U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Mark One
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 333-248609
INCORDEX CORP. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 7371 |
| EIN 98-1541457 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (Primary Standard Industrial Classification Number) |
| (IRS Employer Identification Number) |
6 Rosemary Way, Nuneaton,
United Kingdom CV10 7ST
+44-203-99-11-252
(Address, including zip code,
and telephone number, including area code,
of registrant’s principal executive offices)
Registered Agents Inc. 401 Ryland St., STE 200-A Reno, NV 89502
775-401-6800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☒ No ☐
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of December 31, 2021 was approximately $29,000.
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.
Class | Outstanding as of April 7, 2023 |
Common Stock: $0.001 | 6,450,000 |
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
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PART I
Item 1. Description of Business
GENERAL INFORMATION ABOUT OUR COMPANY
We were incorporated in Nevada on June 12, 2020. We are a development stage company that was formed to offer handwritten letter service via our website platform. We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds” elsewhere in this Prospectus). Our principal executive offices are located at 6 Rosemary Way, Nuneaton, United Kingdom CV10 7ST. Our phone number is +44-203-99-11-252.
From inception until the date of this filing, we have had very limited operating activities. Our financial statements from July 1, 2021 through June 30, 2022, reports revenue of $5,000 from services rendered and a net loss of $23,207. Our independent registered public accounting firm has issued an audit opinion for Incordex Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
Our President, Iurii Abramovici, will offer shares of our common stock to his friends, family members and business associates in United Kingdom and Europe.
Great Importance – A hand addressed envelope and handwritten letter suggests the sender is somebody the recipient knows. That creates an aura of great importance for the piece.
Personalization – A handwritten address and letter in beautiful ink creates a much more personal impression than the pre-printed variety. When people feel a personal connection to a mailing, it’s hard to resist the urge to open it.
Contact – While digital communications continues to leave a big footprint in the marketing world, people by and large still respond more readily to something they can touch. Paper communications offer touchable, ‘real’ experiences that satisfy this basic need for touch. A personalized hand addressed envelope makes this experience even more real.
Feeling of Comfort – Because hand addressed direct mail offers a personalized connection, recipients feel much more comfortable and far less ‘on their guard’ when it comes time to decide – open it or trash it.
Our Web Site
Customers will be able to choose personal handwritten letter service or business services on the website. Private customers will have to fill up simple form on our web site. Form will include information about customer name and address, recipient name and address, text and payment information. Business customers will have to fill out quote form via our website. Our site will have special form for freelancers wishing to work with us. We are currently on the software development stage.
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Revenue
We are planning to generate revenue from our customers before the website is completed. We plan to offer our letter handwritten services to business entities via direct sales. We are currently negotiating agreements with our potential customers. When our website is ready, we plan to generate revenue via direct sales and via online orders.
Competition
The market for direct marketing is highly competitive. Numerous online services will compete with us. Our competitors are substantially larger and more experienced than us and have longer operating histories and have materially greater financial and other resources than us.
Marketing
We plan to focus on direct sales online as we get started. Once we build a reputation and customer base, it will be easier to attract customers. We plan to market our products mainly in Europe and US. To promote our website and services, we are planning to use On-line Directories and Databases and Social Media.
Item 1.A. Risk Factors.
Not required for Smaller reporting companies.
Item 1.B. Unresolved Staff Comments.
Not required for Smaller reporting companies.
Item 2. Properties.
Currently we don’t own any properties. Our business office is located at 6 Rosemary Way, Nuneaton, United Kingdom CV10 7ST. This address was provided by sole officer and president, Mr. Abramovici. Our telephone number is +44-203-99-11-252.
Item 3. Legal Proceedings.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures.
Not Applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
The company stock is not trading at the moment.
Registered Holders of our Common Stock
As of June 30, 2022, there were 30 record owners of our common stock including director.
Dividends
The Company has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During our fiscal years ended June 30, 2022 and 2021, we had no sales of unregistered shares.
Issuer Purchases of Equity Securities
During the fiscal year ended June 30, 2022, and 2021 the Company did not repurchase any shares of its Common Stock.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development stage corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program.
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PLAN OF OPERATION
FISCAL YEAR ENDED JUNE 30, 2022 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2021.
Our net loss for the fiscal year ended June 30, 2022 was $14,887 compared to a net loss of $7,560 during the fiscal year ended June 30, 2021. In the fiscal year ended June 30, 2022 we have generated $5,000 in services rendered and in the fiscal year ended June 30, 2021 we have generated $4,970.
Expenses incurred were $19,887 during fiscal year ended June 30, 2022 compared to $12,530 during fiscal year ended June 30, 2021.Expenses increased due to the Company’s operational activities.
The number of shares outstanding was 6,450,000 for the fiscal year ended June 30, 2022 and 5,500,000 for the fiscal year ended June 30, 2021.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED June 30, 2022 and 2021.
As of June 30, 2022, our total assets were $18,107 consisting of capital raised from issuance of common stock. As of June 30, 2021, our total assets were $16,244.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities for the fiscal year ended June 30, 2022 net cash flows used in operating activities was $(20,689). We have not generated positive cash flows from operating activities for the fiscal year ended June 30, 2021, net cash flows used in operating activities was $(3,810)
Cash Flows from Investing Activities
Net cash flows used in investing activities for the fiscal years ended June 30, 2022, and 2021, were $5,000 and $0.
Cash Flows from Financing Activities
We have financed our operations primarily from either advances from our sole executive or the issuance of equity. For the fiscal year ended June 30, 2022, net cash provided by financing activities was $19,000. For the fiscal year ended June 30, 2021, net cash from financing activities was $16,554.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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GOING CONCERN
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
The extent of the impact of the coronavirus (“COVID‐19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates
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 of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
The Company’s Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages F-1 through F-9 of this report and are incorporated by reference in this Item 8.
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Item 9. Changes in and Disagreements with Accounting and Financial Disclosures.
None.
Item 9A. Controls and Procedures. Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as
of June 30, 2022. Our CEO concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:
· | Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements; |
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· | Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures relating to those transactions; and |
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· | Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval. |
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While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that this is typical in many development stage companies. We may not be able to fully remediate the material weakness until we commence operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended June 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director is elected for the term of one year, and until his or her successor is elected and qualified, or until his earlier resignation or removal. The name, address, age and position of our officers and directors are as follows:
Name and Address of Executive Officer and/or Director |
| Age |
|
Position |
IuriiAbramovici 6 Rosemary Way, Nuneaton, United Kingdom CV10 7ST |
| 38 |
| President, Secretary, Treasurer and Director |
The person named above has held his offices/positions since the inception of our Company and is expected to hold said offices/positions until the next annual meeting of our stockholders.
Resume
Iurii Abramovici has acted as our President, Secretary, Treasurer and sole Director since our incorporation on June 12, 2020. Prior, from September 2016 till June 2020, Mr. Abramovici has been working as logistics administrator at Unipart Group, Nuneaton, (United Kingdom). He assisted with all aspects of logistic and marketing end to end.
From March 2015 to August 2016, he worked as releasing room assistant at ITH Pharma in London (United Kingdom). He was providing support to final checking and releasing stuff at final stage of the production process.
From May 2012 to December 2014, Iurii Abramovici worked as marketing department manager at STLST Ltd., in Marki (Poland). His responsibility was the realization of sales and marketing strategies, cooperation with customers, supervising payments and liability for timely deliveries.
From 2003 to 2012, Iurii Abramovici worked as Regional Sales Representative at National Alcohol Traditions in Kiev (Ukraine). His responsibilities were direct contact with customers, conclusion and negotiation of contracts.
He graduated from National University, Chernivtsi, (Ukraine) in 2003. He has Bachelor of Science in Marketing.
Delinquent Section 16(a) Reports
Our common stock is not registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
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Code of Business Conduct
We have not adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K.
Board Committees
We do not have any Board Committees.
Item 11. Executive Compensation.
The table below summarizes the total compensation earned by each of our named executive Officers (“NEOs”) for each of the fiscal years listed.
SUMMARY COMPENSATION TABLE
Name | Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) |
All Other Compensation | Total Compensation ($) |
Iurii Abramovici | Treas., Sec. | 2022 | -0- | -0- | -0- | -0- |
-0- |
-0- |
-0- |
| Treas., Sec. | 2021 | -0- | -0- | -0- | -0- |
-0- |
-0- |
-0- |
| Treas., Sec. | 2020 | -0- | -0- | -0- | -0- |
-0- |
-0- |
-0- |
(1) Iurii Abramovici resigned as an officer and director on June 12, 2020 and his resignation became effective on June 12, 2020 (since Inception).
