S-1 1 myx_s1.htm FORM S-1

Table of Contents

Registration No. ____________

 

As filed with the Securities and Exchange Commission on September 23, 2025

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

 

 

FORM S-1

 

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________

 

 

MYX, Inc.

(Exact name of registrant as specified in its charter)

 

Wyoming   7374   33-4488011
State or Other Jurisdiction of
Incorporation or Organization)
  Primary Standard Industrial
Classification Code Number
  IRS Employer Identification Number

 

Email: management@legalstage.org

 

1325 Avenue of the Americas, Fl 4

New York, New York 10019

(323) 283-5054

(Address and telephone number of principal executive offices)

 

Business Filings Incorporated

8020 Excelsior Drive, Suite 200
Madison, WI 53717, USA

Phone: 800-981-7183

(Name, address and telephone number of agent for service)

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

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, please check the following box:

 

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 registration statement 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 registration statement 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
  Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

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 states explicitly that this registration statement shall thereafter become effective per section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine.

 

 

   

 

 

PROSPECTUS

 

The information in this prospectus may be changed. These securities may not be sold 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. There is no minimum purchase requirement for the offering to proceed.

 

MYX

9,000,000 SHARES OF COMMON STOCK

$0.02 PER SHARE

 

This is the initial offering of Common stock of Myx, Inc., and no public market exists for the securities being offered. Myx, Inc. is offering for sale a total of 9,000,000 shares of its Common Stock on a “self-underwritten” best effort basis. We will offer the shares at a fixed price of $0.02 per share, for the total amount of the offering of $180,000 net. We will offer them for a period not to exceed 270 days from the date of this prospectus; unless extended by our Board of Directors for an additional 90 days.

 

$0.02 x 9,000,000 = $180.000 

 

There is no minimum number of shares required to be sold by the Company to access the funds. However, there is a projected minimal threshold for us to implement our plan of operations. See the “Use of Proceeds” and “Plan of Distribution” sections for additional relevant information.

 

Myx, Inc. intends to have its common stock listed for quotation on the OTC Markets. However, there is presently no public market for our common stock, nor an active trading market for our securities may ever develop. Even if our trading market for our security is established, it may not be sustained. Furthermore, we will require the assistance of a market-maker to apply for quotation; but there is no guarantee that a market-maker will agree to assist us. There is no assurance that we will successfully develop a public market. 

 

Myx, Inc. is a development stage startup. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment.

 

Investing in our Class common stock involves risks. Before investing in our shares, you should carefully read this prospectus, particularly the Risk Factors section, beginning on page 5.

 

Myx, Inc. qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).

 

Neither the U.S. Securities and Exchange Commission nor any State securities division has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

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 U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING PURCHASE OF THE GIVEN SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2025

 

 

 

   

 

 

TABLE OF CONTENTS

 

   
PROSPECTUS SUMMARY 1
THE OFFERING 3
SUMMARY FINANCIAL INFORMATION 4
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 11
USE OF PROCEEDS 11
DETERMINATION OF OFFERING PRICE 11
DILUTION 12
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 13
PLAN OF OPERATIONS 15
OFF-BALANCE SHEET ARRANGEMENTS 23
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL 23
RESULTS OF OPERATIONS 24
LIQUIDITY AND CAPITAL RESOURCES 24
DESCRIPTION OF BUSINESS 26
LEGAL PROCEEDINGS 29
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 29
TERM OF OFFICE 31
DIRECTOR INDEPENDENCE 31
COMMITTEES OF THE BOARD OF DIRECTORS 31
EXECUTIVE COMPENSATION 31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34
PLAN OF DISTRIBUTION 35
DESCRIPTION OF SECURITIES 37
INDEMNIFICATION 38
INTERESTS OF NAMED EXPERTS AND COUNSEL 38
EXPERTS 38
LEGAL MATTERS 38
AVAILABLE INFORMATION 38
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 38
FINANCIAL STATEMENTS 39
INDEX TO THE FINANCIAL STATEMENTS F-1

 

 

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained in this prospectus.

 

 

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PROSPECTUS SUMMARY

 

As used in this prospectus, unless the context otherwise requires, “we,” “us,” “our,” and “MYX Inc.” Refers to MYX Inc. The following summary does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock.

 

You should read the following summary together with the more detailed business information, financial statements, and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise requires, “Myx, Inc.,” “we,” “us,” “our,” or “the Company” refer to Myx, Inc., a Wyoming corporation.

 

General Information About Our Company

 

Myx, Inc. was incorporated in Wyoming on February 25, 2025. The Company has incurred losses since its inception. Myx, Inc. owns assets in the form of physical and intellectual property. The principal asset is a digital platform Legal Stage, www.legalstage.org. Legal Stage is a digital platform connecting the U.S. and Chinese theatrical industries through legal assistance, education, contract tools, as well as cultural guidance — empowering performers, producers, and arts institutions to navigate the complexities of cross-border artistic productions. Some of the core features of Legal Stage are IP, contracts, visas, labour laws information that is potentially rendered to international artists.

 

The revenue streams include tiered subscriptions, such as Free, Pro and Enterprise. As well as, help engaging with legal professionals for a fee, sponsored webinars and cultural partnerships.

 

 

 

 

 

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We are not a law firm, and we do not provide legal advice. We provide self-help legal information at our customers' specific direction and general information on legal issues generally encountered. Independent, licensed attorneys will participate in our attorney network to provide services to our customers through our Legal Stage.

 

While we intend to engage in aforementioned business activity, there is no actual assurance that we will be successful in developing our products and services.

 

We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). To implement our plan of operations we anticipate to rise a minimum of $45,000 to finance the next twelve months as described in our Plan of Operations. Also, there is no assurance that we will generate any substantial revenue in the first 12 months after completion our offering, or ever generate substantial revenue.

 

Our audited financial statements from inception February 25, 2025 through May 31,2025, reports limited revenue of 2,184 and a net loss of $99,083. Our independent registered public accounting firm has issued an audit opinion for MYX, Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have established the Company’s projects, developed a business plan, signed four (4) contracts, developed and launched a beta version of the digital platform. As part of our efforts to build a professional and a very capable team, we have six employment agreements with key personnel in addition to the employment agreement with our Chief Executive Officer. These team members are engaged in areas including platform development, marketing, operations, administration, and general startup company launch processes.

 

However, as of the date of this prospectus, there is no public trading market for our common stock and there is no assurance that a trading market for our securities will ever develop.

 

Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We aim for a minimum funding of approximately $45,000 to conduct our proposed operations and pay all expenses for a minimum period of one year, including expenses associated with this offering and maintaining a reporting status with the Securities and Exchange Commission. If we are unable to obtain this funding, our business may fail. We do not anticipate earning some significant revenue until we enter into substantial commercial operations. Since we are presently in the development stage, we can provide no assurance that we will successfully sell any products or services related to our planned activities.

 

 

 

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THE OFFERING

 

The Issuer: MYX INC.
Securities Being Offered: 9,000,000 shares of common stock.
Price Per Share: $0.02
Duration of the Offering: The shares will be offered for a period of one hundred and eighty (180) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 9,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 9,000,000 shares registered under the Registration Statement of which this Prospectus is part.
Projected Net Proceeds to Our Company: $180,000
Securities Issued and Outstanding:

There are 5,000,000 shares of common stock issued and outstanding as of the date of this prospectus. Of these, 4,000,000 shares are held by our CEO and director, Tatyana Muyingo, 280,000 shares are held by our CFO Ana Gaetu, and 720,000 shares are held by several employees, none of whom hold more than 5% of our outstanding shares.

 

If we are successful at selling all the shares in this offering, we will have 14,000,000 shares issued and outstanding.

Subscriptions All subscriptions once accepted by us are irrevocable.
Registration Costs We estimate our total offering registration costs to be approximately $10,000.
Risk Factors See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

 

Our officer, director, control person, and/or affiliates do not intend to purchase any shares in this offering. Please also see the Plan of Distribution section for additional information directly related to this subsection.

 

 

 

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SUMMARY FINANCIAL INFORMATION

 

The tables and information below are derived from our unaudited financial statements for the period from February 25, 2025 (Inception) to May 31, 2025:

 

Financial Summary

As of May 31,2025 ($)

(audited)

Accounts receivable 27,200
Total Assets 73,533
Unearned Revenue 25,016
Total Liabilities 57,416
Total Stockholder’s Deficit 16,117

 

Statement of Operations

Accumulated
from February 25,2025 (Inception)
to May 31,2025:($)

(audited)

Total Expenses (101,267)
Net Loss for the Period (99,083)

 

 

 

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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 following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 

Risks related to our business

 

Our business and services subject the Company to complex regulations regarding the unauthorized practice of law, legal document processing and preparation, legal plans, privacy and other matters. These laws and regulations may result in claims, changes to or discontinuance of some of our services, potential liabilities or additional costs that could have a material adverse effect on our business, results of operations, financial condition and future prospects.

 

Our business involves providing services that meet the needs of our target customers and the industry we are in is subject to a variety of complex regulations.

 

Our business model includes the provision of services that represent an alternative to traditional legal services, which may subject us to allegations of unauthorized practice of law. It generally refers to help to engage with a law professional to give legal advice. However, laws and regulations defining UPL, and the governing bodies that enforce UPL rules, differ among the various jurisdictions in which we may operate. We may not be able to acquire engage licensed attorneys to provide legal advice to our customers, because we may not meet the regulatory requirement of being exclusively owned by licensed attorneys. We are also subject to laws and regulations that govern business transactions between attorneys and non-attorneys, including those related to the ethics of attorney fee-splitting and the corporate practice of law.

