UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter) |
| 7371 |
| EIN | |
(State or other jurisdiction of incorporation or Organization) |
| (Primary Standard Industrial Classification Code Number) |
| (IRS Employer Identification Number) |
+
(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)
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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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
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. Yes ☐ No ☒
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Class | Outstanding as of June 14, 2023 |
TABLE OF CONTENTS
PART 1 | FINANCIAL INFORMATION |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 | |
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| Table of Contents |
INCORDEX CORP.
INDEX TO FINANCIAL STATEMENTS
For three and nine months ended March 31, 2023 and 2022 (Unaudited)
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| Table of Contents |
INCORDEX CORP.
BALANCE SHEETS
ASSETS |
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Current Asset |
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Cash |
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Prepaid Expenses |
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Total Current Assets |
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Fixed assets |
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Website purchase |
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Total Fixed Assets |
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Total Assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Long term Liabilities |
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Director loan |
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Total Liabilities |
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Stockholders’ Equity |
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Common stock, par value $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders’ Equity |
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Total Liabilities and Stockholders’ Equity |
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See accompanying notes, which are an integral part of these financial statements
| F-1 |
| Table of Contents |
INCORDEX CORP.
STATEMENTS OF OPERATIONS
Three and nine months ended March 31, 2023 and 2022
(Unaudited)
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| For the three months ended March 31, 2023 |
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REVENUES (services rendered) |
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OPERATING EXPENSES |
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General and Administrative Expenses |
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TOTAL OPERATING EXPENSES |
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NET INCOME (LOSS) FROM OPERATIONS |
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PROVISION FOR INCOME TAXES |
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NET PROFIT/LOSS |
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NET LOSS PER SHARE: BASIC AND DILUTED |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
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See accompanying notes, which are an integral part of these financial statements
| F-2 |
| Table of Contents |
INCORDEX CORP
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Three and nine months ended March 31, 2023 and 2022
(Unaudited)
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Balance, June 30, 2021 |
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Shares issued for cash at $0.02 per share |
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Net loss |
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Balance at September 30, 2021 (Unaudited) |
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Balance at December 31, 2021 (Unaudited) |
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Balance at March 31, 2022 (Unaudited) |
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Balance at June 30, 2022 |
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Balance at September 30, 2022 (Unaudited) |
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Balance at December 31, 2022 (Unaudited) |
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Net loss |
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Balance at March 31, 2023 (Unaudited) |
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See accompanying notes, which are an integral part of these financial statements
| F-3 |
| Table of Contents |
INCORDEX CORP
STATEMENTS OF CASH FLOWS
Three and nine months ended March 31, 2023 and 2022
(Unaudited)
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| For the nine months ended March 31, 2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss for the period |
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Adjustments to reconcile net loss to net cash from operating activities: |
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Accounts Payable |
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CASH FLOWS USED IN OPERATING ACTIVITIES |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Website purchase |
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CASH FLOWS USED IN INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from sale of common stock |
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
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NET CHANGE IN CASH |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Interest paid |
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See accompanying notes, which are an integral part of these financial statements
| F-4 |
| Table of Contents |
INCORDEX CORP.
NOTES TO THE FINANCIAL STATEMENTS
Nine months ended March 31, 2023 and 2022
(Unaudited)
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 $
Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended March 31, 2023 and 2022 are not necessarily indicative of the operating results that may be expected for the year ending June 30, 2023. These unaudited condensed financial statements should be read in conjunction with the June 30, 2022, financial statements and notes thereto.
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.
| F-5 |
| Table of Contents |
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.
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 March 31, 2023, 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 March 31, 2023 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 March 31, 2023 were no differences between our comprehensive loss and net loss.
| F-6 |
| 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.
For the nine months ended March 31, 2023, the Company has generated $
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 $
Note 5– COMMON STOCK
The Company has
There were
In July, and August 2021 the Company issued
There were
Voting Common Stock
All shares of common stock have voting rights and are identical.
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. As of March 31, 2023, there are no current matters that would have a material effect on the Company’s financial position or results of operations.
| F-7 |
| Table of Contents |
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 June 14, 2023 and the date these financial statements were available to be issued, and there were no events to report.
| F-8 |
| Table of Contents |
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Employees and Employment Agreements
At present, we have no employees other than our officer and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
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.
Three Months Periods Ended March 31, 2023 and 2022:
During the three months period ended March 31, 2023 and 2022 we have generated $0 and $5,000 in revenues, respectively.
For the three months period ended March 31, 2023 operating expenses were $(464). Operating expenses consist
of mainly professional fees.
For the three months period ended March 31, 2022 operating expenses were $(3,900). Operating expenses consist of mainly professional fees.
Our net loss for the three months period ended March 31, 2023 were $(464).
Our net income for the three months period ended March 31, 2022 were $1,100.
Nine Months Periods Ended March 31, 2023 and 2022:
During the nine months period ended March 31, 2023 and 2022 we have generated $0 and $5,000 in revenues, respectively.
For the nine months period ended March 31, 2023 operating expenses were $(5,248). Operating expenses consist of mainly professional fees.
For the nine months period ended March 31, 2022 operating expenses were $(13,500). Operating expenses consisted of mainly professional fees.
| 4 |
| Table of Contents |
Our net loss for the nine months period ended March 31, 2023 were $(5,248).
Our net loss for the nine months period ended March 31, 2022 were $(8,500).
Liquidity and Capital Resources
As of March 31, 2023, our total assets were $12,895 consisting of cash of $5,555, website purchase of $2,504 and prepaid expenses of $4,800. As of March 31, 2023, our current liabilities were $7,314 consisting of director loan.
Cash Flows from Operating Activities for nine months ending March 31, 2023 and 2022
We have not generated positive cash flows from operating activities. For the nine months ended March 31, 2023, net cash flows used in operating activities was $(4,000). For the nine months ended March 31, 2022, net cash flows used in operating activities was $(9,918).
Cash Flows from Investing Activities
We have not generated cash flows from investing activities for the nine months ended March 31, 2023. For the nine months ended March 31, 2022, net cash flows used for investing activities was $(5,000).
Cash Flows from Financing Activities
We have not generated cash flows from financing activities for the nine months ended March 31, 2023. For the nine months ended March 31, 2022, net cash flows provided by financing activities was $19,000 from issuance of common stock.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
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Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally.
The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.
The measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
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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). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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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 June 14, 2023.
| INCORDEX CORP. | ||
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By: | /s/ Iurii Abramovici | ||
| Name: | Iurii Abramovici |
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| Title: | President |
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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 June 14, 2023.
Signature |
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/s/ Iurii Abramovici |
| President, Chief Executive Officer, Treasurer, Secretary, |
Iurii Abramovici |
| and Director (Principal Executive Officer and Principal Accounting Officer) |
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