0001165527-18-000105.txt : 20181126 0001165527-18-000105.hdr.sgml : 20181126 20180607095814 ACCESSION NUMBER: 0001165527-18-000105 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20180607 DATE AS OF CHANGE: 20181025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXELEREX CORP. CENTRAL INDEX KEY: 0001724001 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 352606208 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-224157 FILM NUMBER: 18885446 BUSINESS ADDRESS: STREET 1: 30 FRITZ-KIRSCH-ZEILE CITY: BERLIN STATE: 2M ZIP: 12459 BUSINESS PHONE: 201-383-2959 MAIL ADDRESS: STREET 1: 616 CORPORATE WAY SUITE 2 #4733 CITY: VALLEY COTTAGE STATE: NY ZIP: 10989 S-1/A 1 g8563.htm
As filed with the Securities and Exchange Commission on June 7 , 2018
Registration No: 333 -224157

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-1 /A1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
AXELEREX CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
 
7819
 
35-2606208
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)

Sergey Peredkov
President/Secretary
30 Fritz-Kirsch-Zeile
Berlin, 12459
Germany
E-mail: Axelerex.corp@gmail.com
Web Site: http://www.axelerex.com
 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Nevada Registered Agents LLC
401 Ryland St.
STE  200 A
Reno, NV 89502
(775) 401-6800 Tel
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies To:
Benjamin L. Bunker, Esq.
The Bunker Law Group, PLLC 
3753 Howard Hughes Parkway, Suite 200,
Las Vegas, Nevada 89169
(702) 784-5990 Tel
888.460.8609 Fax
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated Filer
[  ]
 
Accelerated Filer
[  ]
Non-accelerated Filer
[  ]
 
Smaller reporting company
[X] 
(Do not check if a smaller reporting company) 
 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class
of Securities to
Be Registered
 
Amount to Be
Registered
   
Proposed Maximum
Offering Price
per Share (1)
   
Proposed Maximum
Aggregate Offering
Price
   
Amount of
Registration
Fee
 
                                 
Common Stock
   
10,000,000
   
$
0.01
   
$
100,000
   
$
12.45
 
Total
   
10,000,000
   
$
0.01
   
$
100.000
   
$
12.45
 
 
(1)
There is no current market for the securities; the price at which the shares are being offered has been arbitrarily determined by us; this price is used for the purpose of computing the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to Section 8(a), may determine.

 

 
The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
 
SUBJECT TO COMPLETION, dated _____ __, 2018
 
PRELIMINARY PROSPECTUS
 
AXELEREX CORP.
 
10,000,000 SHARES OF COMMON STOCK AT $0.01 PER SHARE
 
This Prospectus relates to the offering by Axelerex Corp. (“Axelerex,” “we,” “our,” the “Company” or the “Registrant”) of a total of 10,000,000 shares (the “Shares”) of our common stock on a "self-underwritten" basis at a fixed price of $0.01 per share.  
 
There is no minimum offering of the Axelerex shares.
 
We are a development stage company with limited earnings focusing on early-stage business activities.  This fact may impose some limitations on our shareholders’ ability to re-sell their shares in our company. Accordingly, investors should consider our shares to be a high-risk illiquid investment (see "Risk Factors" section).
 
These securities involve a high degree of risk, and prospective purchasers should be prepared to sustain the loss of their entire investment. There is currently no public trading market for the securities.
 
Management will have sole control over company’s accounts. We have not made arrangements to place the funds in an escrow account with a third party escrow agent due to the costs involved. As a result, investors are subject to the risk that creditors could attach these funds during the offering process (see "Use of Proceeds" and "Plan of Distribution" sections)
 
This is our initial public offering. Prior to this offering there has been no public market for our common stock and we have not applied for listing or quotation on any public market.  After the effective date of the registration statement, we intend to list our common stock on the Over-The-Counter Bulletin Board (OTCBB), which is maintained by the Financial Industry Regulatory Authority, Inc. (FINRA).
 
This Offering of shares will terminate 180 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed.
 
Our President will market our common stock and offer / sell the securities on our behalf. This is the best effort direct participation offering that will not utilize broker-dealer arrangement. No Officer or Director will receive any compensation for her/his role in selling shares in the offering.
 
Our Director and his affiliates have not acted as promoters nor do they have a controlling interest in any other companies prior to Axelerex Corp. (either viable or dormant).
 
The Company is considered an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and will be subject to reduced public company reporting requirements.
 
Before purchasing any of the common stock covered by this Prospectus, carefully read and consider the risk factors included in the section entitled “RISK FACTORS”.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.
 
You should rely only on the information contained in this Prospectus. We have not authorized any person to provide you with any information about this offering, Axelerex Corp., or the shares offered hereby that is different from the information included in this Prospectus.
 
 
The date of this Prospectus is June 7 , 2018.
 

Table of Contents

The following table of contents has been designed to help you find information contained in this Prospectus. We encourage you to read the entire Prospectus.

SUMMARY
3
   
RISK FACTORS
5
   
CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
10
   
USE OF PROCEEDS
10
   
DETERMINATION OF OFFERING PRICE
11
   
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
11
   
DIVIDENT POLICY
12
   
DILUTION
12
   
PLAN OF DISTRIBUTION
13
   
DESCRIPTION OF SECURITIES TO BE REGISTERED
14
   
SHARES ELIGIBLE FOR FUTURE RESALE
15
   
INTERESTS OF NAMED EXPERTS AND COUNSEL 15
   
EXPERTS 15
   
DESCRIPTION OF OUR BUSINESS
16
   
LEGAL MATTERS
21
   
MANAGEMENT
21
   
EXECUTIVE COMPENSATION
24
   
DIRECTORS COMPENSATION
24
   
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
25
   
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
25
   
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
26
   
MANAGEMENT'S DISCUSSION AND ANALYSIS
26
   
AVAILABLE INFORMATION
29
 
 
2

PART I

SUMMARY

This summary provides a brief overview of the key aspects of our offering. It may not contain all of the information that is important to you. You should read the entire Prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our common stock discussed under “Risk Factors,” and our financial statements and their accompanying notes.
 
In this Prospectus, “Axelerex,” “we,” “our,” the “Company” or the “Registrant” refer to Axelerex Corp., unless the context otherwise requires. Unless otherwise indicated, the term “fiscal year” refers to our fiscal year ending June 30.  Unless otherwise indicated, the term “common stock” refers to shares of the Company’s common stock, par value $0.001 per share.
 
The Company
 
Axelerex Corp. was incorporated in the State of Nevada on August 30, 2017. Our offices are located at 30 Fritz-Kirsch-Zeile, Berlin, 12459, Germany
 
We are a development stage company with limited earnings to date and nominal operations and assets with a focus on early-stage business activities such as proof of concept development, small production and promoting our products.  We intend strongly to tap into the fast growing market of visual information exchange.  Since incorporation, management has developed a detailed business plan to provide customers with unique and innovative solution for their advertising, training and presentation needs.
 
Our initial product comes in a form of highly customized short animation created in a technique and style that would make it stand out amongst common products of this type. These short animations, produced by our company, will help our customers to deliver desired information with a punch and in memorable and complete manner. Our aim is to develop Axelerex Corp. in phases.  The first phase of development will focus on design solutions. The second phase will be production and further development of new and ever more unique animation solutions.
 
We have identified our target market and obtained initial funding from Mr. Peredkov (our President and Director).
 
We will require additional funding in order to pursue our business objectives; there is no guarantee that we will be successful in this regard.

We will need to complete our offering in order to cover an estimated $15,500 in federal securities law compliance costs which includes $10,000 in accounting and auditing costs for the 12 month period following the effectiveness of our registration statement.
 
Currently, our President devotes approximately fifteen hours a week to the Company.  We will require the funds from this offering in order to fully implement our business plan (as discussed in the "Plan of Operation" section of this Prospectus).
 
Our financial statements from inception (August 30, 2017) through March 31, 2018 we have reported revenue of $360 . We anticipate incurring average quarterly operational costs of about $5,000 until our offering is completed.
 
Investors should be aware that our independent auditors have issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern for the next 12 months. We currently do not have any written agreements in place for any investments or loans from third parties. We must raise cash to implement our projects and expand our operations.
 
Investors must be aware that we do not have sufficient capital to independently finance our own plans.  We have no arrangements or contingencies in place in the event of ceased operations, in which case investors would lose their entire investment.
 
The Offering
 
We are offering, on a self-underwritten basis, a total of 10,000,000 shares of the common stock of our Company at a price of $0.01 per share.  This is a fixed price Offering.  This Offering of shares will terminate 180 days from the effective date of this Prospectus, although we may close the Offering on any date prior if the Offering is fully subscribed. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value.  The price does not bear any relationship to our assets, book value, historical earnings or net worth.
 
There is no minimum offering of the Axelerex shares; investors will not receive a return of their investment if all shares are not sold.
 
3

The purchase of the common stock in this offering involves a high degree of risk.  The common stock offered in this Prospectus is for investment purposes only; no market for our common stock currently exists.  Please refer to "Risk Factors" and "Dilution" sections before making an investment in our stock.

Securities Being Offered
 
10,000,000 shares of common stock
 
       
Offering Price
 
$0.01 per share
 
       
Offering Period
 
The shares are being offered for a period not to exceed 180 days from the effective date of this Prospectus
 
       
Number of Common Stock Issued and Outstanding
Before Offering
 
5,000,000 currently Issued and Outstanding Common Stock shares
 
       
Number of Common Stock to be Issued and Outstanding
After Offering
 
15,000,000 shares
 
       
Net Gross Proceeds to Our Company
 
$ 100,000
 
 
         
Use of Proceeds
 
Funding of business operations
 
         
Risk Factors
 
The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. (see “Risk Factors” section).
 
         
Going Concern
 
From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (August 30, 2017) through March 31, 2018 report revenue of $360 operating expenses of $ 5,971 .
 
 
Our President and Director does not intend to purchase any shares in this offering.
 
Summary Financial Information
 
The following tables set forth a summary of the Company’s financial information as provided in its Q1 2018 statements.  You should read this information together with our audited financial statements and the notes thereto appearing elsewhere in this Prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Balance Sheets:
 
 
 
March 31, 2018
 
       
Cash
 
$
1,212
 
Total assets
 
$
1,512
 
Current liabilities
 
$
2,123
 
Total stockholder's equity (deficit)
 
$
(611
)
 
Statements of operations:
 
 
 
For the Period
from August 30, 2017
(inception) through
March 31, 2018
 
       
Revenue
 
$
360
 
Total operating expenses
 
$
5,971
 
Net loss
 
$
($ 5,611
)

 
4

 
RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Prospectus before investing in our common stock. If any of the risks disclosed below occur, our business operating results and financial condition could be seriously harmed.
 
Please note that this is a best efforts offering with no minimum.  The company may not raise enough funds to pursue its business plan.
 
We do not plan to register our common stock under Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”) by filing a Form 8-A on a pre-effective basis.  The consequences to investors of us being a Section 15(d) registrant in comparison to a Section 12(g) registrant are as follows:  Under Section 15(d) of the Exchange Act, we are not required to file periodic reports if we have less than 300 holders of record for the fiscal year after the year of effectiveness.  If we do not register our securities under Section 12 of the Exchange Act, we may not have an ongoing periodic reporting obligation and will not be subject to the Commission’s proxy rules and Section 16 of the Exchange Act.
 
Risks Related to Our Business
 
Going Concern
 
Our independent has expressed substantial doubt about our ability to continue as a going concern.  This opinion could be based on limited operations to date, the need to secure additional financing to support our operating plan. We cannot guarantee full success of our business.  Our ability to fully setup our production facilities as well as to generate our product is dependent upon obtaining sufficient finances.  There is additional operational risk of product design/production to ensure customer satisfaction.  Our competitive position in North America within the industry in negligible in light of the recent start up.  We may be unable to attract enough customers to compete effectively.
 
As a development stage company, an investment in our Company is considered a high risk investment whereby you could lose your entire investment
 
We will incur significant expenses in order to implement our business plan, including estimated $15,500 in federal securities law compliance costs for the 12 month period following the effectiveness of our registration statement. As an investor, you should be aware of the difficulties, delays and expenses normally encountered by an enterprise in the development stage, many of which are beyond our control (such as unanticipated developmental expenses, inventory costs, employment costs, advertising and marketing expenses). We cannot assure you that our proposed business plan as described in this Prospectus will materialize or prove successful.
 
Our company may not sustain unless we find sufficient number of customers interested in our products
 
We have developed a new product that customers are not familiar with and it may take some time and marketing effort to properly introduce it to the potential customers.
 