 

Therefore, Myx, Inc. faces regulatory risks due to offering legal-related services without being owned by licensed attorneys. Claims of unauthorized practice of law (UPL) rules may limit our operations, invite enforcement, or result in liability—potentially affecting our business and financial outcomes that may lead to our investors losing their money.

 

Regulation of legal document processing and preparation services varies among the jurisdictions in which we conduct business.

 

Regulation of our legal services will vary considerably among the insurance departments, bar associations and attorneys general of the particular regions in which we plan to offer our legal services. In addition, some states may seek to regulate our service as insurance or specialized legal service products. In this light, our processes may stagnate, which could lead to a failure of the business.

 

We are required to comply with laws and regulations related to privacy and the storing, use, processing, disclosure and protection of personal information and other customer data.

 

We are required to comply with a complex and evolving set of laws and regulations relating to privacy, data protection, and information security, including those governing the collection, storage, use, processing, disclosure, and safeguarding of personal information and other customer data. These laws vary across jurisdictions and may include, for example, the California Consumer Privacy Act (CCPA), and other federal, state, and international privacy laws, as well as highly complex laws in China. Non-compliance with any pf these regulations, or any perceived failure to adequately protect personal data, could result in government investigations, regulatory enforcement actions, fines, penalties, legal claims, and damage to our brand and reputation. As our platform expands and our data handling activities increase, we may face higher compliance burdens and escalating risks related to data security breaches or mismanagement.

 

 

 

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Our business operations also subject us to laws and regulations, both in the US and China, relating to general business practices and the manner in which we offer our services to customers subjects us to various consumer laws and regulations, including false advertising and deceptive trade practices.

 

Our operations in the U.S. and China are subject to consumer protection laws, including those against false advertising and deceptive practices. Navigating differing and evolving regulations across jurisdictions may expose us to legal risks, fines, or reputational harm. These uncertainties may significantly impact our growth and make investment in Myx, Inc. inherently risky.

 

Because our auditors have raised a going concern, there is a substantial uncertainty whether we will be able to continue operations, in which case you could lose your investment.

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next year. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

 

Myx, Inc. may continue to incur losses for the foreseeable future. If we are unable to achieve and sustain profitability, we may not be able to continue our operations or meet our financial obligations, which could ultimately lead to the failure of our business.

 

We are a company with limited operations, we have incurred considerable startup expenses that resulted in loses. In addition, in the near future, we expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a result of our planned expansion. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some beyond our control, including regulatory actions, market acceptance of our products and services, new products and service introductions, and competition.

 

We are highly dependent upon the funds to be raised in this offering to run our business, the proceeds of which may be insufficient to achieve substantial revenues and profitable operations. We may need to obtain additional financing which may not be available.

 

Our current operating funds are less than a required amount needed to complete our intended operations for the year. We require the proceeds from this offering to start continue operations, as described in the “Plan of Operation” section of this prospectus.

 

As of May 31, 2025, we had no cash on hand. Our current assets consist primarily of accounts receivable and other non-cash assets. The proceeds of this offering may not be sufficient for us to achieve substantial revenues and profitable operations. We need additional funds to achieve a sustainable sales level where on going operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

 

We anticipate a minimum funding of approximately $45,000 to conduct our proposed operations for a period of one year. If we are not able to raise this amount, or if we experience a shortage of funds prior to funding we may utilize funds from Tatyana Muyingo, our CEO and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Muyingo has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year we may need additional financing. We do not currently have any other arrangements for additional financing.

 

If we are successful in raising the funds from this offering, we plan to continue with activities and operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue with our business plan.

 

 

 

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We are a development stage company and have commenced limited operations in our business. We expect to incur significant operating losses for the foreseeable future.

 

Myx, Inc. commenced with initial business operations. However, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. During this beginning phase, we anticipate that we will incur increased operating expenses without realizing sufficient revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate substantial operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

 

We have limited sales and marketing experience, which increases the risk that our business will fail.

 

We do not have a very extensive experience in the social media or internet industries, and have only nominal sales and marketing experience within the context of our industry. Our future success will depend, among other factors, upon whether our services can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There can be no assurance that our website will gain wide acceptance in its targeted markets or that we will be able to effectively market our services.

 

If we fail to provide high quality services, customer care and customer experience and add new services that meet our customers' expectations, we may not be able to attract and retain customers.

 

The quality of our platform, customer care, and the services provided by licensed attorneys in our network is essential to attracting and retaining customers. While we plan to invest in developing our website, legal tools, and customer support infrastructure, as well as expand our offerings with services like legal plans, these efforts may not succeed if they fail to meet evolving customer expectations. Poor performance—by Legal Stage or participating attorneys—could harm our reputation and negatively affect our growth, revenue, and long-term prospects.

 

Our software may be displaced by newer technology.

 

The software development industries are undergoing rapid and significant technological change. Other companies may succeed in developing or marketing technologies and products that are more effective than those developed used by us, or that would make our software obsolete or non-competitive. Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes through the development and introduction of new products. We may not have the resources to do this. If our product candidates become obsolete and our efforts to secure and develop new products services do not result in any commercial success, our sales and revenues will decline.

 

Myx, Inc. faces strong competition that may limit its growth.

 

The digital legal services market is highly competitive, with many established platforms offering similar tools and resources. Although Legal Stage focuses on the unique legal needs of U.S.-China theatrical collaborations, we may struggle to attract users who are loyal to existing services. If we cannot gain sufficient market share or effectively differentiate our platform, our revenue, growth, and long-term prospects could be negatively affected and our investors may lose their money.

 

Some of our competitors may be able to use their financial strength to dominate the market, which may affect our ability to generate revenues.

 

Some of our competitors may be much larger companies than us and well capitalized. They could choose to use their greater resources to finance their continued participation and penetration of this young market, which may impede our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out-spend us on research and development, as well as marketing and production. We might not be able to maintain our ability to compete in this circumstance

 

 

 

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If we fail to safeguard our customers' information and privacy, our reputation as a Company may be harmed, customers may curtail or stop using our services and we may face claims and potential liabilities, which could adversely affect our business, results of operations, financial condition and future prospects.

 

Our online legal platform is likely to involve the receipt, use, storage, processing and transmission of information from and about some of our customers, some of which may be personal or confidential. We will rely on encryption and authentication technology licensed from third parties to secure the storage and transmission of customer information. Sophistication of intrusion techniques used to gain unauthorized access to or sabotage systems change frequently and are generally not recognized until launched against a target. We may be unable to anticipate these techniques or implement adequate preventative measures. Third parties may also attempt to fraudulently induce our employees or customers to disclose information in order to gain access to customer information. A third party that is able to circumvent our security measures could misappropriate customer or proprietary information or cause interruptions in our business and operations. Computer malware, viruses, hacking and phishing attacks, and spamming could also harm our business and operations. If an actual or perceived breach of our security measures occurs as a result of third-party action, employee error, malfeasance or otherwise, our reputation may be harmed, customers may curtail or stop using our services and we may face claims and potential liabilities, which could adversely affect our business, results of operations, financial condition and future prospects

 

Because our CEO and director will own more than 50% of our outstanding common stock, she will make and control corporate decisions that may be disadvantageous to minority shareholders.

 

Tatyana Muyingour our CEO, will own more than 50% of the outstanding shares of our common stock. Accordingly, she will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Muyingo may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

 

We depend to a significant extent on certain key person, the loss of whom may materially and adversely affect our company.

 

We depend entirely on Tatyana Muyingo for almost all of our operations. The loss of Muyingo would have a substantial negative effect on our company and may cause our business to fail. Muyingo has not been compensated with cash yet. The loss of Muyingo’s services could prevent us from completing the development of our plan of operation and our business.

 

Because our CEO and director may only devote limited time to Myx Inc’s operations, our development of the business may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting enough customers and result in a lack of revenues.

 

Tatyana Muyingo, our CEO and director will only be devoting limited time to our operations. She will be devoting approximately 30 hours a week to our operations. Because she will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in lack of revenues and a possible cessation of operations.

 

Our CEO and director has no experience managing a public company which is required to establish and maintain disclosure control and procedures and internal control over financial reporting.

 

We have never operated as a public company. Tatyana Muyingo, our CEO and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

 

 

 

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Some of our officers do not reside full time in the United States. The U.S. stockholders may face difficulty in effecting service of process against our officers.

 

Our officers do not continuously reside in the United States. The U.S. stockholders could 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.

 

As an “emerging growth company” under the jobs act, we are permitted to rely on exemptions from certain disclosure requirements.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

-have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
-provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;
-comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
-submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
-disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

 

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 to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

Risks associated with this offering

 

Because the offering price has been arbitrarily set by the 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 financial criteria. Additionally, as the Company was formed on February 25,2025 and has only a limited operating history with no 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.

 

 

 

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We are selling this offering without an underwriter and may be unable to sell any shares.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our CEO, who will receive no commissions. There is no guarantee that she will be able to sell any of the shares. Unless she is successful in receiving the anticipated proceeds in the amount of $45,000 from this offering, we may have to seek alternative financing to implement our business plan.

 

The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company's securities.

