Correspondence 0001683168-23-007402 from Londax Corp. (CIK 0001985554) (LDXC)
Londax Corp. (CIK 0001985554)
Date: Oct. 25, 2023 · CIK: 0001985554 · Accession: 0001683168-23-007402
AI Filing Summary & Sentiment
File numbers found in text: 333-274140
Letter
United States Securities and Exchange Commission Division of Corporate Finance Re: Londax Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed September 26, 2023 File No. 333-274140
Dear Ms.Mansaray,
LONDAX CORP. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") amendment number 2 to the registration statement on Form S-1 (the "Registration Statement") in response to the Commission's comments, dated October 11, 2023 (the "Comment Letter"), with reference to the Company's registration statement on Form S-1 filed with the Commission on August 22, 2023.
In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. Please be advised that the definition of a shell company does not turn on the company's active pursuit of a business plan, but rather on the nature and size of its business operations and assets. In this regard, please provide additional disclosure regarding the two contracts for CRM program development including the material terms of these agreements, status of the development of your CRM platform and expenses to date on developing your platform.
RESPONSE: We have provided additional disclosure as follows:
We have entered and fulfilled two contracts with the same material terms:
1. Contract #1 Effective Date: June 17, 2023. Our company delivered the CRM Program within 30 days from the Effective Date.
2. Contract #2 Effective Date: July 18, 2023. Our company also delivered the CRM Program within 30 days from the Effective Date.
In both contracts, we were responsible for designing, developing, and implementing a CRM software system to meet the customers' internal customer service needs. After the CRM Program was delivered, a 30-day service and maintenance period were provided during which we addressed any issues, bugs, or performance-related concerns.
Each of two customers agreed to pay us a total sum of $5,300 for the services rendered. Upon full payment, the customer gains ownership of all rights, title, and interest in the CRM Program.
As of October 15, 2023, we have prepaid $5,000 for the development of our platform and are scheduled to pay an additional $5,000 at the end of October 2023. Currently, we are in the discovery and planning phase of our platform development. The next phase of platform development, the Design phase, is set to begin in December 2023.
Security Ownership of Certain Beneficial Owners and Management, page 31
2. We note your response to prior comment 7 and reissue the comment as your disclosure continues to refer to the beneficial ownership as of May 31, 2023.
RESPONSE: We have updated our beneficial ownership disclosure as of a recent practicable date
Note 6 - Commitments and Contingencies, page F-8
3. In response to prior comment 11, you clarified that the office was provided by your sole officer and president Mr.Olegs Pavlovs for free use, without any payment. Please tell us how you intend to account and reflect the expense paid by Mr. Olegs Pavlovs on your behalf within your financial statements. Note that any obligations paid by any related parties on behalf of the registrant must be reflected in the registrant’s financial statements as an operating expense and a corresponding credit to additional-paid-in-capital. Refer to SAB Topic 5T.
RESPONSE: We have added the following information to Note 6 of our financial statements:
We intend to account for and reflect the expenses paid by Mr. Olegs Pavlovs on our behalf within our financial statements. Any obligations paid by related parties on behalf of the registrant will be recorded in the registrant's financial statements as operating expenses, with a corresponding credit to additional-paid-in-capital. This approach is in accordance with SAB Topic 5T.
Please direct any further comments or questions you may have to the company at londaxcorp@protonmail.com
Thank you.
Sincerely,
/S/ Olegs Pavlovs
Show Raw Text
CORRESP
1
filename1.htm
LONDAX CORP.
Puces iela 47, Riga,
Latvia LV-1082
+372 712 1419
londaxcorp@protonmail.com
October 25, 2023.
Ms. Mariam Mansaray
United States
Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Re: Londax Corp.
Amendment No. 1 to Registration Statement on
Form S-1
Filed September 26, 2023
File No. 333-274140
Dear Ms.Mansaray,
LONDAX CORP. (the “Company”)
herewith files with the Securities and Exchange Commission (the "Commission") amendment number 2 to the registration statement
on Form S-1 (the "Registration Statement") in response to the Commission's comments, dated October 11, 2023 (the "Comment
Letter"), with reference to the Company's registration statement on Form S-1 filed with the Commission on August 22, 2023.
In addition to the Amended Registration Statement,
the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used
herein refers to the Company):
Amendment No. 1 to Registration Statement on
Form S-1
Cover Page
1. Please be advised that the definition of a shell company does not turn on the company's active pursuit
of a business plan, but rather on the nature and size of its business operations and assets. In this regard, please provide additional
disclosure regarding the two contracts for CRM program development including the material terms of these agreements, status of the development
of your CRM platform and expenses to date on developing your platform.
RESPONSE: We have provided additional disclosure
as follows:
We have entered and fulfilled two contracts with
the same material terms:
1.
Contract #1 Effective Date: June 17, 2023. Our company delivered the CRM Program within
30 days from the Effective Date.
2.
Contract #2 Effective Date: July 18, 2023. Our company also delivered the CRM Program within
30 days from the Effective Date.
1
In both contracts, we were responsible for designing,
developing, and implementing a CRM software system to meet the customers' internal customer service needs. After the CRM Program was delivered,
a 30-day service and maintenance period were provided during which we addressed any issues, bugs, or performance-related concerns.
Each of two customers agreed to pay us a total
sum of $5,300 for the services rendered. Upon full payment, the customer gains ownership of all rights, title, and interest in the CRM
Program.
As of October 15, 2023, we have prepaid $5,000
for the development of our platform and are scheduled to pay an additional $5,000 at the end of October 2023. Currently, we are in the
discovery and planning phase of our platform development. The next phase of platform development, the Design phase, is set to begin in
December 2023.
Security Ownership of Certain Beneficial Owners
and Management, page 31
2. We note your response to prior comment 7 and reissue the comment as your disclosure continues to refer
to the beneficial ownership as of May 31, 2023.
RESPONSE: We have updated our beneficial
ownership disclosure as of a recent practicable date
Note 6 - Commitments and Contingencies, page
F-8
3. In response to prior comment 11, you clarified that the office was provided by your sole officer and president Mr.Olegs Pavlovs for free
use, without any payment. Please tell us how you intend to account and reflect the expense paid by Mr. Olegs Pavlovs on your behalf within your financial statements. Note
that any obligations paid by any related parties on behalf of the registrant must be reflected in the registrant’s financial statements
as an operating expense and a corresponding credit
to additional-paid-in-capital. Refer to SAB Topic 5T.
RESPONSE: We have added the following information
to Note 6 of our financial statements:
We intend to account for and reflect the expenses
paid by Mr. Olegs Pavlovs on our behalf within our financial statements. Any obligations paid by related parties on behalf of the registrant
will be recorded in the registrant's financial statements as operating expenses, with a corresponding credit to additional-paid-in-capital.
This approach is in accordance with SAB Topic 5T.
Please direct any further comments or questions
you may have to the company at londaxcorp@protonmail.com
Thank you.
Sincerely,
/S/ Olegs Pavlovs
Olegs Pavlovs, President
2