0001493152-23-037116.txt : 20231013 0001493152-23-037116.hdr.sgml : 20231013 20231013093020 ACCESSION NUMBER: 0001493152-23-037116 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 46 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20231013 DATE AS OF CHANGE: 20231013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ecomax, Inc CENTRAL INDEX KEY: 0001008653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 133865026 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21613 FILM NUMBER: 231324050 BUSINESS ADDRESS: STREET 1: 40 WALL STREET, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 3235529867 MAIL ADDRESS: STREET 1: 40 WALL STREET, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: ECOMAT INC DATE OF NAME CHANGE: 19960221 10-K 1 form10-k.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2023

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission file number: 000-21613

 

Ecomax, Inc.

(Exact name of company as specified in its charter)

 

Nevada   13-3865026
(State of
Incorporation)
  (I.R.S. Employer
Identification No.)

 

630 Fifth Avenue, Suite 2338, New York, NY   10111
(Address of principal executive offices)   (ZIP Code)

 

Registrant’s telephone number, including area code: (929)-923-2740

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

 

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.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of the last business day of the registrants most recently completed second fiscal quarter was $360,458.

 

As of October 13, 2023, the registrant had 2,380,958 shares of common stock, par value $0.0001 per share, issued and outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

Item   Description   Page
         
PART I    
         
ITEM 1.   BUSINESS   3
ITEM 1A.   RISK FACTORS   8
ITEM 1B.   UNRESOLVED STAFF COMMENTS   8
ITEM 2.   PROPERTY   8
ITEM 3.   LEGAL PROCEEDINGS   8
ITEM 4.   MINE SAFETY DISCLOSURES    
         
PART II    
         
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES   9
ITEM 6.   [RESERVED]   9
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION   9
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK   12
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   12
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   12
ITEM 9A.   CONTROLS AND PROCEDURES   13
ITEM 9B.   OTHER INFORMATION   14
ITEM 9C.   DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS   14
         
PART III    
         
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   14
ITEM 11.   EXECUTIVE COMPENSATION   15
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS    16
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE   17
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES   17
         
PART IV    
         
ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES   18
ITEM 16.   FORM 10–K SUMMARY.   18

 

2
 

 

PART I

 

ITEM 1. BUSINESS

 

Some of the statements contained in this annual report on Form 10-K of Ecomax, Inc. (hereinafter the “Company”, “We” or the “Company”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this annual report, forward-looking statements are generally identified by the words such as “anticipate”, “plan”, “believe”, “expect”, “estimate”, and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company’s securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Important factors that may cause actual results to differ from projections include, for example:

 

the success or failure of management’s efforts to implement the Company’s plan of operation;
the ability of the Company to fund its operating expenses;
the ability of the Company to compete with other companies that have a similar plan of operation;
the effect of changing economic conditions impacting the Company’s plan of operation;
the ability of the Company to meet the other risks as may be described in future filings with the United States Securities and Exchange Commission, or the SEC.

 

General Background of the Company

 

Ecomax, Inc. (formerly known as Ecomat Inc.) was incorporated on December 14, 1995 pursuant to the laws of the State of Delaware and was formed to develop the Ecomat concept - an environmentally sound solution to the current standard dry-cleaning method that utilizes perchloroethylene, which has been shown to have various toxic effects.

 

On March 26, 1999, the Company filed a petition under Chapter 7 for liquidation of the Company’s business. As a result, all of the Company’s properties were transferred to a United States trustee and the Company terminated all of its business operations. The bankruptcy trustee has disposed of all of the assets.

 

On June 14, 2006, the bankruptcy court granted an order approving the contract and finding that Park Avenue Group was a good faith purchaser within the meaning of 11 USC Section 363(m) of the Bankruptcy Code.

 

On June 15, 2006, and as a result of the Bankruptcy court’s order, Park Avenue Group appointed Ivo Heiden to the board of directors of the Company and to serve as its Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the board of directors.

 

On February 5, 2007, the Company issued 13,230,000 shares of common stock to Ivo Heiden, for services provided valued at $2,500. Since then, Ivo Heiden controlled 78.58% of the issued and outstanding shares of common stock.

 

On February 9, 2007, the Company completed its change in domicile to Nevada.

 

3
 

 

On January 5, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) with Clark Orient (BVI) Limited, (“Clark Orient”), Mr. Heiden, and WWYD, Inc. (WWYD, Inc. was a 5% or more shareholder of the Company. Mr. Heiden and WWYD, Inc. are collectively referred to as the “Sellers”), pursuant to which Clark Orient acquired 20,205,000 shares of common stock of the Company (the “Shares”) from Sellers for an aggregate purchase price of $320,000. The transaction contemplated in the SPA closed on January 7, 2021. The Shares represented approximately 85% of the issued and outstanding common stock of the Company. The transaction resulted in a change in control of the Company.

 

In connection with the change in control, Mr. Heiden, the then Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the board of directors of the Company, resigned from all of his positions with the Company and the resignations became effective on January 6, 2021. Ms. Yang Gui was appointed as the Chief Executive Officer, Chief Financial Officer, sole director, and Chairwoman of the board of directors of the Company, effective on January 6, 2021.

 

On March 11, 2021, upon the departure of Ms. Yang Gui, Mr. Yu Yam Anthony Chau was appointed as the Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the board of directors of the Company, effective on March 11, 2021.

