0002104744-26-000011.txt : 20260424
0002104744-26-000011.hdr.sgml : 20260424
20260423185629
ACCESSION NUMBER: 0002104744-26-000011
CONFORMED SUBMISSION TYPE: 1-A
PUBLIC DOCUMENT COUNT: 6
FILED AS OF DATE: 20260424
DATE AS OF CHANGE: 20260423
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: LAKESIDE SERENITY RESORTS INC
CENTRAL INDEX KEY: 0002104744
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]
ORGANIZATION NAME: 05 Real Estate & Construction
EIN: 392265591
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 0430
FILING VALUES:
FORM TYPE: 1-A
SEC ACT: 1933 Act
SEC FILE NUMBER: 024-12752
FILM NUMBER: 26890069
BUSINESS ADDRESS:
STREET 1: 340 ROUTE 94
CITY: FREDON TWP
STATE: NJ
ZIP: 07860
BUSINESS PHONE: 9172325799
MAIL ADDRESS:
STREET 1: 340 ROUTE 94
CITY: FREDON TWP
STATE: NJ
ZIP: 07860
FORMER COMPANY:
FORMER CONFORMED NAME: Lakeside Serenity Resorts INC.
DATE OF NAME CHANGE: 20260112
1-A
1
primary_doc.xml
1-A
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0002104744
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LAKESIDE SERENITY RESORTS INC
NJ
2025
0002104744
7011
39-2265591
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0
340 ROUTE 94
FREDON TWP
NJ
07860
9172325799
XIAOWEI JIN
Other
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The Company is in an early stage of development and maintains a limited administrative structure. This offering is being conducted on a direct basis without the involvement of a traditional underwriter.
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PART II AND III
2
LakesideSerenityResorts.htm
OFFERING CIRCULAR
Lakeside Serenity Resorts Inc.
Form 1-A - Offering Statement under Regulation A of the Securities Act of 1933
________________
Cover Page
Form 1-A
Offering Statement under Regulation A of the Securities Act of 1933
Issuer: Lakeside Serenity Resorts Inc.
Tier: 1
Maximum Offering Amount: $1,200,000
Date: January 12, 2026
Issuer Contact Information:
340 Route 94, Fredon Township, NJ 07860, USA
Tel: (917) 232-5799
Email: positiveai123@gmail.com
________________
PART I - NOTIFICATION
Issuer Information
* Exact Name: Lakeside Serenity Resorts Inc.
* Jurisdiction of Incorporation: New Jersey, USA
* Date of Incorporation: May 21, 2025
* Issuer Address: Same as above
* Legal Form: Corporation
Principal Executive Offices
* Same as issuer address
Officers and Directors
Name Position Responsibilities
Xiaowei Jin CEO, Director Founder; overall strategy and operations
Tianwen Hu CFO Founder; financial oversight and administration
Securities Being Offered
Item Detail
Type of Security Class A Common Stock
Par Value None
Authorized Shares 20,000,000
Issued & Outstanding 20,000,000 shares (all held by Xiaowei Jin, issued for nominal consideration)
Total Shares Offered 20,000,000
Offering Price per Share $0.06
Maximum Aggregate Offering Amount $1,200,000
Regulation A Tier Tier 1
Transfer Agent Will be appointed prior to qualification
________________
PART II - OFFERING CIRCULAR
1. Summary
Lakeside Serenity Resorts Inc., incorporated May 21, 2025, is a development-stage company formed to establish a lake-centered leisure, wellness, and culinary resort in Fredon Township, NJ. The Company has acquired property and allocated resources for initial development but has not yet generated revenue. Investment in this offering involves a high degree of risk.
________________
2. Risk Factors
* Early-Stage Company: Limited operating history, no revenue.
* Funding Risk: Additional capital may be needed, may dilute investors.
* Development & Regulatory Risk: Delays in construction or approvals could impact operations.
* Market Risk: Demand for resorts may fluctuate seasonally/economically.
* Management Risk: Founders have no formal certifications in accounting or hospitality.
* High Valuation / Stock Issuance Risk: Large number of shares could affect perceived value.
* Liquidity Risk: No public market currently exists.
Note: The Company may seek OTC quotation in the future; no assurance this will occur.
________________
3. Use of Proceeds
Assuming maximum offering of $1,200,000, proceeds are planned as follows:
Planned Use Amount Percentage
Wellness & Recreational Program Development $420,000 35%
Culinary & Educational Program Development $240,000 20%
Marketing & Branding $240,000 20%
Legal, Accounting & Regulatory $180,000 15%
General & Administrative Expenses $120,000 10%
Total $1,200,000 100%
These amounts are management's current estimates and may change depending on operating needs and amount actually raised.
________________
4. Business Overview
* Focus: lake-centered leisure and wellness resort
* Products & Services: outdoor recreation, wellness programs, family activities, culinary/herbal workshops, educational courses
* Market Opportunity: growing demand for wellness, nature-based tourism
* Regulatory Matters: subject to zoning, health, safety, environmental rules; all permits applied for
Historical Background / MD&A:
Since inception, the Company has focused on organizational setup, legal/administrative work, property acquisition, and preliminary planning.
In connection with its formation, the Company acquired resort property for approximately $1,000,000. This acquisition was funded through contributions from the founder. The proceeds of this offering will not be used to reimburse the founder for this expenditure. The Company has not yet generated revenue.
________________
5. Management's Discussion and Analysis (MD&A)
* Organizational setup and property acquisition completed
* Preliminary program planning underway
* Capital Structure: 20,000,000 authorized, 20,000,000 issued (all founder-owned)
* No revenue yet; cash from founder contributions. Since inception, the Company has acquired resort property totaling $938,839.84, funded entirely by founder contributions. These amounts are not reimbursed by the offering.
________________
6. Financial Statements (Illustrative, Unaudited)
* Balance Sheet: assets mainly property + cash from founder
* - Resort Property (acquired via founder contributions): $938,839.84
* Statement of Operations: no revenue; net loss reflects startup
* Cash Flows: inflows mainly from founder contributions; outflows for operations/investing
* Historical expenses are not funded by this offering
* ________________
7-10. Other Information
* Directors & Officers: As above
* Executive Compensation: None
* Security Ownership: As above
* Description of Securities: Class A Common Stock, no par value
________________
PART III -- EXHIBITS
* Certificate of Incorporation & Amendment (Article 6: Total Shares = 20,000,000)
* Bylaws
* Form of Stock Certificate
* Material Contracts: None as of December 25, 2025
________________
SIGNATURES
Pursuant to Regulation A, the issuer certifies that this Offering Statement has been duly executed.
Lakeside Serenity Resorts Inc.