 

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, 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 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

 

Our president, Ms. Muyingo does not have any prior experience offering and selling securities, and our offering does not require a minimum amount to be raised. As a result of this we may not be able to raise enough funds to commence and sustain our business and investors may lose their entire investment.

 

Ms. Muyingo does not have any experience conducting a securities offering. Consequently, we may not be able to raise any funds successfully. Also, the best effort offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.

 

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

 

We are not currently listed on any public exchange, and there is no existing market for our common stock. While we plan to apply for quotation on the OTC Markets, there is no guarantee that our application will be approved or that a market will develop. Without a public trading market, it may be difficult or impossible for investors to sell their shares or realize any return on their investment.

 

Financial industry regulatory authority ("FINRA") sales practice requirements may also limit our shareholders' ability to buy and sell our common stock, which could depress the price of our shares.

 

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Before recommending inexpensive speculative securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit one's ability to buy and sell our shares, harm the market for our shares, and thereby reduce our share price.

 

The company's investors may suffer future dilution due to issuances of shares for various considerations in the future.

 

Our Articles of Incorporation authorizes the issuance of 90,000,000 shares of common stock, par value $0.02 per share, of which 5,000,000 shares are currently issued and outstanding. If we sell the 9,000,000 shares being offered in this offering, we would have 14,000,000 shares issued and outstanding. As discussed in the “Dilution” section below, the issuance of the shares of common stock described in this prospectus will result in substantial dilution in the percentage of our common stock held by our existing shareholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

 

10 

 

 

FORWARD LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

 

USE OF PROCEEDS

 

Our offering is being made on a self-underwritten and “best-efforts” basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 10%, 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 and there is no guarantee that we will receive any proceeds from the offering.

 

 

Description

Gross proceeds

  If 25% Sold
($45,000)
   If 50 Sold
($90,000)
   If 75% Sold
($135,000)
   100% Sold
($180,000)
 
Platform Development  $15,000   $35,000   $55,000   $75,000 
Marketing & Client Acquisition  $6,000   $15,000   $25,000   $35,000 
General & Administrative (G&A)  $6,000   $12,000   $20,000   $28,000 
Legal, Accounting & Compliance  $4,000   $8,000   $12,000   $16,000 
Contingency / Working Capital  $4,000   $10,000   $13,000   $16,000 
Total Net Proceeds  $35,000   $80,000   $125,000   $170,000 
Offering Expenses (fixed)*  $10,000   $10,000   $10,000   $10,000 
Total Gross Proceeds  $45,000   $90,000   $135,000   $180,000 

 

*Not from the offering secured funds (Director loaned)

 

The above figures represent only estimated costs. Tatyana Muyingo, is willing to loan the Myx, Inc. funds if needed. These loans would be necessary if the proceeds from this offering are not sufficient to implement our business plan and maintain reporting status and quotation on the OTC Markets. Ms. Muyingo will not be paid any compensation from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Ms. Muyingo. Ms. Muyingo will be repaid from revenues of operations if and when we generate sufficient revenues to pay the obligation.

 

DETERMINATION OF OFFERING PRICE

 

The offering price of the shares has been determined arbitrarily. 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 cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

 

 

 

11 

 

 

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 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 stockholder.

 

The following table sets forth as of May 31, 2025 the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase 25%, 50%, 75% or 100% of the offering, after deduction of offering expenses payable by us, assuming a purchase price in this offering of $0.02 per share of common stock.

 

Percentage of Funding 100% 75% 50% 25%
Gross proceeds $180,000 $135,000 $90,000 $45,000
Less: offering expenses ($10,000) ($10,000) ($10,000) ($10,000)
Net proceeds to company $170,000 $125,000 $80,000 $35,000
Offering price per share $0.02 $0.02 $0.02 $0.02
Shares sold in offering 9,000,000 6,750,000 4,500,000 2,250,000
Shares outstanding after offering 14,000,000 11,750,000 9,500,000 7,250,000
Net tangible book value before offering $(16,283) $(16,283) $(16,283) $(16,283)
Net tangible book value per share before offering $(0.0033) $(0.0033) $(0.0033) $(0.0033)
Net tangible book value after offering $153,717 $108,717 $63,717 $18,717
Net tangible book value per share after offering $0.0110 $0.0093 $0.0067 $0.0026
Increase in book value per share $0.0143 $0.0126 $0.0100 $0.0059
Dilution per share to new investors $0.00896 $0.0107 $0.0133 $0.0174
Dilution as a percentage of offering price 44.8% 53.6% 66.7% 87.0%
Ownership by existing shareholders 35.7% 42.6% 52.6% 69.0%
Ownership by new investors 64.3% 57.4% 47.4% 31.0%

 

 

 

12 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

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.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

·have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
·provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;
·comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
·submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
·disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

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 to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

As of May 31, 2025, we had no cash on hand. Our current assets consist primarily of accounts receivable and other non-cash assets. We do not believe that these assets are sufficient to fund our operations for any meaningful period of time. We will require additional capital to commence or continue our planned business activities.

 

We plan to utilize funds from Tatyana Muyingo, our Chairman and President, who has intends to advance funds to allow us to pay for offering costs, filing fees, and professional fees. Ms. Muyingo, however, has made no formal commitment, arrangement or legal obligation yet to advance or loan funds to the company. In order to implement our plan of operations for the next year, we require a minimum of $45,000 of funding from this offering. Being a development stage company, we have very limited operating history. Our principal executive offices are located at 1325 Avenue of the Americas, Fl 4 New York, New York 10019. Our phone number is (323) 283-5054.

 

We are a development stage company and have recognized limited revenue. Our revenue to date is $2,184 as of May 31, 2025. Our full business plan entails activities described in this Form accordingly ap. Long-term financing beyond the maximum aggregate amount of this offering may be required to expand our business.

 

 

 

13 

 

 

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. This is because we have generated no revenues and no substantial revenues are 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. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

 

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $180,000 from this offering, we may need more funds for ongoing business operations after the first year, and would have to obtain additional funding.

 

 

 

 

 

14 

 

 

PLAN OF OPERATIONS

 

We were incorporated in the State of Wyoming on February 25, 2025. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are a development stage company that only recently started its operations. If we are unable to successfully find clients who will use our service, we may quickly use up the proceeds from this offering.

 

During the 12-month period, we will be developing our business by concentrating on creation of a database of international lawyers, solicitors, notaries, consultants, from different branches of law and business. We intend to offer a possibility of communication via our specially designed website and a mobile application. We intend to spend the funds on developing our enterprise.

 

Our plan of operations is as follows:

 

Expense Plan: (45,000$)

No. Month expenditure Amount
month USD ($)
1 Office lease 550
1 Furniture and equipment 800
1 Accountant 250
1 Phone, Internet, utilities and other miscellaneous expenses 200
1 Market research, Information gathering, database building 800
2 Office lease 650
2 Phone, Internet, utilities and miscellaneous expenses 200
2 Accountant 350
2 Market research, Information gathering, building database 800
3 Office lease 650
3 Phone, Internet, utilities and miscellaneous expenses 200
3 Translation services 450
Marketing, brand and design services
3 Market research, Information gathering, building database 250
3 Office lease 800
4 Phone, Internet, utilities and miscellaneous charges 350
4 Accountant 350
4 Travel, transport and per diems (flights, accommodation, meals) 250
4 Website 4000
4 Office lease 1300
5 Phone, Internet, utilities and other miscellaneous charges 350
5 Accountant 350
5 Website, marketing 450
5 Office lease 1200
6 Phone, Internet, utilities and other miscellaneous charges 350
6 Accountant 350
6 Website, marketing 250
6 Travel and perdiems (flights, accommodation, meals, entertainment expenses) 1200
6 Development of the app 1000
7 Office lease 4000
7 phone, Internet, utilities and miscellaneous charges 350
7 Accountant 350
7 Website, app marketing 250
7 Manager 1200
8 Office lease 1350
8 phone, Internet, utilities and other miscellaneous charges 350
8 Accountant 300

 

 

 

15 

 

 

 

8 Website and app marketing 250
8 Manager 1200
8 Translation services 350
9 Office lease 1450
9 Phone, Internet, utilities and other miscellaneous charges 350
9 Accountant 300
9 Website and app marketing 250
9 Manager 1200
10 Office lease 1450
10 Phone, Internet, utilities and other miscellaneous charges 350
10 Accountant 350
10 Website and app marketing 550
10 Consultancy manager salary 1200
11 Office lease 1350
11 Phone, Internet, utilities and other miscellaneous charges 350
11 Accountant 350
11 Website and app marketing 1300
11 Manager 500
12 Office lease 1350
12 Phone, Internet, utilities and miscellaneous charges 200
12 Accountant 350
12 Website and app marketing 1800
12 Manager 1350
  TOTAL: 12 months 45 000

 

 

 

 

16 

 

 

Expense Plan: (90,000$)

 

No.
month
Month expenditure

Amount

USD ($)