 

On March 18, 2021, by unanimous written consent of the board of directors of the Company, the board of directors adopted resolutions approving 1) a reverse split of the Company’s common stock at a ratio of 1-for-10, whereby every 10 shares of the issued and outstanding common stock shall be combined into one share of issued and outstanding common stock (the “Reverse Stock Split”); 2) an increase in the number of the authorized capital stock from 75,000,000 to 500,000,000, with the par value remaining at $0.0001 per share, consisting of 450,000,000 shares of common stock, par value $0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Increase of Authorized Stock”); 3) a change of the Company’s name and ticker from “Ecomat, Inc.” and “ECMT,” to “Ecomax, Inc.” and “ECMX” (the “Change of Name,” together with the Reverse Stock Split and the Increase of Authorized Stock, collectively, the “Corporate Actions”); 4) amendments to its articles of incorporation to reflect the Corporate Actions (the “Amendments of Articles of Incorporation”); and 5) a proposal that such resolutions be submitted for a vote of the stockholders of the Company.

 

On March 18, 2021, the stockholder holding in the aggregate 20,205,000 shares of common stock, or approximately 85% of the common stock outstanding on such date, approved the Corporate Actions.

 

On April 1, 2021, the Company filed a preliminary information statement on Schedule 14C with the United States Securities and Exchange Commission (the “SEC”).

 

On April 13, 2021, the Company filed a definitive information statement on Schedule 14C with the SEC.

 

On April 20 and 21, 2021, the Company filed a certificate of change and a certificate of amendment with the Secretary of State of the State of Nevada with respect to the Corporate Actions.

 

On April 28, 2021, the Company filed an Issuer Notification Form with the Financial Industry Regulatory Authority (“FINRA”) requesting confirmation of the Change of Name.

 

The Corporate Actions, as of the date of this report, have all come into effect. As of the date of this report, our ticker symbol on OTC Markets has been changed to EMAX and our name has been changed to Ecomax, Inc.

 

On September 30, 2022, upon the departure of Mr. Yu Yam Anthony Chau, Mr. Raymond Chen was appointed as the Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the board of directors of the Company, effective September 30, 2022.

 

On February 16, 2023 and March 1, 2023, the Company entered into a sale of goods agreement (the “Sale Agreement”) and a distributor agreement (the “Distributor Agreement”), respectively, with Rocitin Company Limited, a Hong Kong company (“Rocitin”), and commenced substantial business operations, and thus ceased being a shell company.

 

4
 

 

Our Business

 

Overview

 

On February 16, 2023, the Company entered into the Sale Agreement with Rocitin. Under the terms of the Sale Agreement, the Company has agreed to purchase 10,000 bottles of Rocitin NMN, a nutritional supplement manufactured by Pharmazeutische Fabrik Evers GmbH & Co. KG, a German company, in which each bottle contains 60 capsules, 10080 mg of NMN, at HK $500 (approximately $64.01) per bottle (the “Products”), with the initial shipment of 2,000 bottles from Rocitin. Except for the payment of the initial shipment of 2,000 bottles of the Products made on March 1, 2023, the payment of the residual 8,000 bottles of the Products shall be made within 45 days from the date of each invoice from Rocitin to the Company. Pursuant to the Sale Agreement, Rocitin will deliver the Products to the location specified by the Company within 15 days of the payment being made.

 

On March 1, 2023, the Company entered the Distributor Agreement with Rocitin. Under the terms of the Distributor Agreement, Rocitin shall store the Products purchased by the Company from it pursuant to the Sale Agreement in an appropriate warehouse leased by it in Hong Kong, distribute the Products on a non-exclusive basis, and use its best efforts to promote and maximize the sale of the Products within Hong Kong, Macau, Taiwan and China (collectively, the “Territory”) on behalf of the Company, as well as provide reasonable after-sale support to the purchasers of the Products. In addition, Rocitin shall provide monthly reports to the Company due by the 15th of each month concerning the Products’ sales and the marketing activities of the previous month.

 

Pursuant to the Distributor Agreement, the Company and Rocitin share any gross profit generated by the distribution of the Products on a 50/50 basis; that is, revenue generated from sales of the Products to third parties minus the original purchase price of the Products paid by the Company to Rocitin, will be shared between the Company and Rocitin on a 50/50 ratio (the “Sharing Ratio”).

 

As of June 30, 2023, Rocitin delivered 6,000 bottles of the Products that the Company purchased to the warehouse leased by it in Hong Kong and distributed and sold approximately 4,952 bottles of the Products in the Territory, in accordance with the Distributor Agreement, which generated gross revenue of approximately HK $3,327,744 (approximately $424,391). The Company was allocated HK $2,901,872, (approximately $370,079) from the gross profit, which amount represents the Sharing Ratio, as stipulated in the Distributor Agreement. 

 

Our Product

 

As of June 30, 2023, the Company has been selling and distributing one product, Rocitin NMN, to customers in the Territory. Rocitin NMN is a nutritional supplement manufactured by Pharmazeutische Fabrik Evers GmbH & Co. KG, a German company. Each bottle contains 60 capsules, 10080 mg of NMN.

 

NMN, as β-Nicotinamide Mononucleotide, exists in some fruits, vegetables, and poultry. It is a molecule naturally occurring in all life forms and can be transformed into a significant coenzyme NAD+ within cells, which is important to human metabolism. Research, including but not limited to “Nicotinamide mononucleotide (NMN) as an anti-aging health product – Promises and safety concerns,” has shown that NAD+ levels in the body will decrease with age, and that exogenous supplementation of NMN enhances NAD+ levels and thus the function of human cells. For example, NMN helps to convert food energy into cell energy efficiently to boost energy metabolism and maintain healthy mitochondrial functions. In addition, NMN also helps to repair broken DNA, regulate the stability of DNA and cell death, and improve neurodegenerative and metabolic conditions.

 

 

5
 

 

Distribution and Customers

 

Under the terms of the Distributor Agreement, Rocitin shall store the Products purchased by us from it pursuant to the Sale Agreement in an appropriate warehouse leased by it in Hong Kong, distribute the Products on a non-exclusive basis, and use its best efforts to promote and maximize the sale of the Products within the Territory on behalf of the Company, as well as provide reasonable after-sale support to the purchasers of the Products.

 

During the fiscal year ended June 30, 2023, Rocitin, on our behalf, sold and distributed the Products directly to customers in China through several cross-border e-commerce platforms such as Xiaohongshu, Douyin, JD.com, and Tmall, and to customers in Hong Kong, Macau and Taiwan through its website. We did not cooperate with any distributors and dealers to sell the Products within the Territory during the fiscal year ended June 30, 2023.

 

As all of our customers were retail customers who directly purchased the Products from us through cross-border e-commerce platforms and Rocitin’s website during the fiscal year ended June 30, 2023, we did not have any major customers to depend upon.

 

Supplier

 

As of June 30, 2023, we have only one supplier, Rocitin. Pursuant to the Sale Agreement with Rocitin, we agreed to purchase 10,000 bottles of the Products. For the fiscal year ended June 30, 2023, we purchased 6,000 bottles of the Products from Rocitin. As our business is still at the beginning stage and under our evaluation, we do not intend to enter into a continuous or long-term supply agreement with Rocitin until we fulfill our obligation under the Sale Agreement to purchase 10,000 bottles of the Products. We believe not being bound by a continuous or long-term supply agreement can allow us to maintain flexibility regarding choosing our supplier and determining whether to further develop the current business operation or seek other prospective new business opportunities.

 

For the fiscal year ended June 30, 2023, Rocitin directly sourced the Products from Pharmazeutische Fabrik Evers GmbH & Co. KG, a German company that manufactures the Products (“Fabrik Evers GmbH”). While Fabrik Evers GmbH is the only source of the Products, neither Rocitin nor the Company intend to enter a long-term supply agreement with it, since we can generally find similar replacements in the market from the competitors of Fabrik Evers GmbH.

 

Our Strategy

 

As the Company intends to further develop the preceding business operation, its management also continues to seek other prospective new business opportunities.

 

The Company’s management has substantial flexibility in identifying and selecting prospective new business opportunities. The Company is dependent on the judgment of its management in connection with this process. In evaluating a prospective business opportunity, we would consider, among other factors, the following:

 

costs associated with pursuing a new business opportunity;
growth potential of the new business opportunity;
experiences, skills and availability of additional personnel necessary to pursue a potential new business opportunity;
necessary capital requirements;
the competitive position of the new business opportunity;
stage of business development;
the market acceptance of the potential products and services;
proprietary features and degree of intellectual property; and
the regulatory environment that may be applicable to any prospective business opportunity.

 

6
 

 

The foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.

 

The time and costs required to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty. In addition, the global COVID-19 pandemic has created significant challenges for us to research potential targets and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic.

 

Management intends to devote such time as it deems necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that our management will actually devote to the Company’s plan of operation.

 

The Company intends to conduct its activities so as to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated thereunder.

 

Intellectual Property

 

As of June 30, 2023, we do not have, and are not applying for, any intellectual properties.

 

Government Approval

 

As of June 30, 2023, we do not need any approval from any applicable government to sell the Products in the Territory.

 

Governmental & Environmental Regulations

 

As of June 30, 2023, we are subject to certain import regulations and administrative requirements of the governments in the Territory. We have been complying with all applicable regulations and administrative requirements to import the Products. Expenditures for compliance with applicable regulations and administrative requirements to import the Products have not had, and are not expected to have, a material effect on our capital expenditures, results of operations, or competitive position.

 

As of June 30, 2023, we are not subjected to any specific environmental regulations for selling and distributing the Products in the Territory.

 

Competition

 

Due to the low barriers to entering the market of selling NMN products in the Territory, we compete with many distributors who sell NMN products similar to ours, especially in China and Hong Kong. Many of these distributors are more established than we are and have significantly greater financial, technical, and other resources than we presently possess. Some of our competitors may be able to respond more quickly to new opportunities, market changes or changes in customer preferences, and may be able to undertake more extensive promotional activities and adopt more aggressive pricing strategies than we are. Despite the above and the fact that we have yet to develop certain competitive advantages, as our business is still at the beginning stage, we believe we will have the potential to compete by making the most of our flexibility to select suppliers and manufacturers who are able to provide the Products with good quality and lower cost.

 

7
 

 

Employees

 

Mr. Raymond Chen, our Chief Executive Officer and Chief Financial Officer, is our sole executive officer. Mr. Chen devotes his full time to administering the Company’s business operations and other affairs. As we further develop our business, we intend to hire additional persons on an as-needed basis.

 

Legal Proceedings

 

There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against us or any member of our management team in their capacity as such, and we and the member of our management team have not been subject to any such proceeding in the 10 years preceding the date of this report. We may however be involved, from time to time, in claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of these matters. We do not believe that the ultimate resolution of these matters will have a material adverse impact on our consolidated financial position, cash flows or results of operations, but cannot guarantee same.  

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

The Company’s corporate office is located at 630 Fifth Avenue, Suite 2338, New York, NY 10111, which space is provided to us on a rent-free basis by New York Listing Management Inc. The Company believes that the office facilities are sufficient for the foreseeable future and this arrangement will remain until we find a new business opportunity.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we may be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

8
 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information

 

Our common stock is currently quoted on the OTC market “Pink Sheets” under the symbol EMAX and has very limited trading. We cannot assure you that there will be a market in the future for our common stock. The closing price of our common stock on the OTC on October 11, 2023 was $0.602 per share. As of October 11, 2023, our shares of common stock were held by approximately 47 stockholders of record. The transfer agent of our common stock is Standard Registrar and Transfer Company, Inc. at 440 East 400 South, Suite 200, Salt Lake City, UT 84111. Their phone number is (801) 571-8844.

 

Dividends

 

Holders of common stock are entitled to dividends when, as, and if declared by the board of directors of the Company (the “Board of Directors”), out of funds legally available therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

No equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal year ended June 30, 2023 and 2022. 

 

Recent Sales of Unregistered Securities

 

None.

 

Recent Purchases of Equity Securities by us and our Affiliated Purchasers

 

None.

 

ITEM 6. SELECTED FINANCIAL DATA

 

[Reserved]

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

 

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the consolidated financial statements of the Company thereto, which appear elsewhere in this Annual Report on Form 10-K, and should be read in conjunction with such financial statements and related notes included in this report. Except for the historical information contained herein, the following discussion, as well as other information in this report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Annual Report on Form 10-K.

 

Management’s Plan of Operation

 

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

 

9
 

 

Overview

 

On February 16, 2023, the Company entered into the Sale Agreement with Rocitin. Under the terms of the Sale Agreement, the Company has agreed to purchase 10,000 bottles of Rocitin NMN, a nutritional supplement manufactured by Pharmazeutische Fabrik Evers GmbH & Co. KG, a German company, in which each bottle contains 60 capsules, 10080 mg of NMN, at HK $500 (approximately $64.01) per bottle (the “Products”), with the initial shipment of 2,000 bottles from Rocitin. Except for the payment of the initial shipment of 2,000 bottles of the Products made on March 1, 2023, the payment of the residual 8,000 bottles of the Products shall be made within 45 days from the date of each invoice from Rocitin to the Company. Pursuant to the Sale Agreement, Rocitin will deliver the Products to the location specified by the Company within 15 days of the payment being made.

 

On March 1, 2023, the Company entered the Distributor Agreement with Rocitin. Under the terms of the Distributor Agreement, Rocitin shall store the Products purchased by the Company from it pursuant to the Sale Agreement in an appropriate warehouse leased by it in Hong Kong, distribute the Products on a non-exclusive basis, and use its best efforts to promote and maximize the sale of the Products within Hong Kong, Macau, Taiwan and China (collectively, the “Territory”) on behalf of the Company, as well as provide reasonable after-sale support to the purchasers of the Products. In addition, Rocitin shall provide monthly reports to the Company due by the 15th of each month concerning the Products’ sales and the marketing activities of the previous month.

 

Pursuant to the Distributor Agreement, the Company and Rocitin shall share any gross profit generated by the distribution of the Products on a 50/50 basis; that is, revenue generated from sales of the Products to third parties minus the original purchase price of the Products paid by the Company to Rocitin, will be shared between the Company and Rocitin on a 50/50 ratio (the “Sharing Ratio”).

 

As of June 30, 2023, Rocitin delivered 6,000 bottles of the Products that the Company purchased to the warehouse leased by it in Hong Kong and distributed and sold approximately 4,952 bottles of the Products in the Territory, in accordance with the Distributor Agreement, which generated gross revenue of approximately HK $3,327,744 (approximately $424,391). The Company was allocated HK $2,901,872, (approximately $370,079) from the gross profit, which amount represents the Sharing Ratio, as stipulated in the Distributor Agreement

 

As the Company intends to further develop the preceding business operation, its management also continues to seek other prospective new business opportunities.

 

The Company’s management has substantial flexibility in identifying and selecting prospective new business opportunities. The Company is dependent on the judgment of its management in connection with this process. In evaluating a prospective business opportunity, we would consider, among other factors, the following:

 

costs associated with pursuing a new business opportunity;
growth potential of the new business opportunity;
experiences, skills and availability of additional personnel necessary to pursue a potential new business opportunity;
necessary capital requirements;
the competitive position of the new business opportunity;
stage of business development;
the market acceptance of the potential products and services;
proprietary features and degree of intellectual property; and
the regulatory environment that may be applicable to any prospective business opportunity.

 

The foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.

 

The time and costs required to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty. In addition, the global COVID-19 pandemic has created significant challenges for us to research potential targets and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic.

 

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Management intends to devote such time as it deems necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that our management will actually devote to the Company’s plan of operation.

