Reborn Coffee, Inc. - Quarter Report: 2017 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2017

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 333-219139

Capax Inc. 

(Exact name of registrant as specified in its charter)

 

Florida		47-4752305
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

7135 Collins Ave No. 624 Miami Beach, FL 33141

(Address and Zip Code of principal executive offices)

 

Registrant’s telephone number, including area code: (305) 865-8193

 

Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 [x]  No [  ]

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark 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 definition of "accelerated filer,” “large

accelerated filer," “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                       

 Accelerated filer [ ]

Non-accelerated filer [ ]                         

 Smaller reporting company [X]

Emerging Growth Company [X]

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

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

As of February 1, 2018 the registrant had 11,041,600 shares of Class A common stock issued and outstanding and 7,000,000 shares of Class B common stock issued and outstanding.

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CAPAX INC.

TABLE OF CONTENTS

		Page
Part I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Balance Sheets (Unaudited)	4
	Statements of Operation (Unaudited)	5
	Statements of Cash Flows (Unaudited)	6
	Notes to Unaudited Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4.	Controls and Procedures	12
Part II	OTHER INFORMATION	14
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheets (Unaudited)

4

Statements of Operation (Unaudited)

Capax Inc.
Statements of Operations
(Unaudited)
			Three months			Three months
			ended			ended
			Dec 31, 2017			Dec 31, 2016
Revenue				-			-
Operating expenses
	Professional fees		$	7,162		$	-
	Administrative expenses			9,016			-
		Total operating expenses		16,178			-
Loss from operations				16,178			-
		Net loss		(16,178)			-
Basic and diluted loss per common share			$	(0.00)		$	-
Basic and diluted weighted average number of common shares outstanding				17,990,774			-
	The accompanying notes are an integral part of these unaudited financial statements.

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Statements of Cash Flows (Unaudited)

Capax Inc.
Statements of Cash Flows
(Unaudited)
					Three months			Three months
					ended			ended
					Dec 31, 2017			Dec 31, 2016
Cash flows from operating activities:
	Net loss			$	(16,178)		$	-
	Adjustments to reconcile net income from continuing
	operations to cash used in operating activities:
		Net cash used in operating activities			(16,178)			-
Financing activities:
	Payback of officer loan				(4,107)			-
	Proceeds from sale of common stock				11,190			-
		Net cash provided by financing activities			7,083			-
Net decrease in cash					(9,095)			-
Cash at beginning of period					90,303			-
Cash at end of period				$	81,208		$	-
Supplemental disclosures:
	Cash paid for:
		Interest		$	-		$	-
		Income taxes		$	-		$	-
	The accompanying notes are an integral part of these unaudited financial statements.

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Capax Inc.

Notes to Unaudited Financial Statements

December 31, 2017

NOTE 1 – DESCRIPTION OF BUSINESS

We incorporated our Company on July 31, 2015 in the State of Florida under the name “La Veles Inc.” We changed our name to Capax Inc. (“Capax” “the Company”) on February 8, 2017. When we began, our primary planned business objective was to package, market and distribute an infection healing cream for dairy animals. We terminated those objectives and changed the name of the Company to Capax Inc. and currently focusing on setting up a chain of bakery-cafes that we hope to franchise in the future.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a.

Basis of Presentation

The accompanying financial statements include the accounts of the Company for the three months ending December 31, 2017 and the year ending September 30, 2017. This financial statement period is not an indicative of the results to be expected for the year ending September 30, 2018, or for any other interim period in future. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The information included here should be read in conjunction with information included in the Company’s fiscal year ended September 30, 2017 audited financial statements.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2016 as reported in the Company’s Annual Report on Form 10-K have been omitted.

New Accounting Pronouncements

The FASB has issued the following accounting pronouncements and guidance which may be applicable to the Company.

Accounting Standards Update (ASU) No. 2014-09 –  Revenue Recognition (Topic 606): In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including identifying performance obligations and other technical corrections and minor improvements affecting a variety of topics and required disclosures in the new standard.  This standard will be effective and the Company will adopt this standard on January 1, 2018. Entities have the option to apply the new guidance under a full retrospective approach or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application. 