1 Office lease 700
1 Furniture and equipment 1600
1 Accountant 500
1 Phone, Internet, utilities and other miscellaneous charges 400
1 Information gathering, database creation 1600
1 Market analysis 2000
2 Clients research and attraction systems, networking and events 4000
2 Office lease 700
2 Phone, Internet, utilities and other miscellaneous charges 400
2 Accountant 500
2 Information gathering, database creation 1600
2 Equipment maintenance 200
3 Business structure improvements, training, seminars, innovations 2000
3 Office lease 900
3 Phone, Internet, utilities and other miscellaneous charges 400
3 Design, brand development, translation 900
3 Information gathering, database broadening 200
3 Office lease 1600
4 Phone, Internet, utilities and other miscellaneous charges 3000
4 Translation services 700
4 Design, brand development, translation 400
4 Information gathering, database expansion 500
4 Concepts development of projects and its management 2000
5 Office lease 2800
5 Phone, Internet, utilities and other miscellaneous expenses 700
5 Accountant 400
  Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 500
5 Website expansion 2400
    0
6 Office lease 700
6 Phone, Internet, utilities and other miscellaneous charges 400
6 Accountant 500
6 Office lease 2400
6 Phone, Internet, utilities and other miscellaneous charges 2000
6 Accountant 8000
6 Improvement of website & app listings 200
7 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 700
7 App software development 400
7 Office lease 500
7 Phone, Internet, utilities and other miscellaneous charges 2400
7 Accountant 700
7 Improvement of website & app listings 900
8 Manager 700

 

 

 

17 

 

 

8 App software development 400
8 Office lease 500
8 Phone, Internet, utilities and other miscellaneous charges 2400
8 Accountant 700
8 Improvement of website & app listings 900
9 Manager 700
9 Translation services 400
9 Office lease 500
9 Phone, Internet, utilities and other miscellaneous charges 2400
9 Accountant 700
9 Manager 700
10 Office lease 400
10 Phone, Internet, utilities and other miscellaneous charges 500
10 Accountant 2400
10 Improvement of website & app listings 700
10 Manage 4000
10 Other marketing expenditure 700
11 Office lease 400
11 Phone, Internet, utilities and other miscellaneous charges 500
11 Accountant 2400
11 Improvement of website & app listings 700
11 Manger 2800
11 Equipment maintenance 700
12 Office lease 400
12 Phone, Internet, utilities and other miscellaneous charges 500
12 Accountant 3000
12 Improvement of website & app listings 700
12 Manager 4800
  TOTAL: 12 months 90000

 

 

 

18 

 

 

Expense Plan: (135,000$)

 

No.

month

Month expenditure Amount
USD ($)
1 Office lease 700
1 Office furniture and equipment 1600
1 Staff salary 1000
1 Phone, Internet, utilities and other miscellaneous charges 400
1 Information gathering, database expansion 1600
1 Website development 3000
1 Design, pricing analysis, sales planning 1200
1 Installation of own accounting systems (licenses, software) 2200
2 Office lease 700
2 Phone, Internet, utilities and other miscellaneous charges 400
2 Staff salary 2000
2 Information gathering, database expansion 1600
2 Maintenance costs and equipment operation 200
2 Website optimization in search systems, logo development, site identity 3300
3 Office lease 700
3 Phone, Internet, utilities and other miscellaneous charges 400
3 Translation expenses 900
  Staff salary 2000
3 Brand and design expenses 400
3 Information gathering, database expansion 1600
3 Equipment maintenance 200
3 Website search systems optimization 2700
3 Office lease 700
4 Phone, Internet, utilities and other miscellaneous charges 400
4 Staff salary 2000
4 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 2000
4 Equipment maintenance 200
4 Website search system optimization, web technical improvements 3700
4 Office lease 700
5 Phone, Internet, utilities and other miscellaneous charges 400
5 Staff salary 3000
5 Equipment maintenance 200
5 Website search system optimization, web technical improvements 4100
5 Office lease 700
6 Phone, Internet, utilities and other miscellaneous charges 400
6 Staff salary 2000
6 Enterprise structure optimization 2800
6 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 2000
    0
6 Mobile app development payment 8000
6 Accountant 1600
6 Improvement of website and app listings 400

 

 

 

19 

 

  

6 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 3800
7 App development 700
7 Furniture equipment 400
7 Equipment maintenance 3000
7 Improvement of search systems, project management, coordination and supervision, reputation management 4400
7 Office lease 8000
7 Phone, Internet, utilities and other miscellaneous charges 200
8 Staff salary 700
8 Improvement of search systems, project management, coordination and supervision, reputation management 400
8 App development 5000
  Equipment maintenance 4200
8 Office lease 900
8 Phone, Internet, utilities and other miscellaneous charges 700
9 Staff salary 400
9 Improving search listings, project management, coordination and supervision 3000
9 Translation services 4200
9 Office lease 700
10 Phone, Internet, utilities and other miscellaneous charges 400
10 Staff salary 4000
10 Promotion in search systems, project management (coordination and supervision) 4200
10 Expenditure for promotion, conferences and seminars 4000
11 Office lease 700
11 Phone, Internet, utilities and other miscellaneous charges 400
11 Staff salary 4000
11 Promotion in search systems, project management (coordination and supervision) 4200
12 Office lease 700
12 Phone, Internet, utilities and other miscellaneous charges 400
12 Staff salary 3000
12 Online listings upgrades, project management, coordination and supervision 4200
  TOTAL: 12 months 135000

 

 

 

 

20 

 

 

Expense Plan: (180,000$)

 

No.

month

Monthly expenditure Amount
USD ($)
1 Office lease 800
1 Equipment and furniture 2400
1 Staff salary 2000
1 Phone, Internet, utilities and other miscellaneous charges 800
1 Information gathering, database expansion 1600
1 Website 3400
1 Optimization of business strategies, design, pricing, sales planning 5000
1 Installation of own accounting systems (licenses, software) 2000
2 Office lease 800
2 Phone, Internet, utilities and other miscellaneous charges 800
2 Staff salary 3000
2 Information gathering, database expansion 1600
2 Equipment maintenance 200
2 Online listings optimization, brand and logo 3700
3 Internal assessment, self audit, benchmarking, quality control 6000
3 Office lease 800
3 Phone, Internet, utilities and other miscellaneous charges 800
3 Translation services 900
3 Staff salary 3000
3 Design brand development 400
3 Information gathering, database expansion 1600
3 Equipment maintenance 200
3 Online listings upgrades 3100
4 Improving structural organization of the company, external consultant 4000
4 Office lease 800
4 Phone, Internet, utilities and other miscellaneous charges 800
4 Staff salary 3000
4 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 2000
4 Equipment maintenance 200
4 Optimization in search engines, technical improvements of the website 4100
4 Staff and management training 2000
5 Office lease 800
    0
5 Phone, Internet, utilities and other miscellaneous charges 800
5 Staff salary 3000
5 Equipment maintenance 200
5 Optimization in search engines, website development 4300
6 Office lease 800
6 Phone, Internet, utilities and other miscellaneous charges 800
6 Staff salary 3000

 

 

 

21 

 

 

6 Seminars, motivational trainings, new methods introduction, optimization of the management structure 2000
6 Travel expenses, per diems, (flights, accommodation, meals, other miscellaneous) 2000
6 App development 8000
6 Office furniture and equipment 2400
6 Equipment maintenance 400
6 Improving search engines listings, project management, coordination and supervision, reputation management 4100
6 Broadening business functions, introduction of sub-units 4000
7 Office lease 800
7 Phone, Internet, utilities and other miscellaneous charges 800
7 Staff salary 3000
7 Search engines listings improvements, project management (coordination and supervision) 3000
7 Mobile app installation and guide 8000
7 Equipment maintenance 400
7 Design, development and improvement of database management systems, automation processes, implementation of special applications 4500
7 Certificates of international standards 4700
8 Office lease 800
8 Phone, Internet, utilities and other miscellaneous expenses 800
8 Staff salary 3000
8 Search engines listings, project management (coordination and supervision) 4100
8 Translation services 900
9 Office lease 800
9 Phone, Internet, utilities and other miscellaneous charges 800
9 Staff salary 3000
9 Optimization of search engine listings, project management (coordination and supervision) 4100
    0
9 Staff training, team building, seminars, conferences 3400
10 Office lease 800
10 Phone, Internet, utilities and other miscellaneous charges 800
10 Staff salary 3000
10 Search engine listings improvement, project management (coordination and supervision) 4100
10 Advertising 4000
11 Office lease 800
11 Phone, Internet, utilities and other miscellaneous charges 800
11 Staff salary 3000
11 Search engine listings 4100
11 Problem solving 2600
12 Office lease 800
12 Phone, Internet, utilities and other miscellaneous charges 800
12 Staff salary 3000
12 Website online ranking boosting 4100
12 The generalization of the results of market analysis, analysis of services sector 2000
  TOTAL: 12 months 180000

 

 

 

22 

 

 

Estimated Expenses for the Next Twelve Month Period

 

The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.

