What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2018-05-14 compared with 2018-02-01 · 53 added, 53 removed, 158 unchanged (40% of the section changed)

2 unchanged sentences

Balance Sheets

December 31, 2017

March 31, 2018

September 30, 2017

8 unchanged sentences

$.0001 par value;

30,000,000 and 10,000,000 shares authorized, no shares issued and outstanding for December 31, 2017 and September 30, 2017, respectively

30,000,000 and 10,000,000 shares authorized, no shares issued and outstanding for March 31, 2018 and September 30, 2017, respectively

Class A Common stock:

$.0001 par value;

900,000,000 shares authorized and 11,041,600 issued & outstanding for December 31, 2017 and 900,000,000 shares authorized, 10,967,000 shares issued and outstanding for September 30, 2017

900,000,000 shares authorized and 11,041,600 issued & outstanding for March 31 2018 and 900,000,000 shares authorized, 10,967,000 shares issued and outstanding for September 30, 2017

Class B Common stock:

$.0001 par value;

70,000,000 shares authorized for December 31, 2017 & September 30, 2017 and, 7,000,000 shares issued and outstanding for same periods

70,000,000 shares authorized for March 31, 2018 & September 30, 2017 and, 7,000,000 shares issued and outstanding for same periods

Additional paid-in capital

30 unchanged sentences

Notes to Unaudited Financial Statements

December 31, 2017

March 31, 2018

NOTE 1 DESCRIPTION OF BUSINESS

4 unchanged sentences

and currently focusing on setting up a chain of bakery-cafes that we hope to franchise in the future.

On May 8, 2018 the Company acquired 100% of Reborn Holding Inc., (RB) that operates a wholesale coffee business along with two retail coffee shops in exchange for newly issued shares of Capax Inc., that gave the owners of RB 95% ownership of Capax Inc.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

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.

The accompanying financial statements include the accounts of the Company for the six months ending March 31, 2018 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.

4 unchanged sentences

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 Companys Annual Report on Form 10-K have been omitted.

Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended September 30, 2017 as reported in the Companys Annual Report on Form 10-K have been omitted.

New Accounting Pronouncements

11 unchanged sentences

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.

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.

2 unchanged sentences

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.

We are authorized to issue an aggregate number of 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 preferred stock, $0.0001 par value 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.

3 unchanged sentences

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 March 31, 2018 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.

During the six months ended March 31, 2018, we have sold 74,600 registered common shares, and have deposited $11,190 in our bank.

NOTE 4 LOAN FROM OFFICER

4 unchanged sentences

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 GOING CONCERN ISSUE

The financial statements has been prepared on the going concern basis which assumes the company and consolidated entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from the date the financial report was authorized for issue.

The Company has an accumulated deficit of $55,796 as at March 31, 2018, as well as recurring losses and negative cash from operations.

Those factors raise substantial doubt about the Companys ability to continue as a going concern.

Management of the Company has executed a merger agreement with a private business that we believe may generate adequate cash flow or would be able to raise adequate funds to resolve this issue.

The financial

statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern .

NOTE 7 SUBSEQUENT EVENTS

This share exchange is construed as a reverse merger.

In anticipation of this reverse merger, at a Board of Directors meeting on March 16, 2018 the Board approved the CEO Andrew Weeraratne (AW) to convert his 7,000,000 class B common stock to Class A common stock upon the execution of the merger agreement.

Also the Board approved the cash balance in the bank to be paid as a bonus to AW since the Company at the point of the merger will transfer no assets or liabilities to RB.

Therefore AW withdrew the cash balance of $62,645 in the bank on May 9, 2018.

Managements Discussion and Analysis of Financial Condition and Results of Operations

6 unchanged sentences

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.

When we set up Capax, our primary objective was to set up a bakery-café chain with an eye to franchising these bakery-cafes.

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.

We were a shell company as defined by Rule 405 of the Securities and Exchange Commission primarily because we had no nnominal operations until we acquired RR.

As a result, an investment in the Company would likely to be an illiquid investment.

An investor should consider the potential illiquidity of the Companys securities before investing in the Company.

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.

Capax plans to lease and improve the leasehold to have a unique architecture to set up a chain of coffee and 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:

4 unchanged sentences

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

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.

We believe the coffee and 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.

As stated above we acquired RB a wholesale coffee business with two retail stores based in California and plan to expand this to multiple locations.

We are currently looking to raise capital to establish these new locations and our ability implement our plans will be affected if we are not able to raise enough funds.

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.

Our net loss attributable to common shareholders for the six months from October 1, 2017 to March 31, 2018 is $28,741.

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.

We were inactive for the period of October 1, 2016 to March 31, 2017 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.

We have estimated that we will require approximately $300,000 of capital to buy a currently operating coffee-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.

With our purchase of RB, if such capital does not become available, we will be able to survive only from month to month.

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 wont 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 get some capital, we believe our operational strategy which focuses on running a low overhead operation will avail us to manage our current operational activities (excluding acquiring retail coffer stores and bakery-cafes that we wont begin until we raise capital from our current offering) long enough to build our brand name.

Due to the acquisition of RB, we believe our monthly burn rate to be approximately $100,000 without RB we expect the burn rate to be about $6,000 per month.

The Company had approximately $68,645 in cash on hand as of March 31, 2018.

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 6 months.

12 unchanged sentences

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.

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 $55,796 and $27,055 as of March 31, 2018 and September 30, 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.

As of March 31, 2018, our current assets were $68,645 totally consisted of cash in bank.

We have no current liabilities.

Stockholders equity was $68,645.

The weighted average number of shares outstanding was 17,990,774 for the period ending December 31, 2017.

The weighted average number of shares outstanding was 18,041,600 for the period ending March 31, 2018.

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.

The weighted average number of shares outstanding was 12,901,118 for the period from October 1, 2017 to March 30, 2018.

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.

For the six months ended March 31, 2018, net cash flows used in operating activities was $28,741.

We had no activities for the corresponding period in the previous fiscal year.

Cash Flows from Investing Activities

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

There were no investing activities for the periods ended March 31, 2018 or 2017.

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.

During the six months ended March 31, 2018, net cash flows from financing activities was $7,083, net of $4,107 paid back of related party loan.

Off Balance Sheet Arrangements

5 unchanged sentences

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,

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.

The estimates are evaluated by management on an ongoing basis, 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.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements