Reborn Coffee, Inc. 10-K

ITEM 9A. 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 Annual Report on Form 10-K. 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. 7 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 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 year ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 8 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY The following individuals serve as our executive officers and members of our board of directors: Name Age Positions I. Andrew Weeraratne 67 Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Director Eugene Nichols 71 Secretary, Treasurer, Director Goran Antic 43 Director Michael Laub 51 Director DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The following individuals serve as our executive officers and members of our board of directors: I. Andrew Weeraratne, age 67, Chief Executive Officer, Chairman of the Board of Directors and Chief Financial Officer Mr. Weeraratne has served as our Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors since inception. Mr. Weeraratne had been an entrepreneur since he was 14-years old and has been involved in various start-up ventures in many parts of the world, including Asia, the Middle East, Europe and the U.S., in a variety of industries including communications, construction, and entertainment in addition to forming various global joint ventures. From October 2013 to January 2017, Mr. Weeraratne served as the Chief Executive Officer and Chief Financial Officer for NGFC Equities Inc. (“NGFC”), a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC reverse-merged with Quest Energy Inc. and the name of NGFC was changed to American Resources Corporation and currently has the symbol “AREC,” on the OTCQB. From February 2000 to the present time he serves as president of Passerelle Corp., a private investment company on a part time basis while managing a few private investment partnerships. Mr. Weeraratne was chief financial officer of China Direct, Inc. (Nasdaq: CDII) from February 2009 to May 2009. From August 2004 to December 2008, Mr. Weeraratne acted as a financial consultant working in a variety of industries including work with the Embassy of the United States of America in Iraq as a financial advisor to form an Iraqi Accounting Association to introduce International Accounting Standards to Iraq as part of a plan to privatize State owned enterprises after the Iraq war. From December 1998 to February 2000, Mr. Weeraratne was the chief financial officer of National Lampoon, Inc. (formerly known as J2 Communications), a provider of branded comedic content. From November 1996 to December 1998, Mr. Weeraratne was the controller for Beachport Entertainment Corp., a provider of family entertainment and sporting events and television programming. From 1990 to 1996 Mr. Weeraratne was the chief financial officer of Business Resource Exchange, a business consulting company that identified, acquired and resold undervalued companies. From 1982 to 1989, Mr. Weeraratne managed his own CPA firm in Washington D.C. representing foreign clients with investments in the U.S. and in International taxation matters. Mr. Weeraratne has been a Florida licensed Certified Public Accountant since 1981. He is also an author, and wrote a book entitled “Uncommon Commonsense Steps to Super Wealth,” where he illustrates how some people beginning with very little ended up in the list of richest people on earth by focusing only one out of four ways to make their wealth. Mr. Weeraratne devotes approximately 80 % of his time to our business and affairs. Eugene Nichols, age 71, member of the Board of Directors, Secretary, Treasurer Mr. Nichols has served as a director, the secretary and the treasurer of our Company since May 2017. Mr. Nichols has over 30 years of sales, management and marketing experience with a Fortune 100 company. From October 2013 to January 2017, Mr. Nichols served as the President and a member of the Board of Directors for NGFC 9 Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC was reverse merged with American Resources Corporation and currently has the symbol “AREC.” He began his professional career as a sales representative at Beecham Massengill in Bristol, Tennessee, where he was employed from 1972 to 1976. From May 1976 until October 2002 he was employed with Abbott Diagnostic for 26 years holding various positions including sales executive, sales trainer, district manager and director advertising and communication. Mr. Nichols was retired from October 2002 until March 2007. Mr. Nichols’ professional experience also includes, the part time work he did, in the start-up and majority ownership of Communication Exchange Inc. and Visa Exchange, Inc., in Washington D.C., from 1988 to 1991, co-owner of Foxfire Golf Course in Waupaca, Wisconsin (1995 until 2004) and managing partner of Power Management Electrical Consultants, an electrical consulting firm in Pasadena, Maryland from March 2007 until June 2011. Mr. Goran Antic