By: /s/ Xiaowei Jin
Name: Xiaowei Jin
Title: CEO
Date: January 21, 2026
ADD EXHB
3
cp575.htm
EIN CONFIRMATION LETTER (CP 575)
STATE OF NEW JERSEY
DEPARTMENT OF THE TREASURY
DIVISION OF REVENUE AND ENTERPRISE SERVICES FILING CERTIFICATION (CERTIFIED COPY)
LAKESIDE SERENITY RESORTS INC.
0451289474
I, the Treasurer of the State of New Jersey, do hereby certify, that the above-named did file and record in this department the below listed document(s) and that the foregoing is a true copy of the formation certificate as the same is taken from and compared with the original(s) filed in this office on the date set forth on each instrument and now remaining on file and of record in my office.
IN TESTIMONY WHEREOF, I have
hereunto set my hand and
affixed my Official Seal
21st day of May, 2025
Elizabeth Maher Muoio
State Treasurer
Certificate Number : 4280468778
Verify this certificate online at
https://www1.state.nj.us/TYTR_StandingCert/JSP/Ve
rify_Cert.jsp
New Jersey Division of Revenue & Enterprise Services Certificate Of Amendment To The Certificate Of Incorporation By The Incorporator(s)
NJSA 14A:9-1 et seq.
New Jersey Profit Corporation Act
State of New Jersey
Department of the Treasury
Division of Revenue & Enterprise Services Business Amendments
Filed
Validation Number: 4280627244
05/22/25 10:39:27
Verify this certificate online at
https://www1.state.nj.us/TYTR_StandingCert/JSP/Verify_Cert.jsp
The Undersigned Incorporator(s), for the purpose of amending the original Certificate of Incorporation, does (do) hereby execute the following Certificate of Amendment, pursuant to the provisions of NJSA 14A:9-1 et seq..
1. Name of Corporation: LAKESIDE SERENITY RESORTS INC.
2. Corporation Number: 0451289474
3. Amendments:
Article 6, the Corporate Stock is amended to the following: The Stock (Total Number of Shares) is amended to 20,000,000.
4. The foregoing amendment was adopted by the unanimous consent of the Incorporator(s) before the organization meeting of the first Board of Directors/Trustees.
The undersigned represent(s) that this filing complies with State law as detailed in NJSA 14A:9-1 et seq. and that they are authorized to sign this form on behalf of the NJ Domestic For-Profit Corporation on May 22, 2025.
Signature
XIAOWEI JIN
NEW JERSEY DEPARTMENT OF THE TREASURY
DIVISION OF REVENUE AND ENTERPRISE SERVICES
CERTIFICATE OF INC, (PROFIT)
LAKESIDE SERENITY RESORTS INC.
0451289474
The above-named DOMESTIC PROFIT CORPORATION was duly filed in accordance with New Jersey State Law on 05/21/2025 and was assigned identification number 0451289474. Following are the articles that constitute its original certificate.
1. Name:
LAKESIDE SERENITY RESORTS INC.
2. Registered Agent:
XIAOWEI JIN
3. Registered Office:
340 ROUTE 94
FREDON TWP, NEW JERSEY 07860
4. Business Purpose:
START A NEW BUSINESS IN NEW JERSEY
5. Duration:
PERPETUAL
6. Stock:
200
7. Effective Date of this filing is:
05/21/2025
8. First Board of Directors:
XIAOWEI JIN
340 ROUTE 94
FREDON TWP, NEW JERSEY 07860
9. Incorporators:
XIAOWEI JIN
340 ROUTE 94
FREDON TWP, NEW JERSEY 07860
10. Main Business Address:
340 ROUTE 94
FREDON TWP, NEW JERSEY 07860
Signatures:
XIAOWEI JIN
INCORPORATOR
Continued on next page ... Page 1 of 2
NEW JERSEY DEPARTMENT OF THE TREASURY DIVISION OF REVENUE AND ENTERPRISE SERVICES
CERTIFICATE OF INC, (PROFIT)
LAKESIDE SERENITY RESORTS INC.
0451289474
IN TESTIMONY WHEREOF, I have
hereunto set my hand and
affixed my Official Seal
21st day of May, 2025
Elizabeth Maher Muoio
Certificate Number : 4280468828
Verify this certificate online at
https://www1.state.nj.us/TYTR_StandingCert/JSP/Verify_Cert.jsp
State Treasurer
Page 2 of 2
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
CINCINNATI OH 45999-0023
Date of this notice: 05-21-2025
Employer Identification Number: 39-2265591
Form: SS-4
Number of this notice: CP 575 A LAKESIDE SERENITY RESORTS INC
340 ROUTE 94
FREDON TWP, NJ 07860 For assistance you may call us at: 1-800-829-4933
IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE.
WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER
Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 39-2265591. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records.
Taxpayers request an EIN for their business. Some taxpayers receive CP575 notices when another person has stolen their identity and are opening a business using their information. If you did not apply for this EIN, please contact us at the phone number or address listed on the top of this notice.
When filing tax documents, making payments, or replying to any related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear-off stub and return it to us.
Based on the information received from you or your representative, you must file the following forms by the dates shown.
Form 1120 08/15/2026
If you have questions about the forms or the due dates shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods.
We assigned you a tax classification (corporation, partnership, etc.) based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2020-1, 2020-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information.
IMPORTANT INFORMATION FOR S CORPORATION ELECTION:
If you intend to elect to file your return as a small business corporation, an election to file a Form 1120-S, U.S. Income Tax Return for an S Corporation, must be made within certain timeframes and the corporation must meet certain tests. All of this information is included in the instructions for Form 2553, Election by a Small Business Corporation.
(IRS USE ONLY) 575A 05-21-2025 LAKE B 9999999999 SS-4
If you are required to deposit for employment taxes (Forms 941, 943, 940, 944, 945, CT-1, or 1042), excise taxes (Form 720), or income taxes (Form 1120), you will receive a Welcome Package shortly, which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS). A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative. For more information about EFTPS, refer to Publication 966, Electronic Choices to Pay All Your Federal Taxes. If you need to make a deposit immediately, you will need to make arrangements with your Financial Institution to complete a wire transfer.
The IRS is committed to helping all taxpayers comply with their tax filing obligations. If you need help completing your returns or meeting your tax obligations, Authorized e-file Providers, such as Reporting Agents or other payroll service providers, are available to assist you. Visit www.irs.gov/mefbusproviders for a list of companies that offer IRS e-file for business products and services.
IMPORTANT REMINDERS:
* Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN.
* Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms.
* Refer to this EIN on your tax-related correspondence and documents. * Provide future officers of your organization with a copy of this notice.
Your name control associated with this EIN is LAKE. You will need to provide this information along with your EIN, if you file your returns electronically.
Safeguard your EIN by referring to Publication 4557, Safeguarding Taxpayer Data: A Guide for Your Business.