Our business operations are dependent upon the funds to be raised in this offering.
 
We require the proceeds from this offering in order to expand our operations. It will enable us (after paying the expenses of this Offering) to develop and produce our short animations in 2018 and expand operations of our company in 2019.  We estimate that it will cost us $9,500 to organize our production facilities and produce our short animations as well as to cover all related licensing fees and the SEC compliance and filing expenses including legal fees.
 
It will also allow us to initiate our marketing plans and prepare support material such as promotional video, web site and web advertising with an estimated cost of $3,100.  We may need additional funds to further our business activities and to achieve a sustainable sales level where ongoing operations and expansion can be funded out of profits.  There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
 
Business evaluation is difficult since we have not yet commenced significant business activities
 
We were incorporated on August 30, 2017 and to date have been involved primarily in organizational activities.
 
We have generated $360 in revenue and have reported net loss of $ 5,611 from inception to March 31, 2018 .
 
You cannot evaluate our business or our future prospects due to our lack of operating history.  To-date, we have been involved in limited business activities. Potential investors should be aware of the difficulties normally encountered by development stage companies and the high rate of failure of such enterprises.  In addition, there is no guarantee that we will commence full business operations.
 
5

 
 
Furthermore, we anticipate that we will incur increased operating expenses without realizing any significant revenue.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate sufficient revenues from selling our short animations and customer consulting, we will not be able to continue operations.
 
If our President leaves the company prior to securing replacements, we will be left without management and our business operations would cease
 
We depend on the services of our President, Sergey Peredkov, and our success depends on the decisions made by him.  The loss of the services of our President could have an adverse effect on our business, financial condition and results of operations.  There is no assurance that our President will not leave the company or compete against us in the future, as we presently have no employment agreement with him.  In such circumstance, we may have to recruit qualified personnel with competitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations. Our failure to attract additional qualified employees or to retain the services of Mr. Peredkov could have a material adverse effect on our operating results and financial condition. We will fail without appropriate replacements.
 
Although our President is not currently receiving compensation for his services, he may decide to pay himself, which will adversely impact any potential net profit that we may generate
 
We are not currently compensating our President for providing management services to us.  In the future we might pay him compensation if the cash flow generated from operations significantly exceeds our total expenses.  Mr. Peredkov, as our President and Director, has the power to set his own compensation as he sees fit.  If he determines to compensate himself, it could have an adverse effect on our net profit, if any.
 
Our management has limited prior experience in the animation production industry and therefore may not be able to successfully manage the development and growth of our company in this field
 
Our management has limited experience in animation production.  Although Mr. Peredkov has over 17 years of experience in designing new scientific equipment, computer modeling, development of acquisition and data analysis software as well as management of research group operations.  However, Mr. Peredkov has limited experience in animation production and marketing. Therefore, this may result in serious missteps in development/implementation of our business plan.
 
Since our President and Director has no formal training in financial accounting and management, in the future, our disclosure and accounting controls may not be effective to comply with applicable laws and regulations, which could result in potential fines, penalties and assessments
 
Our President and Director has no formal training in financial accounting and management; however, he has been preparing the financial statements that have been audited and reviewed by our auditors (included in this Prospectus).  Furthermore, he is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the SOX Act).  Inability to create and implement the disclosure and accounting controls required under the SOX Act could result in fines, penalties and assessments against the company, and could ultimately cause you to lose your entire investment.
 
The lack of public company experience of our President and Director could adversely impact our ability to comply with the reporting requirements of U.S. securities laws
 
Mr. Sergey Peredkov, our President and Director, has had no responsibility for managing a public company in the United States, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002.  Such responsibility includes complying with federal securities laws and making required disclosures on a timely basis. In addition, Mr. Peredkov may not be able to implement programs and policies in an effective and timely manner or in a manner which adequately responds to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Exchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, in which event you could lose your entire investment. 
 
Our President and Director will allocate only a portion of his time – about fifteen hours a week to our business, which could have a negative impact on our success
 
Currently, our President and Director allocates only a portion of his time to the operation of our business.  If our business develops faster than anticipated, or if his other commitments require him to devote more substantial amounts of time than is currently planned, there is no guarantee that he will devote the time necessary to assure our successful operations. 
 
6

 
Our Executive Officers do not reside in the United States.
 
Our executive Officers do not reside in the United States. The U.S. stockholders would face difficulty in:
 
·
effecting service of process within the United States on our Officers; enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the Officers;
·
enforcing judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws in foreign courts against our Officers; and
·
bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against our Officers.
 
We are an "emerging growth company" and intend to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies; as a result our common stock may be less attractive to investors
 
We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012. We intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Such exemptions include, but not limited to: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. . We may take advantage of these reporting exemptions until we are no longer considered an emerging growth company, which in certain circumstances could be up to five years.  There may be a less active trading market for our common stock and our stock price may be more volatile. 
 
AS AN EMERGING GROWTH COMPANY, EXEMPTIONS FROM THE FOLLOWING PROVISIONS ARE AVAILABLE TO US:

1.
Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;
2.
Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;
3.
Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;
4.
Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and
5.
The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.
 
Risks Relating to Our Common Stock
 
There is no minimum offering of the Axelerex shares and investors will not receive a return of their investment if all shares are not sold.
 
Because our President and Director, who is also our sole promoter, will own 33% of the outstanding shares after this Offering, he will retain significant control of the Company, which in turn could decrease the price and marketability of the shares
 
Even if we sell all 10,000,000 shares of common stock of this Offering are sold, Mr. Peredkov will own 5,000,000 or 33.3% of total outstanding shares and will retain significant control.  As a result, Mr. Peredkov will have an ability to influence the Company as follows:
 
·
elect or defeat the election of our Directors;
·
amend or prevent amendment of our articles of incorporation or bylaws;
·
effect or prevent a merger, sale of assets or other corporate transaction; and
·
affect the outcome of any other matter submitted to the stockholders for vote
 
7

 
Moreover, because of the significant ownership position held by our insider, new investors may not be able to effect a change in the Company’s business or management, and therefore, shareholders would be subject to decisions made by management and the majority shareholder.
 
In addition, sales of significant amounts of shares held by Mr. Peredkov, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company; this could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
 
We are selling shares in this offering without an underwriter and may be unable to sell all of the shares; we may have to seek alternative financing to implement our business plans
 
This offering is self-underwritten, that is, we are not engaging the services of an underwriter to sell the shares. We intend to sell them through our President and Director, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates; however, there is no guarantee that he will be able to sell any/all of the shares. In the event we do not sell all of the shares before the expiration date of the Offering, we will have to seek alternative financing sources.  There is no provision to refund all or portion of the funds to our existing shareholders raised by selling company shares.
 
You will incur immediate and substantial dilution of the price you pay for your shares
 
Our existing stockholder acquired his shares at a cost of $0.001 per share, a cost per share that is substantially less than the amount you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.01 you pay for them (see the Dilution table).
 
The proceeds of our offering will be held in a standard corporate checking account (rather than an escrow account) until the Offering closes, it is possible that creditors of the company could attach these funds
 
Our management will have sole control over the withdrawal of funds. We have not made arrangements to place the funds in an escrow account with a third party escrow agent due to the costs involved. As a result, investors are subject to the risk that creditors could attach these funds during the offering process.
 
There is currently no public market for our securities, there can be no assurance that any public market will develop or that our common stock will be quoted for trading
 
There is no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering by the selling stockholders, or, if developed, be sustained. After the effective date of the registration statement of which this Prospectus is a part, we intend to identify a market maker to file an application with the Financial Industry Regulatory Authority (FINRA) to have our common stock quoted on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted.  We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, we cannot assure you that we will meet the acceptance criteria. Our common stock may never be quoted on the Over-the-Counter Bulletin Board, or, if quoted, a public market may not materialize.
 
Risk of losing investment
 
If our securities are not eligible for initial quotation, or if quoted, are not eligible for continued quotation on the Over-the-Counter Bulletin Board, or a public trading market does not develop, purchasers of the shares of common stock may have difficulty selling or be unable to sell their securities, rendering their shares effectively worthless and resulting in a partial or complete loss of their investment.
 
Purchasing penny stock limits investor’s ability to re-sell

The shares offered by this Prospectus constitute “penny stock” under the Exchange Act.  The shares will remain “penny stock” for the foreseeable future.  "Penny stock" rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income  exceeding  $200,000 or $300,000 together with a spouse).  For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase.

Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities.  Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks.  Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result.
 
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FINRA sales requirements may limit a stockholder’s ability to buy and sell our stock
 
FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for certain customers. FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.
 
State securities laws may limit secondary trading, restricting the states where you can resell the shares offered by this Prospectus
 
 If you purchase shares of our common stock sold pursuant to this offering, you may not be able to resell the shares in a certain state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited, which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of her investment.
 
If quoted, the price of our common stock may be volatile; you may not be able to sell your shares at or above the acquisition price
 
 Even if our shares are quoted for trading on the Over-the-Counter Bulletin Board following this offering and a public market develops for our common stock, the market price of our common stock may be volatile. It may fluctuate significantly in response to the following factors:  
 
·
variations in quarterly operating results;
·
our announcements of significant commissions and achievement of milestones;
·
our relationships with other companies or capital commitments;
·
additions or departures of key personnel;
·
sales of common stock or termination of stock transfer restrictions;
·
changes in financial estimates by securities analysts, if any; and
·
fluctuations in stock market price and volume.

Your inability to sell your shares during a decline in the price of our stock may increase losses that you may suffer as a result of your investment.
 
Since we do not intend to pay any dividends on our common shares, stockholders should rely on stock appreciation for any return on their investment
 
We have not declared or paid any dividends on our common stock since inception; we do not anticipate paying any such dividends for the foreseeable future.  Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.
 
Additional issuances of our securities may result in immediate dilution to existing shareholders
 
We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. We are authorized to issue up to 75,000,000 shares of common stock, of which 5,000,000 shares of common stock are currently issued and outstanding. Our Board of Directors has the authority over issuing additional shares of common, and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. We may issue shares in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing shareholders’ interests, which will negatively affect the value of your shares.
 
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We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002
 
Pursuant to Section 404 of the SOX Act, we will be required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting once this registration statement becomes effective and we commence filing financial reports with the Securities & Exchange Commission. We expect to incur additional expenses and diversion of management's time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.
 
We currently do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants.  During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the SOX Act Section 404.  As such standards are modified, supplemented or amended; it may be difficult to ensure effective internal controls over financial reporting.  Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
 
The offering price has been arbitrarily set by company; you may not realize a return on your investment upon resale of your shares

The offering price and other terms and conditions relative to the Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value.  Additionally, as the Company was formed on August 30, 2017 and has only a limited operating history of earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares, as such our stockholders may not be able to receive a return on their investment when they sell their shares of common stock.

CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
This Prospectus contains forward-looking statements and information relating to our business that are based on our beliefs as well as assumptions made by us or based upon information currently available to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”, “plans”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s 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. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section, and the section entitled “Description of Our Business”, as well as those discussed elsewhere in this Prospectus. Other factors include, among others: general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; availability, terms, and deployment of capital; and availability of qualified personnel.
 
These forward-looking statements are relevant as of the date of this Prospectus.  We believe that the expectations reflected in the forward-looking statements are reasonable; however we cannot guarantee future results, levels of activity, or achievements.  Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01.  The following table sets forth the uses of proceeds assuming the sale of either 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.  There is no assurance that we will raise the full $100,000 as anticipated.
 
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Expense Category
 
Scenario 1
$25,000
   
Scenario 2
$50,000
   
Scenario 3
$75,000
   
Scenario 4
$100,000
 
                                 
Legal and Professional
 
$
15,500
   
$
15,500
   
$
15,500
   
$
15,500
 
Administration
 
$
550
   
$
3,000
   
$
6,000
   
$
9,000
 
Design
 
$
300
   
$
4,000
   
$
10,000
   
$
12,000
 
Salaries
 
$
0
   
$
0
   
$
3000
   
$
17,500
 
Advertising 
 
$
3,100
   
$
10,000
   
$
15,000
   
$
18,000
 
Production
 
$
5,550
   
$
17,500
   
$
25,500
   
$
28,000
 
 
The amounts actually spent for any specific purpose may vary and will depend on a number of factors.  Non-fixed cost, sales and marketing and general and administrative costs may vary with business progress and development efforts, general business conditions and market reception.  Accordingly, our management has broad discretion to allocate the net proceeds to non-fixed costs.

An example of changes to this spending allocation for non-fixed  costs include management deciding to spend less of the allotment on product development and more on sales and marketing.