age 43, Member of the Board of Directors Mr. Antic has served as a director of our Company since May 2017. He began his career with Getinge Sterilization factory (division of Getinge Group), a public company based in Sweden which is one of the largest medical supply companies in the world in 1990 as an assembler and then moved to the testing department of Getinge Group in 1995. He worked in that division till 1999 and then was promoted to be an international service engineer of Getinge Sweden which is another subsidiary of Getinge Group. In 2005, Mr. Antic was transferred to Getinge International branch in Miami, Florida as a service manager for Latin America and Caribbean islands. Mr. Antic began ECI-LATAM Inc. in April of 2014 with an agreement with Getinge International to serve the same client base through his own company, ECI-LATAM Inc. Mr. Antic had his education as an electronic engineer at Kattegat Institution in Halmstad, Sweden. Mr. Michael Laub age 51, Member of the Board of Directors Mr. Laub has served as a director of our Company since May 2017. He began his career in the Real Estate industry as a Licensed Loan Officer in 1988. Soon after he earned his “Brokers” License for Real Estate Financing and established his first brokerage office in Southern California in 1990. His practice grew to include both mortgage finance offices and real estate sales offices in South Orange County, California. Both managed by Mr. Laub till 2008. After a successful 20-year career in the real estate industry, Mr. Laub looked for new business challenges and directed his focus toward the “clean energy” sector in July, 2008. Recognizing the substantial cost savings in operating Compressed Natural Gas (“CNG”) fueled vehicles vs Gasoline vehicles was his catalyst. Michael began buying and selling CNG vehicles across the country. By the June of 2009, that experience and the healthy demand he witnessed nationally for cleaner burning, more cost-effective vehicles, led him on the search for CNG conversion kits and components to start converting existing gasoline+diesel vehicles to run on CNG. From early on the focus for Mr. Laub was to provide quality CNG conversion systems, parts and accessories to small and large vehicle fleets across the country. Soon thereafter Mr. Laub realized the necessity to educate the automobile technicians on proper safety installation and maintenance practices. Thus, he began a company entitled “CNG United LLC,” an Alternative Fuels, safety & education company. Within the following year, in 2010 he created a CNG educational curriculum for automotive technicians providing them an opportunity to earn two (2) CNG certifications while following his comprehensive step by step policies & procedures to ensure a successful and safe vehicle conversion. Mr. Laub currently manages CNG United, and utilizes this company to conduct vehicle conversions and safety training classes nationally. CNG United also sells state-of-the-art conversion systems, CNG parts & accessories to their national network of CNG technician graduates, as well as corporate fleets and municipalities and are proud to be entering their Tenth Year Anniversary in the Alternative Fuel Industry in 2018. You can learn more about CNG United, LLC at: www.cngunited.com Ms. Kazuko Kusunoki Vice President Administration From October 2013 to January 2017, Ms. Kusunoki served as the vice President Administration for NGFC Equities Inc. (“NGFC”) a public company that was listed on the OTCQB under the ticker “NGFF.” In January 2017, NGFC was reverse merged with American Resources Corporation and currently trading under the symbol “AREC.” Ms. Kazuko Kusunoki began her career as a freelance writer for magazines in Japan. From October 1991 to May 1994 10 she worked for Subaru International Co. Ltd in Tokyo, Japan as a Translator, Editor and Coordinator. From June 1994 to February 1996 she worked as a freelance translator working on software manuals, automobile magazines and other technical documents. From March 1996 to October 2000 Kazuko worked for Fujitsu Learning Media Limited in Tokyo, Japan as Software Localization Project Manager and Coordinator. She moved to the USA in 2001 and from 2001 to the present time she has been working as a freelance translator for various major translation companies, especially translating content on websites, for clients such as Eurail, Akamai, Citigroup and Mastercard etc. Kazuko has a BA in Commerce from Waseda University, Tokyo, Japan in March 1989 and got a certificate in Local Area Network support from UCLA Extension in California in June 2002. Kazuko’s responsibilities will include keeping a schedule of all the mandatory filings we have to with the SEC (once we are a public company) and tax authorities to assure they are done on time. Also she will be instrumental in doing our SEC filing using in-house software to edgarize and XBRL the process. She will also help us expand our operations in Japan by meeting with Japanese investors and business people. Kazuko Kusunoki is the wife of I. Andrew Weeraratne, the CEO and CFO of Capax Inc. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS During the past ten years, none of our directors or executive officers has been: ● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; ● convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; ● found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated; ● subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. None of our directors, executive officers or affiliates, or any beneficial owner of 5% or more of our common stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us. DIRECTOR INDEPENDENCE Mr. Antic and Mr. Laub are considered independent within NYSE MKT’s director independence standards pursuant to the NYSE MKT Company Guide. AUDIT COMMITTEE We have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by board of directors as a whole. Because we only have one independent director, we believe that the establishment of these committees would be more form over substance. Further, because we have no operations, at the present time, we believe the services of financial experts are not warranted. 11 Mr. Weeraratne is considered an “ audit committee financial expert ” within the meaning of Item 401(e) of Regulation S-K. In general, an “ audit committee financial expert ” is an individual member of the audit committee or board of directors who: · understands generally accepted accounting principles and financial statements; · is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; · has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements; · understands internal controls over financial reporting; and · understands audit committee functions. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of, and transactions in our Common Stock to the SEC. Such Directors, executive officers and 10% shareholders also are required to furnish us with copies of all Section 16(a) reports they file. CODE OF BUSINESS CONDUCT AND ETHICS We have adopted a Code of Business Conduct and Ethics that applies to our executive officers and any other persons performing similar functions. This Code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the SEC. A copy of our Code of Business Conduct and Ethics has been filed with the SEC as an exhibit to the registration statement that we filed with the SEC. ITEM 11. EXECUTIVE COMPENSATION Executive Compensation The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers who served at the end of the periods of September 30, 2017 and September 30, 2016, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. For the fiscal year ended September 2017 and 2016 our directors except the CEO/director were not given any cash compensation. On February 21, 2017 the Company issued the following shares of Class A common stock as founders’ shares to the following officers and directors Andrew Weeraratne, Eugene Nichols, Goran Antic and Michael Laub for a total of $540. that Mr. Weeraratne paid to the Company. Name Title # of Shares Consideration ($) I. Andrew Weeraratne Chief Executive Officer, Chairman of the Board of Directors 4,000,000 $ 400.00 Eugene Nichols Director 1,000,000 $ 100.00 Groan Antic Director 200,000 $ 20.00 Michael Laub Director 200,000 $ 20.00 Compensation for the future will be determined when and if additional funding is obtained. 12 Summary Compensation Table – Officers The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers who served at the end of the periods of September 30, 2017 and September 30, 2016, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. Compensation for the future will be determined when and if additional funding is obtained. Summary Compensation Table – Officers (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Salary Bonus Stock Awards Option Awards Non-equity Incentive plan compensation Change in Pension Value and Nonqualified deferred compensation earnings All other Compen-sation Total Name and principal position Year ($) ($) ($) ($) ($) ($) ($) ($) I. Andrew Weeraratne, CEO, CFO 2017 6,000 -0- -0- -0- -0- -0- -0- -0- I. Andrew Weeraratne, CEO, CFO 2016 -0 -0- -0- -0- -0- -0- -0- -0- (1) There is no employment contract with Mr. Andrew Weeraratne at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. The amount of value for the services of Mr. Weeraratne was determined by agreement for shares in which he received as a founders for (1) control, (2) willingness to serve on the Board of Directors and (3) participation in the foundational days of the corporation. The amount received by Mr. Weeraratne is not reflective of the true value of the contributed efforts by Mr. Weeraratne and was arbitrarily determined by the company. (2) On June 1, 2017, at a Board of Directors meeting the board passed a resolution to pay $2,000 per month compensation plus any expense reimbursements to its Chief Executive Officer until the Company has a successful offering. The amount of this compensation is based on the current cash flow situation and the cash flow needs