 2021			March 31, 2020

Assets

Current assets
Cash	$	28,761		$	-
Accounts Receivable		38,341
Due from related parties		163,200
Advances on Inventory		16,000
Total current assets		246,302			-

Non-current assets
Fixed assets, net		314,377
Intangible assets, net		1,600,975
Total non-current assets		1,915,352			-

Total Assets	$	2,161,654		$	-

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable and accrued expenses	$	103,205		$	-
Accounts payable, related party		1,500
Deposit Liability		21,764
Payroll Liability
Accrued interest		427,910			14,467
Warranty liability		25,667
Nonconvertible notes, related party		834,653			12,000
Nonconvertible notes, non relatd		1,745,000
Convertible notes, related party		29,970			6,546
Convertible notes, non related		1,107,143
Notes Payable		4,401,358
Total current liabilities		4,296,812			33,013

Non-current liabilities:
PPP Loan		588,891
Nonconvertible notes, related party		509,972
Nonconvertible notes, non related		174,620
Total non-current liabilities		1,273,483			-

Total Liabilities		5,570,294			33,013

Stockholders’ deficit:
Preferred stock: Authorized - 150,000,000; Issued and outstanding 0 (March 31, 2020- 150,000,000 authorized and 0 issued and outstanding)
Common stock, par value $0.001; Authorized – 1,500,000,000; Issued and outstanding 224,227,107 (March 31, 2020- 1,500,000,000 authorized and 264,384,488 issued and outstanding)		14,900			55,058
Additional paid in capital benefit conversion feature on convertible notes
Additional paid-in capital		2,065,923			(10,224	)
Accumulated deficit		(5,489,464	)		(77,847	)
Total stockholders’ deficit		(3,408,640	)		(33,013	)

Total Liabilities and Stockholders’ Deficit	$	2,161,654		$	-

F-17

Omnia Wellness Corporation and Subsidiaries

Consolidated Statements of Operations

		March 31, 2021			March 31, 2020
		Year Ended			Year Ended
		March 31, 2021			March 31, 2020

Revenue
Sales, net		$	218,124		$	-
Freight and delivery			750
Total Revenues			218,874			-

Revenue
Cost of goods sold, related party			120,253
Installation fees			-
Total cost of goods sold			120,253			-
Gross Profit			98,621			-


Operating expenses
Warranty expense			13,399
Depreciation and amortization			272,779
Bad Debt Expense
Legal and professional fees			177,589
Payroll expense			240,395
R&D Expense DryRx
Selling and marketing expense			52,804
Selling and marketing expense, related party			356,261
Consulting expense			25,985
Consulting expense, related party			244,186
License royalties			33,771
General and administrative			304,992			33,680
Impairment Expense			-
Total operating expenses			1,722,161			33,680
Income (loss) from operations

Other income (expense)
Interest income			-
Interest expense			(611,536	)
Interest expense on beneficial conversion feature on convertible notes
Forgiveness of PPP Loan
Total other income (expense)			(611,536	)		-

Net loss before income taxes
Income taxes
Net loss		$	(2,235,075	)	$	(33,680	)

Net loss per common share - Basic and Diluted	[1]	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding - Basic and Diluted			191,762,740			264,384,488

[1] denotes loss of less than $(.01) per share

F-18

Omnia Wellness Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

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

Balance at March 31, 2019		-	$	-		264,384,488		$	55,058		$	(24,923	)	$	(44,167	)	$	(14,032	)

Forgiveness of Debt to Former Shareholder		-		-		-			-			14,699			-			14,699

Change in shares issued				-					-						-
Change in shares issued, shares				-					-
Conversion of Debt															-
Reverse Merger Consolidation Adjustment				-					-						-
Net loss for the year ended December 31, 2019		-		-		-			-			-			(33,680	)		(33,680	)

Balance at March 31, 2020		-	$	-		264,384,488		$	55,058		$	(10,224	)	$	(77,847	)	$	(33,013	)

Change in shares issued		-		-		(40,157,381	)		(40,158	)		-			-			(40,158	)

Conversion of Debt		-		-		-			-			2,076,147			-			2,076,147

Reverse Merger Consolidation Adjustment		-		-		-			-			-			(3,176,541	)		(3,176,541	)

Net loss for the year ended December 31, 2020		-		-		-			-			-			(2,235,075	)		(2,235,075	)

Balance at March 31, 2021		-	$	-		224,227,107		$	14,900		$	2,065,923		$	(5,489,463	)	$	(3,408,640	)

F-19

Omnia Wellness Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	March 31, 2021			March 31, 2020
	Twelve Months Ended			Twelve Months Ended
	March 31, 2021			March 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,235,075	)	$	(33,680	)
Depreciation and amortization expense		272,779			215
Changes in operating assets and liabilities:
Depreciation and amortization
Interest expense on beneficial conversion feature on convertible notes
Accounts receivables, net		(38,341	)
Due from related parties		(163,200	)
Interest receivable
Inventory
Payroll Liability
PPP loan
Deposit Liability
Advance payments on purchase of inventory, related party		(16,000	)
Accrued interest
Accounts payable and accrued expenses		152,136			(791	)
Interest payable		413,443			11,467
Net Cash Used In Operating Activities		(1,614,258	)		(22,789	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(387,131	)		-
Intangible assets, net
Payments on license agreement, related party		(1,801,000	)		-
Net Cash Used In Investing Activities		(2,188,131	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Loans payable		3,603,654			12,000
Proceeds from loan payable
Loans from shareholders		1,368,049			9,736
Change in shareholders’ equity, net		(1,100,394	)
Change in common stock		(40,158	)
Cash received from common stock					-
Net Cash Provided By Financing Activities		3,831,151			21,736

Net increase (decrease) in cash		28,761			(1,053	)

Cash - Beginning of Year		-			1,053

Cash - End of Year	$	28,761		$	-

F-20

Omnia Wellness Inc. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2021 and 2020

Note 1 Nature of Operations

Omnia Wellness Inc. (the “Company”) was incorporated as a Nevada corporation on March 2, 2016 by the filing of articles of incorporation with the Secretary of State of the State of Nevada under the name Glolex, Inc.

On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director ~~for cash proceeds~~and the owner of ~~$3,000 at $0.001 per share.~~

~~There were~~ 3,000,000 shares (pre-stock split) of the Company’s common stock, sold all of his shares of common stock of the Company to Amer Samad, resulting in a change of control of the Company. As part of that transaction, Mr. Charniak resigned from all of his officer and director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and Secretary of the Company, and was appointed to the Board of Directors of the Company. Mr. Samad also purchased 1,167,937 shares (pre-stock split) of the Company’s common stock in a series of private transactions, resulting in Mr. Samad owning 4,167,937 shares (pre-stock split) of the Company’s common stock, or approximately 95.6% of the issued and outstanding common stock of the Company.

On March 5, 2020, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of common stock from 75,000,000 to 100,000,000, (ii) create and authorize 10,000,000 shares of “blank check” preferred stock, and (iii) effect a 12.6374:1 forward stock split of the common stock. In addition, on March 16, 2020, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company from Glolex Inc. to Omnia Wellness Inc. On April 15, 2020, the stock of the Company began trading on the OTC Pink market under the symbol “OMWS”.

On April 17, 2020, the Company entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies Inc.), a Texas corporation (“Omnia Corp.”), and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021, and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of Omnia Corp., no par value, or the Omnia Corp. Shares, were exchanged for shares of the Company’s common stock, par value $0.001 per share, based on the exchange ratio of one share of the Company’s common stock for every one Omnia Corp. Share. The Company refers herein to the transactions contemplated by the Exchange Agreement, collectively, as the Acquisition. Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect the Company’s 15:1 forward stock split on April 6, 2021) shares of the Company’s common stock and Omnia Corp. became the Company’s wholly-owned subsidiary. As of the closing of the Acquisition (the “Closing”), Mr. Samad, resigned as an officer and director of the Company and agreed to cancel 52,656,888 (pre-stock split) shares of the Company’s common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately following the Closing. The Company also issued an aggregate of 1,269,665 (pre-stock split) shares of common stock on January 5, 2021 as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $539,000.

As of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of the Company’s remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of ~~September 30, 2016~~the closing of the Acquisition, the Company had no assets or liabilities (other than relating to general and administrative expenses).

F-21

The Company’s principal executive office is located at 999 18^thSt., Suite 3000, Denver, CO 80202, and its telephone number is 303-325-3738. The Company’s website address is www.omniawellness.com.

Note 2 Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these financial statements are set out below.

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

Principles of Consolidation - The consolidated financial statements include accounts of the Company’s wholly-owned subsidiary Omnia Wellness Corp., and Omnia Wellness Corp.’s wholly-owned subsidiary Solajet Financing Company, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting Estimates- The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and the accompanying notes. Such estimates and assumptions impact, among others, the following: the allowance for doubtful accounts, determination of impairment on investments and determination of recoverability of deferred tax assets. Actual results could differ from those estimates.

Risks and Uncertainties - The Company’s operations may be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated with a start-up company, including the potential risk of business failure. See Note 3 regarding going concern matters.