 

Description

Gross proceeds

  If 25% Sold
($45,000)
   If 50% Sold
($90,000)
   If 75% Sold
($135,000)
   100% Sold
($180,000)
 
Platform Development  $15,000   $35,000   $55,000   $75,000 
Marketing & Client Acquisition  $6,000   $15,000   $25,000   $35,000 
General & Administrative (G&A)  $6,000   $12,000   $20,000   $28,000 
Legal, Accounting & Compliance  $4,000   $8,000   $12,000   $16,000 
Contingency / Working Capital  $4,000   $10,000   $13,000   $16,000 
Total Net Proceeds  $35,000   $80,000   $125,000   $170,000 
Offering Expenses (fixed)*  $10,000   $10,000   $10,000   $10,000 
Total Gross Proceeds  $45,000   $90,000   $135,000   $180,000 

 

 

Description

Gross proceeds

  If 25% Sold
($45,000)
   If 50% Sold
($90,000)
   If 75% Sold
($135,000)
   100% Sold
($180,000)
 
Platform Development  $15,000   $35,000   $55,000   $75,000 
Marketing & Client Acquisition  $6,000   $15,000   $25,000   $35,000 
General & Administrative (G&A)  $6,000   $12,000   $20,000   $28,000 
Legal, Accounting & Compliance  $4,000   $8,000   $12,000   $16,000 
Contingency / Working Capital  $4,000   $10,000   $13,000   $16,000 
Total Net Proceeds  $35,000   $80,000   $125,000   $170,000 
Offering Expenses (fixed)  $10,000   $10,000   $10,000   $10,000 
Total Gross Proceeds  $45,000   $90,000   $135,000   $180,000 

*Note from the offering secured funds (Director loaned)

 

Complete Our Public Offering

 

We expect to complete our public offering within 180 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to offer our services and products for profit.

 

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.

 

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in the start-up stage of operations and have recognized limited revenue as of May 31, 2025. 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.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.

 

 

 

23 

 

 

RESULTS OF OPERATIONS

 

From Inception on February 25, 2025 to May 31, 2025

 

In this period we have incorporated the Company and prepared a business plan, a full plan of operations has been drafted, four contracts have been secured, and equipment has been received from our director as capital contribution. Company’s losses since inception to May 31, 2025 stands at 99,083.

 

MYX, Inc., has entered into two Subscription Agreements for early access to our beta platform with two corporate clients. The first agreement was signed on April 3, 2025, and the second on April 14, 2025. Each agreement is valued at $1,100 and provides the client with subscription-based access to our online platform, which offers digital tools and resources for legal and consulting navigation. As of May 31, 2025, one month of access was provided under each agreement, and a total of $184 was recognized as revenue. The remaining balance of $2,016 is recorded unearned revenue.

 

Payment is due within 60 days of invoice, and the total outstanding amount of $2,200 is currently recorded as accounts receivable

 

On May 1, 2025, we signed a Cross-Platform Marketing Services Agreement with a Kenneth Tindle, Ltd. Under this agreement, MYX Inc. provides digital marketing and promotional services across our platform, media channels, and client-facing materials. The total value of the contract is $25,000 for a 12-month term. As of May 31, 2025, services valued at $2,000 have been delivered and recognized as revenue . The remaining balance of $23,000 will be recognized as services are performed and is recorded as unearned revenue . Payment is due within 60 days of invoice, and the total outstanding amount of $25,000 is currently recorded as accounts receivable.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of May 31, 2025, the Company had no cash on hand. Our current assets consist of accounts receivable of $27,200, primarily from early access subscription agreements and a marketing services agreement. We also report non-cash assets consisting of capitalized software development costs of $32,400 and office equipment contributed by our CEO valued at $13,933.

 

Since inception, we have funded our operations primarily through non-cash contributions and limited service agreements. These contributions included office equipment and software development efforts performed by contractors, which have been capitalized as intangible assets. As a result, our capital resources to date have been minimal, and our operations have been limited in scope.

  

We incurred a net loss of $99,083 for the reporting period ended May 31, 2025, and generated $32,400 in net cash from operating activities, primarily due to non-cash items such as stock-based compensation and changes in working capital. While the Company has generated positive cash flows from operating activities, it remains in the early stages of development and has not yet achieved profitability. These factors continue to raise substantial doubt about the Company's ability to continue as a going concern without securing additional funding or generating consistent revenues.

 

Since inception, we have issued 4,000,000 shares of common stock to our CEO and director and 280,000 shares of common stock to our CFO, and 720,000 shares of common stock to other employees as part of stock-based compensation under their respective employment agreements. These shares were issued at a par value of $0.02per share, for total consideration of $100,000 recognized as compensation expense.

 

To address our liquidity needs, we are offering 9,000,000 shares of common stock at a price of $0.02 per share pursuant to this offering. If the offering is fully subscribed, we expect gross proceeds of $180,000 before deducting offering expenses estimated at $10,000. We plan to allocate the net proceeds toward continued platform development, marketing efforts, operational infrastructure, and key personnel expenses, as outlined in our "Use of Proceeds" section.

 

Our future liquidity will depend on the successful completion of this offering, further subscription and service agreements, and potential financing through equity or debt. There can be no assurance, however, that additional financing will be available on acceptable terms, or at all.

 

 

 

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We intend to raise funds in order to proceed with our plan of operations. We will likely utilize funds from our director Tatyana Muyingo, who has agreed to loan the company funds to complete the registration process if offering proceeds are insufficient to implement our plans. However, Ms. Muyingo has no formal commitment, arrangement or legal obligation to advance or loan funds to the Company. Ms. Muyingo’s verbal agreement to provide us loans for various costs is non- binding and discretionary. In order to proceed with our 12 month plan of operations, we need a minimum of $45,000. We cannot guarantee that we will be able to sell all any amount of the shares required to satisfy our one year financial requirements. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We are going to attempt to raise at least the minimum funds necessary to proceed with our plan of operations. In the long term, we may need additional financing. We do not currently have any arrangements for 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 to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can 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. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. Over the next year, being a reporting public company, we expect associated reporting costs of approximately $10,000.

 

The Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

 

Should the Company fail to raise a minimum of $45,000 under this offering the Company would be forced to scale back or abandon the implementation of its 12-month plan of operations.

 

 

 

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DESCRIPTION OF BUSINESS

 

 

 

In General

 

Legal Stage™ is a bilingual digital platform designed to bridge the U.S. and Chinese theatrical industries by offering legal education, contract tools, and cultural guidance for artists and producers. Its mission is to make legal support accessible and tailored for international performing arts professionals. Core features include a Legal Academy, contract templates, lawyer consultations, and a cultural exchange forum. The platform targets creatives and institutions engaged in cross-border productions, with revenue generated through tiered subscriptions, legal consultations, and partnerships. In a globalizing theatre landscape, Legal Stage uniquely combines law, language, and creativity to meet the rising demand for legal clarity in international arts.

 

Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company. It is possible that won’t be able to achieve profitability and we might be forced to cease operations due to the lack of funding.

 

Other services we intend to provide and potential clients

 

The Company will also provide corporate consulting services. We will provide a range of services to individuals and organizations, with particular emphasis on arts:

 

Company registration/incorporation, sole proprietor or corporation registration/consultation, strategic business planning, and communication with various institutions. Specific services will be provided either by MYX, Inc. or via our network of other professional with particular expertise in arts.

 

We are not a law firm

 

MYX, Inc, won't provide legal advice. The Company will provide self-help information at our customers' specific direction and general information on legal issues generally encountered. Independent, licensed attorneys will participate in our attorney network to provide services to our customers through our platform.

 

Marketing

 

We believe that the key marketing strategy for our type of business is online marketing. We plan to advertise our company through various internet technologies.

 

We intend to maintain an extensive marketing campaign that will ensure maximum visibility for the business in its target market. We want to develop an online presence by developing the visibility of our Platform. MYX, Inc. intends to use a number of online marketing strategies to drive traffic to the website including pay-per-click advertising as well as advertisements on social networking websites.

 

 

 

26 

 

 

We plan to sell our product and offer our services through direct mail, email, cold calls, business meetings and corporate presentations.

 

Even if we are able to obtain sufficient number of customers to buy our products and services, there is no guarantee that it will cover our costs and that we will be able retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue it would materially affect our financial condition and our business could be negatively affected.

 

Competition

 

We expect to face increasing competition in the online and offline legal services markets from law firms, solo attorneys, online legal document services, national legal plans and other service provider such as Creators Legal, Callidus AI, and Lexdot. Failure to effectively compete with these providers may adversely affect our business, results of operations, financial condition and future prospects.

 

Among other, we intend to provide legal documents service. The online legal document services market is evolving rapidly and is becoming increasingly competitive. Other companies that focus on the online legal document services market, and law firms that may elect to pursue the online legal document services market, could directly compete with us. Law firms and solo attorneys, who provide in-person consultations and are able to provide direct legal advice that we cannot offer due to laws and regulations regarding UPL, compete with us offline and have and may develop competing online legal services. Many of the potential competitors have focused on employer-sponsored markets or have acquired customers through in-person multi-level marketing.

 

Insurance

 

At present, we do not maintain any insurance, however we do intend to maintain insurance in the future. Because we do not have any insurance right now, if we are made a party of a products liability action, before we purchase an insurance, we are likely not to have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease the process of building the Company.

 

Employees; Identification of Certain Significant Employees.

 

As of the date of this prospectus, we have seven employees, including our director, Tatyana Muyingo, who serves as Chief Executive Officer. In addition, we have entered into agreements with the following key team members:

 

·Ana Gaetu, Chief Financial Officer – responsible for financial oversight, budgeting, and compliance.
·David Lierce, Chief Operating Officer – responsible for day-to-day operations and organizational planning.
·Rene Laurence, Lead Software Developer – leading the architecture and development of our platform and related technology.
·Kim Poeung, Creative Director – responsible for user experience, design, and brand visual strategy.
·Adam Jandu, Marketing and Sales Lead – overseeing brand positioning, customer acquisition, and sales strategies.

 

We also employ our administrative assistant David Portel, who supports general office functions. We do not have any collective bargaining agreements, and we believe our employee relationships are good.