(2) Mr. Iurii Abramovici was elected as an officer and director on June 12, 2020 and her election became effective on June 12, 2020.
Since Inception on June 12, 2020, Iurii Abramovici only member of our Board of Director was not compensated for his services.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Directors and Executive Officers
The following table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of June 30, 2022 of (i) each director, (ii) the current NEOs named in the “Summary Compensation Table” contained in this Form 10-K and (iii) all current directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Persons, who have the power to vote or dispose of common stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of such common stock.
Iurii Abramovici, President, CEO, Treasurer, Secretary and Chairman of the Board. | 5,000,000 shares |
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Certain Stockholders
The following table sets forth certain information with respect to each person known by us to be the beneficial owner of five percent or more of either class of the Company’s outstanding common stock. The content of this table is based upon the most current information contained in Schedules 13D or 13G filings with the SEC, unless more recent information was obtained.
Iurii Abramovici, President, CEO, Treasurer, Secretary and Chairman of the Board. |
|
| 78 | % |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On February 21, 2020, we offered and sold 5,000,000 shares of common stock to Iurii Abramovici, our sole officer and director, at a purchase price of $0.001 per share, for aggregate proceeds of $5,000.
During the period from June 12,2020 (inception) to June 30, 2022, Iurii Abramovici loaned $7,314 to the Company. This loan is non-interest bearing, due upon demand and unsecured.
Item 14. Principal Accountant Fees and Services.
FEES TO THE COMPANY’S AUDITORS
Set forth below is a summary of certain fees paid to our independent audit Fruci & Associates II, PLLC. for services for the fiscal years 2022 and 2021, respectively.
Fee Category |
| Fiscal Year 2022 |
|
| Fiscal Year 2021 |
| ||
Audit Fees |
| $ | 6,825 |
|
| $ | 11,000 |
|
Tax Fees |
|
| — |
|
|
| — |
|
All Other Fees |
|
| — |
|
|
| — |
|
Total |
| $ | 6,825 |
|
| $ | 11,000 |
|
Audit Fees
Audit fees were for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
Audit-Related Fees
Audit-related fees consist of fees billed for professional services for consultation on accounting matters.
Approval of Services Provided by Independent Registered Public Accounting Firm
The Board of Directors has considered whether the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
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PART IV
item 15. Exhibit and Financial Statement Schedules.
(a)(1) Financial Statements
The following documents are filed as part of this report:
The Financial Statements of Incordex Corp. at June 30, 2022 and 2021, and for each of the two fiscal years in the period ended June 30, 2022, together with the reports of the Independent Registered Public Accounting Firms, are set forth on pages F-1 through F-9 of this Report.
(2) Not applicable.
(3) Exhibits
| Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
| Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 7, 2023.
INCORDEX CORP. |
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By: | /s/ Iurii Abramovici |
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| Iurii Abramovici |
|
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 7, 2023.
Signature |
| Title |
/s/ Iurii Abramovici |
| President, Chief Executive Officer, Treasurer, Secretary, |
Iurii Abramovici |
| and Director (Principal Executive Officer and Principal Accounting Officer) |
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INDEX TO FINANCIAL STATEMENTS
INCORDEX CORP. TABLE OF CONTENTS
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Incordex Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Incordex Corp. (“the Company”) as of June 30, 2022, and 2021, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2022, and 2021, 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 June 30, 2022, and 2021 and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2022, and 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit, net losses, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period. These factors, among others, 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 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since 2020.
Spokane, Washington
April 7, 2023
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INCORDEX CORP.