Loss Per Common Share - Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including stock options and warrants, to the extent dilutive. As of March 31, ~~2016.~~

~~NOTE 8-RENDERED SERVICES~~

2021 and 2020, there were 14,900,625 and 55,058,006, respectively, of common stock equivalents from the conversion of notes payable that were anti-dilutive. Due to the April 6, 2021 15 to 1 forward stock split, on a retroactive basis there were 224,227,107 common stock equivalents as of March 31, 2021 and 264,384,488 common stock equivalents as of March 31, 2020, from the conversion of notes payable that were anti-dilutive.

Cash- In the consolidated statement of cash flows, cash includes cash in hand and other short-term highly liquid investments with original maturities of three months or less. The Company ~~has provided services~~places its cash on deposit with financial institutions it believes to ~~two clients based in Estonia: Nova Consult Company OU and Unilex Consult OU for a fee~~be of $5,000 and $3,000 respectively. The services having been rendered by Maksim Charniak. The provided services consist of: assistance in company business formation, furnishing of legal forms, drafting a business plan, drafting a plan of operations, corporate consulting and providing a process improvement advise.high quality.

F-22

~~NOTE 9– RELATED PARTIES~~

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

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

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

~~NOTE 10~~

Advance Payments on Purchases of Inventory, related party – ~~SUBSEQUENT EVENTS~~

~~In accordance with SFAS 165 (ASC 855-10)~~Advance payments on purchases of inventory consists of hydro-therapy beds and related equipment that are held by DryRx, a company owned and controlled by the Chairman’s brother, under a Contract Services Agreement until ownership is transferred, which is when a sale or a use of the bed and equipment occurs and beds are placed in service. The value of the advance payments is stated at the lower of cost or market, determined using the first in, first-out method. Inventory held by third parties in use, which is inventory installed at a third-party location and ownership is maintained by the Company, is re-classified to fixed assets and depreciated over its useful life using the straight-line method of depreciation. All inventory held as advance payments on purchases of inventory are available either for sale or for use to be installed at third-party locations and not transferred until a transaction has ~~analyzed its operations subsequent to September 30, 2016 to the date these financial statements were issued,~~occurred. The balance of advance payments on purchases of inventory was $16,000 and ~~has determined that it does not have any material subsequent events to disclose in these financial statements.~~

~~F-11~~

~~INDEX TO AUDITED FINANCIAL STATEMENTS~~

~~Report of Independent Registered Public Accounting Firm~~	~~F-13~~

~~Balance Sheet – As of March 31, 2016~~	~~F-14~~

~~Statement of Operations – For the Period Three months ending March 31, 2016~~	~~F-15~~

~~Statement of Changes In Stockholder’s Deficit – From Inception ending March 31, 2016~~	~~F-16~~

~~Statement of Cash Flows – For the Period Three months ending March 31,2016~~	~~F-17~~

~~Notes to Audited Financial Statements~~	~~F-18~~

~~F-12~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the Board of Directors and Stockholders of Glolex, Inc.:~~

~~We have audited the accompanying balance sheet of Glolex, Inc. (“the Company”)~~$-0- as of March 31, ~~2016~~2021 and 2020, respectively.

Fixed Assets- Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the ~~related statement of operations, stockholders’ equity (deficit)~~straight-line method over the estimated useful lives. The fixed assets include equipment placed in service at certain locations which ownership is maintained by the Company. The accumulated depreciation was calculated to be $108,746 and cash flows for the period March 2, 2016 (inception) through March 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Glolex, Inc.,~~-0- as of March 31, ~~2016,~~2021, and 2020, respectively.

Patent Cost - Patents with a finite useful life that are acquired through the ~~results~~license agreement are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of ~~its operations~~each reporting period, with the effect of any impairment changes being accounted for on an annual basis. The expected life of the current patent recorded is expected to be 10 years. The accumulated amortization was calculated to be $362,500 and ~~its cash flows~~$200,000 as of March 31, 2021 and 2020, respectively.

License Payable, related party - License payable is the remaining balance due for the ~~period March 2, 2016 (inception) through March 31, 2016, in conformity with generally accepted accounting principles in~~initial intangible asset cost. License payable is classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Warranty Liability – For sales to customers, the ~~United States of America.~~

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting asCompany provides a ~~basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion~~warranty on the ~~Company's internal control over financial reporting. Accordingly, we express no such opinion.~~

beds sold which includes, a three year warranty on parts, a five year warranty on the frame and a 90 day warranty on any labour. Warranty liability is accrued and is estimated at 5% of monthly sales and adjusted for actual repairs, replacements and warranties as they are incurred. The ~~accompanying financial statements have been prepared assuming that~~Company periodically assesses the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/ B F Borgers CPA PC~~

~~B F Borgers CPA PC~~

~~Lakewood, CO~~

~~June 13, 2016~~

~~F-13~~

~~GLOLEX INC.~~

~~BALANCE SHEET~~

March 31, 2016
ASSETS

Current Assets
Cash and cash equivalents $ 2,999
Total Current Assets 2,999

Fixed Assets
Equipment 1,086
Fixed Assets, net 1,086
Total Fixed Assets 1,086

Other Assets
Prepaids and Deposits 1,000
Total Other Assets 1,000

Total Assets $ 5,085

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities

Current Liabilities
Related Party Accounts Payable $ 2,086
Loan from director 999

Total Liabilities 3,085

Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
3,000,000 shares issued and outstanding as of March 31, 2016; 3,000
Additional paid in capital -
Accumulated deficit (1000 )
Total Stockholders’ Equity 2,000

Total Liabilities and Stockholders’ Equity $ 5,085

~~See accompanying notes to the financial statements~~

~~F-14~~

~~GLOLEX INC.~~

~~STATEMENTS OF OPERATIONS~~

March 2, 2016
(inception) to
March 31, 2016

REVENUES $ -

Cost of sales 0

Net loss from Operations 0

EXPENSES
General and Administrative Expenses 101
Legal fees 899

TOTAL EXPENSES 1,000

NET LOSS (1,000 )

PROVISION FOR INCOME TAXES -

NET LOSS $ (1,000 )

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 3,000,000

~~See accompanying notes to the financial statements.~~

~~F-15~~

~~GLOLEX INC.~~

~~STATEMENT OF STOCKHOLDERS’ EQUITY~~

Common Stock
Additional
Paid-in

Deficit
Accumulated
during the
Development

Total
Stockholders’

Shares Amount Capital Stage Equity

Inception, March 2, 2016 - $ - $ - $ - $ -

Shares issued for cash at $0.001 per share 3,000,000 3,000 - - 3,000

Net loss for the year ended March 31, 2016 - - - (1,000 ) (1,000 )

Balance, March 31, 2016 3,000,000 $ 3,000 $ - $ (1,000 ) $ 2,000

~~See accompanying notes to the financial statements.~~

~~F-16~~

~~GLOLEX INC.~~

~~STATEMENTS OF CASH FLOWS~~

March 2, 2016
(inception) to
March 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (1,000 )
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in assets and liabilities:
Accounts Payable 2,086

CASH FLOWS USED IN OPERATING ACTIVITIES 1,086

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
Purchase of Fixed Assets (1,086 )
Prepaid Deposit on Website (1,000 )

NET CASH PROVIDED BY INVESTING ACTIVITIES (2,086 )

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Proceeds from sale of common stock 3,000
Loans from director 999

NET CASH PROVIDED BY FINANCING ACTIVITIES 3,999

Cash at end of Period $ 2,999

Interest paid $ -
Income taxes paid $ -

~~See accompanying notes to the financial statements.~~

~~F-17~~

~~GLOLEX INC.~~

~~NOTES TO THE FINANCIAL STATEMENTS~~

~~MARCH 31, 2016~~

~~NOTE 1 – ORGANIZATION AND OPERATIONS~~

~~Glolex Inc. was incorporated in Nevada on March 2, 2016. We are a new company and the purpose~~adequacy of our ~~business is to have an easy to use, web based, round-the-clock, online, legal, consulting advice service.~~recorded warranty liability and makes adjustments as claims data and experience warrants.

F-23

~~NOTE 2- SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES~~

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

~~Basis of Presentation~~

~~The financial statements of the Company have been prepared~~convertible notes payable in accordance with ~~generally accepted accounting principles~~ASC 470-20. A beneficial conversion feature (“BCF”) is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of interest expense for underlying debt instruments and a deemed dividend for underlying equity instruments. A conversion option is in the ~~United States of America and are presented in US dollars.~~

~~Development Stage Company~~

~~The Company~~money if the effective conversion price is ~~a development stage company as defined by section 915-10-20 of~~lower than the FASB Accounting Standards Codification. 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.

~~Fiscal Year-End~~

~~The Company elected March 31 as its fiscal year ending date.~~

~~Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions~~

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

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

~~(i)~~

~~F-18~~

~~(ii)~~

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

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

~~Actual results could differ from those estimates.~~

~~Fair Value of Financial Instruments~~

~~The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about~~commitment date fair value of ~~its~~a share into which it is convertible. As of March 31, 2021 and 2020, the Company did not have any conversion options that were in the money.