Accounting Standards Update (ASU) No. 2016-02 – Leases (Topic 842).  This update will require assets and liabilities to be recognized on the balance sheet of a lessee for the rights and obligations created by leases of assets with terms of more than 12 months.  For income statement purposes, the update retained a dual model, requiring leases to be classified as either operating or finance based on largely similar criteria to those applied in current lease accounting, but without explicit bright lines.  ASU 2016-02 also requires extensive quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight

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into the extent of revenue and expense recognized and expected to be recognized from existing leases.  This standard will be effective for the Company on January 1, 2019.  Early adoption is permitted. There are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

NOTE 3 – EQUITY

We have 300,000,000 authorized shares of capital stock, which consists of (i) 230,000,000 shares of Class A common stock, par value $0.0001 per share; (ii) 60,000,000 shares of Class B common stock, par value $0.0001 per share; and (iii) 10,000,000 shares of blank-check preferred stock, par value of $0.0001 per share.

The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared by our Board of Directors from time to time.  Each share of Class B common stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A common stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together as a single class with holders of Class A common stock with respect to any question or matter upon which holders of Class A common stock have the right to vote. Class B common stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law. Holders of Class B common stock shall be entitled to dividends as shall be declared by our Board of Directors from time to time at the same rate per share as the Class A common stock. The holders of the Class B common stock shall have the right to convert each one of their shares to one share of Class A common stock automatically by surrendering the shares of Class B common stock to us.

As of December 31, 2017 we have 7,000,000 Class B common stock outstanding and 11,041,600 Class A common stock outstanding.

As of September 30, 2017 we have 7,000,000 Class B common stock outstanding and 10,967,000 Class A common stock outstanding.

As of the filing date of this report, we have sold 74,600 registered common stock and have deposited $11,190 in our bank.

NOTE 4 – LOAN FROM OFFICER

The CEO uses his personal credit card to pay certain expenses on behalf of the Company that are reimbursed by the Company as soon as the credit card invoice is received and an expense reimbursement statement is presented, without payment of any interest. The CEO incurred expenses of $4,107 that had been accrued as of September 30, 2017 and was reimbursed in October 2017.

NOTE 5 – OUR OFFICE

 

Our offices are located at 7135 Collins Ave No. 624, Miami Beach, FL 33141 at the residence of our CEO for no charge and on a month by month basis Our telephone number is 305-865-8193.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.  THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.  THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.  THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

OVERVIEW

We were incorporated on July 31, 2015 in the State of Florida under the name La Veles Inc., that mostly remained inactive and on February 8, 2017, we filed an amendment to our Articles of Incorporation to change the name of the Company to Capax Inc. (“Capax”). Our offices are located at 7135 Collins Avenue, Suite 624, Miami Beach, FL 33141. Our fiscal year end is September 30. Our primary business is to set up a bakery-café chain. Our long-term objective is to franchise these bakery-cafes. We may also expand our operation to a few foreign nations in partnership with local investors and management in those nations and have begun discussions to do so, but so far have not made any formal agreements. We may also acquire currently operating small bakeries with an accompanying café with space to renovate according to our model.

Shell Company

 

We are a shell company as defined by Rule 405 of the Securities and Exchange Commission primarily because we currently have no or have nominal operations. As a result, an investment in the Company would likely to be an illiquid investment. An investor should consider the potential illiquidity of the Company’s securities before investing in the Company.

OUR STRATEGY

Capax plans to lease and improve the leasehold to have a unique architecture to set up a chain of bakery cafes that we plan to franchise. According to the company web site of one of the founders of Panera bread, Ron Shaich, this methodology is how they began a small shop (that we plan to adopt) and grew up to a major public company:

1.

See opportunity in long term consumer trends

2.

Align the concept with these trends

3.

Strong until level performance

4.

Significant unit growth

5.

Corporate performance

We believe the bakery café units built with an attractive architecture run by warm, friendly staff with a personal touch could compete aggressively and expand this version globally.