BALANCE SHEETS (AUDITED)
ASSETS |
| June 30, 2022 |
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| June 30, 2021 |
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Current Asset |
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Cash |
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| 9,555 |
|
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| 16,244 |
|
Prepaid Expenses |
|
| 4,800 |
|
|
| - |
|
Total Current Assets |
| $ | 14,355 |
|
| $ | 16,244 |
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Fixed assets |
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|
|
|
|
|
Website purchase |
|
| 3,752 |
|
|
| - |
|
Total Fixed Assets |
|
| 3,752 |
|
|
| - |
|
Total Assets |
|
| 18,107 |
|
|
| 16,244 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Long term Liabilities |
|
|
|
|
|
|
|
|
Director loan |
| $ | 7,314 |
|
| $ | 7,314 |
|
Accounts Payable |
|
| - |
|
|
| 2,250 |
|
Total Liabilities |
| $ | 7,314 |
|
| $ | 9,564 |
|
|
|
|
|
|
|
|
|
|
Stockholder’s Equity |
|
|
|
|
|
|
|
|
Common stock, par value $0.001; 75,000,000 shares authorized, 6,450,000 and 5,500,000 shares issued and outstanding |
|
| 6,450 |
|
|
| 5,500 |
|
Additional paid in capital |
|
| 27,550 |
|
|
| 9,500 |
|
Accumulated deficit |
|
| (23,207 | ) |
|
| (8,320 | ) |
Total Stockholder’s Equity |
|
| 10,793 |
|
|
| 6,680 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholder’s Equity |
| $ | 18,107 |
|
| $ | 16,244 |
|
See accompanying notes, which are an integral part of these financial statements
| F-3 |
| Table of Contents |
INCORDEX CORP.
STATEMENTS OF OPERATIONS (AUDITED)
|
| For the year ended June 30, 2022 |
|
| For the year ended June 30, 2021 |
| ||
|
|
|
|
|
|
| ||
REVENUES (services rendered) |
| $ | 5,000 |
|
| $ | 4,970 |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
General and Administrative Expenses |
|
| 19,887 |
|
|
| 12,530 |
|
TOTAL OPERATING EXPENSES |
|
| (19,887 | ) |
|
| (12,530 | ) |
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) FROM OPERATIONS |
|
| (14,887 | ) |
|
| (7,560 | ) |
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
NET PROFIT/LOSS |
| $ | (14,887 | ) |
| $ | (7,560 | ) |
|
|
|
|
|
|
|
|
|
NET LOSS PER SHARE: BASIC AND DILUTED |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
| 6,379,945 |
|
|
| 5,017,124 |
|
See accompanying notes, which are an integral part of these financial statements
| F-4 |
| Table of Contents |
INCORDEX CORP
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (AUDITED)
FOR THE YEAR ENDED JUNE 30, 2022 AND 2021
|
| Common Stock |
|
| Additional Paid-in |
|
| Retained |
|
| Total Stockholders’ |
| ||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Equity |
| |||||
Balance, June 30, 2020 (Audited) |
|
| 5,000,000 |
|
| $ | 5,000 |
|
| $ | - |
|
| $ | (760 | ) |
| $ | 4,240 |
|
Shares issued for cash at $0.02 per share in June 2021 |
|
| 500,000 |
|
|
| 500 |
|
|
| 9,500 |
|
|
| - |
|
|
| 10,000 |
|
Net loss for the year ended June 30, 2021 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (7,560 | ) |
|
| (7,560 | ) |
Balance at June 30, 2021 (Audited) |
|
| 5,500,000 |
|
| $ | 5,500 |
|
| $ | 9,500 |
|
| $ | (8,320 | ) |
| $ | 6,680 |
|
Shares issued for cash at $0.02 per share in September 30, 2021 |
|
| 950,000 |
|
|
| 950 |
|
|
| 18,050 |
|
|
|
|
|
|
| 19,000 |
|
Net loss for the year ended June 30, 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (14,887 | ) |
|
| (14,887 | ) |
Balance at June 30, 2022 (Audited) |
|
| 6,450,000 |
|
| $ | 6,450 |
|
| $ | 27,550 |
|
| $ | (23,207 | ) |
| $ | 10,793 |
|
See accompanying notes, which are an integral part of these financial statements
| F-5 |
| Table of Contents |
INCORDEX CORP
STATEMENTS OF CASH FLOWS (AUDITED)
|
| Year ended June 30, 2022 |
|
| Year ended June 30, 2021 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss for the period |
| $ | (14,887 | ) |
| $ | (7,560 | ) |
Adjustments to reconcile net loss to net cash from operating activities: |
|
|
|
|
|
|
|
|
Accumulated Depreciation |
|
| 1,248 |
|
|
| - |
|
Prepaid Expenses |
|
| (4,800 | ) |
|
| 1,500 |
|
Accounts Payable |
|
| (2,250 | ) |
|
| 2,250 |
|
CASH FLOWS USED IN OPERATING ACTIVITIES |
|
| (20,689 | ) |
|
| (3,810 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Website purchase |
|
| (5,000 | ) |
|
| - |
|
CASH FLOWS USED IN INVESTING ACTIVITIES |
|
| (5,000 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from sale of common stock |
|
| 19,000 |
|
|
| 10,000 |
|
Director Loan |
|
| - |
|
|
| 6,554 |
|
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
|
| 19,000 |
|
|
| 16,554 |
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH |
|
| (6,689 | ) |
|
| 12,744 |
|
Cash, beginning of period |
|
| 16,244 |
|
|
| 3,500 |
|
Cash, end of period |
| $ | 9,555 |
|
| $ | 16,244 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Interest paid |
| $ | - |
|
| $ | - |
|
Income taxes paid |
| $ | - |
|
| $ | - |
|
See accompanying notes, which are an integral part of these financial statements
��
| F-6 |
| Table of Contents |
Incordex Corp.