Derivatives– The Company accounts for derivative instruments in accordance with ASC815 and ASC470, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and ~~paragraph 820-10-35-37~~requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair of the ~~FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure~~derivative instruments depends on whether the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilitiesderivatives qualify as hedging relationships and the ~~lowest priority to unobservable inputs. The three (3) levels~~types of ~~fair value hierarchy defined by Paragraph 820-10-35-37~~relationships designated are ~~described below:~~

~~Level 1~~

~~Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~

~~Level 2~~

~~Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.~~

~~Level 3~~

~~Pricing inputs that are generally observable inputs and not corroborated by market data.~~

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the ~~lowest level input~~exposures hedged. At March 31, 2021 and 2020, the Company did not have any derivative instruments that were designated as hedges.

Revenue - Revenue Recognition Standard, ASC 606 is ~~significant~~used by the Company to recognize revenue. ASC 606 standards were jointly issued by the ~~fair value measurement of~~Financial Accounting Standards Board (FASB) and the ~~instrument.~~

~~F-19~~

International Accounting Standards Board (IASB). The ~~carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.~~

~~Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite~~five conditions of ~~competitive, free-market dealings may not exist. Representations about transactions~~ASC 606 applied to revenue are: 1. Identify the contract with ~~related parties, if made, shall not imply that~~ the ~~related party transactions were consummated on terms equivalent~~customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to ~~those that prevail in arm's-length transactions unless such representations can be substantiated.~~

~~Commitment~~separate performance obligations; and ~~Contingencies~~

5. Recognize revenue as each performance obligation is satisfied.

The Company ~~follows subtopic 450-20~~derives its revenues primarily from the usage fees and sales of hydro therapy massage beds and installation services. Revenues from sales are recognized when the ~~FASB Accounting Standards Codification~~products are sold and delivered to ~~report accounting for contingencies. Certain conditions may exist as of~~its customers and the ~~date the financial statements~~usage fees are ~~issued, which may result in a loss to~~earned based on subscription or actual usage. Sales Taxes and other taxes the Company ~~but which will only be resolved when one or more future events occur or fail~~collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to ~~occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that~~customers are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

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

~~Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.~~

~~Revenue Recognition~~

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

~~Deferred Tax Assets and~~ reported within revenue.

Income ~~Tax Provision~~

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

F-24

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

~~F-20~~

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

~~Tax years~~

Fair Value of Financial Instruments - From inception, the Company adopted ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that ~~remain subject~~would be received for an asset or paid to ~~examination by major tax jurisdictions~~

	●	Level 1: Quoted prices for identical assets and liabilities in active markets;
	●	Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
	●	Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of March 31, 2021 and 2020 due to the ~~ASC Paragraph 740-10-50-15.~~

~~Earnings per Share~~

Recently Issued Accounting Pronouncements – In February 2016, the FASB ~~Accounting Standards Codification. Pursuant~~issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to ~~ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall~~recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2020, and interim periods within those years, and must be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whetherapplied under a modified retrospective transition approach for leases existing at, or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

~~Pursuant to ASC Paragraphs 260-10-45-~~45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs ~~260-10-45-35 through 45-36 and~~ 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph ~~260–10–55–23).~~ ~~Anti-dilutive contracts, such as purchased put options and~~ ~~purchased call options, shall be excluded from diluted EPS.~~ ~~Under the treasury stock method: a.~~ ~~Exercise of options and warrants shall be assumed at~~entered into after, the beginning of the earliest comparative period ~~(or at time of issuance, if later) and common shares shall be assumed to be issued. b.~~ ~~The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period.~~ ~~(See paragraphs~~ ~~260-10-45-29 and~~ ~~260-10-55-4 through 55-5.) c.~~ ~~The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included~~presented in the ~~denominator of the diluted EPS computation.~~

~~F-21~~

~~Cash Flows Reporting~~

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

~~Subsequent Events~~

~~Recent Accounting Pronouncements~~

statements. In ~~June 2014,~~July 2018, the FASB issued ASU ~~No. 2014-10, Development Stage Entities~~2018-11, Leases (Topic ~~915)~~842): ~~Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.~~

~~F-22~~

F-25

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of ~~the amount~~Credit Losses on Financial Instruments (“ASU 2016-13”). The main objective of ~~investment equity that~~ASU 2016-13 is ~~at risk. The amendments~~ to ~~eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to~~provide financial statement users ~~by requiring~~with more decision-useful information about the ~~application of the same consolidation guidance~~expected credit losses on financial instruments and other commitments to extend credit held by ~~all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for~~ a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that ~~has an interest in an entity in the development stage.~~

~~Early application of each~~within those years, and must be adopted under a modified retrospective method approach. Entities may adopt ASU 2016-13 earlier as of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

~~In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15~~ ~~“Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).~~

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the ~~financial statements are issued~~ ~~(or within one year after the date that the~~ ~~financial statements are available to be issued~~ ~~when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the~~ ~~financial statements are issued~~ ~~(or at the date that the~~ ~~financial statements are available to be issued~~ when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term ~~probable~~ ~~is used consistently with its use in Topic 450, Contingencies.~~

~~Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)~~

~~Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations~~

~~F-23~~

~~Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.~~

~~Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern~~

~~Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations~~

~~Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.~~

~~The amendments in this Update are effective for the annual period ending~~fiscal years beginning after December 15, ~~2016, and for annual periods and~~2018, including interim periods ~~thereafter. Early application~~within those years. The Company is ~~permitted.~~

~~Management~~currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures. The Company does not believe ~~that any recently issued, but not yet effective accounting pronouncements, when adopted,~~this standard will have a material ~~effect~~impact on the ~~accompanying~~Company’s financial ~~statements.~~

~~NOTE~~statements and disclosures.

Note 3 ~~– FIXED ASSET~~

Going Concern

The Company ~~purchased equipment in a form of a Mac computer. No depreciation was calculated because the item was purchased at a Year End.~~

~~NOTE 4– PREPAID AND DEPOSIT~~

~~A retainer has been paid for development of Company’s website. The website was not completed as of March 31, 2016 and no work has been done yet.~~

~~NOTE 5 – GOING CONCERN~~

~~The Company has elected to adopt early application of~~adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

As reflected in the financial statements, the Company had an accumulated deficit at March 31, ~~2016,~~2021 and 2021, a net loss and net cash used in operating activities for the reporting ~~period~~periods then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~F-24~~

Note 4 Related Parties

F-26

~~NOTE 6– LOAN FROM DIRECTOR~~

The Company entered into a Consulting Agreement with Massagewave, Inc, owned and controlled by Steve Howe, to assist with business development and administrative activities. The agreement was entered into on May 1, 2018 and had required monthly payments of $15,000 per month. The agreement expired on April 30, 2020 with renewal options. The Company incurred consulting expense, related party of $25,985 and $-0- as of March 31, 2021 and 2020, respectively. The Company also has an accounts payable, related party balance of $1,500 and $-0- as of March 31, 2021 and 2020, respectively. The due to and due from accounts are to various investors and related parties above for business related activities.

Note 5 Fixed Assets

The carrying basis and accumulated depreciation of fixed assets at March 31, 2021 and 2020 is as follows:

Schedule of Fixed Assets

	Useful Lives	March 31, 2021			March 31, 2020

Equipment in use	5 years	$	99,000		$	-
Equipment at 3^rd party locations	5 years		212,000			-
Building and Improvements	40 years		68,815			-
Vehicles and trailers	5 years		60,266			-
Less depreciation			(125,704	)		-
Total fixed assets, net		$	314,377			-

The Company recorded depreciation expense of $55,796 and $-0- for the years ended March 31, 2021 and 2020, respectively.

Note 6 License Agreement, Related Party

On April 30, 2019 the Company entered worldwide exclusive license with Drywave Technologies, Inc. (“Drywave”), a Company owned by Steve Howe. On the terms and conditions of the agreement, the Company received intellectual property rights to manufacture, use, and offer for sale all the products related to the patents and trademarks for dry hydrotherapy therapy technologies. The license fee to acquire the technology was $2,000,000, and is payable as follows:

(a) $350,000, plus $1,000 escrow fee, due on or before April 30, 2019 (“First Payment”);

(b) $200,000 due on or before October 30, 2019 (“Second Payment”); and

The Company made all the required payments as of March 31, 2021. After payment of the $2,000,000 License Fee and not later than April 30, 2020, the Company will pay to Drywave a royalty of 3% of Net Sales beginning May 1, 2020 and continuing for the longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement.

The company recorded the original license fee as an intangible asset as of April 30, 2019 and is amortizing the asset over the expected useful life of the asset of 10 years. The Company recorded amortization expense of $162,500 and $200,000 for the years ended March 31, 2021 and 2020, respectively.

F-27

Note 7 Notes Payable

The following are the various notes payable of the Company:

PPP Loan - During the year ended March 31, 2021, the Company entered into PPP loans under the Paycheck Protection Program sponsored by the U.S. Small Business Administration (SBA) providing for proceeds of $294,066. The PPP Loan was made pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the SBA. The interest rate on the PPP Loan is 1.0%. The PPP Loan is unsecured and contains customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the SBA or the Lender, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. $144,065.87 was forgiven on May 12, 2021. Promissory Notes were due May 2022 and June 2025 and the balance of $444,825 may be forgiven subject to the terms of the Paycheck Protection Program.