Our immediate goal is to establish our first bakery-café by leasing a location or by acquiring a currently operating bakery-café provided we can obtain audited financial statements for any such entity under the Public Company Accounting Oversight Board (PCAOB) rules. We had meetings with two bakery-cafes in Miami, Florida to acquire them, after the required audits, to use as our first models to franchise. In the event we find these two bakery-cafes hard to audit due to irreconcilable records, then we may not pursue acquiring them but instead set up our new bakery-cafes in partnership with professionals in the industry. We met with a bakery owner and a master baker to buy his company and also to hire him to our Company to take charge of the operation.  We also were introduced to a few expert bakers in France, had initial discussion over the phone as to them joining us and in the future, plan to

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meet with them to hire them as consultants. However we have not gotten any commitments from any of the people we have talked with so far. We made a trip to China and met with some investors to discuss expanding our planned franchise to China. We also visited some trendy shopping centers in China that we believe are ideal places to set up the first few bakery-cafes.  However, we have not made any firm commitments or any agreements with the Chinese investors to move forward on these plans.

Results of Operation

We have incurred recurring losses to date. Our financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

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

Our net loss attributable to common shareholders for the fiscal quarter from October 1, 2017 to December 31, 2017 is $16,178. During the fiscal year ended September 30, 2017 we had no revenue and incurred operating expenses of $26,230. We were inactive for the period of October 1, 2016 to December 31, 2016 and had no transactions.

Liquidity and Capital Resources

We have estimated that we will require approximately $300,000 of capital to buy a currently operating bakery-café to make net positive cash flow to apply towards maintenance of a public company. According to our research, a currently operating bakery-café that we could buy for about $300,000 could give us about $5,000 in monthly net positive cash flow.

If such capital does not become available, we will be able to continue operations as a development stage company for approximately the next 14 months from available cash on hand while seeking additional sources of capital. There can be no assurance that such additional capital will be available.

 

We believe our operational strategy which focuses on running a low overhead operation will avail us to manage our current operational activities (excluding acquiring bakery-cafes that we won’t begin until we raise capital from our current offering) for approximately 14 months. During the next 14 months or until such time that we raise enough capital to purchase one bakery cafe, we will be using our working capital to attend investors’ conferences and tradeshows, participating in road shows to meet with potential investors, traveling to meet with investors and paying professional fees needed to comply with SEC regulations. We believe our monthly burn rate to be approximately $6,000. The Company had approximately $81,208 in cash on hand as of December 31, 2017. We sold $111,000 worth of our Class A common stock in May and June of 2017 and sold $74,600 worth of our Class A common stock in November and December of 2017.

If we succeed in opening one or more bakery-cafes, we anticipate that sales at such places to generate sufficient cash flow to support our operations after the first 14 months. However, this estimate is based on our assumption of raising enough capital to either buy or build bakery-cafés.

There can be no assurance that such sales levels will be achieved. Therefore, we may require additional financing through loans and other arrangements, including the sale of additional equity. There can be no assurance that such additional financing will be available, or if available, can be obtained on satisfactory terms. To the extent that any such financing involves the sale of our equity securities, the interests of our then existing shareholders, including the investors in this offering, could be substantially diluted. In the event that we do not have sufficient capital to support our operations we may have to curtail our operations.

 

Our officers will provide daily management of our company, including administration, financial management, production, marketing and sales. We will also engage other employees and service organizations to provide services as the need arises. These may include services such as computer systems, sales, marketing, advertising, public relations, cash management, accounting and administration.

 

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We will be subject to certain costs for such compliance which private companies may not choose to make. We have identified such costs as being primarily for audits, legal services, filing expenses, financial and reporting controls and shareholder communications and estimate the cost to be approximately between $72,000 to $240,000 annually depending on the number of bakery-cafes we have. We expect to pay such costs from a combination of cash on hand, the proceeds of this offering and cash generated by revenue from our planned bakery-cafes.