 

The Company intends to conduct its activities so as to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated thereunder

 

Results of Operations during the fiscal year ended June 30, 2023 as compared to the fiscal year ended June 30, 2022

 

We have generated $424,391 during the fiscal year ended June 30, 2023 and did not generate any revenues during the fiscal year 2022. We had total operating expenses of $176,512, including general and administrative expenses of $122,200, and sales expenses of $54,312 during the fiscal year ended June 30, 2023, compared to $105,448, including $105,448 general and administrative expenses during the fiscal year ended June 30, 2022. We incurred interest expenses of $22,188 during the fiscal year ended June 30, 2023, compared to interest expenses of $9,158 during the fiscal year ended June 30, 2022. During the years ended June 30, 2023, and 2022, we had a net loss of $89,920 and $114,605, respectively, mainly due to the change in company’s revenue in 2023.  

 

Liquidity and Capital Resources

 

The Company has recently commenced its business operation and has limited cash resources other than advances provided by our majority shareholder or an affiliated party. We are dependent upon interim funding provided by our majority shareholder or an affiliated party to pay operating expenses and professional fees and expenses. Our majority shareholder and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until such time the Company generates sufficient profits to pay these fees. The Company would be unable to continue as a going concern without interim financing provided by our majority shareholder and our affiliated party.

 

If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by management and funding provided by our majority shareholder or our affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company has limited financial resources to pay for such services.

 

The following table shows a summary of our cash flows for the periods presented:

 

   Fiscal Years Ended June 30,     
   2023   2022   Change ‘23 vs. ‘22 
Net cash (used in) provided by               
Operating activities  $(206,807)  $(124,871)  $(81,936)
Financing activities   206,807    124,871    81,936 
Increase (decrease) in cash  $0   $0   $0 

 

Net cash used in our operating activities was $206,807 and $124,871 for the fiscal years ended June 30, 2023 and 2022, respectively. The increase of $81,936 was due mainly to a $81,936 increase in operating assets.

 

Our financing activities generated a cash inflow of $206,807 and $124,871 for the fiscal years ended June 30, 2023 and 2022, respectively, due to the funds borrowed from our majority shareholder and an affiliated party and a loan from the lender (described below).

 

During the next 12 months we anticipate incurring costs related to:

 

  filing of Exchange Act reports,
  the current business operation,
  registered agent fees and accounting fees, and
  investigating, analyzing and consummating an acquisition or business combination.

 

As of June 30, 2023, we had current assets of $168,506, and on June 30, 2022, we had no current assets. As of June 30, 2023, we had $466,116 in liabilities, consisting of accounts payable of $17,422, an advance from a related party of $415,601, accrued interest due to related parties of $7,812 in one loan agreement, and accrued expenses of $25,280. As of June 30, 2022, we had $207,690 in liabilities consisting of accounts payable of $3,250, an advance from a related party of $191,091, accrued interest due to related parties of $3,329 in one loan agreement, and accrued expenses of $10,020.

 

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During the fiscal year ended June 30, 2023, we had negative cash flow from operating activities of $206,807, due to a net loss of $89,920, and a change in operating assets. We financed our negative cash flow from operations and $206,807 in advances from New York Listing Management, Inc, an affiliated party. During the fiscal year ended June 30, 2022, we had negative cash flow from operating activities of $124,871, mainly due to a net loss of $114,605 offset by a decrease in accounts payable and accrued liabilities of $10,266. We financed our negative cash flow from operations and $124,871 in advances from New York Listing Management, Inc, an affiliated party.

 

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from New York Listing Management, Inc, as well as from the revenue generated from operations, and believes it can satisfy its cash requirements so long as it is able to obtain such financing from New York Listing Management, Inc and the current business operation continues successfully. The Company expects that money borrowed and generated from such sources will be used during the next 12 months to satisfy the Company’s operating costs, professional fees and general corporate purposes.

 

On March 31, 2021, we entered into a loan agreement with New York Listing Management, Inc, a related party, under which we are able to receive funding of up to $200,000 for general operating expenses from time-to-time as needed by the Company (the “NYLM Loan Agreement”). The NYLM Loan Agreement bears an interest rate of 8% per annum and is due and payable on the date that is three hundred sixty-six (366) days from the date of such loan agreement. On March 31, 2022, we extended the NYLM Loan Agreement with New York Listing Management, Inc and such loan agreement was to mature on March 31, 2023. On April 1, 2023, we re-signed the NYLM Loan Agreement with New York Listing Management, Inc, and the loan agreement has no expiration, is due on demand, and the borrowing limit has been increased to $800,000. As of June 30, 2023 and 2022, the outstanding balance on this loan was $415,601 and $191,091, respectively, with accrued interest of $7,812 and $3,329, respectively. As of June 30, 2023, we expensed interest of $22,188, related to the NYLM Loan Agreement.

 

The Company intends to repay the loan from New York Listing Management, Inc at a time when it has the cash resources to do so.

 

The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors issued an unqualified audit opinion for the years ended June 30, 2023 and 2022 with an explanatory paragraph expressing uncertainty as to the Company’s ability to remain as a going concern.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2023 and 2022, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934. 

 

Significant Accounting Policies

 

Our significant accounting policies are described in the notes to our financial statements for the years ended June 30, 2023 and 2022, and are included elsewhere in this annual report.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our financial statements required by this item are included on the pages immediately following the Index to Financial Statements appearing on page F-1.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Effective as of April 27, 2023, the Board of Directors of the Company approved the engagement of Qi CPA LLC (“Qi”) to serve as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2023 and quarterly periods ended March 31, 2023, September 30, 2023, December 31, 2023 and March 31, 2024.