Nonconvertible notes, related party - The Company has issued $1,334,007 in unsecured notes payable to investors. $824,035 is due in the short term and $509,972 is due in long term.

Schedule of Nonconvertible Notes Related Party

Interest Rate			Issuance Date	Maturity	3/31/2021

	4.00	%	12/31/2018	12/31/2020		55,250

	4.00	%	12/31/2018	12/31/2020		66,900

	4.00	%	12/31/2018	12/31/2020		74,220

	4.00	%	9/30/2019	9/29/2021		314,000

	4.00	%	9/17/2019	9/16/2020		81,500

	4.00	%	9/30/2019	9/29/2021		12,450

	1.00	%	12/31/2020	12/30/2022		254,382

	1.00	%	12/31/2020	12/30/2022		235,600

	1.00	%	12/31/2020	12/30/2022		99,970

	1.00	%	12/31/2020	12/30/2022		83,785

	4.00	%	12/31/2020	12/31/2021		53,100

	4.00	%	12/31/2020	12/31/2021		2,850

						1,334,007

F-28

Nonconvertible notes, non related- The Company has issued $1,919,620 in unsecured notes payable to investors. $1,745,000 is due in the short term and $174,620 is due in long term.

Schedule of Nonconvertible Notes Non Related

Interest Rate		Default Rate		Issuance Date	Maturity	3/31/2021
14.00	%			8/1/18	1/31/20	500,000

14.00	%	Additional 2	%	10/30/19	10/29/20	229,500

14.00	%	N/A		2/5/2020	2/5/2021	51,000

20.00	%	Additional 2	%	2/28/2020	8/27/2020	204,000

20.00	%	Additional 2	%	2/25/2020	8/24/2020	208,000

20.00	%	Additional 2	%	2/28/2020	8/27/2020	102,000

20.00	%	Additional 2	%	4/14/2020	10/13/2020	102,000

14.00	%	Additional 2	%	12/31/2019	12/31/2020	102,000

20.00	%	Additional 2	%	4/24/2020	4/23/2021	20,000

20.00	%	Additional 2	%	8/21/2020	8/20/2021	10,000

30.00	%	Additional 2	%	10/29/2020	2/28/2021	25,500
						-
12.00	%	Additional 2	%	10/30/2020	11/1/2021	25,500

12.00	%	Additional 2	%	10/30/2020	11/1/2021	25,500

				2/5/2021		140,000

14.20	%	25.00	%	9/18/2019	9/18/2023	26,560

14.20	%	25.00	%	10/9/2019	10/9/2023	49,840

14.20	%	25.00	%	3/10/2020	3/10/2024	98,220

						1,919,620

F-29

Convertible notes, related party – The Company has issued $29,970 in an unsecured notes payable to investors of the Company, bearing an annual interest rate of 4% and a default interest rate of an additional 2%. The note above is due December 30, 2021 unless sooner paid in full or converted in accordance with the terms of Conversion, (the “Maturity Date”) provided, however, that if a Qualified IPO (as defined below) does not occur on or before the Maturity Date, the Maturity Date shall be extended automatically for an additional one-year period and, during such period, the notes will bear interest at an annual rate of eight percent (8%).

Convertible notes, non related -As of the year ended March 31, 2021, the Company has issued an aggregate of $1,147,610 in unsecured notes payable bearing annual interest rates of 4%. The notes are due December 2020 unless sooner paid in full or converted in accordance with the terms of conversion, (the “Maturity Date”) provided, however, that if a Qualified IPO (as defined below) does not occur on or before the Maturity Date, the Maturity Date shall be extended automatically for an additional one-year period and, during such period, the notes will bear interest at an annual rate of eight percent (8%). The Maturity Date of these notes was extended to December 2021.

Upon commencement by the Company of an underwritten initial public offering (a “Qualified IPO”) or the completed Share Exchange and Reorganization Agreement (the “Conversion Event”), of Borrower’s common stock (the “Common Stock”), the Note principal, together with all accrued and unpaid interest, will be converted into Shares as of the date of such commencement (the “Conversion Date”). The amount of securities of the Company shall be determined by multiplying the outstanding balance of the Note and accrued interest to date by rates between 1.00 and 1.40, (the “Conversion Price”), subject to adjustment as described below. “Commencement” of a Qualified IPO shall be deemed to have occurred when the related registration statement has been declared effective by the United States Securities and Exchange Commission (the “SEC”) and the underwriter(s) have priced the offering. The Company evaluates these notes at commencement for beneficial conversion features and derivatives and concluded there were none.

The notes payable outstanding balance is as follows:

Schedule of Notes Payable Outstanding Balance

	March 31, 2021			March 31, 2020

PPP Loan		558,891			-
Nonconvertible notes, related party		834,653			12,000
Nonconvertible notes, non related		1,745,000
Convertible notes, related party		29,970			6,546
Convertible notes, non related		1,107,143
Less:
Non-current portion of PPP Loan		(588,891	)		-
No-current portion of nonconvertible notes-related party		(509,972	)		-
Non-current portion of nonconvertible notes, non related		(174,620	)		-
Current notes payable		3,002,174			18,546

Note 8 Shareholders’ Equity (Deficit)

Shareholders’ Equity

Common Stock - The Company is authorized to issue 1,500,000 shares of common stock, par value $0.001 per share. All shares of the Company’s common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of common stock entitles the holder thereof to:

	a.	One non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders;
	b.	To participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefore; and
	c.	To participate pro rata in any distribution of assets available for distribution upon liquidation.

The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of March 31, 2021 and 2020.

Note 9 Income Taxes

Income Tax Expense

For the fiscal year ended March 31, 2021, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is the change in the valuation allowance. For the fiscal year ended March 31, 2021 and 2020, the Company did not recognize any current income tax expense or benefit due to a full valuation allowance on its deferred income tax assets.

F-30

Deferred Income Tax Assets

As of March 31, 2021 and 2020, the income tax effects of temporary differences that give rise to significant deferred income tax assets and liabilities are as follows (in thousands):

Summary of Significant Deferred Income Tax Assets and Liabilities

	March 31, 2021		March 31, 2020

Deferred income tax assets:
Net operating loss carryforwards		-		475,902
Other		-		(5,359	)
Total deferred income tax assets		-		470,543
Valuation allowance for deferred income tax assets		-		(470,543	)
Net deferred income tax assets		-		-

For the fiscal years ended March 31, 2021 and 2020, the valuation allowance increased primarily as a result of the increase in net operating losses. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

NOL Carryforwards and Other Matters

The Company did not have any unrecognized tax benefits as of March 31, 2021 and 2020. The Company’s policy is to account for any interest expense and penalties for unrecognized tax benefits as part of the income tax provision. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months.

Note 10 Commitments and Contingencies

Off-Balance Sheet Arrangements – The Company has 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.

Leases – The Company leases approximately 200 square feet on a month to month basis. Under the lease, the lease term continues for 12 months and may be terminated upon 30 days prior notice from the landlord or, by us, upon 30 days prior written notice. As needed, additional space can be leased in the same building we currently utilize.

The Company leases a warehouse facility of approximately 1,500 square feet utilized as a service location for Southern California clients. Under the lease, the lease term continues for 37 months and may be terminated upon 90 days prior notice from the landlord or, by us, upon 90 days prior written notice The Company entered into a Master Facility License Agreement in which space is currently leased at two fitness facilities to operate equipment in use. The leases have an initial term of 90 days and then are on a month-to-month basis. The rent is a fixed fee times the number of beds that ware installed in the space. After six months, the rental fee also includes 2% of gross revenue generated under the license. Subsequent to March 31, 2021, the rental fee on the two facilities was modified to eliminate a fixed fee rental to a percentage of gross revenues. The term was also modified to initial term of each License granted be effective as of, such License’s Grant Date and shall continue for a period of two (2) years, unless sooner terminated. At the expiration of a License Term, the applicable License shall automatically expire and terminate unless prior to the expiration of the License Term, the Parties enter into a mutually agreed upon agreement for Licensee to continue providing Services within the applicable Facility.

F-31

Legal Matters - From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. During the periods ended March 31, 2021 and 2020, there are no proceedings in which the Company or any of our directors, officers or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our interest.

Subsequent Events - On April 6, 2021, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) increase the Company’s authorized shares of common stock from 100,000,000 to 1,500,000,000, (ii) increase the Company’s authorized shares of “blank check” preferred stock from 10,000,000 to 150,000,000, and (iii) effect a 1:15 forward stock split of the common stock.

During the year ended March 31, 2021, the Company entered into PPP loans under the Paycheck Protection Program sponsored by the U.S. Small Business Administration (SBA) providing for aggregate proceeds of $588,891. The PPP Loans were made pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the SBA. The first PPP loan of $294,066 was forgiven on May 12, 2021. The Company intends to apply for forgiveness of the second PPP loan of $294,825 in 2021.

Effective as of July 14, 2021, the principal amount of the Company’s Senior Secured Promissory Note (the “Note”) with Auctus Fund, LLC (the “Lender”) was increased by $25,000 in return for a one-time waiver by the Lender of one of the covenants under the Note.