Notes to the financial statements
Year ended June 30, 2022 and 2021 (Audited)
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Incordex Corp. (“the Company”, “we”, “us” or “our”) we were incorporated on June 12, 2020 and intend to offer handwritten letter service via our web platform. Incordex Corp. will be an online handwritten letter service that sends handwritten letters and cards. Our customers will be business and private persons. Customers will use our services to send real handwritten letters to prospects and new customers. We expect our main customers will be direct mail marketing companies. Private persons will use our services for their private needs. The letter writers will be freelancers around the world. Our freelancers will be working on independent contract basis.
Our current address is 6 Rosemary Way, Nuneaton, CV107ST United Kingdom.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $23,207 as of June 30, 2022. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is June 30.
Use of Estimates
The preparation of financial statements in conformity with US 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
FASB ASC Topic 820, "Fair Value Measurement," defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to measure fair value.
| F-6 |
The three levels are defined as follows:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Income Taxes
The Company is a C Corporation under the Internal Revenue Code and a similar section of the state code.
All income tax amounts reflect the use of the liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes. Current year expense represents the amount of income taxes paid, payable or refundable for the period.
Deferred income taxes, net of appropriate valuation allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements.
The Company’s income tax returns are subject to review and examination by federal, state and local governmental authorities. As of June 30, 2022, there is no year open to examination with federal, state and local governmental authorities. To the extent penalties and interest are incurred through an examination, they would be included in the income tax section of the statement of operations and comprehensive loss.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of June 30, 2022 there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ equity, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of June 30, 2022 were no differences between our comprehensive loss and net loss.
| F-7 |
| Table of Contents |
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.
As of June 30, 2022, the Company has generated $5,000 in revenue.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 4 – INTANGIBLE ASSETS
The Company purchased and possesses an asset in a form of an operative website. The Company purchased the website for $5,000 and is amortizing the asset straight-line over its three year useful life or $1,664 per year. For the three months ended June 30, 2022 our amortization expense was $416. For the year ended June 30, 2022 our amortization was $1,248.
Note 5 – COMMON STOCK
The Company has 75,000,000, $0.0001 par value shares of common stock authorized.
In June 2021 the Company issued 500,000 shares of common stock at $0.02 for total of $10,000. There were 5,500,000 shares of common stock issued and outstanding as of June 30, 2021.
In July, and August 2021 the Company issued 950,000 common shares at $0.02 for total of $19,000. There were 6,450,000 shares of common stock issued and outstanding as of June 30, 2022.
| F-8 |
| Table of Contents |
Voting Common Stock
All shares of common stock have voting rights and are identical. All holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital stock held by such stockholder.
Non-voting Common Stock
All of the other terms of the Non-Voting Common Stock shall be identical to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock, as explained in the Company’s Bylaws.
Note 6 – COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may become a party to litigation matters involving claims against it. At June 30, 2022, there are no current matters that would have a material effect on the Company’s financial position or results of operations.
The extent of the impact of the coronavirus ("COVID-19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.
Note 7 – SUBSEQUENT EVENTS
In accordance with FASB ASC Topic 855 “Subsequent Events”, the Company has analyzed its operations through April 7, 2023 and the date these financial statements were available to be issued, and there were no events to report.
| F-9 |