 

12
 

 

During the two fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through April 26, 2023, neither the Company nor anyone acting on its behalf has consulted with Qi with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to us by Qi that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

 

On April 27, 2023, the Board of Directors of the Company notified M&K CPAS, PLLC (the “Former Auditor”) that the Former Auditor was dismissed as the Company’s independent registered public accounting firm. The decision to dismiss the Former Auditor was approved by the Board of Directors of the Company.

 

The reports of the Former Auditor on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.

 

During fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through April 26, 2023, there were no disagreements as described under Item 304(a)(1)(iv) of Regulation S-K with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused the Former Auditor to make reference to the subject matter thereof in connection with its reports on the financial statements of the Company for such years. In addition, during the fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through April 26, 2023, there were no reportable events as described under Item 304(a)(1)(v) of Regulation S-K.

 

The Former Auditor furnished a letter addressed to the U.S. Securities and Exchange Commission stating it agrees with the above statements. A copy of the Former Auditor’s letter, dated May 2, 2023, was attached as Exhibit 16.1 of Form 8-k the Company filed with the Securities and Exchange Commission on May 2, 2023.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of June 30, 2023, the Company’s Chief Executive Officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective because of the identification of material weaknesses, including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting during the fiscal year ended June 30, 2023. The Company has no formal control process related to the identification and approval of related party transactions. As a company that has just commenced its business operation, the Company currently has limited personnel, and, as of the date of this report, it has not taken corrective actions to address the ineffective disclosure controls and procedures. The Company intends to take corrective actions in the future when it generates sufficient profits to do so.   

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of June 30, 2023 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).  

 

13
 

 

Based on our assessment and those criteria, we have concluded that our internal control over financial reporting was ineffective because of the identification of material weaknesses, including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting during the year ended June 30, 2023. The Company has no formal control process related to the identification and approval of related party transactions. As a company that has just commenced its business operation, the Company currently has limited personnel, and, as of the date of this report, it has not taken corrective actions to address the ineffective disclosure controls and procedures. The Company intends to take corrective actions in the future when it generates sufficient profits to do so.

 

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal year ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following table sets forth the name and age of the sole member of our Board of Directors and executive officer of the Company and the positions he holds.

 

Name   Age   Title
Raymond Chen   40   Chief Executive Officer, Chief Financial Officer, Director and Chairman of the Board of Directors

 

Mr. Chen has extensive experience in the financial industry and in company management. From September 2010 to January 2015, he served as a business advisor to many start-ups in the United States. From April 2016 to September 2022, Mr. Chen served as a senior financial advisor of Qianhai Meijiao (Shenzhen) Consulting Management Co., Ltd, a company based in Shenzhen, China. Mr. Chen obtained his M.B.A degree from Campbellsville University, Kentucky, in 2007, and obtained his Bachelor degree in accounting from Nanjing Tech University, China, in 2006. Mr. Chen has not been a director of any public company in the last three years.

 

Directors’ Compensation

 

Our director holds office until the next annual meeting of stockholders and until his successor has been duly elected and qualified. There are no agreements with respect to the election of directors. We do not compensate our directors. Officers of the Company are appointed annually by the Board of Directors and each executive officer serves at the discretion of the Board of Directors.

 

14
 

 

Committees of the Board of Directors

 

Our Board of Directors has not established any committees, including an audit committee, a compensation committee, a nominating committee or any committee performing a similar function. The functions of those committees are being undertaken by our sole board member. Because we have only one director and do not have any independent directors, the establishment of committees of the Board of Directors would not provide any benefits to our company and could be considered more form than substance, as of the date of this report.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, our sole director and executive officer has not, during the past ten years:  

 

  been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
  had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
  been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
  been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
  been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
  been 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), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Code of Ethics

 

The Company adopted a Code of Ethics pursuant to rules described in Regulation S-K.

 

Family Relationships

 

There are no family relationships between the director and executive officer of the Company.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and Chief Financial Officer who occupied such position at the end of our latest fiscal year.

 

               Stock
Option
   Stock   All Other     
Name and      Salary   Bonus   Awards   Awards   Compensation   Total 
Principal Position  Year   ($)   ($)   ($)   (#)   ($)   ($) 

Raymond Chen

Chief Executive Officer

and Chief Financial Officer(1)

  2022   $54,000    N/A    N/A    N/A    N/A   $54,000 
   2023   $54,000    N/A    N/A    N/A    N/A   $54,000

 

(1) Mr. Chen received employment compensation pursuant to an employment agreement entered into with the Company dated September 30, 2022 as the Company’s Chief Executive Officer and Chief Financial Officer.  

 

15
 

 

Option Grants in Last Fiscal Year

 

The Company did not grant any options in the fiscal year ended June 30, 2023.  

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement, or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.  

 

Employment Agreements

 

The Company has not entered into employment agreements with officers and other key employees except as disclosed in this Item 11.

 

Equity Compensation Plan

 

The Company does not have any Equity Compensation Plan.

 

Directors’ and Officers’ Liability Insurance

 

The Company currently does not have insurance for directors and officers against liability.  

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth information regarding the beneficial ownership of our common stock as of June 30, 2023. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group.