You can get any of the forms or publications mentioned in this letter by visiting our website at www.irs.gov/forms-pubs or by calling 800-TAX-FORM (800-829-3676).
If you have questions about your EIN, you can contact us at the phone number or address listed at the top of this notice. If you write, please tear off the stub at the bottom of this notice and include it with your letter.
Thank you for your cooperation.
(IRS USE ONLY) 575A 05-21-2025 LAKE B 9999999999 SS-4
Keep this part for your records. CP 575 A (Rev. 7-2007) ----------------------------------------------------------------------------------------------
Return this part with any correspondence
so we may identify your account. Please CP 575 A correct any errors in your name or address.
9999999999
Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 05-21-2025 ( ) - EMPLOYER IDENTIFICATION NUMBER: 39-2265591 _____________________ _________________ FORM: SS-4 NOBOD
INTERNAL REVENUE SERVICE LAKESIDE SERENITY RESORTS INC CINCINNATI OH 45999-0023 340 ROUTE 94 FREDON TWP, NJ 07860
EX1A-2B BYLAWS
4
bylaws.htm
BYLAWS
BYLAWS OF
Lakeside Serenity Resorts Inc.
ARTICLE I - OFFICES
1. Principal Office
The principal office of the Corporation shall be located at such place as determined by the Board of Directors.
2. Other Offices
The Corporation may establish such other offices, either within or outside the State of incorporation, as the Board of Directors may determine.
ARTICLE II - SHAREHOLDERS
1. Annual Meeting
An annual meeting of shareholders shall be held at a time and place designated by the Board of Directors for the purpose of electing directors and transacting such other business as may properly come before the meeting.
2. Special Meetings
Special meetings of shareholders may be called by the Board of Directors or holders of at least ten percent (10%) of the voting power.
3. Notice of Meetings
Written or electronic notice of each meeting shall be given not less than ten (10) nor more than sixty (60) days prior to the meeting date.
4. Quorum
A majority of the outstanding shares entitled to vote shall constitute a quorum.
5. Voting Rights
Each share of common stock shall be entitled to one (1) vote on each matter submitted to shareholders.
6. Action Without Meeting
Shareholders may act without a meeting by written consent in accordance with applicable law.
ARTICLE III - BOARD OF DIRECTORS
1. General Powers
The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.
2. Number of Directors
The number of directors shall be determined by resolution of the Board of Directors.
3. Term of Office
Directors shall hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified.
4. Vacancies
Any vacancy occurring in the Board of Directors may be filled by the remaining directors.
ARTICLE IV - MEETINGS OF THE BOARD
1. Regular Meetings
Regular meetings of the Board of Directors may be held at such times as determined by resolution of the Board.
2. Special Meetings
Special meetings may be called by the Chief Executive Officer or a majority of directors.
3. Notice
Notice of any special meeting shall be given at a reasonable time in advance.
4. Quorum
A majority of the directors then in office shall constitute a quorum.
ARTICLE V - OFFICERS
1. Officers
The officers of the Corporation shall include, but not be limited to: a Chief Executive Officer, a Chief Financial Officer, and a Secretary.
2. Appointment
Officers shall be appointed by the Board of Directors.
3. Authority and Duties
Each officer shall have the authority and perform the duties assigned by the Board of Directors.
4. Removal
Any officer may be removed by the Board of Directors at any time.
ARTICLE VI - STOCK
1. Issuance of Shares
Shares may be issued as authorized by the Board of Directors and in compliance with applicable federal and state securities laws.
2. Form of Shares
Shares may be issued in certificated or uncertificated form as determined by the Corporation.
3. Transfer of Shares
Transfers of shares shall be recorded by the Corporation or its designated agent in accordance with applicable law.
ARTICLE VII - RECORDS
The Corporation shall maintain accurate and complete records of its shareholders, financial statements, and minutes of meetings of the Board of Directors and shareholders. Shareholders may inspect such records in accordance with applicable law.
ARTICLE VIII - DIVIDENDS
Dividends may be declared by the Board of Directors at its discretion, subject to applicable law and the financial condition of the Corporation.
ARTICLE IX - INDEMNIFICATION
The Corporation shall indemnify its directors and officers to the fullest extent permitted by applicable law.
ARTICLE X - AMENDMENTS
These Bylaws may be amended, altered, or repealed by the Board of Directors or shareholders as permitted by law.
ARTICLE XI - ADOPTION
These Bylaws are hereby adopted by the Board of Directors of the Corporation.
ADOPTED BY THE BOARD OF DIRECTORS
Lakeside Serenity Resorts Inc.
By: ___________________________
Name: Xiaowei Jin
Title: Chief Executive Officer
Date: April 23, 2026
ADD EXHB
5
agreement.htm
AGREEMENT
EXHIBIT 4.1
SUBSCRIPTION agreement
This Subscription agreement ("Agreement") is entered into by and between:
Lakeside Serenity Resorts Inc., a corporation organized under the laws of the State of New Jersey (the "Company"),
and
the undersigned subscriber (the "Subscriber").
1. Subscription
The Subscriber hereby agrees to purchase from the Company Class A Common Stock at a purchase price of $0.10 per share, in the amount set forth below:
Number of Shares: __________
Purchase Price per Share: $0.10
Total Subscription Amount: $__________
2. Acceptance of Subscription
This subscription is subject to acceptance by the Company. The Company reserves the right to accept or reject any subscription, in whole or in part, in its sole discretion.
3. Investor Representations
The Subscriber represents and warrants that:
The Subscriber understands that this investment is highly speculative and involves a high degree of risk.
The Subscriber is purchasing the shares for investment purposes only, and not with a view to resale or distribution.
The Subscriber has sufficient knowledge and experience in financial matters to evaluate this investment.
The Subscriber has been given access to all information deemed necessary to make an informed investment decision.
4. Securities Law Compliance
The Subscriber acknowledges that the shares have not been registered under the Securities Act of 1933, as amended, and are being offered pursuant to Regulation A.
5. Governing Law
This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles.
6. Signature
Subscriber
Signature: ___________________________
Name: _______________________________
Date: _______________________________
Company
Lakeside Serenity Resorts Inc.
By: _______________________________
Name: Xiaowei Jin
Title: Chief Executive Officer
Date: _______________________________
PART II AND III
6
lakeside1aa.htm
OFFERING CIRCULAR
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
LAKESIDE SERENITY RESORTS INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: New Jersey
I.R.S. Employer Identification Number: 39-2265591
Primary Standard Industrial Classification Code Number: 7011
Principal Executive Office: 340 Route 94 Fredon Township, New Jersey 07860
Telephone: 917-232-5799
Chief Executive Officer: Xiaowei Jin
OFFERING SUMMARY
Securities Offered: Up to 11,000,000 Shares of Class A Common Stock
Offering Price: $0.10 per Share
Total Offering Amount: Up to $1,100,000
Minimum Offering Amount: None (Best Efforts)
Dated: April 23, 2026
Expiration Date: April 23, 2027
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS.
THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
INVESTMENT IN THE SECURITIES OF THE COMPANY INVOLVES A HIGH DEGREE OF RISK. INVESTORS SHOULD BE PREPARED TO BEAR THE COMPLETE LOSS OF THEIR INVESTMENT. SEE THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS OFFERING CIRCULAR.
This Offering Circular is following the offering circular model of Part II of Form 1-A.
The Company is not currently a reporting company under the Securities Exchange Act of 1934, as amended. Shares of our Class A Common Stock are not traded on any national securities exchange or on the over-the-counter markets. There is no guarantee that a public market for our securities will ever develop.
TABLE OF CONTENTS
Item 1 Cover Page
Item 2 Summary
Item 3 Risk Factors
Item 4 Summary of Offering
Item 5 Determination of Offering Price
Item 6 Use of Proceeds
Item 7 Dilution
Item 8 Description of Business
Item 9 Security Ownership of Management and Certain Securityholders
Item 10 Securities Being Offered
Item 11 Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 12 Executive Compensation
Item 13 Other Expenses of Issuance and Distribution
Item 14 Financial Statements
Exhibits
Exhibit 4.1 - Subscription Agreement
Signature Pages
Item 1 - Cover Page
Issuer: Lakeside Serenity Resorts Inc.
Address: 340 Route 94, Fredon Township, New Jersey 07860
Telephone: 917-232-5799
I.R.S. Employer Identification Number: 39-2265591
Type of Security: Class A Common Stock
Number of Securities Offered: 11,000,000 Shares
Price per Share: $0.10
Offering Amount: Up to $1,100,000
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS.
THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
INVESTMENT IN THE SECURITIES OF THE COMPANY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
Item 2 - Summary
Lakeside Serenity Resorts Inc. (the "Company") is a development-stage corporation incorporated in the State of New Jersey on May 21, 2025. The Company is engaged in the planned development of a hospitality and real estate redevelopment project located at 340 Route 94, Fredon Township, New Jersey.
The Company has not generated any revenue since inception and has limited operating history. Its activities to date have been limited to property acquisition, preliminary planning, corporate formation, and preparation for this Regulation A offering.
The Company's primary asset is a 5.5-acre lakefront property located in Fredon Township, New Jersey. The Company intends to develop the property into a premium hospitality-based operation, featuring luxury lodging and wellness facilities. This development remains subject to obtaining sufficient financing, local zoning approvals, environmental permits from the New Jersey Department of Environmental Protection (NJDEP), and the successful completion of construction.
The Company is offering up to 11,000,000 shares of Class A Common Stock in this Regulation A offering at an initial offering price of $0.10 per share. The Company intends to use the net proceeds from this offering for development-related expenses, including regulatory permitting, site preparation, structural renovation, and general working capital.
There is no assurance that the Company will be successful in implementing its business plan, obtaining financing, or completing development of the project. An investment in the Company's securities involves a high degree of risk. Investors should carefully review the "Risk Factors" section of this Offering Circular before making an investment decision.
Item 3 - Risk Factors
Investing in Lakeside Serenity Resorts Inc.'s Class A Common Stock involves a high degree of risk. Prospective investors should be able to bear a complete loss of their investment. The risks described below are not exhaustive, and additional risks may arise in the future.
I. RISKS RELATED TO OUR FINANCIAL CONDITION
1. Development Stage and Going Concern Risk
Lakeside Serenity Resorts Inc. is a development-stage company with no operating history and no revenue. As of April 23, 2026, the Company had $20,380.68 in cash, which is sufficient to cover certain basic operating expenses in the near term. The Company's larger-scale renovation and development plans require significant external financing. The Company's ability to continue as a going concern and to execute its business plan depends primarily on the successful completion of this $1,100,000 Tier 1 Offering.
The Company has not established a minimum offering amount, and there is no assurance that the proceeds from this offering will be sufficient to fully implement the Company's development plans. If the Company is unable to raise sufficient capital, it may be unable to fund key aspects of its business plan, which could result in delays, scaling back of development activities, or inability to proceed with construction. In such event, the Company may face material adverse effects on its operations, financial condition, and ability to continue as a going concern, including potential delay, foreclosure, or insolvency.
II. RISKS RELATED TO REAL ESTATE, ZONING, AND PERMITTING
2. Conditional Use Permit Uncertainty
The property is currently zoned residential/agricultural. A Conditional Use Permit (CUP) from the Fredon Township Land Use Board is required for commercial resort operations. The Board has broad discretion, and public opposition could result in lengthy hearings or litigation, potentially delaying development for years or preventing it entirely.
3. Environmental and Riparian Buffer Restrictions
As a lakefront property, portions of the site fall within New Jersey Department of Environmental Protection (NJDEP) regulated riparian buffers. Disturbing soil or vegetation without requisite permits could force the Company to abandon key lakefront amenities, including docks and yoga pavilions, and could result in significant fines or remediation costs.
4. Commercial Septic and Water System Risk
Converting the property for 15 guest suites and a commercial kitchen requires a high-capacity wastewater system. Soil percolation tests could fail, necessitating an advanced wastewater treatment system costing up to $250,000, which would significantly exceed the current Phase I budget.
III. RISKS RELATED TO CONSTRUCTION AND HISTORIC RENOVATION
5. Hidden Defects in Historic Structures
The main lodge and auxiliary barns are historic structures. Renovation may reveal latent defects such as foundation issues, wood rot, lead paint, or asbestos. Mandatory remediation or structural reinforcement could increase construction costs by 30-50%.
6. Labor and Material Shortages
Northern New Jersey is experiencing inflationary pressures on construction materials and a scarcity of skilled contractors. Delays in securing labor or supplies could push the projected opening date from 2027 to 2028, increasing the pre-opening burn rate and depleting capital.
IV. RISKS RELATED TO THE HOSPITALITY INDUSTRY
7. Competition from Established Resorts
The Company will compete with established regional luxury and wellness resorts. These competitors have significantly larger marketing budgets, established brand recognition, and existing distribution channels. As a startup, the Company may be forced to offer deep discounts to attract guests, delaying the path to profitability.
V. RISKS RELATED TO LOCATION AND INFRASTRUCTURE
8. Reliance on Local Utilities and Infrastructure
The rural location of the property may experience power outages, telecommunications failures, or road maintenance issues. Furthermore, the private well system must comply with New Jersey Safe Drinking Water Act standards; any required remediation could cost $50,000 or more.
9. Local Opposition and NIMBY Sentiment
Local residents may oppose increased traffic, noise, or the commercialization of the lakefront. Sustained local opposition or legal challenges could stall development for years while fixed carrying costs, such as property taxes and insurance, deplete cash reserves.