 

Government Regulation

 

We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we conduct activities. We do not believe that existing regulations will have a negative material impact on the way we plan to conduct our business.

 

However, there are possible concerns that will need addressing before such a business can operate within the US and possibly China jurisdiction where we plan to carry out our operations in the future.

 

 

 

27 

 

 

Privacy

 

Data storage and privacy are becoming real concerns for end users. These concerns regarding privacy and data protection can be addressed by us drafting effective terms of use and privacy policy statements that are reflective of the developer’s consumer base and privacy practices. The terms of use and privacy statements should at a minimum include, (i) what information is collected, (ii) how is it stored (iii) how is it used by the developer (iv) whether the information is shared with third parties, (v) how can the user opt out providing such information, and (vi) contact information for end user complaints of the user data. If the App does collect and share personal information, then we as the developer should get consent from the end user for doing so.

 

Additional considerations will arise if we collect financial, personal, or health data.

 

·Terms of Use - is basically a legal agreement that we, the platform developer, are entering with every user of our app. The agreement happens automatically when a user uses our app. It basically sets forth what the app is, how it should be used, what constitutes improper use, and what the consequences of improper use will be. If we clearly lay out the rules for how our platform and the app can and cannot be used, we are lowering the possibility that someone can sue us if something bad happens as a result of their use of our app.
·Recent Developments

On June 3, 2025, we amended our Articles of Incorporation to increase our authorized common stock from 5,000,000 shares to 90,000,000 shares. The amendment was adopted to facilitate our planned offering under this registration statement.

 

 

 

 

 

 

 

 

 

 

28 

 

 

LEGAL PROCEEDINGS

 

During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

 

The name, age and titles of our executive officer and director are as follows:

 

Name and Address of Executive

Officer and/or Director

  Age  Position

Tatyana Muyingo,

1325 Avenue of the Americas, Fl 4

New York, New York 10019

  53  President, Treasurer, Secretary and Director
(Principal Executive)

 

Tatyana Muyingo has acted as our President, Treasurer, Secretary and Director since we incorporated on February 25, 2025. Ms. Muyingo owns 80% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Muyingo was going to be our President, Chief Executive Officer, Treasurer, and Secretary and sole member of our board of directors.

 

Tatyana Muyingo is a multilingual entrepreneur and cultural strategist with over a decade of cross-border digital and legal education experience in the arts. She is the ex founder and CEO of Max, Inc., creator of Arts Stage™, a bilingual legal-tech platform serving the U.S.-China performing arts industry. Her work centres on bridging legal, cultural, and creative systems to empower artists with accessible legal tools and support.

 

Education & Training

 

Classical & Contemporary Dance, Central School of Ballet, London, 1990s

Harrogate College of Arts and Technology 2015-2017

 

Professional Experience

 

10+ years leading digital legal education initiatives for the arts in the U.K., China, U.S., and Eastern Europe Developer of cross-border legal tools for performers, including contract templates, IP education, and visa support Consultant to legal and cultural institutions on international mobility, artist rights, and digital workflow design

 

Languages

 

English (fluent)

Russian (fluent)

Serbian (fluent)

Mandarin Chinese (beginner)

 

 

 

29 

 

 

Focus Areas

 

International entertainment law

Digital transformation in the arts

Legal access for performers and producers

U.S.-China cultural exchange

 

During the past ten years, Ms. Muyingo has not been the subject to any of the following events:

 

1. Any bankruptcy petition filed by or against any business of which Ms. Muyingo was 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 Ms. Muyingo’s 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.

 

5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

i. Any Federal or State securities or commodities law or regulation; or

 

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

1. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

 

 

30 

 

 

TERM OF OFFICE

 

Our Director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Wyoming Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

 

DIRECTOR INDEPENDENCE

 

Our Board of Directors is currently composed of one member, Tatyana Muyingo, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

 

COMMITTEES OF THE BOARD OF DIRECTORS

 

We do not yet have an audit committee, and the financial decisions and oversight are currently discussed at the board level.

 

EXECUTIVE COMPENSATION

 

MANAGEMENT COMPENSATION

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on February 25,2025 until May 31,2025:

 

Summary Compensation Table

 

Name and

Principal

Position

  Period  

Salary

($)

  

Bonus

($)

  

Stock

Awards

($)

  

Option

Awards

($)

  

Non-Equity

Incentive Plan

Compensation

($)

  

All Other

Compensation

($)

  

All Other

Compensation

($)

  

Total

($)

 
Tatyana Muyingo, President, Secretary and Treasurer   February 25,2025 to May 31,2025    -0-    -0-    80,000    -0-    -0-    -0-    -0-    80,000 
Ana Gaetu, CFO   February 25,2025 to May 31,2025    -0-    -0-    5,600    -0-    -0-    -0-    -0-    5,600 

 

The Company has entered into employment agreements with its Executive Officer and director, Tatyana Muyingo and with its Financial Officer Anna Gaetu effective March 10, 2025.

 

 

 

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Ms. Muyingo currently devotes a minimum of thirty (30) hours per week to manage the affairs of the Company. Beside the awarded shares package, she is willing to work with no remuneration until such time as the company starts generating sufficient revenue necessary to provide a salary to her start-up. At this time, we cannot accurately estimate when such revenues will occur to implement the compensation, or what the amount of the compensation will be.

 

Our Chief Financial Officer devotes approximately twenty (20) hours per week to the Company’s operations. She has also agreed to serve without remuneration for the foreseeable future. Any future compensation arrangements with the CFO will depend on the Company’s financial condition and ability to generate sustained revenue.

 

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

 

Director Compensation

 

The following table sets forth director compensation for the period From Inception on February 25,2025 until May 31,2025:

 

Name 

Fees Earned or Paid in Cash

($)

   Stock Awards ($)  

Option Awards

($)

   Non-Equity Incentive Plan Compensation ($)   Nonqualified Deferred Compensation Earnings   All Other Compensation ($)  

Total

($)

 
Tatyana Muyingo   -0-    80,000    -0-    -0-    -0-    -0-    80,000 

 

Summary Compensation Table – Other Employees

 

The following table sets forth certain information about stock-based compensation awarded to employees who are not executive officers or 5% beneficial owners, during the period from February 25, 2025 to May 31, 2025:

 

Name  Principal Position  Period 

Salary

($)

 

Bonus

($)

  Stock Awards ($) 

Option Awards

($)

  Non-Equity Incentive Plan Compensation ($)  All Other Compensation ($) 

Total

($)

Kim Poeung  Creative Director  Feb 25 – May 31, 2025  -0-  -0-  2,400  -0-  -0-  -0-  2,400
Rene Laurence  Lead Developer  Feb 25 – May 31, 2025  -0-  -0-  3,400  -0-  -0-  -0-  3,400
Adam Jandu  Marketing & Sales Lead  Feb 25 – May 31, 2025  -0-  -0-  2,200  -0-  -0-  -0-  2,200
David Portel  Administrative Assistant  Feb 25 – May 31, 2025  -0-  -0-  2,000  -0-  -0-  -0-  2,000
David Lierce  Chief Operating Officer  Feb 25 – May 31, 2025  -0-  -0-  4,400  -0-  -0-  -0-  4,400

 

 

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

As of the date of this prospectus, the Company has engaged in the following transactions with its officers and directors:

 

Office Equipment Contribution

 

In March 2025, our Chief Executive Officer and sole director, Tatyana Muyingo, contributed office and technical equipment to the Company. The fair value of the contributed equipment was estimated at $15,200, based on her assessment of fair market value. This non-cash contribution was recorded as a capital contribution and recognized in Additional Paid-in Capital (APIC) in the Company's financial statements.

 

Equity Compensation – CEO and CFO

 

On February 25, 2025, the Company issued 4,000,000 shares of restricted common stock to Tatyana Muyingo, our Chief Executive Officer and director, in exchange for services and contributions to the Company’s early-stage operations. These shares were valued at $80,000 and were issued in accordance with her employment agreement. The shares are subject to restrictions under Rule 144 of the Securities Act.

 

The Company also issued 280,000 shares of restricted common stock (approximately 5.6% of the total issued and outstanding shares) to its Chief Financial Officer, Ana Gaetu, as part of her employment-based equity compensation. These shares were issued at par value and are similarly subject to resale restrictions under Rule 144.

 

Other Related Party Transactions

 

In addition to the equity issued to the CEO and CFO, the Company has issued restricted stock to other employees under their employment agreements. However, these individuals do not beneficially own more than 5 % of Company’s outstanding shares. All such equity awards were made for services rendered, are non-cash in nature, and are subject to applicable securities laws.

 

Except as described above, there have been no transactions since inception between the Company and any director, executive officer, 5% stockholder, or any member of their immediate family that would require disclosure pursuant to Item 404 of Regulation S-K.

 

Tatyana Muyingo will not be paid for any underwriting services that she performs on our behalf with respect to this offering.

 

Other than Ms. Muyingo’s receipt of founders shares from the Company as compensation for services rendered, there is nothing of value (including money, property, contracts, options or rights of any kind), received or to be received, by Muyingo, directly or indirectly, from the Company.

 

 

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of May 31,2025 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage
Common Stock

Tatyana Muyingo

1325 Avenue of the Americas, Fl 4

New York 10019

4,000,000 shares of common stock (direct)5.6 80
       
Common Stock

Ana Gaetu

1 Finsbury Ave

Broadgate, London EC2M 2PF

United Kingdom

280,000 shares of common stock (direct) 5.6

 

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of May 31,2025, there were 5,000,000 shares of our common stock issued and outstanding.