 

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

 

Name of Beneficial Owner  Common
Stock
Beneficially
Owned
   Percentage of
Common
Stock
Owned
 
Director and Officers          
Raymond Chen(1)   0    0%
           
5% Shareholders          
Clark Orient (BVI) Limited   2,020,500    84.861%
ROOM 2906, 29/F
CHINA ONLINE CENTRE
333 LOCKHART ROAD, WANCHAI
HONG KONG
CHINA
          
           
Palatin AG   156,000    6.552%
Beethovenstrasse 43          
8022 Zuerich, Switzerland          
           
All officers and directors as a group (one person)   0    0%

 

(1) The address of Mr. Chen is 630 Fifth Avenue, Suite 2338, New York, NY, 10111

 

16
 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

During the years ended June 30, 2023 and 2022, New York Listing Management Inc. made cash advances of $224,510 and $131,336, respectively, to the Company for franchise taxes, audit fees and registered agent fees. As of June 30, 2023 and 2022, the Company owed $415,601 and $191,091, respectively, in accrued interest to New York Listing Management Inc. The interest for these advances is 8%. 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The Company’s Board of Directors appointed M&K CPAS, PLLC as the Company’s independent public accountant for the fiscal year ended June 30, 2022. The Company’s Board of Directors has appointed Qi CPA LLC as the Company’s independent public accountant for the fiscal year ended June 30, 2023 and quarterly periods ended March 31, 2023, September 30, 2023, December 31, 2023 and March 31, 2024.

 

Principal Accounting Fees

 

The following table presents the fees for professional audit services rendered by M&K CPAS, PLLC for the audit of the Company’s annual financial statements for the fiscal year ended June 30, 2022, and fees billed for other services rendered by M&K CPAS, PLLC during the period.

 

   Year Ended 
   June 30, 2022 
Audit fees  $10,750 
Audit Related Fees   - 
Tax Fees   - 
All Other Fees   - 
In total   10,750 

 

The following table presents the fees for professional audit services rendered by Qi CPA LLC for the audit of the Company’s annual financial statements for the fiscal year ended June 30, 2023, and fees billed for other services rendered by Qi CPA LLC during such period.

 

   Year Ended 
   June 30, 2023 
Audit fees  $15,000 
Audit Related Fees     
Tax Fees     
All Other Fees     
In total   15,000 
      

 

Effective May 6, 2003, the SEC adopted rules that require that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

  approved by our audit committee; or
  entered into pursuant to preapproval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

 

We do not have an audit committee. Our sole director preapproves all services provided by our independent registered public accounting firms. However, all of the above services and fees were reviewed and approved by the sole board member for the respective services were rendered.

 

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

 

(a) The following documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

 

(1) Financial Statements: See Index to Financial Statements on page F-1.

 

(2) Financial statement schedules are omitted because they are not required or are not applicable or the required information is shown in the financial statements or notes thereto.

 

(3) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Incorporation (incorporated by reference to our Form 10, Exhibit No.3.1, filed with the Securities and Exchange Commission on July 10, 2017)
3.2   Bylaws (incorporated by reference to our Form 10, Exhibit No.3.2, filed with the Securities and Exchange Commission on July 10, 2017)
3.3   Certificate of Amendment dated as of April 21, 2021 and Nevada State Business License dated as of April 22, 2021 (incorporated by reference to our Form 8-K, Exhibit No.3.2, filed with the Securities and Exchange Commission on May 26, 2021.)
3.4   Certificate of Change dated as of April 20, 2021 (incorporated by reference to our Form 8-K, Exhibit No.3.1, filed with the Securities and Exchange Commission on May 26, 2021.)
10.1   Sale of Goods Agreement between Ecomax, Inc. and Rocitin Company Limited. Dated February 16, 2023 (incorporated by reference to our Form 8-K, Exhibit No.10.1, filed with the Securities and Exchange Commission on March 22, 2023.)
10.2   Distributor Agreement between Ecomax, Inc. and Rocitin Company Limited. Dated March 1, 2023 (incorporated by reference to our Form 8-K, Exhibit No.10.1, filed with the Securities and Exchange Commission on March 22, 2023.)
14.1*   Code of Business Conduct and Ethics of the Registrant
16.1   Letter from M&K CPAS, PLLC to the U.S. Securities and Exchange Commission (incorporated by reference to our Form 8-K, Exhibit No.16.1, filed with the Securities and Exchange Commission on May 2, 2023.)
31.1*   Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document *
101.SCH   XBRL Taxonomy Extension Schema Document *
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB   XBRL Taxonomy Extension Label Linkbase Document *
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document *
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

* Filed herewith.

 

** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.

 

Ecomax, Inc.  
     
By: /s/ Raymond Chen  
  Raymond Chen  
  Chief Executive Officer, Director and Chairman of the Board of Directors  
  (Principal Executive Officer)  
  Date: October 13, 2023  
     
By: /s/ Raymond Chen  
  Raymond Chen  
  Chief Financial Officer  
  (Principal Financial and Principal Accounting Officer)  
  Date: October 13, 2023  

 

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ECOMAX, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

 

Report of Independent Registered Public Accounting Firm (PCAOB ID No: 6631) F-2
Financial Statements:  
Consolidated Balance Sheets as of June 30, 2023 and 2022 F-3
Consolidated Statements of Operations for the Years Ended June 30, 2023 and 2022 F-4
Consolidated Statements of Stockholders’ Deficit for the Years Ended June 30, 2023 and 2022 F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2023 and 2022 F-6
Notes to Financial Statements F-7

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

of Ecomax, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Ecomax, Inc. (the “Company”) as of June 30, 2023 and the related statements of operations, stockholders’ deficiency, and cash flows for the year then ended, 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 Ecomax, Inc. as of June 30, 2023 and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

 

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 audit. 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

 

Going Concern Uncertainty

 

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Critical Audit Matters

 

The critical audit matters communicated below 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. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Revenue Recognition– Refer to Note 2

 

Critical Audit Matter Description

 

Revenue recognition was identified as the critical audit matter due to fiscal year 2023 was the first year the Company began make sales since inception and it is the first time the Company adopted ASC 606. Revenue recognized was significant to the financial statements as a whole. The sale is from a sole product.