VI. RISKS RELATED TO MARKETING AND BRANDING
10. Brand Recognition Challenges
Establishing a new premium wellness brand is difficult and costly. If the Company's marketing budget fails to generate occupancy rates above the estimated 65% break-even threshold, the Company will face chronic operational deficits.
11. Dependence on Third-Party Booking Platforms
The Company will rely on platforms like Expedia, Booking.com, and Airbnb Luxe for customer acquisition. Reliance on these platforms exposes the Company to commission fee increases, algorithm updates, or delisting, any of which could disrupt cash flow and liquidity.
VII. RISKS RELATED TO SECURITIES AND THIS OFFERING
12. Best Efforts Offering Without Minimum
This offering is being conducted on a "best efforts" basis with no minimum raise requirement. If only a small fraction of the offering is sold, the funds may be insufficient to even begin construction, rendering the issued shares effectively worthless as the business plan cannot be executed.
13. No Public Market and Transfer Restrictions
The Class A Common Stock has no public market, and the Company does not currently intend to apply for listing on any exchange. The shares are restricted securities, and investors should be prepared to hold their investment indefinitely.
14. Broad Discretion over Use of Proceeds
Management will have broad discretion in the application of the net proceeds from this offering. Unforeseen circumstances, such as emergency structural repairs or regulatory changes, may require management to reallocate funds in a manner that differs from the original expectations of investors.
Item 4 - Summary of Offering
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular.
Issuer: Lakeside Serenity Resorts Inc.
Securities Offered: Up to 11,000,000 shares of Class A Common Stock.
Offering Price: $0.10 per share.
Aggregate Gross Proceeds: Up to $1,100,000.
Company Overview: The Company is a development-stage real estate and hospitality company focused on the acquisition, development, and operation of a resort property located at 340 Route 94, Fredon Township, New Jersey. The Company has limited operating history and has not generated revenues to date.
Use of Proceeds: The proceeds from this offering will be used primarily for property development, regulatory compliance, structural renovation and construction activities, marketing, and general corporate purposes. See "Item 6 - Use of Proceeds" for a detailed breakdown.
Offering Term: This offering is being conducted on a "best efforts" basis. There is no minimum offering amount, and investors' funds will not be placed in escrow. The Company may close on proceeds from time to time as subscriptions are accepted.
Risk Factors: Investing in the Company's securities involves a high degree of risk. See "Item 3 - Risk Factors" for a discussion of these risks.
Item 5 - Determination of Offering Price
The offering price of $0.10 per share for the Company's Class A Common Stock was determined by management based on a combination of qualitative factors, including the Company's current stage of development, anticipated capital requirements for Phase I development, and general market conditions for early-stage real estate and hospitality ventures.
The Company is in the development stage and has no operating history, revenue, or earnings. Accordingly, the offering price is not based on historical earnings, projected cash flows, or comparable public company valuation multiples.
In establishing the offering price, management considered the cost basis of the assets contributed to the Company, specifically the real property located at 340 Route 94, Fredon Township, New Jersey, and the estimated capital required to achieve operational milestones. Management also observed pricing practices in similar early-stage private real estate offerings within the regional market.
The offering price does not represent an independent appraisal, formal valuation, or guarantee of future performance or market value of the Company's securities. Prospective investors should not rely on the offering price as an indication of future returns or the actual intrinsic value of the Company following the completion of this offering.
Item 6 - Use of Proceeds
The Company seeks to raise up to $1,100,000 in gross proceeds in this offering. The net proceeds are expected to be used over the first 18-24 months following the commencement of the offering for the development of the Company's real property located at 340 Route 94, Fredon Township, New Jersey, including pre-development, permitting, and initial construction-related activities, as well as general corporate and operational expenses. There can be no assurance that the Company will be able to complete all planned development activities within the anticipated timeframe or budget.
The following table sets forth the Company's intended allocation of the gross proceeds:
Regulatory & Permitting: $150,000 (13.6%)
Property Development & Construction: $700,000 (63.6%)
Marketing & Business Development: $150,000 (13.6%)
Contingency Reserve: $100,000 (9.2%)
Total Gross Proceeds: $1,100,000 (100%)
Description of Use:
Regulatory & Permitting: Funds allocated for obtaining a Conditional Use Permit (CUP) from the Fredon Township Land Use Board, securing environmental clearances from the New Jersey Department of Environmental Protection (NJDEP), conducting site inspections, compliance certifications, environmental assessments, and legal consulting fees related to land use and municipal approvals.
Property Development & Construction: Funds allocated for site preparation, structural rehabilitation of the historic lodge, interior build-out of guest suites, installation of high-capacity commercial septic and water systems, utility upgrades, and general contractor labor and materials.
Marketing & Business Development: Funds allocated for the development of the Company's digital presence, including website design and booking engine integration, social media marketing campaigns, public relations efforts, and partnership development within the wellness and tourism sectors.
Contingency Reserve: Funds reserved for unforeseen expenses, including construction cost overruns due to inflation or latent structural defects, delays in the permitting process, or unexpected changes in regulatory or environmental requirements.
The Company's management maintains broad discretion over the actual application of the proceeds. If the Company raises less than the maximum offering amount, it intends to prioritize Regulatory & Permitting and Property Development to ensure the core asset reaches a functional state.
Item 7 - Dilution
1. Background
Prior to this offering, the Company has been funded primarily through founder capital contributions, including the contribution of the real property located at 340 Route 94, Fredon Township, New Jersey. As a result, the net tangible book value per share prior to the offering reflects the historical cost of these contributions and the Company's early-stage development status.
2. Net Tangible Book Value (Pre-Offering)
As of April 23, 2026, the Company's net tangible book value was $957,283.68, consisting of $20,380.68 in cash and $936,903.00 in real property, less liabilities. The real property was acquired by the Company using capital contributions from the Company's founder and is recorded at its historical purchase cost in accordance with U.S. GAAP. The property is owned free and clear of any mortgage, lien, or other encumbrance.
To align the capital structure with this offering, the Company has authorized the issuance of 9,000,000 shares of Class A Common Stock to the founder in exchange for the capital contributions previously made to the Company. On a per-share basis, the pre-offering net tangible book value is approximately $0.1064.
3. Assumed Offering Scenario
Assuming the sale of the maximum 11,000,000 shares offered in this Regulation A offering at $0.10 per share, the Company's total capitalization and net tangible book value will be materially adjusted by the influx of new capital.
4. Dilution to New Investors
Investors in this offering will pay $0.10 per share. Based on the pre-offering net tangible book value of $0.1064, new investors will not experience immediate dilution; instead, assuming the maximum offering is sold, the post-offering net tangible book value per share will be approximately $0.1029. This represents an immediate decrease in net tangible book value of $0.0035 per share to the founder and an immediate increase of $0.0029 per share to new investors.