Note 11 Restatement

The Company amended its Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the “Original Filing”), to restate its audited consolidated financial statements and related footnote disclosures to retroactively report an April 6, 2021, 15-1 forward stock split and delete the incorrect leases of inventory revenue disclosure statement for the period covered in the Original Filing.

The Company currently does not hold any leases of inventory and has removed this disclosure from the footnotes of the financial statements in the Amendment No. 1 to the Original Filing, instead providing thatthe Company derives its revenues primarily from the usage fees and sales of hydro therapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue.

In addition, the weighted average earnings per share have been recalculated in the Consolidated Balance Sheets in the Amendment No. 1 to the Original Filing.

F-32

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the Company’s expenses in connection with this registration statement. All of the listed expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission.

Securities and Exchange Commission registration fee	$	457.72
Transfer Agent Fees	$	1,000.00
Accounting fees and expenses	$	5,000.00
Legal fees and expense	$	10,000.00
Miscellaneous	$	8,542.28
Total	$	25,000.00

None of such expenses will be borne by the selling shareholders referenced in the prospectus forming a part of this Registration Statement on Form S-1.

Item 14. Indemnification of Directors and Officers

The Bylaws of our Company provide that the Company will indemnify, to the fullest extent permitted by the Nevada Revised Statutes, each person who is or was a director, ~~loaned $899~~officer, employee or agent of the Company, or who serves or served any other enterprise or organization at the request of the Company. Pursuant to Nevada law, this includes elimination of liability for monetary damages for breach of the directors’ fiduciary duty of care to the Company and its stockholders. These provisions do not eliminate the directors’ duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Nevada law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company, for ~~Incorporation.~~

~~On March 7, 2016,~~acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Nevada law. The provision also does not affect a ~~director loaned $100 to~~director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

The Company enters into agreements with its directors and executive officers that require the Company to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, whether actual or threatened, to which any such person may be made a ~~open bank account.~~

~~The loans are unsecured, non-interest bearing and due on demand.~~

~~The balance due to~~party by reason of the fact that the person is or was a director ~~was $999 as~~or officer of ~~March 31, 2016.~~

~~NOTE 7 – STOCKHOLDER’S EQUITY~~

the Company or any of its affiliated enterprises.

The Company ~~has 75,000,000, $0.001 par value shares~~maintains directors’ and officers’ liability insurance that insures its directors and officers against the cost of ~~common stock authorized.~~

~~On March 22, 2016,~~defense, settlement or payment of a judgment under any circumstances.

Item 15. Recent Sales of Unregistered Securities

As of January 5, 2021, as a result of the Closing, pursuant to and in connection with the Acquisition, the Company issued ~~3,000,000~~an aggregate of approximately 10,000,000 shares of common stock to the former stockholders of Omnia Corp. All of such shares were issued with a ~~director for cash proceeds~~restrictive legend that the shares had not been registered under the Securities Act. The issuance of ~~$3,000 at $0.001 per share.~~the shares was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as an offering not involving a public offering. Each of the recipients of the shares represented that they were accredited investors and/or sophisticated.

Also as of January 5, 2021, in connection with the Acquisition, an aggregate of approximately $500,000 principal amount of convertible promissory notes of Omnia Corp. converted in accordance with their terms into an aggregate of 1,269,665 shares of our common stock. All of such shares were issued with a restrictive legend that the shares had not been registered under the Securities Act. The issuance of the shares was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as an offering not involving a public offering. Each of the recipients of the shares represented that they were accredited investors and/or sophisticated.

II-1

~~There were 3,000,000~~

On February 9, 2021, the Company issued 20,000 shares of common stock ~~issued and outstanding~~to an existing lender as ~~of March 31, 2016.~~

~~NOTE 8– RELATED PARTIES~~

~~The Company follows subtopic 850-10~~consideration for the extension of the ~~FASB Accounting Standards Codification~~maturity date of an existing loan held by such lender. Additionally, the Company issued on February 9, 2021 an additional 177,650 shares of common stock to an existing investor upon the conversion of such investor’s loan to the Company of approximately $320,000 in principal plus accrued interest. All of such shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as no general solicitation was used in the offer and sale of such securities.

On or about March 15, 2021, the Company issued:

	●	An aggregate of 514,392 shares of common stock to existing lenders upon the previous conversion of such lenders’ loans to the Company of approximately $925,905 in principal plus accrued interest. All such shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as no general solicitation was used in the offer and sale of such securities.

	●	An aggregate of 270,000 shares of common stock to existing lenders as consideration for the previous extension of the maturity dates of existing loans to the Company held by such lenders. All such shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as no general solicitation was used in the offer and sale of such securities.

	●	An aggregate of 247,800 shares of common stock to consultants as consideration for services provided by such consultants to the Company. The issuance of such shares was exempt from registration under Section 4(a)(2) under the Securities Act as a transaction not involving a public offering, as the issuance thereof was made to a limited number of persons or entities as compensation for services rendered.

As of May 4, 2021, the Company issued 1,500,000 shares of common stock to an existing lender as consideration for the ~~identification of related parties and disclosure of related party transactions.~~

~~Pursuant to Section 850-10-20 the related parties include (a) affiliates~~extension of the ~~Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled~~maturity date of an existing loan held by ~~or is under common control with~~ such ~~Person,~~lender. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as ~~such terms are~~no general solicitation was used in the offer and ~~construed under Rule 405~~sale of such securities.

As of June 22, 2021, the Company issued 454,545 shares of common stock to an investor pursuant to the terms of a Stock Purchase Agreement. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as no general solicitation was used in the offer and sale of such securities, and/or Regulation S promulgated under the Securities ~~Act); (b) entities for which investments~~Act as the investor is a non-U.S. person and the offer was made in ~~their equity securities would be required, absent~~an offshore transaction.

On June 24, 2021, the ~~election~~Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 24, 2021 (the “Issuance Date”) and issued and sold to Auctus Fund, LLC (the “Investor”), a Senior Secured Promissory Note (the “Note”) in the principal amount of $650,000 (the “Capital Raise”). Also pursuant to the Purchase Agreement, in connection with the issuance of the ~~fair value option under~~Note, the ~~Fair Value Option Subsection~~Company issued two common stock purchase warrants (separately, the “First Warrant” and the “Second Warrant” and together, the “Warrants”) to the Investor, each allowing the Investor to purchase an aggregate of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners4,333,333 shares of the ~~Company; (e) management~~Company’s common stock (the “Common Stock”). The Second Warrant is subject to cancellation pursuant to the terms of the ~~Company; (f) other parties with which~~Note, and may not be exercised until the Trigger Date (as defined in the Second Warrant). The Warrants each have an exercise price of $0.15 per share, subject to customary adjustments (including anti-dilution adjustments), and may be exercised at any time until the three year anniversary of the Warrants; provided, however, in the event the Company repays the Note in its entirety on or prior to the Maturity Date, the Second Warrant shall automatically expire and may ~~deal if one party controls or can significantly influence~~only be exercised in the ~~management or operating policies~~event it does not so automatically expire. The Warrants include a cashless exercise provision as set forth therein. The Note and the Warrants each was, and, unless subsequently registered, the shares underlying the Warrants will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the ~~other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management~~ Securities Act and/or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

~~F-25~~

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

II-2

On March 31, 2022, the Company issued 1,500,000 shares of common stock to ~~related parties~~an existing lender as consideration for the extension of the maturity date of ~~each balance sheet presented~~an existing loan held by such lender. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as no general solicitation was used in the offer and ~~if not otherwise apparent, the terms~~sale of such securities.

Item 16. Exhibits and ~~manner~~Financial Statement Schedules.

(a) The following exhibits are filed as a part of, ~~settlement.~~

~~NOTE 9 – SUBSEQUENT EVENTS~~

Inor incorporated by reference into, this Registration Statement.

The following exhibits, which are numbered in accordance with ~~SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent~~Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein.