 

Future sales by existing stockholders

 

A total of 5,000,000 shares of common stock were issued to our CEO and director, and also to our CFO and other employees, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act.

 

There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation.

 

 

 

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PLAN OF DISTRIBUTION

 

We are registering 9,000,000 shares of our common stock for sale at the price of $0.02 per share.

 

This is a self-underwritten offering, and Ms. Muyingo, our CEO and director, will sell the shares directly to family and friends, business associates and acquaintances, with no commission or other remuneration payable to her for any shares they may sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Ms. Muyingo 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, as noted herein, 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:

 

1. Our CEO and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of her participation; and,

 

2. Our CEO and director will not be compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

 

3. Our CEO and director is not, nor will she be at the time of her participation in the offering, an associated person of a broker-dealer; and

 

4. Our CEO and director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she (A) primarily perform, or intend 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) she is not a broker or dealer, or been an 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). Under Paragraph 3a4-1(a)(4)(iii), our CEO and director must restricts her participation to any one or more of the following activities:

 

A. Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by her of a potential purchaser; provided, however, that the content of such communication is approved by our CEO and director;

 

B. Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or

 

C. Performing ministerial and clerical work involved in effecting any transaction.

 

Our CEO and director does not intend to purchase any shares in this offering.

 

This offering is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the prospectus. Additionally, FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering.

 

To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

 

 

 

35 

 

 

We are subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and a distribution participant under Regulation M. All of the foregoing may affect the marketability of the common stock.

 

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. 

 

Penny Stock Regulations

 

You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

 

Procedures for Subscribing

 

If you decide to subscribe for any shares in this offering, you must execute and deliver a subscription agreement; and deliver a check or certified funds to us for acceptance or rejection.

 

All checks for subscriptions must be made payable to “MYX, Inc.” The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers. 

 

Right to Reject Subscriptions

 

We have 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 with letter by mail within 48 hours after we receive them. 

 

 

 

36 

 

 

DESCRIPTION OF SECURITIES

 

GENERAL

 

As of May 31, 2025 our authorized capital stock consisted of 5,000,000 shares of common stock, par value $0.02 per share. Recent Developments.

 

On June 3, 2025, we amended our Articles of Incorporation to increase our authorized common stock from 5,000,000 shares to 90,000,000 shares. The amendment was adopted to facilitate our planned offering under this registration statement.

 

As of May 31, 2025 there were 5,000,000 shares of our common stock issued and outstanding those were held by seven (7) registered stockholder of record, and there are no shares of preferred stock issued and outstanding. Our CEO and director, Tatyana Muyingo owns 4,000,000 shares of our common stock currently issued and outstanding, and also our CFO owns 280,000 shares and the total number of shares owned by other employees is 720,000.

 

COMMON STOCK

 

The following is a summary of the material rights and restrictions associated with our 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. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Wyoming 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.

 

WARRANTS

 

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

 

OPTIONS

 

We have not issued and do not have any outstanding options to purchase shares of our common stock.

 

CONVERTIBLE SECURITIES

 

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

 

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

 

 

37 

 

 

INDEMNIFICATION

 

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of her position, if she acted in good faith and in a manner she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which she is to be indemnified, we must indemnify her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Wyoming.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Wyoming law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

 

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 directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with MYX, Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

EXPERTS

 

Aloba, Awomolo & Partners is our 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.

 

Aloba, Awomolo & Partners has presented its report with respect to our audited financial statements.

 

LEGAL MATTERS

 

Haddan & Zepfel LLP has opined on the validity of the shares of common stock being offered hereby.

 

AVAILABLE INFORMATION

 

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.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no changes in or disagreements with our independent registered public accountant.

 

 

 

38 

 

 

FINANCIAL STATEMENTS

 

Our fiscal year end is May 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by Aloba, Awomolo & Partners.

 

Our audited financial statements for the period from February 25, 2025 (inception) to May 31, 2025 follow next:

 

 

 

39 

 

 

INDEX TO AUDITED FINANCIAL STATEMENTS

 

 

Report of Independent Public Accounting Firm F-2
   
Balance sheets as of May 31, 2025 F-3
   
Statements of Operations for the period ended May 31, 2025 F-4
   
Statements of Stockholders’ Equity for the period ended May 31, 2025 F-5
   
Statements of Cash Flows for the period ended May 31, 2025 F-6
   
Notes to the Financial Statements F-7

 

 

 

 

 

 

 

 

 

F-1 

 

 

ALOBA, AWOMOLO & PARTNERS

(Chartered Accountants)

Floor 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria

Tel: 08055439586, 08034725835

Email: audits@alobaawomolo.org; alobaawomolopartners@gmail.com; website: www.alobaawomolo.org

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of MYX Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of MYX Inc. (the Company) as of May 31, 2025, and the related statements of income, stockholders’ equity, and cash flows for the period ended May 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025, and the results of its operations and its cash flows for the period ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

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 incurred significant operating losses since inception, has an accumulated deficit of $99,083 as of May 31, 2025, and has limited cash flows to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management’s plans in regard to these matters are also 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 the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit 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.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 

Aloba, Awomolo & Partners – PCAOB ID #7275

We have served as the Company’s auditor since 2025.

 

Ibadan, Nigeria

 

July 15, 2025

 

 

 

 F-2 

 

MYX Inc.

BALANCE SHEET

 

   MAY 31, 2025 
ASSETS    
Current assets     
Accounts receivable  $27,200 
Total current assets   27,200 
      
Non-Current assets     
Intangibles   32,400 
Equipment (net)   13,933 
Total Non-Current assets   46,333 
      
TOTAL ASSETS  $73,533 
      
LIABILITIES AND STOCKHOLDERS’ EQUITY     
Current Liabilities     
Accrued expenses  $32,400 
Unearned revenue  25,016 
Total Current Liabilities   57,416 
Non-Current Liabilities    
      
Total Liabilities   57,416 
      
Stockholders’ Equity (Deficit)     
Common stock, $0.02 par value, 5,000,000 shares authorized; 5,000,000 shares issued and outstanding   100,000 
Additional Paid-In-Capital   15,200 
Accumulated Deficit   (99,083)
Total Stockholders’ equity (deficit)   16,117 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $73,533 

 

 

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

 

 

 

 F-3 

 

 

MYX Inc.

STATEMENTS OF OPERATIONS

 

   For the period
ended
May 31, 2025
 
Revenue  $2,184 
Cost of revenue    
Gross Profit   2,184 
      
Operating Expenses     
General and administrative expenses   101,267 
Total Operating expenses   (101,267)
Income (Loss) before provision for income taxes   (99,083)
      
Provision for income taxes    
      
Net income (loss)  $(99.083)
      
Income (loss) per common share:     
Basic and diluted  $(0.02)
      
Weighted Average Number of Common Shares Outstanding:     
Basic and diluted   5,000,000 

 

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

 

 

 

 F-4 

 

 

MYX Inc.

STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE PERIOD ENDED MAY 31, 2025

 

    Number of
Common
Shares
    Amount     Additional Paid-In-Capital     Deficit
accumulated
    Total  
Balance at February 25, 2025         $     $     $     $  
Shares issued at $0.02     5,000,000       100,000                   100,000  
Net loss                       (99,083 )     (99,083 )
Balances as of May 31, 2025     5,000,000     $ 100,000     $ 15,200     $ (99,083 )   $ 16,117  

 

 

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

 

 

 

 F-5 

 

 

MYX Inc.

STATEMENTS OF CASH FLOWS

 

   For the period
ended
May 31, 2025
 
CASH FLOWS FROM OPERATING ACTIVITIES     
Net loss  $(99,083)
Adjustment as of non-cash items;     
Depreciation   1,267 
Accounts receivable   (27,200)
Accrued expenses   32,400 
Unearned revenue   25,016 
Stock-based compensation   100,000 
Changes in operating assets and liabilities   131,483 
Net cash provided by (used in) Operating activities   32,400 
      
      
CASH FLOWS FROM INVESTING ACTIVITIES     
Capitalized software platform costs   (32,400)
Net cash provided by Investing activities   (32,400)
      
      
CASH FLOWS FROM FINANCING ACTIVITIES     
Net cash provided by Financing activities    
Increase (decrease) in cash and equivalents    
Cash and equivalents at beginning of the period    
Cash and equivalents at end of the period  $ 

 

 

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

 

 

 

 F-6 

 

 

MYX INC.

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

MYX Inc. was incorporated in Wyoming on February 25, 2025. We are an early-stage company building an intuitive, web-based platform that delivers on-demand consulting services, accessible anytime, anywhere.

 

NOTE 2- SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES

 

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 of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Development Stage Company

 

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

 

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

 

Fiscal Year-End

 

The Company elected May 31 as its fiscal year ending date.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

 

e 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.

 

(ii)Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

 

 

 

 F-7 

 

 

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.

 

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.

 

 

 

 F-8 

 

 

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 un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted 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.

 

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.

 

Deferred Tax Assets and 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.

 

 

 F-9 

 

 

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.

 

Tax years that remain subject to examination by major tax jurisdictions

 

 

The Company discloses tax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

 

Earnings per Share

 

Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

 

There were no contingent shares issuance arrangements, stock options or warrants which were issuable and could have potential dilutive effect to the earnings per share for the period ended May 31, 2025.