5. Post-Offering Capitalization
Following the completion of the maximum offering, the total number of shares outstanding will be 20,000,000. New investors will own 55% of the Company, and the existing shareholder will own 45% of the Company.
Dilution Comparison Table
Public Offering Price per share: $0.1000
Net Tangible Book Value per share before offering: $0.1064
Net Tangible Book Value per share after offering: $0.1029
Increase per share to new investors: $0.0029
Item 8 - Description of Business
1. Overview and Mission
Lakeside Serenity Resorts Inc. (the "Company") was incorporated on May 21, 2025, in the State of New Jersey. The Company is a development-stage hospitality and real estate redevelopment company focused on the planned transformation of a historic property located at 340 Route 94, Fredon Township, New Jersey 07860, into a premium wellness-oriented resort.
The Company has not generated revenue since inception and has limited operating history. Activities to date have been limited to property acquisition, preliminary site planning, corporate formation, and the preparation of this Regulation A offering. The Company's mission is to provide a serene, high-end retreat experience for guests seeking wellness and nature-based recreation within the New York City metropolitan periphery.
2. Property and Site
The Company's primary asset is a 5.5-acre lakefront property in Fredon Township, Sussex County, New Jersey. The site currently features a historic main lodge and auxiliary structures. The Company's development plan involves the structural rehabilitation and interior renovation of these buildings to meet luxury hospitality standards. No construction has commenced, and no building permits for redevelopment have been finalized as of the date of this Offering Circular. Development is subject to the acquisition of a Conditional Use Permit (CUP) and environmental clearances from the New Jersey Department of Environmental Protection (NJDEP). The property is recorded in the Company's financial statements at historical cost in accordance with U.S. GAAP, based on the value of the founder's capital contribution at the time of formation.
3. Planned Business Operations
Upon obtaining sufficient financing and necessary permits, the Company intends to operate a boutique resort consisting of:
Accommodations: Approximately 15 luxury guest suites within the renovated lodge.
Wellness Facilities: Dedicated spaces for yoga, meditation, and holistic health activities.
Dining: An on-site farm-to-table culinary operation serving guests and event participants.
All planned operations are conceptual and remain subject to change based on municipal regulatory requirements, available capital, and evolving market conditions.
4. Revenue Model (Planned)
The Company currently has no revenue-generating operations. Upon completion of development, the Company anticipates the following potential revenue streams:
Lodging: Nightly and seasonal room rentals for individual travelers and wellness retreat participants.
Food and Beverage: Revenue from on-site dining, curated seasonal menus, and private event catering.
Wellness Programming: Fees for yoga classes, meditation workshops, and guided nature experiences.
Group Events: Hosting corporate retreats, private workshops, and small-scale curated events.
5. Market and Industry
The Company operates within the hospitality and wellness tourism sector. This industry is highly competitive, featuring established regional resorts as well as boutique short-term rental properties. The Company faces significant competition from operators with established brand recognition and greater financial and marketing resources.
6. Operations and Staffing
The Company currently operates with minimal administrative staffing appropriate for a development-stage entity. Management handles all strategic planning and regulatory compliance. Upon the commencement of resort operations, the Company expects to hire a professional workforce across several key functions, including:
Hospitality & Guest Services: Front desk, housekeeping, and concierge personnel.
Maintenance: Facilities management and groundskeeping for the 5.5-acre estate.
Culinary: Chefs and service staff for the planned dining operations.
Administrative: On-site accounting, human resources, and marketing support.
7. Marketing Strategy
If operations commence, the Company intends to utilize a targeted marketing strategy to reach high-income travelers in the New York City metropolitan area. Key components include:
Digital Presence: A proprietary website featuring high-resolution media and direct-booking capabilities.
Social Media: Leveraging platforms such as Instagram and Facebook to build brand awareness.
Third-Party Platforms: Partnering with premium booking engines (e.g., Airbnb Luxe, Booking.com) to capture existing market demand.
8. Intellectual Property and Brand
The Company considers its brand name, "Lakeside Serenity Resorts," and related visual identity important to its overall business strategy. The Company may seek formal trademark protection with the United States Patent and Trademark Office (USPTO). Currently, the Company relies on common law protections and confidentiality agreements to safeguard its internal operational plans and proprietary business methods.
9. Risk and Development Status
Lakeside Serenity Resorts Inc. is in an early development stage. The success of the business plan is highly dependent on the successful closing of this Regulation A offering, obtaining all required municipal zoning and state environmental approvals, and the timely completion of construction within the projected budget. There is no assurance that the Company will successfully develop the property or ever commence revenue-generating operations.
Item 9 - Security Ownership of Management and Certain Securityholders
1. Pre-Offering Ownership
The following table sets forth the beneficial ownership of the Company's Class A Common Stock as of the date of this Offering Circular. This ownership reflects the capital restructuring of the Company to align with the current offering price and the valuation of contributed assets.
Xiaowei Jin, CEO & Director: 9,000,000 shares, 100%
Tianwen Hu, Founder & Director: 0 shares, 0%
All Directors and Officers as a Group (2 persons): 9,000,000 shares, 100%
2. Capital Structure
As of the date of this Offering Circular:
Authorized Shares: 20,000,000 shares of Class A Common Stock.
Issued and Outstanding Shares: 9,000,000 shares.
Par Value: $0.0001 per share (or as specified in the Articles of Incorporation).
Authorized but unissued shares do not carry voting or economic rights unless and until issued by the Board of Directors.
3. Post-Offering Ownership
Assuming the sale of the maximum 11,000,000 shares offered in this Regulation A offering, the Company's ownership structure will be as follows:
Xiaowei Jin: 9,000,000 shares, 45.0%
Public Investors: 11,000,000 shares, 55.0%
Total Outstanding: 20,000,000 shares, 100%
The final ownership percentages will depend on the actual number of shares sold and the Company's final capitalization at the close of the offering.
4. Control Position
Following the completion of the offering, the founder, Xiaowei Jin, is expected to remain the largest individual shareholder and will retain significant influence over the Company's management and affairs, including the election of directors and approval of significant corporate transactions. If less than the maximum number of shares is sold, the founder's percentage of ownership and control will be higher than the 45.0% shown above. Investors in this offering will own a collective majority of the Company only if the maximum offering is achieved.
Item 10 - Securities Being Offered
1. General Description of the Securities
The Company is offering up to 11,000,000 shares of Class A Common Stock (the "Shares") pursuant to this Regulation A offering at an offering price of $0.10 per share. The Shares represent equity interests in Lakeside Serenity Resorts Inc. and will rank pari passu (equally) with all other issued and outstanding shares of Class A Common Stock regarding all distributions, voting, and liquidation rights.