If necessary, Sergey Peredkov, our President and Director has verbally agreed to loan the company funds to complete the registration process.  We will require full funding to implement our complete business plan. If insufficient funds are raised we plan to borrow funds from our management.

DETERMINATION OF OFFERING PRICE
 
There is no established market for our stock. The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Upon the effectiveness of the registration statement of which this Prospectus forms a part, we intend to seek a market maker to file an application with the FINRA to have our stock quoted on the OTC Bulletin Board. However, we cannot assure you that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize.
 
 
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, that:
 
a.
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
b.
contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with  respect to a violation of such duties or other requirements of the securities laws;
c.
contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
d.
contains a toll-free telephone number for inquiries on disciplinary actions;
e.
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
f.
contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation.

The broker or dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
 
(a)
bid and offer quotations for the penny stock;
(b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c)
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d)
a monthly account statement showing the market value of each penny stock held in the customer’s account.
 
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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.
 
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.
 
Holders
 
We have one holder of record of our common stock as of June 7 , 2018.
 
Securities Authorized For Issuance under Equity Compensation Plans
 
We do not have any securities authorized for issuance under any equity compensation plans.
 
Penny Stock Regulation
 
The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share.  Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them.  For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase.  Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer presumed control over the market.  Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.  As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.
 
DIVIDENT POLICY
 
We have not paid any cash dividends to shareholders.  The declaration of any future cash dividends is at the discretion of our Board of  Directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
 
DILUTION
 
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

In this offering, the level of dilution is increased as a result of the relatively low book value of Axelerex’s presently issued and outstanding stock. This is due to the shares of common stock issued to the Company’s founder totaling 5,000,000 shares at $0.001 per share for $5,000 cash versus the current offering price of $0.01 per share.

The Company’s net tangible book value on March 31, 2018 was ($611) or $0. 000 per share, based upon 5,000,000 shares outstanding.  Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the shares and receipt of the total proceeds of $100,000, the net tangible book value of the 15,000,000 shares to be outstanding will be $ 99,389 or approximately $0. 006626 per share.

Dilution Table

The price of the current offering is fixed at $0.01 per common shares.  This price is significantly higher than the price paid by our Director and Officer for common equity since the Company’s inception on August 30, 2017.  Mr. Peredkov, our Officer and Director, pays $0.001 per share for the 5,000,000 common shares.

Assuming completion of the offering, there will be up to 15,000,000 common shares outstanding.  The following table illustrates the per common share dilution that may be experienced by investors at various funding levels based on stockholders’ equity of ($611) as of March 31, 2018 .
 
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Percentage funding
   
100%
 
   
75%
 
   
50%
 
   
25%
 
                                 
Offering price
 
$
0.01
   
$
0.01
   
$
0.01
   
$
0.01
 
Shares after offering
   
15,000,000
     
12,500,000
     
10,000,000
     
7,500,000
 
Total funding
 
$
99,389
   
$
74,389
   
$
49,389
   
$
24,389
 
Book value before offering (per share)
 
- 0. 000122
   
- 0. 000122
   
- 0. 000122
   
- 0. 000122
 
Book value after offering (per share)
 
$
0. 006626
   
$
0. 005951
   
$
0. 004939
   
$
0. 003252
 
Increase per share
 
$
0. 006748
   
$
0. 006073
   
$
0. 005061
   
$
0. 003374
 
Dilution to investors
 
$
0. 003352
   
$
0. 003604
   
$
0. 004939
   
$
0. 006626
 
Dilutions (%)
   
33
%
   
39
%
   
49
%
   
66
%

The following table summarizes the number and percentage of shares purchased the amount and percentage of consideration paid and the average price per share paid by our existing stockholder and by new investors in this offering:

 
 
Price per
Share
   
Total Number
of Shares Held
   
Percentage of
Ownership
   
Consideration
Paid
 
                         
Existing Stockholder
 
$
0.001
     
5,000,000
     
33.3
%
 
$
5,000
 
Investors in This Offering
 
$
0.01
     
10,000,000
     
66.7
%
 
$
10,000
 

PLAN OF DISTRIBUTION
 
This is a self-underwritten offering. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Mr. Peredkov, our President and Director will sell the shares and intends to offer them to friends, family members and business acquaintances with no commission or other remuneration payable to him for any Shares he sells. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
 
He will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer, may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.  Our President and Director satisfies the requirements of Rule 3a4-1, because he:
 
(a)
is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of his  participation; and
(b)
will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
(c)
is not, nor will he  be at the time of his participation in the offering, an associated person of a broker-dealer; and
(d)
meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
 
We will not utilize the internet to advertise our offering.  We intend to advertise our products and services through our website.  Mr. Peredkov will also distribute the Prospectus to potential investors at the meetings, to business associates and to his friends and relatives who are interested in us and a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up agreement.
 
Our President does not intend to purchase any shares in this offering.
 
Section 15(g) of the Exchange Act
 
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated there under, impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
 
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Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
 
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
 
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
 
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
 
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
 
Rule 15g-9 requires broker/dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding her investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of her rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
 
The application of the penny stock rules may affect your ability to resell your shares.
 
Terms of the Offering
 
The shares will be sold at the fixed price of $0.01 per share until the completion of this offering.  There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable.
 
This offering will commence on the date of this Prospectus is effective and continue for a period not to exceed 180 days (the "Expiration Date").
 
Procedures and Requirements for Subscription
 
If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. Subscriptions, once received by the company, are irrevocable.
 
Right to Reject Subscriptions
 
We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.

DESCRIPTION OF SECURITIES TO BE REGISTERED
Capital Stock

Our authorized capital stock consists of 75,000,000 shares of common stock with a par value of $0.001 per share.

Common Stock

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote.
 
Non-cumulative voting
 
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our Directors. After this offering is completed, assuming the sale of all of the shares of common stock, our present stockholder will own approximately 33% of our outstanding shares.
 
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Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.
 
Preferred Stock

We do not have an authorized class of preferred stock.

Options, Warrants and Rights
 
There are no outstanding options, warrants, or similar rights to purchase any of our securities.

SHARES ELIGIBLE FOR FUTURE RESALE

General

There is no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.
 
Upon completion of this offering, based on our outstanding shares as of March 31, 2018 , we will have outstanding an aggregate of 15,000,000 shares of our common stock.  Of these shares, upon effectiveness of the registration statement of which this Prospectus forms a part, the 10,000,000 shares covered hereby will be freely transferable without restriction or further registration under the Securities Act.
 
The remaining 5,000,000 restricted shares of common stock to be outstanding are owned by our President and Director, known as our “affiliate,” and may not be resold in the public market except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 under the Securities Act, if available, or otherwise.
 
INTERESTS OF NAMED EXPERTS AND COUNSEL
 
No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $100,000, directly or indirectly, in the Company or any of its parents or subsidiaries.  Nor was any such person connected with Axelerex Corp. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, Officer, or employee.
 
EXPERTS
 
PLS CPA, A PROFESSIONAL CORPORATION, the independent registered public accounting firm, has audited our financial statements included in this Prospectus and registration statement to the extent and for the periods set forth in their audit report.
 
LEGAL MATTERS
 
Rule 144 Shares
 
Currently, none of our securities may be resold pursuant to Rule 144.
 
The securities sold in this offering can only be resold through registration under Section 5 of the Securities Act of 1933, Section 4(1), if available, for non-affiliates or by meeting the conditions of Rule 144(i).  A holder of our securities may not rely on the safe harbor from being deemed statutory underwriter under Section 2(11) of the Securities Act, as provided by Rule 144, to resell his or her securities. “Form 10 information” is, generally speaking, the same type of information as we are required to disclose in this Prospectus, but without an offering of securities.
 
Benjamin L. Bunker, Esq. has opined on the validity of the shares of common stock being offered hereby.
 

15

Instruction 1 to Item 509 of Regulation S-K requires disclosing whether the interest of any expert or counsel named in the Prospectus exceeds $50,000.  The interest of any expert or counsel named in the Prospectus does not exceed $50,000 according to Instruction 1 Item 509 of Regulation S-K.

DESCRIPTION OF OUR BUSINESS
 
Overview
 
We were incorporated on August 30, 2017 in the State of Nevada.  Company has never been involved in any reclassification, merger, consolidation or purchase or sale of a significant amount of assets nor have we ever declared bankruptcy, been in receivership, or been involved in any legal action or proceedings.  
 
Emerging Growth Company Status
 
Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.
 
We will lose our emerging growth company status on the earliest occurrence of any of the following events:
 
1.
on the last day of any fiscal year in which we earn at least $1 billion in total annual grossrevenues, which amount is adjusted for inflation every five years;
2.
on the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;
3.
on the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or
4.
the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.’’
 
A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:
 
1.
it has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer's most recently completed second fiscal quarter;
2.
It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and
3.
It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.

As an emerging growth company, exemptions from the following provisions are available to us:
 
1.
Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;
2.
Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;
3.
Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;
4.
Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and
5.
The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.
 
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
 
Business of Issuer
 
Industry
 
The animation market is a fast-paced, growing industry with a high-average employment rate.  According to multiple statistics, a freelance animator can expect to be earning from $30- $40 dollars/hour on average.  Animation production companies are a quick paced environment that depends exclusively on independent contracts with clients.
 
16

Global statistics suggest that average of 65% of people are visual learners, and 90% of the information transmitted to the brain is visual. Vision is our most dominant sense, taking up half of our brain’s resources, and visual information is processed 60,000 times faster than text.  For those reasons, there has been an inevitable shift towards visual content on social media.  Currently, Facebook averages more than 4 billion video streams every day.
 
Here are some statistics that justify the use of videos for companies marketing strategy:

·
Including video on a landing page can increase conversions by 80%.
·
After watching a video, 64% of users are more likely to buy a product online.
·
1/3 of all online activity is spent watching video.
·
YouTube users watch more than 3 billion hours of video per month
 
Animation Keeps Viewer’s Attention:
 
Internet users generally have short attention spans, and roughly 75% of them would rather watch a video or demo about any given product or topic than have to read an article about it. Taking advantage of this style of visual communication, animation evokes emotions that resonate with the viewers. This in turn sparks interest and a desire to share their experience with others.
 
Overexposure of video advertisements has made viewers intuitive to intrusive marketing ads. They are less likely to listen or watch the information being conveyed in the video, preferring instead to ignore it. Animation, however, is less known to be a marketing instrument. For this simple reason, people are more likely to pay attention to animated video than to traditional ads.
 
Animation Simplifies Complex Topics:

A great example of using animation for explanation is TED-Ed. It simplifies otherwise difficult topics like food consumption and the affects it has your brain, or the physics of the “hardest move” in ballet.

Animation Brings Back Memories:
 
Most of us associate cartoons with childhood memories. Animation on a wide scale can make us nostalgic, which is one the most powerful emotions. 
 
Animation is Fun:

People love being entertained, especially if it can be incorporated in their work. The more entertaining your video on YouTube, Facebook, and other social media channels, the more people will share it.   Animation significantly increases the entertainment factor wherever it is used .
 
Animation Fits for Just About Anything:
 
Animation is applicable to any marketing need: product explainer videos, infographics, and release announcements. Marketers from prominent companies recognize the trend. This explains why out of 50 best explainer videos collected by HubSpotVideo Brewery and Switch Video, only 7 are non-animated.
 
Axelerex Corp. specializes in the creation of animated stories, both linear and abstract, from dramatic to comedic, and everything in between.  Animation as a medium is an engaging instrument that can help you tell your story in a more comprehensive way.
 
Description of Product or Services
 
Axelerex focuses on short 2D animations and stop-motion animations, up to 5 seconds in length.  These products range from logos and title introductions, to full or partial character animations.
 
Short and customized animations have a huge appeal in the digital and social media industry.  Whether used by small companies or individuals, customized animations are an easy and eye-catching way to draw attention to any product, or spruce up one’s online presence.
 
17

Our animations are strictly digital, using classic animation principles. An animation is comprised of individual drawings, shown sequentially in a specified time frame. We will be using the classic ratio of 12 frames per one second of animation. Every frame is manually designed in animation software, and compiled together to form a complete animated sequence, which is then exported in the desired format specified by the client.
 
What we offer is the customization of this process.
 
Our animations are divided into two categories: gifs and scenes.
 
·
Gifs are individual frames that loop together for a seemingly endless animation.  These are often short and charming, ideal for greeting cards or character animations.  Our gifs can be customized to include anything from moving characters on a background, to text animation.
·
Scenes by contrast do not loop.  They essentially have a defined beginning and an end.  While they can certainly be replayed, the animation is not meant to repeat itself endlessly.  Scenes are ideal for logo/title introductions, but can be customized to the clients needs to suit any purpose.