Exhibit No.		Document
2.1		Share Exchange And Reorganization Agreement by and among Glolex Inc., Bed Therapies Inc. and the beneficial stockholders of Bed Therapies Inc., dated as of April 17, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 22, 2020)
3.1		Amended and Restated Articles of Incorporation of Omnia Wellness Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 11, 2020)
3.2		Certificate of Amendment to Amended and Restated Articles of Incorporation of Omnia Wellness Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 18, 2020)
3.3		Amended and Restated By-Laws of Omnia Wellness Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
3.4		Certificate of Change (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 7, 2021)
4.1		Form of Common Stock Certificate (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
4.2		First Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2021)
4.3		Second Common Stock Purchase Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2021)
5.1		Opinion of Ruskin Moscou Faltischek PC*
10.1		2020 Equity Incentive Plan (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.2		Form of Stock Option Award Agreement pursuant to 2020 Equity Incentive Plan (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.3		Worldwide Exclusive License Agreement, dated April 30, 2019, between the Company and Drywave Technologies, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.4		Contract Services Agreement, effective as of January 1, 2020, by and between Solajet Financing Company LLC and DryRx, LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.5		Master Facility License Agreement, dated as of August 9, 2018, by and between Fitness International, LLC, both on its own and on behalf of its wholly owned subsidiary, Fitness & Sports Clubs, LLC, and Drywave Technologies, USA, Inc., both on its own and on behalf of its wholly owned subsidiary, Massagewave, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.6		Master Facility License Agreement Assignment, dated as of September 30, 2018, by and between Bed Therapies, LLC, Fitness International, LLC, both on its own and on behalf of its wholly owned subsidiary, Fitness & Sports Clubs, LLC, and Drywave Technologies, USA, Inc., both on its own and on behalf of its wholly owned subsidiary, Massagewave, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.7		Form of 4% Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)

II-3

10.8		Form of Promissory Note (10%/14%/20%) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.9		Form of Convertible Promissory Note (1%/4%/12%) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.10		Assignment and Assumption Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.11		Form of 12% Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.12		Secured Loan and Revenue Participation Agreement, dated as of September 18, 2019, by and between LG 2017 Holdings LLC and Solajet Financing Company LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.13		Amendment to Secured Loan and Revenue Participation Agreement, dated as of February 24, 2020, by and between LG 2017 Holdings LLC and Solajet Financing Company LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.14		Secured Loan and Revenue Participation Agreement, dated as of October 9, 2019, by and between Chartwell Capital US LP and Solajet Financing Company LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.15		Secured Loan and Revenue Participation Agreement, dated as of March 10, 2020, by and between Chartwell Capital US LP and Solajet Financing Company LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.16		Amendment to Secured Loan and Revenue Participation Agreement, dated as of February 24, 2020, by and between Chartwell Capital US LP and Solajet Financing Company LLC (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.17		Extension to Promissory Note, dated as of February 1, 2020, by and between Bed Therapies, Inc. and Barry Pressman (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
10.18		Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2021)
10.19		Extension to Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 9, 2021)
10.20		Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 9, 2021)
10.21		Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 15, 2021)
10.22		CFO Consulting Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 15, 2021)
10.23		Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 7, 2021)
10.24		10% Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 7, 2021)
10.25		$50K Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 24, 2021)
10.26		$250K Optional Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 24, 2021)
10.27		Stock Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 28, 2021)
10.28		Stock Purchase Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2021)
10.29		Secured Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2021)
10.30		Security Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2021)
10.31		Subsidiary Guarantee (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2021)
10.32		Consultant Agreement with Massagewave, Inc. dated May 1, 2018
14.1		Code of Business Conduct and Ethics (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
21.1		Subsidiaries of Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 11, 2021)
23.1		Consent of BF Borgers CPA PC
23.2		Consent of Ruskin Moscou Faltischek, PC (included in Exhibit 5.1)*
107		Calculation of Filing Fee Table

101.1	XBRL Instance.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation.
101.DEF	XBRL Taxonomy Extension Definition.
101.LAB	XBRL Taxonomy Extension Labels.
101.PRE	XBRL Taxonomy Extension Presentation.
*	To be filed by amendment.

II-4

Item 17. Undertakings

Pursuant to ~~March 31, 2016 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.~~

~~F-26~~

~~PROSPECTUS~~

~~5,000,000 SHARES OF COMMON STOCK~~

~~GLOLEX, INC.~~

~~Dealer Prospectus Delivery Obligation~~

Until _____________ ___, 20___, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

~~PART II~~

~~INFORMATION NOT REQUIRED IN THE PROSPECTUS~~

~~ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~

~~The estimated costs (assuming all shares are sold) of this offering are as follows:~~

SEC Registration Fee $ 10.07
Auditor Fees and Expenses $ 3,500.00
Legal Fees and Expenses $ 2,500.00
EDGAR fees $ 1,000.00
Transfer Agent Fees $ 1,000.00
TOTAL $ 8,010.07

~~(1) All amounts are estimates, other than the SEC’s registration fee.~~

~~ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS~~

Glolex, Inc.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or his office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if she has met the applicable standard of conduct set forth under the Nevada Revised Statutes.

~~As to indemnification for liabilities arising~~Rule 415 under the Securities Act of 1933 as(as amended ~~for a director, officer and/or person controlling Glolex, Inc., we have been informed that in the opinion of the Securities~~ and ~~Exchange Commission such indemnification is against public policy and unenforceable.~~

~~ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES~~

~~Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.~~

Name and Address Date Shares Consideration

Maksim Charniak
Unit 9647, 13 Freeland Park, Wareham Rd.
Poole BH16 6F, England, U.K.
May 23, 2016 3,000,000 $ 3,000.00

~~We issued the foregoing restricted shares of common stock~~updated from time to our sole officer and director pursuant to Section 4(2) of the Securities Act of 1933. He is a sophisticated investor, he is our sole officer and director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

~~II-1~~

~~ITEM 16. EXHIBITS~~

~~Exhibit~~ ~~Number~~		~~Description of Exhibit~~

~~3.1~~		Articles of Incorporation of the Registrant*
~~3.2~~		Bylaws of the Registrant*
~~5.1~~		~~Opinion of~~ Matthew McMurdo, Esq. *
~~10.1~~		Software Development Agreement, dated February 26, 2016 *
~~10.2~~		Consulting Agreement dated March 26, 2016 *
~~10.3~~		Director Agreement *
~~10.4~~		Marketing Agreement dated January 05, 2017 *
~~23.1~~		~~Consent of~~ ~~BF Borgers CPA PC~~
~~23.2~~		~~Consent of~~ ~~Matthew McMurdo, Esq.~~ (contained in exhibit 5.1)*
~~99.1~~		Form of Subscription Agreement *

* Previously filed

~~ITEM 17. UNDERTAKINGS~~

time)

The undersigned ~~Registrant~~registrant hereby undertakes:

(1) To file, during any period in which it offers or sales of securities, ~~are being made,~~ a post-effective amendment to this registration statement;

(I) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any additional material information with respect to the plan of distribution not previously disclosed in the registration statement ~~to:~~

~~(i)~~

~~Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;~~

~~(ii)~~

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

~~(iii)~~

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2)or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such ~~post-effective~~post effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of ~~such~~the securities at that time ~~shall be deemed~~ to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities ~~being registered which~~that remain unsold at the termination of the offering.

~~II-2~~

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any ~~purchaser:~~

~~(i)~~

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any~~ purchaser in the initial distribution of securities:

If the ~~securities: The~~ undersigned ~~registrant undertakes~~Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of this Registration Statement, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness; provided , however , that no statement made in a ~~primary offering of securities~~registration statement or prospectus that is part of the ~~undersigned registrant pursuant to this~~ registration statement ~~regardless~~or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the ~~underwriting method used~~Registration Statement will, as to ~~sell the securities to the~~a purchaser ~~if the securities are offered or sold~~with a time of contract of sale prior to such ~~purchaser by means of~~first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the ~~following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer~~Registration Statement or ~~sell~~made in any such ~~securities~~document immediately prior to such ~~purchaser:~~

~~(i)~~

~~Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~

~~(ii)~~

~~Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~

~~(iii)~~

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

~~(iv)~~

~~Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~

date of first use.

Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933 (the “Act”)~~ may be permitted to ~~our~~ directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, ~~above,~~ or otherwise, ~~we have~~the registrant has been advised that in the opinion of the ~~SEC~~Securities and Exchange Commission such indemnification is against public policy as expressed in the ~~Securities~~ Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities ~~other~~(other than the payment by usthe registrant of expenses incurred or paid by ~~one of our directors, officers,~~a director, officer or controlling ~~persons~~person of the registrant in the successful defense of any action, suit or ~~proceeding,~~proceeding) is asserted by ~~one of our directors, officers,~~such director, officer or controlling ~~persons~~person in connection with the securities being registered, wethe registrant will, unless in the opinion of ~~our~~its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the ~~Securities~~ Act and we will be governed by the final adjudication of such issue.

II-5

~~II-3~~

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized ~~at LT-03148, Vilnius, Savanoriu pr. 68, Lithuania,~~in the City of Denver, Colorado on ~~February 7 , 2017.~~

April 14, 2022.

~~GLOLEX,~~OMNIA WELLNESS INC.

	/s/ Steve Howe
~~By:~~	~~/s/ Maksim Charniak~~		Steve Howe
	~~Name:~~	~~Maksim Charniak~~
	~~Title:~~	~~President, Treasurer and Secretary~~
		~~(Principal~~ Executive ~~Financial and Accounting Officer)~~Chairman

~~In accordance~~

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Steven Howe and Jainal Bhuyain, and each of them singly, his or her true and lawful attorneys-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-1 and any related Rule 462(b) registration statement or amendment thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement ~~was~~has been signed below by the following persons in the capacities and on the dates ~~stated.~~

indicated.