2. Voting Rights
Each share of Class A Common Stock is entitled to one (1) vote on all matters submitted to a vote of shareholders, including the election of directors. Shareholders do not have cumulative voting rights. There are no superior voting rights, special classes of stock, or dual-class structures currently authorized.
3. Dividend Rights
Holders of Class A Common Stock are entitled to receive dividends if, as, and when declared by the Board of Directors out of funds legally available therefor. The Company currently has no plan to pay cash dividends in the foreseeable future and expects that any future earnings will be reinvested into operations, project development, and debt service (if any).
4. Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, holders of Class A Common Stock will be entitled to receive their pro rata share of all assets remaining after the payment of all Company liabilities and any preferential payments required for future classes of preferred stock (though none are currently authorized).
5. Transferability and Restrictions
The Shares are subject to applicable federal and state securities laws. While these shares are being offered pursuant to Regulation A, there is currently no public market for the Shares. Investors should be aware that they may be unable to liquidate their investment in a timely manner. Any transfers must comply with the Company's Bylaws and applicable "Blue Sky" state securities laws.
6. No Preemptive or Redemption Rights
Holders of Class A Common Stock do not have preemptive rights to subscribe to future issuances of securities, nor do the Shares carry any redemption or sinking fund provisions. The Board of Directors may, without shareholder approval, authorize the issuance of additional shares of Common Stock or future classes of Preferred Stock, which could dilute the ownership and voting power of existing shareholders.
7. Risk Considerations
An investment in the Shares involves a high degree of risk, including the possible loss of the entire investment. The Shares are highly speculative and should only be purchased by investors who can bear the economic risk of a total loss. See "Item 3 - Risk Factors" for further detail.
Item 11 - Management's Discussion and Analysis of Financial Condition and Results of Operations
1. Overview
Lakeside Serenity Resorts Inc. is a development-stage hospitality and real estate redevelopment company incorporated in the State of New Jersey on May 21, 2025. The Company's primary asset is a 5.5-acre property located at 340 Route 94, Fredon Township, New Jersey. To date, the Company's activities have been limited to corporate formation, property acquisition, preliminary site planning, and preparation for this Regulation A offering. The Company has not yet commenced resort operations or renovation activities.
2. Results of Operations
The Company has not generated any revenue since inception. Operating expenses from inception (May 21, 2025) through April 23, 2026, were approximately $3,600, consisting primarily of incorporation costs, administrative fees, legal preparation for securities filings, and basic property-related maintenance. The Company expects operating expenses to increase significantly as it advances into permitting, engineering, and construction phases of development.
3. Liquidity and Capital Resources
As of April 23, 2026, the Company had approximately $20,380.68 in cash and cash equivalents, primarily contributed by the founder. The Company's current monthly operating expenses are approximately $1,500, primarily consisting of property taxes, insurance, and administrative costs.
The Company estimates that a minimum of approximately $300,000 in additional capital will be required to initiate Phase I development activities, including zoning applications, environmental studies, and initial site preparation. There is no assurance that additional financing, including the proceeds of this offering, will be available on acceptable terms or at all.
4. Plan of Operations (Next 12 Months)
The Company's Phase I development plan is intended to establish initial operational readiness of the property, including regulatory approvals, essential site preparation, and partial renovation of existing structures sufficient to support limited hospitality operations.
The scope and timing of Phase I are dependent on the availability of capital, the pace of permitting approvals, and construction conditions. If the Company raises less than the maximum offering amount, it may scale or sequence Phase I activities to prioritize permitting, structural stabilization, and core infrastructure necessary for initial operations.
There can be no assurance that Phase I will be completed within the anticipated timeframe or budget.
If adequate funding is obtained through this offering, the Company intends to execute the following milestones over the next 12 months:
Zoning & Entitlements: Submit and pursue a Conditional Use Permit (CUP) and related approvals from the Fredon Township Land Use Board.
Environmental & Engineering: Conduct soil percolation testing, wetlands identification, and New Jersey Department of Environmental Protection (NJDEP) review processes.
Pre-Construction: Finalize architectural design and structural engineering plans for renovation of the existing lodge.
Site Preparation: Begin initial site clearing and structural stabilization of existing improvements.
The timing of these activities is highly dependent on the availability of capital and the duration of municipal and environmental approval processes.
5. Capital Expenditures
Phase I redevelopment, including renovation of the main lodge and initial infrastructure upgrades, is expected to require approximately $500,000 in capital expenditures. All development activities are contingent upon financing availability. The Company currently has no debt obligations, mortgages, or committed credit facilities.
6. Critical Accounting Policies
Real Estate Assets: Recorded at historical cost based on founder-contributed value at formation. No fair market revaluation is performed.
Impairment: Long-lived assets are reviewed for impairment when indicators suggest carrying value may not be recoverable.
Revenue Recognition: Revenue will be recognized when services are rendered and collectibility is reasonably assured.
7. Going Concern Considerations
The Company's financial statements have been prepared on a going concern basis. As a development-stage entity with no revenue and significant reliance on external financing, there is substantial doubt regarding the Company's ability to continue operations without successful completion of this offering. If financing is not obtained, the Company may delay, scale back, or discontinue planned development activities.
Item 12 - Executive Compensation
1. Summary Compensation Table
The following table sets forth the compensation paid to the Company's executive officers for the fiscal year ended December 31, 2025, and through the date of this Offering Circular.
Xiaowei Jin - Chief Executive Officer and Director
Ms. Xiaowei Jin serves as Chief Executive Officer and Director of the Company and is the Company's principal executive officer. She is responsible for the Company's overall strategy and management.
Ms. Jin, age 49, is based in New York and has over ten years of experience in the furniture retail industry. She is the manager of SoHo Furniture, a furniture retail business operating two retail locations in New York City.
Since the Company's formation in May 2025, Ms. Jin has led Lakeside Serenity Resorts Inc.'s development strategy and coordinated its real estate redevelopment project in Fredon Township, New Jersey.
Tianwen Hu - Chief Financial Officer, Founder and Director
Mr. Tianwen Hu serves as Chief Financial Officer, Founder, and Director of the Company and is the Company's principal financial officer. He is responsible for the Company's financial management and reporting.
Mr. Hu, age 46, is based in New York and has over ten years of experience in the furniture retail industry. He is the owner and manager of SoHo Furniture, a furniture retail business operating two retail locations in New York City.
Since the Company's formation in May 2025, Mr. Hu has supported the Company's financial planning and administrative coordination related to its real estate development project in Fredon Township, New Jersey.