 

There can be no assurance that we will be able to successfully acquire or start up bakery-cafes, or otherwise implement any portion of our long term business strategy. We believe that we can control the operating and general and administrative expenses of our operations to be within the cash available from this offering and from the sales which we may make at any bakery-cafes we open.

 

The Company is newly created and had no activities and as such has not generated any revenues and has incurred losses since inception resulting in an accumulated deficit of $27,055 and $43,233 as of September 30, 2017 and December 31, 2017, and further losses are anticipated in the development of its business.

Currently, we have no written or oral communication from stockholders, directors or any officers to provide us any forms of cash advances, loans or sources of liquidity to meet our working capital needs or long-term or short-term financial needs.

As of December 31, 2017, our current assets were $81,208 totally consisted of cash in bank. We have no current liabilities. Stockholders’ equity was $81,208. The weighted average number of shares outstanding was 17,990,774 for the period ending December 31, 2017.

As of September 30, 2017, our current assets were $90,303 Our current liabilities were $4,107. Stockholders’ equity was $86,196. The weighted average number of shares outstanding was 12,901,118 for the period from October 1, 2016 to September 30, 2017.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the quarter ended December 31, 2017, net cash flows used in operating activities was $16,178. We had no activities for the corresponding quarter in the previous fiscal year.

Cash Flows from Investing Activities

There were no investing activities for the fiscal year ended 2017 or 2016.

Cash Flows from Financing Activities

We have financed our operations from the issuance of equity instruments and advances from officer. During the quarter ended December 31, 2017, net cash flows from financing activities was $7,083, net of $4,107 paid back of related party loan.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

 

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis,

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and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this report.

Recent Accounting Pronouncements

We determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position.

Anticipated Future Trends

According to an on line article in “Restaurant Business,” appears on June 21, 2016 in 2015 bakery-cafes chains within the 500 highest in sales in the restaurant business, increased sales a combined 6.7% to $7.1 billion. Some of the largest players, including category leaders such as Panera Bread showed healthy growth. In the same articles Technomic, a market research firm, states that, in 2015, plenty of younger chains, including Kneaders Bakery and Café increased their sales by 40% and Boudin Sourdough Bakery & Café increased sales by 14.8%.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Because we are a smaller reporting company we are not required to include any disclosure under this item.

Item 4.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.

In evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our Chief Executive Officer (“Office of the CEO”) also our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly Report on Form 10-Q. Based on that evaluation, our CEO as well as our Chief Financial Officer concluded that our disclosure controls and procedures are not effective, at the reasonable assurance level, containing material weaknesses in internal controls  as of the end of the period covered by this report to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (1) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) is accumulated and communicated to management, including our Office of the CEO and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure due to the Company’s limited internal resources and lack of ability to have multiple levels of  review and Lack of internal control environment and lack of formal documentation of internal control policies Also due to limited resources available to have additional staff to our accounting office there is inadequate segregation of duties. This lack of capital and consequential lack of staff has resulted in insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

(b) Management's report on internal control over financial reporting.

Our Chief Executive Officer as well as our Chief Financial Officer, I. Andrew Weeraratne, is responsible for establishing and maintaining adequate internal control over financial reporting. Mr. Weeraratne has assessed the effectiveness of the Company's internal control over financial reporting as of the end of the period covered by this

12

report based on the criteria for effective internal control described Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment Mr. Weeraratne has concluded that, as of the end of the period covered by this report, the Company's internal control over financial reporting is not effective due to insufficient written policies and procedures and inadequate segregation of duties and lack of multiple levels of reviews and effective risk assessment, as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review and segregate duties Due to our limited activities where all cash disbursements can be easily accounted and due to the quarterly review process with our auditors, management believes that the financial statements and other information presented herewith are materially correct.

(c) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.  Risk Factors

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.  Defaults upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None

Item 6.  Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

 

Pursuant to the requirements 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.

			Capax Inc.
Date: Feb 1, 2018			By:	/s/ I. Andrew Weeraratne
				Name: I. Andrew Weeraratne
				Title: Chief Executive Officer          (Principal Executive Officer)          Chief Financial Officer          (Principal Accounting Officer)          (Principal Financial Officer)

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