 

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-10 

 

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

 

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

 

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

 

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

 

Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

 

The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

 

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

 

Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.

 

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

 

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

 

 

 

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When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

 

a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

 

b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligation

 

c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

 

a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

 

b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

 

c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

The amendments in this Update are effective for the annual period ending after May 31,2025, and for annual periods and interim periods thereafter. Early application is permitted.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

 

NOTE 3 – GOING CONCERN

 

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

 

The Company’s financial statements have been prepared assuming that it 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 a net loss of 99,083 for the period ended May 31,2025. This factor raises substantial doubt about the Company’s ability to continue as a going concern.

 

 

 

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The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. 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 – EQUIPMENT (NET)

 

During the fiscal year ended [May 31, 2025], the Company received a non-cash contribution of office equipment from its Chief Executive Officer with a total estimated fair value of $15,200. The contributed assets primarily consist of technology-related equipment, including a laptop computer, desktop workstation, monitors, mobile device, and related peripheral devices.

 

The fair value of these items was determined based on estimated market prices for similar equipment as of the date of contribution. The full amount was recorded as a long-term asset under "Office Equipment" with a corresponding credit to Additional Paid-in Capital (APIC). No cash was exchanged in connection with this transaction.

 

The Company began depreciating the equipment on a straight-line basis over three years, starting March 1, 2025. Monthly depreciation is $422.

 

As of May 31, 2025, the Company has recorded three months of depreciation, totaling $1,267. The net book value of the office equipment is $13,933.

 

Depreciation expense is included in general and administrative expenses in the statement of operations.

 

NOTE 5– CAPITALISED SOFTWARE DEVELOPMENT COSTS

 

During the fiscal year ended May 31, 2025, the Company capitalized $32,400 in internal-use software development costs related to the buildout of its core technology platform. These costs consist primarily of contractor payments for software development services and cloud infrastructure used during the application development stage, in accordance with ASC 350-40, Internal-Use Software.

 

Capitalization began once the project reached the application development phase and management determined that the costs met the criteria for capitalization under U.S. GAAP. No amortization was recorded during the fiscal year as the platform was not yet placed into service. Amortization is expected to begin on July 1, 2025, on a straight-line basis over a three-year estimated useful life.

 

NOTE 6 - ACCOUNTS RECEIVABLE

As of May 31, 2025, accounts receivable totaled $27,200 and consisted of the following:

 

$2,200 under two client subscription agreements (each totaling $1,100) for access to the Company’s online consulting platform.

 

$25,000 under a cross-platform marketing services agreement for a multi-phase campaign scheduled over several months.

 

As of the reporting date, the Company had delivered a portion of the contracted services, including one month of platform-based access during the beta testing phase ($184 recognized as revenue) and marketing services valued at $2,000. The remaining balance relates to services not yet delivered and will be recognized as revenue as performance obligations are satisfied.

 

 

 

 F-13 

 

 

All receivables are due under executed agreements and are considered fully collectible. Accordingly, no allowance for doubtful accounts has been recorded.

 

NOTE 7 – UNEARNED REVENUE

 

As of May 31, 2025, unearned revenue totaled $25,016 and represents amounts billed but not yet earned under existing service agreements. Specifically:

 

$2,016 relates to the remaining eleven months of subscription-based legal and consulting services under two client agreements; and

 

$23,000 relates to undelivered marketing services under a $25,000 cross-platform marketing agreement.

 

Revenue from these agreements will be recognized as services are performed in accordance with the Company’s revenue recognition policy.

 

 

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NOTE 8 – REVENUE RECOGNITION

 

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when performance obligations are satisfied, typically when services are rendered or access to services is provided to the customer.

 

For subscription-based services, revenue is recognized ratably over the service period. For marketing services, revenue is recognized as specific deliverables are completed and accepted by the customer.

 

During the period ended May 31, 2025, the Company recognized $2,184 in revenue:

 

$184 related to one month of subscription service under early access agreements; and

 

$2,000 for marketing services delivered under a fixed-fee agreement.

 

NOTE 9 – COMMON STOCK ISSUED FOR SERVICES

 

During the period ended May 31, 2025, the Company issued a total of 5,000,000 shares of common stock at a par value of $0.02 per share in exchange for services rendered, as outlined in employment agreements:

 

4,000,000 shares were issued to the Company’s Chief Executive Officer for strategic, operational, and developmental contributions in connection with the Company's formation and initial operations.

 

1,000,000 shares were issued to other employees of the Company under the terms of their respective employment agreements.

 

These issuances were recorded at par value only, with no additional paid-in capital (APIC) recognized. The aggregate value of the stock compensation totaled $100,000, which was recorded as follows:

 

Dr. Compensation Expense: $100,000

 

Cr. Common Stock (at par $0.02): $100,000

 

The shares were issued as fully vested and unrestricted. No formal equity incentive plan was in place at the time of issuance.

 

NOTE 10– 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 (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (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.

 

 

 

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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.

 

As of May 31, 2025, the Company engaged in the following transactions with related parties:

 

Director Contribution of Equipment:

 

The Company received a non-cash contribution of equipment valued at $15,200 from its sole director Tatyana Muyingo, who is also the Chief Executive Officer (CEO). The contribution was recorded as additional paid-in capital and classified as long-term office equipment in the balance sheet.

 

Stock-Based Compensation to CEO and CFO:

 

The Company entered into employment agreements with its CEO Tatyana Muyingo and Chief Financial Officer (CFO) Ana Gaetu. Pursuant to these agreements, the Company issued:

 

4,000,000 shares of common stock to the CEO, valued at $80,000, and

 

280,000 shares of common stock to the CFO, valued at $5,600, as compensation for their services. These issuances were accounted for as stock-based compensation expense.

 

Stock Compensation to COO:

 

The Company also issued 220,000 shares of common stock to the Chief Operating Officer (COO) David Lierce under his employment agreement, valued at $4,400. While the COO is not a 5% shareholder or executive officer for SEC purposes, the transaction is disclosed herein as a related party transaction due to his officer role.

 

These related party transactions were approved by the Company’s board of directors and were executed on terms management believes to be equivalent to those that could have been obtained from unrelated third parties.

 

NOTE 11 – SUBSEQUENT EVENTS

 

On June 3, 2025 we amended our Articles of Incorporation to increase the number of authorized shares of common stock to 90,000,000. The amendment was made in connection with our planned initial public offering.

 

 

 

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PROSPECTUS

9,000,000 SHARES OF COMMON STOCK

 

MYX, INC.

_______________

 

 

Dealer Prospectus Delivery Obligation

 

Until _____________ ___, 20___, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

 

 

 

 

 

 

 

    

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The estimated costs (assuming all shares are sold) of this offering are as follows:

 

     
SEC Registration Fee  $27.56 
Auditor Fees and Expenses   3,500.00 
Legal Fees and Expenses   2,500.00 
EDGAR fees   1,000.00 
Transfer Agent Fees   0 
TOTAL  $7,027.56 

 

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

 

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

 

MYX, Inc.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of her 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 Wyoming Revised Statutes.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling MYX, Inc., 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, we have issued an aggregate of 5,000,000 shares of common stock to our Chief Executive Officer Tatyana Muyingo, our Chief Financial Officer Ana Gaetu, and other employees in connection with services rendered to the Company. These issuances were made pursuant to written employment agreements, and no cash consideration was received.

 

The securities were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 701 under the Securities Act, as applicable, as transactions by an issuer not involving a public offering or under compensatory benefit plans.

 

All shares issued were designated as restricted securities under Rule 144 of the Securities Act and are subject to applicable transfer restrictions.

 

 

 

 

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ITEM 16. EXHIBITS.

 

The following exhibits are included with this registration statement:

 

Exhibit    
Number   Description
     
3.1   Articles of Incorporation
3.2   Articles of Amendment
3.3   Bylaws
5.1   Legal Opinion Regarding the Legality of the Securities Being Registered
10.1   CEO Employment Agreement
10.2   CFO Employment Agreement
10.3   Private Placement Subscription Agreement – CEO
10.4   Private Placement Subscription Agreement – CEO
10.5   Cross Marketing Agreement – Kenneth Tindle Ltd. (dated May 1, 2025)
10.6   Legal Stage Subscription Agreement - Financial Advice Boutique, Ltd. (dated April 14, 2025)
10.7   Legal Stage Subscription Agreement - Proekta, Ltd. (dated April 3, 2025)
10.8   Form of Shareholders Subscription Agreement
10.9   Software Development Agreement (dated March 1, 2025)
23.1   Consent of Independent Registered Public Accounting Firm
23.2   Consent of Counsel (See Exhibit 5.1)
107   Filing Fee Table

 

  * Filed herewith.

 

 

 

 

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ITEM 17. UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

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 424(b) (§230.424(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 424(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.

 

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 424;

 

(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;

 

 

 

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(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.

 

 

 

 

 

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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 at 1325 Avenue of the Americas, Fl 4, New York, New York 10019, United States , on September 23, 2025.

 

  MYX, INC.
   
  By:  /s/ Tatyana Muyingo
    Name Tatyana Muyingo
    Title:

President, Treasurer and Secretary

(Principal Executive)

 

 

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/  Tatyana Muyingo        
Tatyana Muyingo  

President, Treasurer, Secretary and Director

(Principal Executive) 

  September 23, 2025

 

 

 

 

 

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