Xiaowei Jin, CEO: Salary $0, Bonus $0, Equity Awards None, Total Compensation $0
Tianwen Hu, CFO: Salary $0, Bonus $0, Equity Awards None, Total Compensation $0
2. Cash Compensation
Since inception on May 21, 2025, no cash compensation, including salaries, fees, or commissions, has been paid to the Company's executive officers. The Company does not currently have a formal salary structure. Future cash compensation may be implemented only upon the successful commencement of revenue-generating resort operations or the achievement of significant funding milestones, subject to the review and approval of the Board of Directors.
3. Equity Compensation
To date, no stock options, restricted stock units, or other equity-based awards have been granted to any executive officer or director. While the Company may adopt an equity incentive plan in the future to align management interests with those of the shareholders, no such plan has been drafted or approved as of the date of this Offering Circular.
4. Bonus and Profit Sharing
The Company does not currently maintain a bonus program, profit-sharing plan, or any other incentive-based compensation arrangement.
5. Employment Agreements and Termination Benefits
There are no formal employment agreements, change-of-control agreements, or severance arrangements currently in place with any executive officer. Management services are currently provided on an "at-will" basis as the Company focuses its available liquidity on project development and regulatory compliance.
6. Compensation Philosophy and Future Intent
The Company's current compensation philosophy is to prioritize the conservation of cash and the allocation of all available capital toward the physical development of the Fredon Township property. As the Company transitions from the development stage to the operational stage, the Board of Directors intends to establish a compensation committee to develop a competitive executive compensation package designed to attract and retain experienced hospitality management talent. Any such future compensation will be disclosed in subsequent filings as required by Regulation A.
Item 13 - Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be borne by the Company in connection with the issuance and distribution of the securities being offered. All amounts are estimates based on the maximum offering amount of $1,100,000.
SEC Filing Fees: $200
Legal Fees and Expenses: $15,000
Accounting and Audit Fees: $10,000
Blue Sky Compliance Fees & Expenses: $5,000
Printing and Marketing Materials: $2,500
Transfer Agent Fees: $1,500
Miscellaneous Offering Expenses: $1,300
Total Estimated Offering Expenses: $35,500
1. Responsibility for Expenses
The Company is responsible for all costs associated with this offering. These expenses will be paid from the Company's existing working capital or from the gross proceeds of the offering. The "Net Proceeds" available for development (as described in Item 6) will be the total amount raised minus these issuance and distribution costs.
2. Legal and Accounting Fees
Legal fees include the preparation of this Offering Circular, corporate authorizations, and compliance with federal securities laws. Accounting fees relate to the preparation and review of the financial statements included in Item 14.
3. Blue Sky Compliance
The Company intends to offer and sell the Shares in a limited number of states. The estimated Blue Sky fees include state-level filing fees (such as the NASAA EFD system) and legal costs associated with ensuring exemptions or registrations in those specific jurisdictions, including the Company's home state of New Jersey.
4. Transfer Agent Fees
The Company intends to engage a registered transfer agent to manage the issuance of shares, maintain the shareholder register, and facilitate any future transfers of the Class A Common Stock.
5. No Underwriting Commissions
This offering is being conducted on a "best efforts" basis by the Company's management. No underwriters, brokers, or dealers have been engaged to sell the securities. Accordingly, the Company will not pay any underwriting discounts, commissions, or finder's fees in connection with this offering. If the Company engages a broker-dealer in the future, it will file a post-qualification amendment to this Offering Circular.
Item 14. Financial Statements
LAKESIDE SERENITY RESORTS INC.
Financial Statements (Unaudited)
For the period from inception (May 21, 2025) to April 23, 2026
The accompanying financial statements of Lakeside Serenity Resorts Inc. have been prepared by management in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). These statements are unaudited and have not been reviewed by an independent registered public accounting firm.
In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included.
1. Balance Sheet (As of April 23, 2026)
ASSETS
Current Assets:
Cash and Cash Equivalents: $20,380.68
Total Current Assets: $20,380.68
Fixed Assets:
Land and Buildings (at historical cost): $936,903.00
Total Assets: $957,283.68
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable and Accrued Liabilities: $0.00
Total Liabilities: $0.00
Stockholders' Equity:
Common Stock ($0.0001 par, 9,000,000 shares issued): $900.00
Additional Paid-In Capital: $959,983.68
Accumulated Deficit: ($3,600.00)
Total Stockholders' Equity: $957,283.68
Total Liabilities and Stockholders' Equity: $957,283.68
2. Statement of Operations (May 21, 2025 to April 23, 2026)
Revenue: $0.00
Operating Expenses:
General and Administrative Expenses: $3,600.00
Total Operating Expenses: $3,600.00
Net Loss: ($3,600.00)
3. Statement of Cash Flows (May 21, 2025 to April 23, 2026)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss: ($3,600.00)
Net Cash Used in Operating Activities: ($3,600.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Capital Contributions: $23,980.68
Net Cash Provided by Financing Activities: $23,980.68
Net Increase in Cash: $20,380.68
Cash at Beginning of Period: $0.00
Cash at End of Period: $20,380.68
4. Notes to Financial Statements
Note A - Organization and Nature of Operations
Lakeside Serenity Resorts Inc. (the "Company") was incorporated on May 21, 2025, in the State of New Jersey. The Company is a development-stage entity formed to acquire and transform a 5.5-acre property in Fredon Township, NJ, into a wellness resort. To date, the Company has generated no revenue and its activities have been limited to property acquisition and organizational planning.
Note B - Summary of Significant Accounting Policies
Basis of Presentation: The financial statements are prepared on the accrual basis of accounting.
Fixed Assets: Land and buildings are recorded at the historical cost basis at the time of contribution. No depreciation has been recorded yet as the assets are not yet placed in service.
Use of Estimates: Management uses estimates and assumptions that affect reported amounts. Actual results could differ.
Note C - Stockholders' Equity
The Company has authorized 20,000,000 shares of Class A Common Stock. As of April 23, 2026, 9,000,000 shares were issued and outstanding, held entirely by the Company's founder.
Note D - Going Concern
The Company's ability to continue as a going concern is dependent upon its ability to raise additional capital through this Regulation A offering to fund its development plan. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
PART III - EXHIBITS
The following exhibits are filed as part of this Offering Statement:
Exhibit 2.a: Articles of Incorporation (Incorporated by reference to the Company's filing with the State of New Jersey on May 21, 2025)
Exhibit 2.b: By-Laws (Adopted as of May 21, 2025)
Exhibit 4.1: Subscription Agreement (The form of agreement to be used by investors to purchase the Class A Common Stock)
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Fredon, State of New Jersey, on April 23, 2026.
LAKESIDE SERENITY RESORTS INC.
By: /s/ Xiaowei Jin
Xiaowei Jin
Chief Executive Officer and Director (Principal Executive Officer)
By: /s/ Tianwen Hu
Tianwen Hu
Chief Financial Officer and Director (Principal Financial and Accounting Officer)