Signature	Title	Date

/s/ Steve Howe	Executive Chairman	April 14, 2022
Steve Howe	(principal executive officer)

/s/ Andrew Trumbach	Chief Financial Officer	April 14, 2022
Andrew Trumbach	(principal financial and accounting officer)

/s/ Jainal BhuIyan	President and Director	April 14, 2022
Jainal Bhuiyan

/s/ Nickolay Kukekov	Director	April 14, 2022
Nickolay Kukekov

		II-6

~~/s/ Maksim Charniak~~
~~Maksim Charniak~~	~~President, Treasurer, Secretary and Director~~ ~~(Principal Executive, Financial and Accounting Officer)~~		~~February 7 , 2017~~

~~II-4~~

~~EXHIBIT INDEX~~

~~Exhibit~~ ~~Number~~		~~Description of Exhibit~~

~~3.1~~		Articles of Incorporation of the Registrant*
~~3.2~~		Bylaws of the Registrant*
~~5.1~~		~~Opinion of~~ Matthew McMurdo, Esq. *
~~10.1~~		Software Development Agreement, dated February 26, 2016 *
~~10.2~~		Consulting Agreement dated March 26, 2016 *
~~10.3~~		~~Director Agreement~~ *
~~10.4~~		Marketing Agreement dated January 05, 2017 *
~~23.1~~		~~Consent of~~ ~~BF Borgers CPA PC~~
~~23.2~~		~~Consent of~~ ~~Matthew McMurdo, Esq.~~ (contained in exhibit 5.1)*
~~99.1~~		~~Form of Subscription Agreement~~ *

* Previously filed

Nevada	~~7372~~	8090		98-1291924
(State or ~~Other Jurisdiction of Incorporation or Organization)~~other jurisdiction		Primary Standard Industrial		(I.R.S. Employer
incorporation or organization		Classification Code ~~Number~~Number)	~~IRS Employer~~	Identification ~~Number~~Number)

	Large accelerated ~~filer:~~ ofiler	☐	Accelerated ~~filer:~~ ofiled	☐
	Non-accelerated ~~filer:~~ ofiler	☒	Smaller reporting ~~company:~~ xcompany	☒
~~(Do not check if a smaller reporting company)~~			Emerging growth company	☐

~~The Issuer:~~	~~GLOLEX, INC.~~

~~Securities Being Offered:~~	~~5,000,000 shares of common stock.~~

~~Price Per Share:~~	~~$0.02~~

~~Duration of the Offering:~~	The shares will be offered for a period of one hundred and eighty (180) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 5,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 5,000,000 shares registered under the Registration Statement of which this Prospectus is part.

~~Gross Proceeds:~~	~~$100,000~~

~~Securities Issued and Outstanding:~~	There are 3,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Maksim Charniak. If we are successful at selling all the shares in this offering, we will have 8,000,000 shares issued and outstanding.

~~Subscriptions:~~	~~All subscriptions once accepted by us are irrevocable.~~

~~Registration Costs:~~	~~We estimate our total offering registration costs to be approximately $8,000.~~

~~Risk Factors:~~	~~See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.~~

	~~September 30, 2016 ($)~~
	~~(unaudited)~~

~~Cash and Deposits~~		~~2,245~~
~~Total Assets~~		~~4,331~~
~~Total Liabilities~~		~~1,399~~
~~Total Stockholder’s Equity~~		~~2,932~~

	~~Six months~~ ~~ending~~ ~~September 30, 2016 ($)~~
	~~(unaudited)~~

~~Total Expenses~~		~~6,668~~
~~Net Income for the Period~~		~~(6,668~~	)

Securities to be Registered	Amount to be Registered(1)		Offering Price Per Share(2)		Aggregate Offering Price		Registration Fee

Common Stock:		5,000,000	$	0.02	$	100,000	$	10.07

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
(2)	Estimated solely for purposes of determining the registration fee pursuant to Rule 457(c) under the Securities Act, computed based upon the high ($0.31) and low ($0.31) selling prices per share of the registrant’s common stock on April 12, 2022 on the OTC Pink marketplace.
(3)	Represents (i) 7,261,339 issued and outstanding shares of common stock that may be sold from time to time by certain of the selling shareholders named herein and (ii) 8,666,666 shares of common stock that may be sold by a Selling Shareholder upon the exercise of outstanding common stock purchase warrants.

Forward-Looking Statement	ii
Prospectus Summary	1
Risk Factors	3
Use of Proceeds	13
Selling Securityholders	13
Plan of Distribution	15
Description of Securities to be Registered	16
Market Price of and Dividends on Common Stock and Related Stockholder Matters	18
Dividend Policy	18
Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Business	25
Management	34
Executive Compensation	37
Security Ownership of Certain Beneficial Owners and Management	42
Certain Relationships and Related Transactions	43
Legal Matters	45
Experts	45
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	45
Where You Can Find More Information	45
Financial Statements	F-1

~~PROSPECTUS SUMMARY~~		3
~~RISK FACTORS~~		6
~~FORWARD-LOOKING STATEMENTS~~		14
~~USE OF PROCEEDS~~		15
~~DETERMINATION OF OFFERING PRICE~~		15
~~DILUTION~~		15
~~MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS~~		16
~~DESCRIPTION OF BUSINESS~~		26
~~LEGAL PROCEEDINGS~~		31
~~DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS~~		31
~~EXECUTIVE COMPENSATION~~		33
~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		33
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~		34
~~PLAN OF DISTRIBUTION~~		35
~~DESCRIPTION OF SECURITIES~~		37
~~INDEMNIFICATION~~		37
~~INTERESTS OF NAMED EXPERTS AND COUNSEL~~		38
~~EXPERTS~~		38
~~AVAILABLE INFORMATION~~		38
~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~		38
~~INDEX TO THE FINANCIAL STATEMENTS~~		39

Description	If 25% offered sold		If 50% offered sold		If 75% offered sold		If 100% offered sold

Gross proceeds	$	25,000	$	50,000	$	75,000	$	100,000
Offering expenses		*10,000		10,000		10,000		10,000
Salaries		*4,850		4,850		14,500		17,500
Equipment		800		1,100		2,300		3,200
Third-party services		*900		6,400		2,900		17,600
Office & Laboratory		6,700		6,700		6,600		7,400
Professional Software		4,000		4,450		9,100		11,250
Website		1,300		5,400		7,650		8,700
Trademark (quality certificate)		200		100		200		2,550
Marketing		12,000		9,000		17,900		19,800
Miscellaneous expenses		*2,000		2,000		3,850		2,000

Percentage of funding		100	%		75	%		50	%		25	%
amount of new funding	$	100,000.00		$	75,000.00		$	50,000.00		$	25,000.00
Offering price	$	0.02		$	0.02		$	0.02		$	0.02
shares after offering		8,000,000.00			6,750,000.00			5,500,000.00			4,250,000.00
book value before distribution per share	$	0.0007		$	0.0007		$	0.0007		$	0.0007
Increase in book value per share		0.0121			0.0107			0.0088			0.0057
book value after distribution per share	$	0.0128		$	0.0114		$	0.0095		$	0.0064
dilution to purchasers	$	0.0073		$	0.0086		$	0.0105		$	0.0136
dilution as percentage		36	%		43	%		53	%		68	%
% ownership of old shareholders		38	%		44	%		55	%		71	%
% ownership of new shareholders		63	%		56	%		45	%		29	%

No. month	Month expenditure	Amount USD ($)

1	Lease of a new office	350
1	New furniture and equipment	800
1	Accountant	250
1	Phone, Internet, utilities and other miscellaneous expenses	200
1	Market research, Information gathering, database building	800
2	Office lease	350
2	Phone, Internet, utilities and miscellaneous expenses	200
2	Accountant	250
2	Market research, Information gathering, building database	800
3	Office lease	450
3	Phone, Internet, utilities and miscellaneous expenses	200
3	Translation services Marketing, brand and design services	450
3	Market research, Information gathering, building database	200
3	Office lease	800
4	Phone, Internet, utilities and miscellaneous charges	350

4	Accountant	200
4	Travel, transport and per diems (flights, accommodation, meals)	250
4	Website	1,000
4	Office lease	1,300
5	Phone, Internet, utilities and other miscellaneous charges	350
5	Accountant	200
5	Website, marketing	250
5	Office lease	1,200
6	Phone, Internet, utilities and other miscellaneous charges	350
6	Accountant	200
6	Website, marketing	250
6	Travel and perdiems (flights, accommodation, meals, entertainment expenses)	1,200
6	Development of the app	1,000
7	Office lease	4,000
7	phone, Internet, utilities and miscellaneous charges	350
7	Accountant	200
7	Website, app marketing	250
7	Manager	1,200
8	Office lease	350
8	phone, Internet, utilities and other miscellaneous charges	350
8	Accountant	200
8	Website and app marketing	250
8	Manager	1,200
8	Translation services	350
9	Office lease	450
9	Phone, Internet, utilities and other miscellaneous charges	350
9	Accountant	200
9	Website and app marketing	250
9	Manager	1,200
10	Office lease	350

2	Clients research and attraction systems, networking and events	2,000
2	Office lease	350
2	Phone, Internet, utilities and other miscellaneous charges	200
2	Accountant	250
2	Information gathering, database creation	800
2	Equipment maintenance	100
3	Business structure improvements, training, seminars, innovations	1,000
3	Office lease	450
3	Phone, Internet, utilities and other miscellaneous charges	200
3	Design, brand development, translation	450
3	Information gathering, database broadening	100
3	Office lease	800
4	Phone, Internet, utilities and other miscellaneous charges	1,500
4	Translation services	350
4	Design, brand development, translation	200
4	Information gathering, database expansion	250
4	Concepts development of projects and its management	1,000
5	Office lease	1,400
5	Phone, Internet, utilities and other miscellaneous expenses	350
5	Accountant	200
5	Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous)	250
5	Website expansion	1,200
6	Office lease	350
6	Phone, Internet, utilities and other miscellaneous charges	200
6	Accountant	250