Our products are charged by frame of animation, and are therefore accessible to anyone.  Companies can place orders to be used for their websites or advertisements, while individuals can order the same quality animations for personal use in emails, online profiles, or any other form of digital communication.
 
The appeal in our product is in the style and craftsmanship of the animations themselves.  The client is able to choose whether they want their animation to be asset based, or traditionally hand-drawn.

Asset-based animations are digital components manipulated in software to achieve the desired movement.

Traditional animation by contrast requires the animator to hand-draw each frame.

Asset-based animation has a much more digital feel, while hand-drawn feels more organic. In either case, the animation is unique and personalized.

Our plan is to carry out a phased approach in establishing and developing Axelerex Corp.  The first phase will focus on developing animated gifs and scenes based on storyboarded designs and our next phase will focus on more intensive company branding services that can take lead Axelerex into the animated advertisement business.
Phase one:
 
a)
Develop our product "bank" of gif and scene ideas
b)
Attract and connect with small business clients

Phase two:
 
a)
advertise our animations via social media
b)
expand our products and services to include short animated scenes
c)
create a stop-motion facet of our studio

In case of successful growth of our business, necessary funds will be available through operating profits to further develop our product 밷ank? as well as to enhance the production efficiency via upgrading to high-end industry production equipment and software.
 
Target Market and Clients
 
Our target markets are 2 particular groups, independent film companies or small businesses that do not already have an animation or marketing department of their own, as well as individuals on social media wishing to liven up their online experience or presence.
 
Our potential customers will be in the following sectors:
 
First Phase:
 
·
Social media users on Facebook, Snapchat, Instagram etc.
·
Small companies, film related or otherwise, most likely in the North American market.

 
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Future Phases:

·
Companies outside the North American market

Source of Revenue
 
Our main source of revenue will initially be the sales of different types animated advertising design solutions to small companies required such services i.e.:
 
1.
Design of 2D and stop-motion animations to customer-provided specifications.
2.
Consulting customer on unique use of animation in customer business development and product advertising.

Marketing Strategy
 
In order to attract customers and promote products, our company has created a website and multiple social media pages including Instagram and Facebook. In a fast-paced marketing environment, there is no better way to reach out to small businesses than through social media. We will market Axelerex products through online and social media advertisements. For online and website advertising we will use the following methods:
 
·
Link our website to free web directories
·
Use shared online advertisement facilities
·
Create frequent Instagram and Facebook content
·
Buy Instagram advertisements
·
Reach out to online followers
·
Distribute online banners to attract more attention from the customers and provide credibility to the product by including customer feedback
·
Advertise through classified ads (kijiji, craigslist) and blogs
·
Add our website address to relevant search engines

We will also advertise through local and global classified ads and social media networking.  Sales brochures and business cards will be printed to provide necessary company product and service information. We will organize onsite presentations for perspective clients with product samples.
 
Competition and Competitive Strategy
 
It is reasonable to assume that there is substantial competition on the market in animation industry. However, any or every company, regardless of industry it operates in and  regardless of market niche it occupies, is forced to actively communicate its products and services to its customers via some sort of visual web advertising. Animated content plays an important role as the level of sophistication in visual advertising constantly increases.  Therefore, existence of even large number of competitors will be, to some extent, negated by the size of existing and potential market.  As an example, some of the companies that also specialize in animated content are listed below along with short description of their products and services.
 
IdeaRocket:
This company uses custom animation for Health Service, Financial Services, Technology and Education. Their primary mediums are 2D, 3D, whiteboard animation, and motion graphics

The Video Animation Company:
Uses kinetic typography animation, cut out animation, 2d cartoon animation.
They create animated explainer video for businesses.
 
Powtoon
This company creates animated videos for marketing and education. They provide storyboard builder, ready-made templates and drag-and-drop features to create a Powtoon animation.
 
Austin Visuals
Specialize in Character-Based Animation:
 
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·
Explainer Videos and Cartoon Animation explaining how a product or service works
·
Cartoon Animation for Web Commercials
·
Cartoon Mascots for businesses and brands
·
Animated Training Videos

With large number of videos competing for exposure, it is difficult for viewers to filter one from another and be truly captivated. Axelerex competitive strategy is based on the unique and appealing designs and animated quality of our hand-drawn, as well as stop-motion videos that stands out from the rest.
 
Our Advantage
 
·
Competitive pricing
·
Targeting the small business market as well as individuals
·
Latest tools and technologies that allow to produce simple to make, yet sophisticated quality animations
·
Highly customizable
·
Uniquely tailored for clients and businesses

Currently, our competitive position within the industry is negligible in light of the fact that we have just recently started our operations.
 
Sources and Availability of Products and Supplies
 
We believe that with our President’s experience and our Treasurer’s extensive background in design and composition for both film and animation will enable us to develop the various aspects of the business.
 
We believe there are no constraints on the sources or availability of products, materials and supplies related to the production of short animations.
 
Dependence on One or a Few Major Customers
 
We believe that, because of the potentially broad base of customers for our services, we will not rely on one or few major customers.
 
Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions
 
There are no inherent factors or circumstances associated with this industry, or any of the products or services that we expect to be providing that would give rise to any patent, trademark or license infringements or violations.  We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.
Out web domain and IP address as well as company information will be protected by our domain host.
We do not own, either legally or beneficially, any patents or trademarks.
 
Governmental and Industry Regulations
 
We will be subject to federal and state laws and regulations that relate directly or indirectly to our operations including federal securities laws. We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.
 
Research and Development Activities and Costs
 
Our operations do not currently involve any R&D activities.  We have not yet spent any money on exploring new tools becoming available to industry.  Once this offering is completed we will have resources to initialize our research in area of new products and methods available for generating various types of animations fast and efficient.  This would potentially increase our productivity and reduce our cost of operation, especially at product design stage.
 
Compliance with Environmental Laws
 
Our operations are not subject to any environmental laws.
 
Facilities
 
We do not own or rent facilities of any kind.  We are currently conducting our operations from the facilities that our President provides to us free of charge.
 
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Employees
 
We have commenced only limited operations, and currently have two employees - our President and Director Mr. Peredkov, who spends approximately fifteen hours a week on our business and our Treasurer Mr. Orekhovsky, who devotes up to ten hours a week to company’s operations.
 
Reports to Stockholders
 
We are not currently a reporting company, but upon effectiveness of the registration statement, of which this Prospectus forms a part, we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Copies of these reports from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
 
We will also make these reports available on our website:www.axelerex.com
 
Description of Property
 
We do not currently own any property.  We are currently operating out of the premises of our Treasurer and Director , on a rent-free basis during our development stage.  We consider our current principal office space arrangement adequate.
 
LEGAL MATTERS

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our Directors, Officer or any of their respective affiliates, or any beneficial stockholder, is an adverse party, or has a material interest adverse to our interest. Our address for service of process in Nevada is 401 Ryland St., STE  200 A, Reno, NV 89502

MANAGEMENT

Data concerning company executives as of the date of this Prospectus:
 
Name
 
Age
 
Position
         
Sergey Peredkov
 
47
 
President, Secretary, Chief Executive Officer and member of the Board of Directors.
         
Vladimir Orekhovsky
 
25
 
Treasurer
 
The persons named above have held their offices/positions since the inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.
 
Biographical Information
 
Set forth below is a brief description of the background and business experience of our executive Officers:

Sergey Peredkov – President and Director

Mr. Peregkov has been our President, Secretary, and a member of the Board of Directors since our inception on August 30, 2017.  

Mr. Peredkov has significant experience working in international teams at European synchrotron facilities: BESSY (Germany), MAX-lab (Sweden), ESRF and Soleil (France), Elettra (Italy), SLS (Switzerland), FLASH free electron laser source (Germany).

Mr. Peredkov scientific interests and experience include design of scientific equipment, computer modeling, development of acquisition and data analysis software.

In his current position at Department of Molecular Theory and Spectroscopy, Max Planck Institute for Chemical Energy Conversion, Mr. Peredkov manages research group operations.

Mr. Peredkov’s schedule currently allows him to spend up to fifteen hours a week on the operations of our company. He is willing to spend more time with the business as it grows. We anticipate him eventually spending about 30 hours a week on matters related to our company’s operations.
 

21

The specific experience, qualifications, attributes, and skills in project management led to the appointment of Mr. Peredkov as our President and Director.

Below are major highlights of Mr. Peredkov career and international experience:
 
2013-present. Research scientist, group manager, Department of Molecular Theory and Spectroscopy, Max Planck Institute for Chemical Energy Conversion, Germany
Design and construction of the PINK beamline and experimental station for x-ray emission spectroscopy at BESSY II synchrotron ring as well as coordination of activities between MPI, HZB and Bestec GmbH.
 
2012-2013. Research scientist, MAX IV Laboratory, Lund University, Sweden
Development of instrumentation and control software
Development of soft x-ray resonant scattering and coherent imaging at Maxlab

2010-2012. Research scientist, TU Berlin, Germany
Development of the research program for studies of free metal nano-particles.
Development of data analysis software (IGOR Pro, MATLAB).

2007-2009.  Research scientist, Helmholtz-Zentrum Berlin, BESSY II, Germany
Design, installation and commissioning of GAMBIT setup for XANES and XMCD studies of free metal clusters.
Elaboration of data acquisition and analysis procedures.
Integration of the proprietary hardware-dependent software and the control system
X-ray spectroscopic studies (XPS, RAS, XANES) of deposited metal clusters.

In 2007 Mr. Peredkov obtained his PhD in Physics from the Dep. of Synchrotron Radiation Research, LU, Sweden

1998-2003: Beamline manager (research engineer) at the X-ray lithography beamline MAX-Lab, LU, Sweden
Resist processing and microstructures characterization experiments.
Computer simulation of an irradiation process in x-ray mask - resist system.

Vladimir Orekhovsky - Treasurer

Mr. Orekhovsky has been our Treasurer since inception date of August 30, 2017.

Mr. Orekhovsky schedule currently allows him to spend up to ten hours a week on company’s operations.  Due to his substantial expertise and experience in all stages of animation production, Mr. Orekhovsky is the main driving force behind our creative process as well as final product realization.  He indicates willingness to devote more of his business time as our business grows and his services are needed.

Education and Qualifications:
 
Mr. Orekhovsky holds a Bachelor’s Degree in Animation from Sheridan College, with a strong emphasis on 2D animation in his own personal portfolio. Mr. Orekhovsky has numerous years of experience creating key frame and straight-ahead animation in both traditional and digital mediums. He is proficient with editing software, digitizing the media in post-production in order to export a clean and finished product in the correct format. Mr. Orekhovsky has extensive experience with the Adobe Suite, particularly with Photoshop, as well as FlipBook and ToonBoom. He has been involved in every aspect of the animation process from the rough key frame drawings to the final cleanup and compositing stages. Mr. Orekhovsky is also a freelance artist for storyboards in commercials and short films, as well as graphic design for branding and illustrations. In addition to traditional animation principals, Mr. Orekhovsky has an extensive background in design and composition for both film and animation.
 
In his third year of Sheridan College, Mr. Orekhovsky was a group leader for the Group Film Project. He was responsible for allocation of resources, division of tasks and assessment of finalized scenes and group productivity.
 
While in school, Mr. Orekhovsky was also the Manager of Operations for Precision Landscaping for over 3 years. In this role he managed projects worth over $50,000 in value. In this time, he also became certified in workplace safety, and was responsible for the workers on the job sites.
 
22

Mr. Orekhovsky was also an apprentice at FUSIL Inc.  In this particular company he became familiar with the usage of multiple millwork tools.  Mr. Orekhovsky primary responsibilities lay in running, joining, planning, and routing hardwood components for windows and doors.
 
In addition to obtaining his Bachelor’s degree, Mr. Orekhovsky has also received solid theatrical and communications training.  He is a stage technician as well as a communications specialist.
 
Mr. Orekhovsky is currently a freelance illustrator and character designer.
 
During the past ten years, Mr. Peredkov & Mr. Orekhovsky have not been the subject of any the following events:

1.
Any bankruptcy petition filed by or against any business of which either were a general partner or executive Officer either at the time of the bankruptcy or within two years prior to that time.
2.
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3.
An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting either Mr. Peredkov or Mr. Orekhovsky involvement in any type of business, securities or banking activities.
4.
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Board Composition
 
Our Bylaws provide that the Board of Directors shall consist of at least one member, and that our shareholders shall determine the number of Directors from time to time. Each Director serves a term expiring at the next annual shareholders meeting and until his successor is elected and qualified, or until his resignation, removal from office, or death.
 
Committees of the Board of Directors
 
We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors.  Nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of Directors.
 