currently and in the immediate future and not based on the fair market value of the services the CEO is providing the Company currently. We have no employment agreement with any officers or directors of the Company and no other officers or directors were paid any compensation except expense reimbursements. Director Compensation Table (a) (b) (c) (d) (e) (f) (g) (h) Fees earned or paid in cash Stock Awards Option Award(s) Non-equity Incentive plan compensation Change in Pension Value and Nonqualified deferred compensation earnings All other Compen-sation Total Name and principal position ($) ($) ($) ($) ($) ($) ($) I Andrew Weeraratne Chairman of the Board of Directors -0- -0- -0- -0- -0- -0- -0- Eugene Nichols, Director -0- -0- -0- -0- -0- -0- -0- Goran Antic, Director -0- -0- -0- -0- -0- -0- -0- Michael Laub, Director -0- -0- -0- -0- -0- -0- -0- CHANGE OF CONTROL As of September 30, 2017, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 13 The following table presents information concerning the beneficial ownership of the shares of our Common Stock as of November 30, 2017, by: (i) each of our named executive officers and current directors, (ii) all of our current executive officers and directors as a group and (iii) each person we know to be the beneficial owner of 5% of more of our outstanding shares of common stock. Unless otherwise specified, the address of each beneficial owner listed in the table is c/o Capax Inc., 7135 Collins Ave, No 624, Miami Beach, Florida 33141. Name Number of Shares of Class A Common Stock Beneficially Owned (1) Percent of Class A Common Stock Owned (2) Number of Shares of Class B Common Stock Beneficially Owned (1) Percent of Class B Common Stock Owned (3)(4) Voting Control by Officers & Directors Percent of Voting Control by Officers & Directors (5) Officers and Directors I. Andrew Weeraratne (3) Chairman of the Board of Directors, CEO, CFO 4,000,000 36.23 % 7,000,000 100 % 74,000,000 91.31 % Eugene Nichols, Director 1,000,000 9.06 % 1,000,000 1.23 % Goran Antic, Director 200,000 1.81 % 200,000 0.25 % Michael Laub, Director 200,000 1.81 % 200,000 0.25 % All Directors and Officers as a Group (4 persons) 5,400,000 48.91 % 7,000,000 100 % 75,400,000 93.04 % 5% Holders Tom and Jayne Avery 600,000 5.43 % 600,000 0.74 % Par Holding Partnership 600,000 5.43 % 600,000 0.74 % Christopher Higgins 600,000 5.43 % 600,000 0.74 % Nabil Barakat 600,000 5.43 % 600,000 0.74 % All Directors, Officers and 5% Holders as a Group (8 persons) 7,800,000 70.65 % 7,000,000 100 % 77,800,000 95.26 % (1) A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days from November 30, 2017, upon exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised; (2) Based on 11,041,100 shares of common stock outstanding as of November 30, 2017. These percentages have been rounded for convenience; (3) Mr. Weeraratne also owns 7,000,000 shares of Class B common stock, which has 10:1 voting rights and is convertible into shares of Common Stock on a 1:1 basis at the option of the holder; and (4) The address of Tom and Jayne Avery is 815 Canal Street, Turnersville, NJ 08012; The address of Christopher Higgins is 213 Bradley Ave, Bellmawr, NJ 08031-1302; The address of Nabil Barakat is 3735 Atlanta Industrial Parkway NW, Atlanta, GA 30331 (5) Andrew Weeraratne is the General Partner of Par Holding Partnership. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Mr. I Andrew Weeraratne is a founder and an organizer of the company and as such need to disclose any relevant transactions that Mr. Weeraratne will have with the company. Mr. Weeraratne received no compensation as a founder except the approval to buy 7,000,000 Class B common stock at par value of .0001 cents for a total value of $700.00 and 4,000,000 of Class A common stock at par value of .0001 cents for a total value of $400.00 as founding shares that Mr. Weeraratne purchased on May 12, 2017. Mr. Eugene Nichols, is a founder and organizer of the Company and our Secretary and Treasurer and a Director. Mr. Nichols, as a founder and organizer of the Company and thus needs to disclose any relevant transactions that he will have with the company. Mr. Nichols has received no compensation as a founder except the approval to purchase 1,000,000 Class A common stock at par value of .0001 for a total value of $100.00 that Mr. Weeraratne paid on his behalf to the Company on May 21, 2017. Mr. Goran Antic, is a founder and organizer of the Company and a Director. Mr. Antic, as a founder and organizer of the Company and thus needs to disclose any relevant transactions that he will have with the company. Mr. Antic has received no compensation as a founder except the approval to purchase 200,000 Class A common stock at par value of .0001 for a total value of $20.00 that Mr. Weeraratne paid on his behalf to the Company on May 21, 2017. Mr. Michael Laub, is a founder and organizer of the Company and a Director. Mr. Laub, as a founder and organizer of the Company and thus needs to disclose any relevant transactions