11	Manger	100
11	Equipment maintenance	350
12	Office lease	200
12	Phone, Internet, utilities and other miscellaneous charges	250
12	Accountant	1,200
12	Improvement of website & app listings	350
12	Manager	350
	TOTAL: 12 months	40,000

	Discharge record: (65,000$)

1	Staff salary	500
1	Phone, Internet, utilities and other miscellaneous charges	200
1	Information gathering, database expansion	800
1	Website development	1,500
1	Design, pricing analysis, sales planning	600
1	Installation of own accounting systems (licenses, software)	1,100
2	Office lease	350
2	Phone, Internet, utilities and other miscellaneous charges	200
2	Staff salary	1,000
2	Information gathering, database expansion	800
2	Maintenance costs and equipment operation	100
2	Website optimization in search systems, logo development, site identity	1,650
3	Office lease	350
3	Phone, Internet, utilities and other miscellaneous charges	200
3	Translation expenses	450
3	Staff salary	1,000
3	Brand and design expenses	200
3	Information gathering, database expansion	800
3	Equipment maintenance	100
3	Website search systems optimization	1,350
3	Office lease	350
4	Phone, Internet, utilities and other miscellaneous charges	200
4	Staff salary	1,000
4	Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous)	1,000
4	Equipment maintenance	100
4	Website search system optimization, web technical improvements	1850
4	Office lease	350
5	Phone, Internet, utilities and other miscellaneous charges	200
5	Staff salary	1,000
5	Equipment maintenance	100
5	Website search system optimization, web technical improvements	2050
5	Office lease	350
6	Phone, Internet, utilities and other miscellaneous charges	200
6	Staff salary	1,000
6	Enterprise structure optimization	1,400
6	Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous)	1,000
6	Mobile app development payment	4,000
6	Accountant	800
6	Improvement of website and app listings	200
6	Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous)	1,900
7	App development	350
7	Furniture equipment	200
7	Equipment maintenance	1,500
7	Improvement of search systems, project management, coordination and supervision, reputation management	2,200
7	Office lease	4,000

No. month	Monthly expenditure	Amount USD ($)
1	Office lease	400
1	Equipment and furniture	1,200
1	Staff salary	1,000
1	Phone, Internet, utilities and other miscellaneous charges	400
1	Information gathering, database expansion	800
1	Website	1,700
1	Optimization of business strategies, design, pricing, sales planning	2,500
1	Installation of own accounting systems (licenses, software)	1,000
2	Office lease	400
2	Phone, Internet, utilities and other miscellaneous charges	400
2	Staff salary	1,500
2	Information gathering, database expansion	800
2	Equipment maintenance	100
2	Online listings optimization, brand and logo	1,850

3	Internal assessment, self audit, benchmarking, quality control	3,000
3	Office lease	400
3	Phone, Internet, utilities and other miscellaneous charges	400
3	Translation services	450
3	Staff salary	1,500
3	Design brand development	200
3	Information gathering, database expansion	800
3	Equipment maintenance	100
3	Online listings upgrades	1,550
4	Improving structural organization of the company, external consultant	2,000
4	Office lease	400
4	Phone, Internet, utilities and other miscellaneous charges	400
4	Staff salary	1,500
4	Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous)	1,000
4	Equipment maintenance	100
4	Optimization in search engines, technical improvements of the website	2050
4	Staff and management training	1,000
5	Office lease	400
5	Phone, Internet, utilities and other miscellaneous charges	400
5	Staff salary	1,500
5	Equipment maintenance	100
5	Optimization in search engines, website development	2,150
6	Office lease	400
6	Phone, Internet, utilities and other miscellaneous charges	400
6	Staff salary	1,500
6	Seminars, motivational trainings, new methods introduction, optimization of the management structure	1,000
6	Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous)	1,000
6	App development	4,000
6	Office furniture and equipment	1,200
6	Equipment maintenance	200
6	Improving search engines listings, project management, coordination and supervision, reputation management	2050
6	Broadening business functions, introduction of sub-units	2,000
7	Office lease	400
7	Phone, Internet, utilities and other miscellaneous charges	400
7	Staff salary	1,500
7	Search engines listings improvements, project management (coordination and supervision)	1,500
7	Mobile app installation and guide	4,000
7	Equipment maintenance	200
7	Design, development and improvement of database management systems, automation processes, implementation of special applications	2,250
7	Certificates of international standards	2,350
8	Office lease	400

11	Problem solving	1,300
12	Office lease	400
12	Phone, Internet, utilities and other miscellaneous charges	400
12	Staff salary	1,500
12	Website online ranking boosting	2,050
12	The generalization of the results of market analysis, analysis of services sector	1,000
	TOTAL: 12 months	90,000

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
		($)	($)	($)	($)	($)	($)	($)	($)

Maksim Charniak,	March 2, 2016	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
President, Secretary	until
and Treasurer	March 31, 2016

Name	Fees Earned or Paid in Cash	Stock Awards	Options Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
	($)	($)	($)	($)	($)	($)	($)

Maksim Charniak	-0-	-0-	-0-	-0-	-0-	-0-	-0-

	September 30, 2016			March 31, 2016
	unaudited			audited
ASSETS

Current Assets
Cash and cash equivalents	$	2,245		$	2,999
Total Current Assets		2,245			2,999

Fixed Assets
Equipment, net		1,086			1,086
Fixed Assets, net		1,086			1,086
Total Fixed Assets		1,086			1,086

Other Assets
Prepaids and Deposits		1,000			1,000
Total Other Assets		1,000			1,000

Total Assets	$	4,331		$	5,085


LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities
Current Liabilities
Accounts Payable	$	-		$	2,086
Loan from director		1,399			999

Total Liabilities		1,399			3,085

Commitments & Contingencies

Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 3,000,000 shares issued and outstanding as of September 30, 2016 and March 31, 2016;		3,000			3,000
Additional paid in capital		-			-
Accumulated deficit		(68	)		(1000	)
Total Stockholders’ Equity		2,932			2,000

Total Liabilities and Stockholders’ Equity	$	4,331		$	5,085

	Three months ending September 30, 2016			Six months ending September 30, 2016
REVENUES
Services Rendered (Consultation and advise)	$	-		$	8,000

COGS		-			(400	)
Consulting fees		-			(400	)

Net Profit		-			7,600

EXPENSES
Bank service charges		14			153
General and administrative expenses		2,515			6,515

TOTAL EXPENSES		2,529			6,668

NET INCOME	$	(2,529	)	$	(6,668	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS / INCOME	$	(2,529	)	$	(6,668	)

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		3,000,000			3,000,000

	Six months ending September 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	(932	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in assets and liabilities:
Accounts Payable		(2,086	)
CASH FLOWS USED IN OPERATING ACTIVITIES		(1,154	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets		-
Prepaid Deposit on Website		-
NET CASH PROVIDED BY INVESTING ACTIVITIES		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-
Loans from director		400
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		-

Net Cash Increase for Period		(754	)

Cash at the beginning of period		2,999
Cash at end of Period	$	2,245

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-
Income taxes paid	$	-

	March 2, 2016 (inception) to March 31, 2016

REVENUES	$	-

Cost of sales		0

Net loss from Operations		0

EXPENSES
General and Administrative Expenses		101
Legal fees		899

TOTAL EXPENSES		1,000

NET LOSS		(1,000	)

PROVISION FOR INCOME TAXES		-

NET LOSS	$	(1,000	)

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		3,000,000

	Common Stock				Additional Paid-in		Deficit Accumulated during the Development			Total Stockholders’
	Shares		Amount		Capital		Stage			Equity

Inception, March 2, 2016		-	$	-	$	-	$	-		$	-

Shares issued for cash at $0.001 per share		3,000,000		3,000		-		-			3,000

Net loss for the year ended March 31, 2016		-		-		-		(1,000	)		(1,000	)

Balance, March 31, 2016		3,000,000	$	3,000	$	-	$	(1,000	)	$	2,000

	March 2, 2016 (inception) to March 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(1,000	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in assets and liabilities:
Accounts Payable		2,086

CASH FLOWS USED IN OPERATING ACTIVITIES		1,086

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
Purchase of Fixed Assets		(1,086	)
Prepaid Deposit on Website		(1,000	)

NET CASH PROVIDED BY INVESTING ACTIVITIES		(2,086	)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Proceeds from sale of common stock		3,000
Loans from director		999

NET CASH PROVIDED BY FINANCING ACTIVITIES		3,999

Cash at end of Period	$	2,999

Interest paid	$	-
Income taxes paid	$	-

SEC Registration Fee	$	10.07
Auditor Fees and Expenses	$	3,500.00
Legal Fees and Expenses	$	2,500.00
EDGAR fees	$	1,000.00
Transfer Agent Fees	$	1,000.00
TOTAL	$	8,010.07

Name and Address	Date	Shares		Consideration

Maksim Charniak Unit 9647, 13 Freeland Park, Wareham Rd. Poole BH16 6F, England, U.K.	May 23, 2016		3,000,000	$	3,000.00