Potential Conflicts of Interest
 
Since we do not have an audit or compensation committee comprised of independent Directors, such functions that would have been performed by such committees are performed by our President and Director. Thus, there is an inherent conflict of interest.
 
Director Independence

As of the date of this Registration Statement filed on Form S-1, we have no independent Directors.
 
Significant Employees
 
We have no significant employees other than the executive Officers described earlier.
 
Involvement in Certain Legal Proceedings
 
No  Director, person nominated to become a Director, Executive Officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive Officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.
 
Stockholder Communications with the Board
 
We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
 
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EXECUTIVE COMPENSATION
 
Since our incorporation on August 30, 2017, we have not compensated and have no arrangements to compensate our President and Director Mr. Peredkov for his services.  However, we anticipate that Mr. Peredkov will receive compensation from the Company once cash flow that we generate from operations significantly exceeds our total expenses. We have not granted any stock options to Mr. Peredkov; there are no stock option, retirement, pension, or profit sharing plans for the benefit of Mr. Peredkov; we have not entered into any employment or consulting agreements with Mr. Peredkov.  However, as President and Director of the company Mr. Peredkov has the power to set his own compensation.
 
 
The following table sets forth the compensation paid by us for the period from inception until March 31, 2018 and subsequent thereto, for our President and Treasurer.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation addresses all compensation awarded to, earned by, or paid to our named executive Officers.
any.  The compensation addresses all compensation awarded to, earned by, or paid to our named executive Officers.
 
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option
Awards
($)
 
Non-Equity
Incentive
Plan
Compensation
($)
 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($)
 
Total
($)
 
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
          
Sergey Peredkov President,
Chief Executive Officer and
Director
 
 
2018
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
                                                
Vladimir Orekhovsky
Treasurer
 
 
2018
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
 
Nil
 
Outstanding Equity Awards at March 31, 2018
 
We do not currently have a stock option plan or any other long-term incentive plans that intend to serve as an incentive for performance.  No individual grants of stock options or other equity incentive awards have been made to our Executive Officers since inception; accordingly, none were outstanding at Mach 31, 2018
 
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
 
There is currently no employment or other contracts or arrangements with our Executive Officers. There are no compensation plans or arrangements, including payments to be made by us, with respect to our Officers or Directors that would result from the resignation, retirement or any other termination of such person.  There are no arrangements for our Directors or Officers that would result from a change-in-control.
 
Long-Term Incentive Plan Awards 
 
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
 
DIRECTORS COMPENSATION
 
The members of our Board of Directors are not compensated for their services.  The Board has not implemented a plan to award options to any Directors.  There are no contractual arrangements with any member of the Board of Directors.  We have no Director's service contracts in place.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Other than the transactions discussed below, none of the following parties have, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

-  
The Officers and Directors;
-  
Any Person proposed as a nominee for election as a Director;
-  
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
-  
Any relative or spouse of any of the foregoing persons who have the same house as such person.
 
On November 21 , 2017 we have issued an aggregate of 5,000,000 shares of our common stock to our President and Director, Sergey Peredkov, for a purchase price of $0.001 per share or for aggregate consideration of $5,000.  The shares were issued under Regulation S of the Securities Act of 1933.
 
24

 
Since inception date of August 30, 2017 until March 31, 2018 , we have received $ 2,123 an operating loan from our Director.  This loan is non-interest bearing with no fixed terms of repayment.
 
Our business plan contemplates eventually entering into a formal employment agreement with Mr. Peredkov in regards his management services for set monthly consideration.  However, we do not anticipate entering into such an agreement with Mr. Peredkov until our cash flow from operations justifies such an agreement.
 
We have not entered into any other transaction, nor are there any proposed transactions, in which our President and Director, or any significant stockholder, or any member of the immediate family of any of the foregoing, had or is to have a direct or indirect material interest.

Our President and Director may be considered a promoter of the Company due to his participation in and management of the business since our incorporation.

If insufficient funds are raised from this Offering, Mr. Peredkov has agreed to loan funds to the company to complete the registration process.

We are currently operating out of the premises of our Treasurer and Director, on a rent-free basis during our development stage.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of June 7, 2018 we issued an aggregate of 5,000,000 shares of our common stock to our Director for aggregate consideration of $5,000.

The following table sets forth the information regarding the beneficial ownership of our common stock as of June 7, 2018 for our Director.  There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission.  These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.  The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.  Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws, and the address for each person listed in the table is Axelerex Corp., 30 Fritz-Kirsch-Zeile, Berlin, 12459, Germany.

The percentage ownership information shown in the table below is calculated based on 5,000,000 shares of our common stock issued and outstanding as of June 7, 2018.   We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
 
Name and Address of
Beneficial Owner
 
No. of Common Stock
Before Offering
   
No. of Common Stock
After Offering
   
Percentage of
Ownership
Before Offering
 
                   
Sergey Peredkov
 
 
5,000,000
   
 
5,000,000
     
100
%
Vladimir Orekhovsky
   
0
     
0
     
0
 
Officers and Directors (2 people)
 
 
5,000,000
   
 
5,000,000
     
100
%
   
Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and Executive Officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock.  Officers, Directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
 
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our Directors, Officers or persons controlling us, we have been advised that it is the Securities and Exchange Commission’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.
 
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MANAGEMENTS DISCUSSION AND ANALYSIS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this Prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this Prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.  You should review the “Risk Factors” section of this Prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Our cash balance is $ 1,212 as of March 31, 2018 .  We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time.  We have been utilizing funds received from our President and Director from the purchase of shares. He has no commitment, arrangement or legal obligation to advance or loan funds to the company.  In order to implement our plan of operations for the next twelve month period, we require a minimum of $25,000 (approximately $15,500 of which are legal and registration fees for a public company) of funding from this offering.  Being a development stage company, we have very limited operating history.  After twelve months period we may need additional financing, for which we currently don’t have any arrangements.  Our principal executive office is located at 30 Fritz-Kirsch-Zeile, Berlin, 12459 Germany.  Our phone number is (201) 383-2959.

Our independent registered public accountant has issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  We have generated $360 in revenue up to March 31, 2018 and no significant additional revenue is anticipated until we complete our initial business development.  There is no assurance we will ever reach that stage.

To meet our need for cash we are attempting to raise money from this offering.  We believe that we will be able to raise enough money through this offering to expand our proposed operations, however there is no guarantee that we will stay in business after doing so.  At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to: not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. 

We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

Results of Operations from Inception on August 30, 2017 to March 31, 2018

Since inception to March 31, 2018 , our operating expenses were comprised of professional fees of $ 4, 450 and general and administrative expenses of $1, 521 .  We currently anticipate that our legal and accounting fees will increase over the next 12 months as a result of becoming a reporting company with the SEC, and will be approximately $15,500.  We have prepared an internal business plan.  We have not started our proposed business operations and do not expect to do so until approximately 180 days after we have completed this offering.

Since inception, we sold 5,000,000 shares of common stock to our President and Director for $5,000.

Activities to Date
 
A substantial portion of our activities to date has involved developing a business plan. Our President has also developed Plan of Operations. We have established the company office and provided information session and consulting about our services to one prospective customer.
 
26

 
So far we have executed 3 business contracts as follows:

1.
Kozhya LLC. 1332 Sandy Creek Drive, Allen, TX 75002
2.
Mobile Pet Spa Inc. 2460 Lloydtown-Aurora Rd., King City, ON L7B 1A3
3.
Navigator Travel Inc. 88 Sherwood Glen, Holland Landing, ON L9N 1R3

We expect to extend our operations in the future.

We have invested in specialized software and computers to be used in development of animated logos and pictures

Plan of Operations

We anticipate that our legal and accounting fees will increase to $15,500 over the next 12 months as a result of becoming a reporting company with the SEC.
We have completed few small projects as a proof of concept to verify that our products can generate customer interest.

Below is the summary of our business plan (Scenario 1 - 25% of our offering is sold) that includes the following activities and expenditures:
 
Month 1
 
1.
Purchase Animation software license for creation of 2D rigs, logos, designs
·
ToonBoom Harmony Advanced [production: animation software] - $1,320
2.
Office set up
·
Stationary -$50
3.
Axelerex Corp. website development: purchase domain [production] - $120
4.
Continue working on business plan

Month 2

1.
Establish Agile Frameworks - Sprint Cycles/User Stories/Tasks
2.
Purchase & Install JIRA [production; source control software] - $100
3.
Develop animation products & pricing charts
4.
Axelerex Corp. website development [production] - $200
Month 3

1.
Purchase Wacom Cintiq [production; art supplies software] - $780
2.
Purchase subscription to design asset site(s) [production]  - $100 - annual (Vecteezy.com)
3.
Continue website development
4.
Produce short sample animations
5.
Initiate Agile product development cycle

Total 1st quarter: $2,670
 
Month 4

1.
Continue updating company website [production]  - $180
2.
Purchase essential art supplies and tools for production of classic hand drawn animation - $700
3.
Complete pricing and animation product bank
4.
Begin to develop a prototype "bank" of 2D animations that illustrates our products to clients
5.
Create Facebook & Instagram profiles for Axelerex Corp.

Month 5

1.
Continue website & social media development by adding detailed description charts of our products, prices, and images - $200
2.
Begin Storyboarding advertising for Axelerex products (Instagram & Facebook)
3.
Begin marketing campaign to attract small businesses to Axelerex products
 
27


Month 6

1.
Continue marketing Axelerex through social media platforms [advertising]  - $300
2.
Deadline to complete all social media platform setups
3.
Networking and contacting potential customers via printed materials, online presentations and customer site presentations
4.
Complete several short animations for use on Facebook & Instagram

Total 2nd quarter: $1,380
 
Month 7

1.
Secure contracts for Axelerex Corp.
2.
Place trial Instagram advertisements - $450 ($30/24hours)
3.
Begin storyboarding contract advertisements
4.
Create customer feedback survey and forum

Month 8

1.
Complete first set of contract advertisements
2.
Send clients customer feedback surveys
3.
Update company demo-reel for website and social media platforms
5.
Continue Instagram advertisements - $450 ($30/24hours)

Month 9

1.
Place Axelerex advertisements on additional e-commerce media platforms - $200
2.
Continue expanding customer base via networking and various advertisements - $400
3.
Secure contracts with small businesses
4.
Continue updating company website by publishing existing customer reviews - $200
5.
Design in-house stop motion studio and purchase initial tools and building materials - $850

Total 3rd quarter: $2,550

Month 10

1.
Purchase photo equipment and lighting for stop motion set - $ 1,000
2.
Begin expansion of Axelerex brand by introducing stop-motion advertisements
3.
Purchase DragonFrame license software - $300
4.
Continue Instagram advertisements - $450 ($30/24hours)
5.
Secure new contracts
6.
Continue marketing on social media platforms and e-commerce platforms

Month 11

1.
Complete new contracts
2.
Update company Demo reel
7.
Instagram advertising -$450 ($30/24hours)
3.
Continue advertising by updating and expanding in social media and on company website - $200
4.
Complete stop-motion studio installation [design]  - $500

Month 12

1.
Continue updates of website/social media with new content and quick advertisements of Axelerex
2.
Continue networking and contacting potential customers via printed materials, social media, online presentations and customer site presentations
3.
Secure more contracts
4.
Set up "buddy" promotional campaign and advertise on Instagram
 
Total 4th quarter: $2,900
 
Legal and Professional $15,500

Total Cost for 12 months  $25,000
 
28

Brief plan of operations assuming 50%, 75% and 100% of offering is sold.

Scenario 2: 50% of offering is sold

·
Expanded case proceeds plan
·
Includes settlement for Legal and Accounting Fees consistent for all scenarios
·
Operating from office space provided by Treasurer and Director – free of charge
·
Focusing on more advanced advertising techniques including leaflets for small businesses, direct mail, online and social networking (Google, Facebook, Twitter, etc)
·
Acquiring more software subscriptions and licenses due to increased customer base and expanding hardware resources
·
Occasional services of outside third party contractors due to expanded workflow

Scenario 3: 75% of offering is sold

·
Further expansion of business activities
·
Includes settlement for Legal and Accounting Fees consistent for all scenarios
·
Operating from rented office space
·
Focusing on more advanced advertising techniques including leaflets for small businesses, direct mail, online and social networking (Google, Facebook, Twitter, etc) and radio
·
Acquiring more software subscriptions and licenses (including multi-licenses) due to increased customer base and expanding and upgrading hardware resources

Scenario 4: 100% of offering is sold

·
Best case operating plan
·
Includes settlement for Legal and Accounting Fees consistent for all scenarios
·
Operating from rented office space; including pylon and neon advertising signs
·
Focusing on more advanced advertising techniques including social networks, professional association magazines and radio
·
Acquiring more software subscriptions and licenses (including multi-licenses) due to increased customer base and expanding and upgrading hardware resources
·
Projected salary expenses for Director and Treasurer relating to increased involvement with company operations

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

As of March 31, 2018 , the Company had $ 1,212 cash and $ 2,123 of current liabilities.  The available capital is sufficient for the Company to remain operational in a short run.
 