that he will have with the company. Mr. Laub has received no compensation as a founder except the approval to purchase 200,000 Class A common stock at par value of .0001 for a total value of $20.00 that Mr. Weeraratne paid on his behalf to the Company on May 21, 2017 Also on May 21, 2017, as approved by the Board, Mr. Weeraratne paid the Company the 186.70 as cost of 1,867,000 Class A common stock as founding shares at the par value of $0.001 issued on behalf of a list of shareholders since Mr. Weeraratne believes that a network of loyal shareholders could help the Company accomplish its goals and it would make it much easier to set up an independent company, take it public and raise funds from the public with the help of a wider network of shareholders. These shareholders need to disclose any relevant transactions that they will have with the company. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES MaloneBailey, LLP is our independent registered public accounting firm. During fiscal years ended September 30, 2017 and 2016: - We incurred approximately $6,000 and $4,000 in fees respectively to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for the fiscal years ending September 30, 2017 and 2016. - We incurred approximately $1,000 in fees respectively to our principal independent accountants for professional services rendered in connection with consents on registration statements and the audit of our target for acquisitions. 15 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit No. Description of Exhibit (a) Financial Statements Filed herewith (b) Exhibits required by Item 601, Regulation S-K; (3.1) Articles of Incorporation of La Veles Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 3, 2017) (3.2) Amended Articles of Incorporation of Capax Inc. (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 3, 2017) (3.3) Bylaws of Capax Inc. (filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 3, 2017) (5.1) Opinion of Clifford L Hunt LLC (filed as Exhibit 5.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 3, 2017). (10.1) Form of Subscription Agreement (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 3, 2017) (11.0) Statement re: computation of per share earnings Note 2 to Financial Stmts. (14.0) Code of Business Conduct and Ethics (filed as Exhibit 14.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 3, 2017) (23.1) Consent of Malone Bailey LLP Filed herewith. (31.1) Certificate of Chief Executive Officer Filed herewith And Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (31.2) Certificate of Principal Financial and Accounting Officer Filed herewith Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32.1) Certification of Chief Executive Officer Filed herewith And Principal Financial and Accounting 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 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 16 Capax Inc. By: /s/ I. Andrew Weeraratne November 30, 2017 Name: I. Andrew Weeraratne Title: Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints I. Andrew Weeraratne, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated below. Signature Title Date /s/ I. Andrew Weeraratne Chief Executive Officer (PEO), Chairman of the Board of Directors November 30, 2017 I. Andrew Weeraratne /s/ I. Andrew Weeraratne Chief Financial Officer (Principal Accounting Officer) November 30, 2017 I. Andrew Weeraratne /s/ Eugene Nichols Director, Secretary, Treasurer November 30, 2017 Eugene Nichols /s/ Goran Antic Director November 30, 2017 Goran Antic /s/ Michael Laub Director November 30, 2017 Michael Laub 17 CAPAX INC. FINANCIAL STATEMENTS September 30, 2017 Index to Financial Statements Audited Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of September 30, 2017 and September 30, 2016 F-3 Statements of Operations for the years ended September 30, 2017 and 2016 F-4 Statements of Stockholders’ Equity for the years ended September 30, 2017 and 2016 F-5 Statements of Cash Flows for the years ended September 30, 2017 and 2016 F-6 Notes to the Financial Statements F-7 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Capax Inc. Miami Beach, Florida We have audited the accompanying balance sheets of Capax Inc. (The “Company”) as of September 30, 2017 and 2016, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company ’ smanagement. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Capax Inc. as of September 30, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ MaloneBailey, LLP www.malonebailey.com Houston, Texas November 30, 2017 F-2 Balance Sheets Capax,Inc. Balance Sheets September 30, 2017 September 30, 2016 ASSETS Current assets Cash and cash equivalent $ 90,303 $ - Total current assets 90,303 - Total assets $ 90,303 $ - LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Payable to related parties 4,107 Total current liabilities 4,107 Stockholders' equity Preferred stock: $.0001 par value; 30,000,000 and 10,000,000 shares authorized, no shares issued and outstanding for Sept, 30, 2017 & Sept, 30, 2016 respectively - - Class A Common stock: $.0001 par value; 900,000,000 shares authorized and 10,967,000 issued & outstanding for Sept 30 2017 and 230,000,000 shares authorized, 3,250,000 shares issued and outstanding for Sept 30, 2016 1,096 325 Class B Common stock: $.0001 par value; 70,000,000 & 60,000,000 shares authorized for Sept 30, 2017 & Sept 30, 2016 and, 7,000,000 & 5,000,000 shares issued and outstanding for same periods 700 500 Additional paid-in capital 111,455 - Retained deficit (27,055) (825) Total stockholders' equity 86,196 - Total liabilities and stockholders' equity $ 90,303 $ - - - The accompanying notes are an integral part of these financial statements. F-3 Statements of Operations Capax Inc. Statements of Operations Year ended Year ended Sept 30, 2017 Sept 30, 2016 Revenue - - Operating expenses Professional fees $ 6,345 $ - Administrative expenses 19,885 825 Total operating expenses 26,230 825 Loss from operations 26,230 825 Net loss (26,230) (825) Basic and diluted net loss per common share $ (0.00) $ (0.00) Basic and diluted weighted average number of common shares outstanding 12,901,118 8,836,301 The accompanying notes are an integral part of these financial statements. F-4 Statements of Stockholders’ Equity Capax Inc. Statement of Stockholders' Equity Additional Total Common Stock Class A Common Stock Class B Paid in Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Equity Balance at September 30, 2015 5,250,000 525 5,000,000 500 - - $ 1,025 Common stock bought back (2,000,000) (200) (200) Net loss (825) (825) Balance at September 30, 2016 3,250,000 325 5,000,000 500 - (825) - Common stock bought back (3,250,000) (325) (5,000,000) (500) 825 - - Common stock issued for cash 10,967,000 1,096 7,000,000 700 110,630 112,426 Net loss (26,230) (26,230) Balance at September 30, 2017 10,967,000 1,096 7,000,000 700 111,455 (27,055) $ 86,196 The accompanying notes are an integral part of these financial statements. F-5 Statements of Cash Flows Capax Inc. Statements of Cash Flows Year ended Year ended Sept 30, 2017 Sept 30, 2016 Cash flows from operating activities: Net loss $ (26,230) $ (825) Adjustments to reconcile net income from continuing operations to cash used in operating activities: Expense paid by related party treated as payable 6,843 - Net cash used in operating activities (19,387) (825) Financing activities: Payback related party loan (2,736) - Buyback of common stock - (200) Proceeds from sale of common stock 112,426 - Net cash provided by (used in) financing activities 109,690 (200) Net increase (decrease) in cash 90,303 (1,025) Cash at beginning of period - 1,025 Cash at end of period $ 90,303 $ - Supplemental disclosures: Cash paid for: Interest $ - $ - Income taxes $ - $ - The accompanying notes are an integral part of these financial statements. F-6 Capax Inc. Notes to Financial Statements September 30, 2017 and September 30, 2016 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 that business plan 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 years ending September 30,2017 and September 2016. Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities. Actual results could vary from those estimates. 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 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. b. Cash and Cash Equivalents Cash consists of cash balances on deposit. The Company believes no significant concentration of credit risk exists with respect to these cash balances. The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2017 or at September 30, 2016. F-7 c. Income taxes The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. We recognize interest and penalties related to unrecognized tax benefits in operating expenses. As of September 30, 2017 and 2016, there were no unrecognized tax benefits nor interest or penalties accrued related to unrecognized tax benefits, nor were any interest and penalties recognized during the years ended September 30, 2017 or September 30, 2016. d. Basic and Diluted Net Loss Per Share The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted 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 September 30, 2017 and 2016, the Company had no potential dilutive shares outstanding. e. Stock Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees. The Company follows ASC Topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. There were no stock-based compensation expense, related to all of the Company’s stock-based awards, recognized for the years ended September 30, 2017 and 2016. f. Related Party Transactions We consider all who own more than 5% shares and equity method investments to be related parties and record any transactions between them and the Company to be related party transactions and disclose such transactions on notes to the Financial Statements. Under ASC 850, examples of related party transactions also include those between: - A parent entity and its subsidiaries - Subsidiaries of a common parent, an entity and trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management - An entity and its principal owners, management, or members of their immediate families and affiliates Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. For example, an entity may receive services from a related party without charge and not record receipt of the services. While not providing accounting or measurement guidance for such transactions, this Topic requires their disclosure nonetheless. g. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company F-8 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. NOTE 3 – NOTE PAYABLE 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. In the month of June and July 2017 the CEO had expenses of $1,764 incurred in his credit cards that was reimbursed in July 2017. In the month of August the CEO had expenses of $972 incurred and it was reimbursed to him in September 2017. In the months of September the CEO incurred expenses of $4,107 that had been accrued as of September 30, 2017 and was reimbursed in October 2017. NOTE 4 – 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 September 30, 2017 we have 7,000,000 Class B common stock outstanding and 10,967,000 Class A common stock outstanding. As of September 30, 2016 we have 5,000,000 Class B common stock outstanding and 3,250,000 Class A common stock outstanding. On August 13, 2015, the Company issued one of its founders, NGFC Equities Inc. 3,250,000 restricted Class A Common Stock priced at $0.0001 per share for a total value of $325 cash and 5,000,000 Class B Common Stock priced at $0.0001 per shares for a total value of $500 cash. Also the Company issued another founder Goran Antic 2,000,000 Class A Common Stock valued at the par value of $0.0001 per share for a total value of $200 cash. On January 6, 2016 the Company bought back 2,000,000 Class A Common Stock of the Company at par value for a total of $200 cash that one of the founders of the Company Goran Antic bought as a founding stockholder back to the Company at their purchase price of $.0001 per share. In January 2017, NGFC Equities Inc. (“NGFC”) one of the founder-shareholders of the Company merged with another company and as a part of that merger, NGFC gave the ownership it had of Capax back to the Company representing 3,250,000 Class A Common Stock and 5,000,000 of Class B Common stock for free. On 8th of February 2017 we filed an amendment to our Articles of Incorporation to increase our authorized shares to 1,000,000,000 shares of capital stock, of which (i) 900,000,000 shares are Common Stock, $0.0001 par value per share; (ii) 70,000,000 shares are Class B common stock, par value $0.0001 per share; and (iii) 30,000,000 shares of blank-check preferred stock, $0.0001 par value per share. F-9 February 12, 2017 the Board appointed I Andrew Weeraratne (“AW”) as the Chairman of the Board of directors, Chief Executive Officer and the Chief Financial Officer of the Company and approved him buying 4,000,000 Class A common stock and 7,000,000 Class B common stock at the par value of $0.0001 per share that he paid in cash of $400 and $700 respectively Also on February 12, 2017 the Board approved a list of individuals, who we believe could help us with the operation of the company, buying 3,267,000 Class A common stock at par value of $0.0001 per share that were paid $326 in cash. In May 2017 we sold 3,700,000 unregistered shares of our Class A Common Stock at $0.03 per share to eight investors and we deposited $111,000. We closed this offering on June 30, 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. NOTE 6 – INCOME TAXES As of September 30, 2017, the Company had net operating loss carry forwards of $27,055 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Components of net deferred tax assets, including a valuation allowance, are as follows at September 30, 2017 and September 30, 2016 9-30-17 9-30-16 Net Operating loss carry-forward $27,055 $825 Net adjustments to taxes 0 0 Adjusted NOL carry-forward 27,055 825 Total deferred tax assets 10,000 0 Less valuation allowances (10,000) (0) Net deferred tax asset $0 $0 In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2017. We have filed the September 30, 2015 and 2016 tax returns with the IRS and will be soon filing the September 30, 2017 tax return. They all are eligible for examinations by the IRS since the IRS has the right to audit any corporate tax returns within three years of the date they have been filed. NOTE 7 – SUBSEQUENT EVENTS In July 2017 we filed a Form S-1, a registration statement with the Security and Exchange Commission to sell 15,000,000 Class A common stock, and on August 15, 2017 we got effective from the SEC to sell those 15,000,000 registered shares. As of September 30, 2017 we have not sold any of such registered shares since we were waiting a few States approvals from the States we plan to sell them. We are currently selling those shares. As of the filing date of this report, we have sold 74,100 registered common stock and have deposited $ 11,115 in our bank. F-10