Our negative cash flow per month is: $ 5,971/15=$398 (estimated based on the current period expenses).  Based on this estimate and on current cash on hand we can sustain operations for a year ($ 1,212/$398 = 3 months).
 
Since inception, we have sold 5,000,000 shares of common stocks to our President and Director, at a price of $0.001 per share, for aggregate proceeds of $5,000.  Our Directors provided $ 2,123 in operating loan to the company.
 

29

We are attempting to raise funds to proceed with our plan of operation. Our current cash on hand will be used to pay the fees and expenses of this offering. We will have to utilize funds from our President and Director.  However, he has no formal commitment, arrangement or legal obligation to loan funds to the company.  To proceed with our operations for 12 months, we need a minimum of $25,000.  We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement.  If we are successful, all funds raised will be applied to the items set forth in the Use of Proceeds section of this Prospectus. In the long term we may need additional financing.  We do not currently have any arrangements for obtaining such additional financing.  Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations.  These factors may impact the timing, amount, terms or conditions of additional financing available.  There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
 
Going Concern Consideration
 
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt for the company to continue as an on-going business for the next twelve months unless we obtain additional capital.  No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations.  Our only source for cash at this time is investments by others in this offering.  We must raise cash to implement our strategy and stay in business. If we sell at least 25% of the shares in the offering we believe that we will have the resources to operate for the next 12 months, including for the costs associated with becoming a publicly reporting company.  The company anticipates to incur approximately $9,500 in legal and registration cost over the next 12 months.
 
Limited operating history and need for additional capital
 
We have no historical financial information upon which to base an evaluation of our performance.  We are in start-up stages of operation and had limited revenue generated as of the date of this Prospectus.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

AVAILABLE INFORMATION

We do not plan to register our common stock under Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”) by filing a Form 8-A on a pre-effective basis.  The consequences to investors with the company being a Section 15(d) registrant vs. Section 12(g) registrant are as follows:  Under Section 15(d) of the Exchange Act, we are not required to file periodic reports if we have less than 300 holders of record for the fiscal year after the year of effectiveness.  If we do not register our securities under Section 12 of the Exchange Act, we may not have an ongoing periodic reporting obligation and will not be subject to the Commission’s proxy rules and Section 16 of the Exchange Act.
 
We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this Prospectus. For future information about us and the securities offered under this Prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this Prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.
 
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
 
The Nevada General Corporation Law requires to indemnify Officers and Directors for any expenses incurred by any Officer or Director in connection with any actions or proceedings, whether civil, criminal, administrative, or investigative, brought against such Officer or Director because of his or her status as an Officer or Director, to the extent that the Director or Officer has been successful on the merits or otherwise in defense of the action or proceeding.  The Nevada General Corporation Law permits a corporation to indemnify an Officer or  Director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding if such Officer or  Director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the corporation and such indemnification is authorized by the stockholders, by a quorum of disinterested  Directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of  Directors consisting of disinterested  Directors, or by independent legal counsel in a written opinion if a quorum of disinterested  Directors cannot be obtained.
 
30

 
The Nevada General Corporation Law prohibits indemnification of a Director or Officer if a final adjudication establishes that the Officer's or Director’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action.  Despite the foregoing limitations on indemnification, the Nevada General Corporation Law may permit an Officer or Director to apply to the court for approval of indemnification even if the Officer or Director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law.
 
The Nevada General Corporation Law also provides that indemnification of Directors is not permitted for the unlawful payment of distributions, except for those Directors registering their dissent to the payment of the distribution.
 
According to Article 11 of our Bylaws, we are authorized to indemnify our Directors to the fullest extent authorized under Nevada law subject to certain specified limitations.
 
Insofar as indemnification for liabilities arising under the Securities Act may be provided to Directors, Officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
WHERE YOU CAN GET MORE INFORMATION
 
We have filed with the SEC a Registration Statement on Form S-1 (including exhibits) under the Securities Act with respect to the shares to be sold in this Offering.  This Prospectus, which forms part of the Registration Statement, does not contain all the information set forth in the Registration Statement as some portions have been omitted in accordance with the rules and regulations of the SEC.  For further information with respect to our Company and the Shares offered in this Prospectus, reference is made to the Registration Statement, including the exhibits filed thereto, and the financial statements and notes filed as a part thereof.  With respect to each such document filed with the SEC as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved.  We are not currently subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”).  As a result of the offering of the Shares of our common stock, we will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, we will file quarterly and annual reports and other information with the SEC and send a copy of our annual report together with audited consolidated financial statements to each of our shareholders.  The Registration Statement, such reports and other information may be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N. E., Washington, D. C.  20549.  Copies of such materials, including copies of all or any portion of the Registration Statement, may be obtained from the Public Reference Room of the SEC at prescribed rates.  You may call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room.  Such materials may also be accessed electronically by means of the SEC’s home page on the internet (http://www.sec.gov).
 
31

Axelerex Corp.

March 31, 2018

Index to the Financial Statements

Contents
Page(s)
   
Balance Sheet as of March 31, 2018 (Unaudited)
F-2
   
Statements of Operations for the quarter ended March 31, 2017 and for the period from August 30, 2017 (inception) through March 31, 2018
F-3
   
Statement of Cash Flows for the period from August 30, 2017 (inception) to March 31, 2018
F-4
   
Notes to the Financial Statements
F-5

 

F-1

Axelerex Corp.
Balance Sheet
As of March 31, 2018 (unaudited)


   
March 31, 2018
 
ASSETS
     
       
Current Assets
     
Cash
 
$
1,212
 
Accounts Receivable
   
300
 
Total Current Assets
   
1,512
 
         
Total Assets
 
$
1,512
 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
       
         
Related Party Loans
 
$
2,123
 
         
Total Liabilities
   
2,123
 
         
Stockholders’ Equity
       
Common Stock, $0.001 par value, 75,000,000 shares authorized,
       
5,000,000 shared issued and outstanding, respectively
   
5,000
 
Accumulated deficit
   
(5,611
)
Total Stockholders’ Equity (Deficit)
   
(611
)
         
Total Liabilities and Stockholders’ Equity
 
$
1,512
 




The accompanying notes are an integral part of these financial statements.
 

F-2

Axelerex Corp.
Statement of Operations
For the Quarter ended March 31, 2018 (unaudited)
and for the period from August 30, 2017 (inception) through March 31, 2018


   
Three months
Ended
March 31, 2018
   
The period from
August 30, 2017
(inception) through
March 31, 2018
 
             
REVENUE
 
$
360
   
$
360
 
                 
EXPENSES
               
General and Administrative
   
381
     
1,521
 
Professional
   
4,000
     
4,450
 
Total Expenses
   
4,381
     
5,971
 
                 
Loss from Operations
   
(4,021
)
   
(5,611
)
                 
Income Tax Expense
   
-
     
-
 
                 
NET LOSS AFTER TAX
 
(4,021
)
 
(5,611
)
                 
Basic and Diluted Net Loss per Common Share
 
$
0.00
   
$
0.00
 
                 
Weighted-Average Number of Common Shares Outstanding
   
5,000,000
     
3,051,643
 




The accompanying notes are an integral part of these financial statements.
 

F-3

Axelerex Corp.
Statement of Cash Flows
For the period August 30, 2017 (inception) through March 31, 2018(Unaudited)


   
The period
August 30, 2017
(inception)
through
March 31, 2018
 
CASH FLOWS FROM OPERATING ACTIVITES:
     
Net Loss After Tax
 
(5,611
)
Changes in Operating Assets and Liabilities:
       
Accounts Receivable
   
(300
)
Income Tax Payable
   
-
 
Net Cash from Operating Activities
   
5,911
)
         
CASH FLOWS FROM FINANCING ACTIVITIES:
       
Proceed from Related Party Loan
   
2,123
 
Proceeds from Sale of Common shares
   
5,000
 
Net Cash Provided by Financing Activities
   
7,123
 
         
Net Increase in Cash
   
1,212
 
         
Cash, Beginning of Period
   
-
 
         
Cash, End of Period
 
$
1,212
 
         
Supplemental Disclosure of Cash Flow Information
       
         
Cash Paid for:
       
Interest
 
$
-
 
Income Taxes
 
$
-
 




The accompanying notes are an integral part of these financial statements.
 

F-4

Axelerex Corp.
March 31, 2018
Notes to the Financial Statements (Unaudited)


Note 1 - Organization and Operations

Axelerex Corp.

Axelerex Corp. (the “Company”) was incorporated on August 30, 2017 under the laws of the State of Nevada.  The Company provides 2D animations and stop-motion animations products.

Note 2 - Summary of Significant Accounting Policies

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form S-1.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the period ended December 31, 2017 included in the Company’s S-1 filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form S-1. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending June 30, 2018.

Fiscal Year-End

The Company elected June 30 as its fiscal year ending date.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were as follows:

(i)
Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
 

F-5


Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3
 
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist.  Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Following table lists assets and liabilities measured and recognized at fair market value as of:

   
Level 1
   
Level 2
   
Level 3
   
Total Realized Loss
 
                                 
Description
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
Balance at March 31, 2018
 
$
-
   
$
-
   
$
-
   
$
-
 

 
F-6


 
Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured.
 

F-7


Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards.  The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years.  If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the quarter ended March 31, 2018.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive common shares outstanding for the quarter ended March 31, 2018.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
 

F-8


Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Note 3 – Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had minimal operations revenue with net cash used in operating activities during the reporting quarter ended March 31, 2018.  These factors raise doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence full-scale operations and generate sufficient revenue, however the Company’s cash position may not be sufficient to support the Company’s daily operations long-term.  Management intends to raise additional funds by way of a private or public offering.  While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4Accounts Receivable

Company carried a balance of $300 as of March 31, 2018 as accounts receivable for services rendered.  This balances is current [<30 days] and fully collectable from the customer.  No allowance for doubtful accounts has been recorded thus far.

Note 5 – Stockholders’ Equity

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.

Common Stock

Upon formation the Company sold 5,000,000 shares of common stock to the President of the Company at $0.001 per share, or $5,000 in aggregate for cash.

All shares were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering and Rule 506 of Regulation D promulgated thereunder.
As of March 31, 2018, the Company has not granted any stock options and has not recorded any stock-based compensation

Note 6 – Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties
 
Relationship
     
Sergey Peredkov
 
President
Vladimir Orekhovsky
 
Treasurer
 
F-9

 
Free Office Space

The Company has been provided office space by its President at no cost.  Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

As of March 31, 2018, President paid $2,123 operating expense in behalf of the Company. The amounts due to related party are unsecured and non- interest bearing with no set terms of repayment.

Note 7 – Income Tax Provision

Deferred Tax Assets

At March 31, 2018, the Company had net cumulative operating loss (“NOL”) carry–forwards for Federal income tax purposes of $5,611 that may be offset against future taxable income through 2033.  No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $1,908 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.  The current valuation of tax allowance is n/a as of March 31, 2018.

Components of deferred tax assets are as follows:

   
March 31, 2018
 
Net Deferred Tax Asset  Non-Current:
     
Net Operating Loss Carry-Forward before income taxes
 
(5,611
)
Income tax rate
   
34
%
Expected Income Tax Benefit from NOL Carry-Forward
   
1,908
 
Less: Valuation Allowance
   
(1,908
)
Deferred Tax Asset, Net of Valuation Allowance
 
$
-
 

Income Tax Provision in the Statement of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

   
March 31, 2018
 
     
Federal statutory income tax rate
   
34.0
%
Increase (reduction) in income tax provision resulting from:
       
Net Operating Loss (NOL) carry-forward
   
(34.0
%)
Effective income tax rate
   
0.0
%

Tax Returns Remaining subject to IRS Audits

The Company has not yet filed its corporation income tax return for the reporting quarter ended March 31, 2018, which will remain subject to examination by the Internal Revenue Service under the statute of limitations for a period of three (3) years from the date it is filed.

Note 8 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date of May 9, 2018 [the date when the financial statements were available for issue] to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-10

Axelerex Corp.

December 31, 2017

Index to the Financial Statements

Contents
Page(s)
   
Report of Independent Registered Public Accounting Firm
F-12
   
Balance Sheet as of December 31, 2017
F-13
   
Statement of Operations for the period from August 30, 2017 (Inception) through December 31, 2017
F-14
   
Statement of Stockholder's Equity for the period from August 30, 2017 (Inception) through December 31, 2017
F-15
   
Statement of Cash Flows for the period from August 30, 2017 (Inception) through December 31, 2017
F-16
   
Notes to the Financial Statements
F-17


F-11

 
PLS CPA, A PROFESSIONAL CORPORATION
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111 t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 764-5480
t E-MAIL changgpark@gmail.com t
 
 
Report of Independent Registered Public Accounting Firm
 

To the Shareholders and Board of Directors of Axelerex Corp.
 
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Axelerex Corp. (the Company) as of December 31, 2017, the related statements of operations, changes in shareholders' deficit, and cash flows for the period from August 30, 2017 (inception) to December 31, 2017, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Going Concern Uncertainty
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a losse from operations through December 31, 2017, and does not have sufficient working capital to fund its planned operations during the twelve-month period subsequent to the issuance of these financial statements. This raises substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 
/s/ PLS CPA
 
PLS CPA, A Professional Corp.
 
We have served as the Company’s auditor since 2016.
 
March 20, 2018
San Diego, CA. 92111

 
F-12


Axelerex Corp.
Balance Sheet


   
December 31, 2017
 
ASSETS
     
       
Current Assets
     
Cash
 
$
5,177
 
Total Current Assets
   
5,177
 
         
Total Assets
 
$
5,177
 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
         
Current Liability
       
Related Party Loans
 
$
1,767
 
Total Liabilities
   
1,767
 
         
Stockholders’ Equity
       
Common Stock, $0.001 par value, 75,000,000 shares authorized, 
       
5,000,000 shared issued and outstanding, respectively
   
5,000
 
Accumulated Deficit
   
(1,590
)
Total Stockholders’ Equity
   
3,410
 
         
Total Liabilities and Stockholders’ Equity
 
$
5,177
 




The accompanying notes are an integral part of these financial statements.
 

F-13

Axelerex Corp.
Statement of Operations


   
For the Period from
August 30, 2017
(inception)
through
December 31, 2017
 
       
REVENUE
 
$
-
 
         
EXPENSES
       
General and Administrative
   
1,140
 
Professional
   
450
 
Total Expenses
   
1,590
 
         
Loss from Operations
   
(1,590
)
         
Income Tax Expense
   
-
 
         
NET LOSS AFTER TAX
 
(1,590
)
         
Basic and Diluted Net Loss per Common Share
 
$
0.00
 
         
Weighted-Average Number of Common Shares Outstanding
   
1,626,016
 




The accompanying notes are an integral part of these financial statements.
 

F-14

Axelerex Corp.
Statement of Stockholders Equity
For the Period from August 30, 2017 (inception) through December 31, 2017


   
Common Stock
             
   
Number of
Shares
   
Amount
   
Accumulated
Deficit
   
Total
Stockholders’
Equity
 
                         
August 30, 2017 (inception)
   
-
   
$
-
   
$
-
   
$
-
 
Issuance of Common Shares for Cash upon formation
   
5,000,000
     
5,000
     
-
     
5,000
 
Net loss for the period ended December 31, 2017
                   
(1,590
)
   
(1,590
)
                                 
Balance, December 31, 2017
   
5,000,000
   
$
5,000
   
(1,590
)
 
$
3,410
 




The accompanying notes are an integral part of these financial statements.
 

F-15

Axelerex Corp.
Statement of Cash Flows


   
For the period
August 30, 2017
 (inception)
through
December 31, 2017
 
CASH FLOWS FROM OPERATING ACTIVITES:
     
Net Loss After Tax
 
(1,590
)
Changes in Operating Assets and Liabilities:
       
Accounts Payable
   
-
 
Income Tax Payable
   
-
 
Net Cash from Operating Activities
   
(1,590
)
         
CASH FLOWS FROM FINANCING ACTIVITIES:
       
Related Party Loan
   
1,767
 
Proceeds from Sale of Common shares
   
5,000
 
Net Cash Provided by Financing Activities
   
6,767
 
         
Net Increase in Cash
   
5,177
 
         
Cash, Beginning of Period
   
-
 
         
Cash, End of Period
 
$
5,177
 
         
Supplemental Disclosure of Cash Flow Information
       
         
Cash Paid for:
       
Interest
 
$
-
 
Income Taxes
 
$
-
 




The accompanying notes are an integral part of these financial statements.

F-16

Axelerex Corp.
December 31, 2017
Notes to the Financial Statements


Note 1 - Organization and Operations

Axelerex Corp.

Axelerex Corp. (the “Company”) was incorporated on August 30, 2017 under the laws of the State of Nevada.  The Company provides 2D animations and stop-motion animations products.

Note 2 - Summary of Significant Accounting Policies

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders’ equity (deficit) and cash flows of the Company.  These financial statements are presented in the United States dollars and  have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).


Fiscal Year-End

The Company elected June 30 as its fiscal year ending date.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were as follows:

(i)
Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.
 

F-17

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3
 
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist.  Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Following table lists assets and liabilities measured and recognized at fair market value as of:

   
Level 1
   
Level 2
   
Level 3
   
Total
Realized Loss
 
                                 
Description
 
$
-
   
$
-
   
$
-
   
$
-
 
Balance at December 31, 2017
 
$
-
   
$
-
   
$
-
   
$
-
 

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
 
F-18


 
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
 

F-19

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards.  The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years.  If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the period from August 30, 2017 (inception) through December 31, 2017.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive common shares outstanding for the period from August 30, 2017 (inception) through December 31, 2017.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recent Accounting Pronouncements
 
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
 
Note 3 – Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
 

F-20

As reflected in the financial statements, the Company had limited operations with small net cash obtained net of financing and operating activities during the reporting period from August 30, 2017 (inception) through December 31, 2017.  These factors raise doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence full-scale operations and generate sufficient revenue, however the Company’s cash position may not be sufficient to support the Company’s daily operations long-term.  Management intends to raise additional funds by way of a private or public offering.  While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Stockholders’ Equity

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.

Common Stock

On November 21, 2017 the Company sold 5,000,000 shares of common stock to the President of the Company at $0.001 per share, or $5,000 in aggregate for cash.

All shares were issued in accordance with the exemption from the registration provisions of the Securities Act of 1933, as amended, provided by Section 4(2) of such Act for issuances not involving any public offering and Rule 506 of Regulation D promulgated thereunder.

Note 5 – Related Party Transactions

Related Parties

Related parties with whom the Company had transactions are:

Related Parties
 
Relationship
     
Sergey Peredkov
 
President
Vladimir Orekhovsky
 
Treasurer

Free Office Space

The Company has been provided office space by its President at no cost.  Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Related party loan

During this period, Sergey Peredkov, the Company’s President and Director, paid $1,767 for operating expenses payment in behalf of the Company. The amounts due to the related party are unsecured and non- interest-bearing with no set terms of repayment.

Note 6 – Income Tax Provision

Deferred Tax Assets

At December 31, 2017, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $1,590 that may be offset against future taxable income through 2032.  No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $536 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.
 
F-21


 
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.  The current valuation of tax allowance is n/a as of December 31, 2017.

Components of deferred tax assets are as follows:

   
For the Reporting
Period Ended
December 31, 2017
 
       
Net Deferred Tax Asset  Non-Current:
     
Net Operating Loss Carry-Forward
 
$
1,590
 
Effective tax rate
   
34
%
Expected Income Tax Benefit from NOL Carry-Forward
   
541
 
Less: Valuation Allowance
   
(541
)
Deferred Tax Asset, Net of Valuation Allowance
 
$
-
 

Income Tax Provision in the Statement of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

   
For the Reporting
Period Ended
December 31, 2017
 
       
Federal statutory income tax rate
 
 
34.0
%
Increase (reduction) in income tax provision resulting from:
       
Net Operating Loss (NOL) carry-forward
   
(34.0
%)
Effective income tax rate
   
0.0
%

Tax Returns Remaining subject to IRS Audits

The Company has not yet filed its corporation income tax return for the reporting period ended December 31, 2017, which will remain subject to examination by the Internal Revenue Service under the statute of limitations for a period of three (3) years from the date it is filed.

Note 7 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through March 20, 2018, the date when the financial statements were available to be issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.
 
F-22


 
Until _________________, all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealer’s obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
You should rely only on the information contained in this Prospectus. We have not authorized any dealer, salesperson or other person to give you different information. This Prospectus does not constitute an offer to sell nor are they seeking an offer to buy the securities referred to in this Prospectus in any jurisdiction where the offer or sale is not permitted. The information contained in this are correct only as of the date shown on the cover page of these documents, regardless of the time of the delivery of these documents or any sale of the securities referred to in this Prospectus.
 


AXELEREX CORP.

10,000,000 SHARES OF COMMON STOCK

PROSPECTUS
 
 


PART II
 
Item 13. Other Expenses of Issuance and Distribution
 
The estimated costs of this offering (assuming all shares are sold) are as follows:

SEC Registration Fee 
 
$
13
 
Auditor Fees
 
$
10,000
 
Legal Fees
 
$
1,500
 
EDGAR Fees
 
$
2,000
 
Transfer Agent Fees 
 
$
2,000
 
TOTAL 
 
$
15,513
 

(1) All amounts are estimates, other than the SEC’s registration fee.

Item 14. Indemnification Of Directors And Officers
 
Axelerex Corp.’s Bylaws allow for the indemnification of the Officer and/or Director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the Director, Officer or employee as is proper under the circumstances if she has met the applicable standard of conduct set forth under the Nevada Revised Statutes.
 
As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a  Director, Officer and/or person controlling Axelerex Corp., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.

Item 15. Recent Sales of Unregistered Securities
 
Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.

Name and Address 
 
Date 
   
Shares
   
Consideration
 
                   
Sergey Peredkov
 
November 21, 2017
     
5,000,000
   
$
5,000.00
 

We issued the foregoing restricted shares of common stock to our sole Officer and Director pursuant to Section 4(2) of the Securities Act of 1933. Sergey Peredkov is a sophisticated investor, he is our sole Officer and Director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.
 
Item 16. Exhibits
 
3.1
 
Articles of Incorporation of the Registrant
3.2
 
Bylaws of the Registrant
5.1
 
Legal Opinion of Lawyer, Benjamin L. Bunker, Esq. (Updated)
10.1
 
Director’s Loan Agreement to finance the registration process
10.2
 
Sergey Peredkov subscription agreement
10.3
 
Office Space Agreement
10.4  
Vladimir Orekhovsky Office Space Agreement
23.1
 
Consent of Independent Registered Public Accounting Firm
23.2
 
Consent of Lawyer, Benjamin L. Bunker, Esq. (included in exhibit 5.1)
 
II-1



Item 17. Undertakings
 
The undersigned Registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

(i)
Include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii)
To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 383(b) (§230.383(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
 
 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)
If the registrant is subject to Rule 430C, each Prospectus filed pursuant to Rule 383(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
II-2


 
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i)
Any preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 383;
 
(ii)
Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
(iii)
The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
 
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our  Directors, Officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
 
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our  Directors, Officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our  Directors, Officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
II-3


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the 30 Fritz-Kirsch-Zeile Berlin, 12459 Germany on June 7 , 2018

 
AXELEREX CORP.
 
 
 
 
 
 
 
By: /s/ Sergey Peredkov
 
 
 
Name:
Sergey Peredkov
 
 
 
Title:
President, Secretary and Director
 
 
 
(Principal Executive, Financial and Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
 
         
Signature
 
Title
 
Date
 
 
 
 
 
         
/s/ Sergey Peredkov
 
 
 
 
Sergey Peredkov
 
President, Secretary and Director
(Principal Executive, Financial and Accounting Officer) 
 
June 7 , 2018  

 
II-4


 
EXHIBIT INDEX
 
Exhibit
Number
 
Description of Exhibit
     
3.1
 
Articles of Incorporation of the Registrant
     
3.2
 
Bylaws of the Registrant
     
5.1
 
Legal Opinion of Lawyer, Benjamin L. Bunker, Esq. (Updated)
     
10.1
 
Director’s Loan Agreement to finance the registration process
     
10.2
 
Sergey Peredkov subscription agreement
     
10.3
 
Office Space Agreement
     
10.4  
Vladimir Orekhovsky Office Space Agreement
     
23.1
 
Consent of Independent Registered Public Accounting Firm
     
23.2
 
Consent of Lawyer, Benjamin L. Bunker, Esq. (included in exhibit 5.1)
 
 
 
EX-5.1 3 ex5-1.htm
Exhibit 5.1
 
3753 Howard Hughes Pkwy
Suite 200
Las Vegas
Nevada  89169
T: (702) 784-5990
F: (888) 460-8609
E: benbunker@bunkerlawgroup.com
W: www.bunkerlawgroup.com
 
 
 
 
June 7, 2018

Board of Directors
Axelerex Corp.
780 Reservoir Ave, #123
Cranston, RI 02910
 
Re:
CIK: 
Form S-1, to be filed with the Securities and Exchange Commission for Axelerex Corp., a Nevada corporation (the "Company")
0001724001
 
 
Dear Ladies and Gentlemen:
 
This opinion is submitted pursuant to Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 with respect to the registration of 10,000,000 newly issued shares of the Company's common stock, $0.0001 par value (the “Shares”), for public sale by the issuer.
 
In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:
 
i. The Articles of Incorporation of the Company, filed August 30, 2017;
ii. Bylaws of the Company, dated August 30, 2017;
iii. The Registration Statement noted above and the Exhibits thereto; and
iv. Such other documents and matters of law as I have deemed necessary for the expression of the opinion herein contained.
 
In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals of all copies submitted to me by the parties herein. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.
 
Based on the foregoing, I am of the opinion that the Shares, when issued according to the terms of the prospectus contained in this registration statement, will be duly and validly issued, duly authorized, fully paid and non-assessable.
 

 
This opinion is limited to the laws of the State of Nevada and federal law as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.
 
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.
 
 
Sincerely,
 
 
   
 
/s/ Benjamin L. Bunker
 
   
 
Benjamin L. Bunker, Esq.
 
BLB


EX-10.4 4 ex10-4.htm
Exhibit 10.4
 
OFFICE SPACE AGREEMENT

This office space agreement (“Agreement”) is entered into and effective as of May 1, 2018 (the “Effective Date”) by and between Axelerex Corp, a Nevada corporation (“Axelerex”) and Mr. Vladimir Orekhovsky (“Mr. Orekhovsky).

In consideration of the mutual promises and conditions contained in this Agreement the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.
TERM

This Agreement shall be effective from the Effective Date to    (“Term”).  This Agreement shall automatically renew thereafter for one-year term, unless either party provides notice to the other of its intention not to renew at least 30 days prior to the expiration of the initial or then-effective renewal term.

2.
STATEMENT OF SPACE

During the Term, Mr. Orekhovsky shall provide Axelerex office space at the address 84 Couture Gardens, Thornhill, ON L4J 9H6 Canada

 
/s/ Vladimir Orekhovsky
 
 
By:
Vladimir Orekhovsky
Title:
Treasurer
Date:
April 28, 2018
 
 
EX-23.1 5 ex23-1.htm
Exhibit 23.1
 
 
PLS CPA, A PROFESSIONAL CORP.
t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 433-2979
t E-MAIL changgpark@gmail.com t



 
June 7, 2018

To Whom It May Concern:

We hereby consent to the use in this Registration Statement on Form S-1/A1 of our report dated March 20, 2018, relating to the financial statements of Axelerex Corp.as of December 31, 2017, which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration Statement.

Very truly yours,

 
/s/ PLS CPA
 
PLS CPA, A Professional Corp.
San Diego, CA 92111


 
 
 
 

 


Registered with the Public Company Accounting Oversight Board


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Sergey Peredkov
President
Axelerex Corp.
30 Fritz-Kirsch-Zeile
Berlin, 12459
Germany

Patrick Kuhn
Division of Corporation Finance
Office of Transportation and Leisure
United States Securities and Exchange Commissions
Washington, DC 20549

                   Re:
Axelerex Corp.
 
Registration Statement on Form S-1
 
Filed April 5, 2018
 
File No. 333-224157

Dear Mr. Kuhn:

In response to your letter dated May 2, 2018 here are the answers to your comments.

Form S-1 Filed April 5, 2018

General

1. Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Response:  We do not plan to engage in oral or written communication to potential investors that are qualified institutional buyers or institutions that are accredited investors.  Neither had we authorized anybody to do such communication in our behalf.

2. Please disclose that you are a “shell company” as defined by Rule 405 under the Securities
Act of 1933 or provide us with your analysis why you do not fit the definition of a “shell” company.  We note in this regard you appear to have only nominal assets consisting solely of cash and that you appear to have only nominal operations.

Response:  Our company is not qualified as a “shell company” since we engage in business operations.

So far we have executed 3 business contracts as follows:

1.
Kozhya LLC. 1332 Sandy Creek Drive, Allen, TX 75002
2.
Mobile Pet Spa Inc. 2460 Lloydtown-Aurora Rd., King City, ON L7B 1A3
3.
Navigator Travel Inc. 88 Sherwood Glen, Holland Landing, ON L9N 1R3

We expect to extend our operations in the future.
 


 
We have invested in specialized software and computers to be used in development of animated logos and pictures.  Our asset base is small; we rely heavily on creative talent of our Director and Treasurer – this is the valued asset of the company.
All this information is included to our S-1.

Cover Page of Prospectus, page 1

3. Please reconcile your disclosure here and on page 3 that you have "limited earnings" with your disclosure on page 29 that you have generated "no revenue" as of the date of this Prospectus.

Response:  While preparing S-1 we were already engaged in conversation with potential customers and were confident that we get the order.  Disconnect in disclosure is due to timing.  We have update S-1 accordingly

4. Please reconcile your disclosure here that your director and his affiliates have "not acted
as promoters nor do they have a controlling interest in any companies" with your disclosure on page 7 that your president and director is a promoter and will retain significant control of the company after the offering.

Response:  Our director has never acted "as promoters nor do they have a controlling interest in any companies" in the past prior to Axelerex Corp.  We have reconciled this disclosure.

5. Pursuant to Item 501(b)(3) of Regulation S-K, please disclose the aggregate net proceeds that you will receive in this offering assuming all of the shares are sold at the offering price.

Response:   Assuming 100% of shares are successfully sold, total aggregate net proceeds to the company will amount to $100,000.

Summary, page 3

6. We note your disclosure that your offices are located in Germany and that you have identified your target market. Consistent with your disclosure on page 19, please briefly discuss here that you initially intend to target small business clients in North America.

Given the location of your office and officers, please also clarify if you initially intend to
conduct your business largely online or advise.

Response:  Majority of our sale will be done via our website; therefore target markets are not limited to Germany or North America.  Web based businesses are not limited by specific geographical regions. First orders expected to be obtained through personal connections with other businesses. Our treasurer and designer is located in North America and have business contacts in North America.

Going Concern, page 5

7. Please reconcile your disclosure here that your independent auditor "may" express substantial doubt about your ability to continue as a going concern, with your disclosure on pages 3 and F-2 that your auditor has already expressed such doubt. Similarly, please reconcile the disclosure on page 29 that your auditors are "expected" to issue a going concern opinion.
 
2


 
Response:  We have reconciled this disclosure on both page 3 (“may”) and page 29 (“expected”) to read “auditors issued a going concern opinion”.  This disconnect is due to timing differences between preparing of S-1 and company audit.

Our President and Director will allocate only a portion of his time, page 6

8. Please briefly identify and discuss the outside business activities of your executive officers, and the potential conflicts that exist as a result of these other commitments, if material.

Response:  Both our executives, the Director and the Treasurer, both have full time jobs outside of Axelerex Corp.  Both of them dedicate their spare time and efforts free of charge in order to promote Axelerex Corp and to run routine operations.  The full time jobs our executives have are not, in any way, in the area of interest of Axelerex Corp.  Our Director, Mr. Peredkov is research scientist and group manager at the Department of Molecular Theory and Spectroscopy at Max Planck Institute for Chemical Energy Conversion, Berlin, Germany.  Our Treasurer Mr. Orekhovsky is employed by FUSIL Inc. where he is involved in design and production of custom made hi-end carpentry.
Neither Mr. Peredkov nor Mr. Orekhovsky is currently involved in any other enterprises other than Axelerex Corp.

We don’t see any potential conflict that could arise as a result of our executives’ current employment.

We are selling shares in this offering without an underwriter, page 8

9. Please clarify here or in a separate risk factor that because this is a best efforts offering with no minimum, the company may not raise enough funds to pursue its business plan.

Response: Added as a separate risk factor.

Emerging Growth Company Status, page 16

10. Please refer to the last paragraph of this section. Please clarify and reconcile your disclosure here regarding your election under Section 107 of the JOBS Act regarding complying with new or revised accounting standards with the disclosure at page 26 that indicates you are choosing to "opt out" of an extended transition period to comply with new or revised accounting standards.

Response:  We have reconciled page 26 to be consistent with page 16 to read “take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102 (b)(1) of the JOBS Act”.

Business of Issuer, page 17

11. Please provide support for some of your statements in this section regarding animation and the animation industry, such as Internet users have short attention spans and roughly 75% of them would rather watch a video or demo about any given product or topic than have to read an article about it or revise to state this as your belief. Please also explain what you mean by your statement that animation adds 10 points to the entertainment factor.  Please also clarify what you mean by the example of TED-Ed as a "great example of using animation for explanation." In this regard, please revise to include some context as to how this section relates to your business and business plans.
 
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Response:

a)
Various sources claim that attention span is between 70% and 80% depending on additional parameters, gender or age, for example. For simplicity we put the average of 75%
·
https://www.theguardian.com/media-network/media-network-blog/2012/mar/19/attention-span-internet-consumer
·
https://www.adweek.com/digital/john-stevens-guest-post-decreasing-attention-spans/
·
https://optinmonster.com/video-marketing-statistics-what-you-must-know/
b)
“Animation adds 10 points to the entertainment factor” is just a figure of speech meaning that animation significantly increases the entertainment factor wherever it is used.  We have revised this sentence to avoid any confusion.
c)
TED-Ed (https://ed.ted.com/lessons) is an online platform offering short lessons on various topics.  In these lessons the use of animations prevails as visual format for presentation as animation has unlimited flexibility for delivering and explaining wide range of complex subjects, from ancient history, literature to modern psychology etc.  The main products for our business are short commercial animations.  Example of TED-Ed strongly demonstrates great utility of animations in general, thus supporting our business concept and our plan.

Certain Relationships and Related Transactions, page 25

12. Consistent with your disclosure on page 11 and your verbal agreement as memorialized in Exhibit 10.1, please disclose here that if insufficient funds are raised Mr. Peredkov has agreed to loan you funds to complete the registration process. We also note from your disclosure on page F-11 and in Exhibit 10.3 that Mr. Peredkov provides office space to you at no cost. Please disclose your office arrangement in this section. Please also reconcile your disclosure in the Facilities section on page 21 that you are currently conducting your operations from the facilities that your president provides with your disclosure in the Description of Property section on page 21 that you are currently operating out of the premises of your treasurer.

Response:  Page 25 section was expended to include director’s agreement to loan funds if insufficient proceeds raised from the Offering.  Office rent arrangement disclosure amended to include both Treasurer and Director.  Additional agreement with Treasurer re: office space obtained.

Security Ownership of Certain Beneficial Owners and Management, page 25

13. The disclosure in this section reflects ownership as of December 31, 2017. Please update
the information to reflect the most recent practicable date. Refer to Item 403 of
Regulation S-K.

Response:  Updated.
 
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Plan of Operations, page 27

14. We note that your plan of operations provides a summary of your business plan assuming 25% of your offering is sold. Please briefly expand your disclosure to also discuss your plan of operations assuming 50%, 75% and 100% of your offering is sold. Within this discussion, please clarify the main differences in each plan of operations and detail how the different funding levels will affect your business and current operations.

Response: We have included information requested in this comment in updated version of S-1/A1

15. Within the summary of the business plan, please briefly expand to provide enough information so that it is clear for what the monetary amounts are intended. Examples include "ToonBoom Harmony Advanced - $1320" and the reference to a website in month 3.

Response:  Updated.

Report of Independent Registered Public Accounting Firm, page F-2

16. Please be advised that your auditor’s report does not comply with the new auditor reporting standard. Please include an auditor’s report which meets requirements as outlined in PCAOB AS 3101 effective for audits of fiscal years ending on or after December 15, 2017.

Response: our Auditor has issued an updated auditors’ report in compliance with PCAOB AS 3101.

Exhibits
Exhibit 5.1, page II-1

17. Please have counsel revise the first paragraph of the opinion to reflect that you are registering an offering of 10,000,000 shares of common stock. This paragraph currently references the issuance of 4,000,000 shares.

Response:  our Legal Counsel has corrected a typo in legal opinion letter to read 10,000,000 shares.
 
Updated legal opinion is included as Exhibit 5.1.

Sincerely,
 

/s/ Sergey Peredkov
 
Sergey Peredkov, President 
          June 7, 2018


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