 

How the Critical Audit Matter was Addressed in the Audit:

 

Our principal audit procedures related to the Company’s sales included:

 

  1. Reviewed the Company’s revenue recognition process and ascertained the Company has adopted ASC 606.
  2. Performed detail testing on sales to ascertain sales are valid and accurate
  3. Performed sales cutoff procedures to verify sales are recorded in the proper period.
  4. Considered the adequacy of the disclosure in the financial statements in relation to sales.

 

Valley Stream, New York

October 13, 2023

We have served as the Company’s auditor since 2023.

 

F-2

 

 

ECOMAX, INC.

 

BALANCE SHEETS

Balance Sheets as of June 30, 2023 and 2022

 

   June 30,   June 30, 
   2023   2022 
ASSETS          
           
Current assets:          
Cash  $-   $- 
Accounts receivable   101,552    - 
Inventories   66,954      
Total current assets   168,506    - 
           
TOTAL ASSETS  $168,506   $- 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current liabilities:          
Accounts payable - trade  $17,422   $3,250 
Note payable - related party   415,601    191,091 
Accrued interest related party   7,812    3,329 
Accured expenses   25,280    10,020 
Accrued expenses - related party   -    - 
           
Total current liabilities   466,116    207,690 
           
           
Stockholders’ deficit:          
Preferred stock, $0.0001 par value; 50,000,000 authorized; none issued and outstanding as of June 30, 2023 and 2022.   -    - 
Common stock, $0.0001 par value; 450,000,000 shares authorized; 2,380,958 issued and outstanding as of June 30, 2023 and 2022   238    238 
Additional paid-in capital   286,524    286,524 
Accumulated deficit   (584,372)   (494,452)
Total stockholders’ deficit   (297,610)   (207,690)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $168,506   $- 

 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

F-3

 

 

ECOMAX, INC.

 

STATEMENTS OF OPERATIONS

 

   2023   2022 
   Fiscal Year Ended June, 30 
   2023   2022 
         
Revenues:          
Sales  $424,391   $- 
Cost of goods sold   315,612    - 
Gross profit   108,780    - 
           
Cost and expenses:          
Sales expenses   54,312      
General and administrative   122,200    105,448 
Total operating expenses   176,512    105,448 
           
Other income and expenses          
           
Interest expenses   22,188    9,158 
Net loss  $(89,920)  $(114,605)
           
Per common share - basic and diluted          
Basic and diluted net loss  $(0.04)  $(0.05)
           
Weighted average shares          
Outstanding, basic and diluted   2,380,958    2,380,958 

 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

F-4

 

 

ECOMAX, INC.

 

STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

   Number of
Shares
   Stated or
Par Value
   Paid-in
Capital
   Accumulated
Deficit
   Total 
   Common stock   Additional         
   Number of
Shares
   Stated or
Par Value
   Paid-in
Capital
   Accumulated
Deficit
   Total 
Balance as of June 30, 2021   2,380,958   $238   $286,524   $(379,847)  $(93,085)
Net loss   -    -    -    (114,605)   (114,605)
Balance as of June 30, 2022   2,380,958    238    286,524    (494,452)   (207,690)
              -           
Balance as of June 30, 2022   2,380,958   $238   $286,524   $(494,452)  $(207,690)
Net loss   -    -    -    (89,920)   (89,920)
Balance as of June 30, 2023   2,380,958    238    286,524    (584,372)   (297,610)

 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

F-5

 

 

ECOMAX, INC.

 

STATEMENTS OF CASH FLOWS

 

   2023   2022 
   Fiscal Year Ended 
   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(89,920)  $(114,605)
Adjustments to reconcile net loss to cash used in operating activities:          
Change in operating assets and liabilities:          
Accounts receivable   (101,552)     
Inventories   (66,954)     
Accounts payable and accrued liabilities   51,619    (10,266)
Net cash used by operating activities   (206,807)   (124,871)
           
Cash flows from financing activities:          
Advances from related party   206,807    124,871 
Net cash provided by financing activities   206,807    124,871 
           
Change in cash   -    - 
Cash at beginning of period   -    - 
Cash at end of period  $-   $- 
           
Non-cash investing and financing activities:          
Forgiveness of accrued interest, related party  $-   $- 
Forgiveness of advances, related party  $-   $- 
Forgiveness of convertible short-term notes, related party  $-   $- 
Accrued interest to debt  $17,704   $6,495 

 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

F-6

 

 

Ecomax, Inc.

Notes to Financial Statements

June 30, 2023

 

Note 1. Organization and Nature of Business

 

Ecomax, Inc., formerly Ecomat, Inc. (the “Company”) was incorporated on December 14, 1995 pursuant to the laws of the State of Delaware. On February 9, 2007, the Company completed its change in domicile to Nevada. The Company used to operate a wet-cleaning process which was one of the first environmentally sound solution to current dry-cleaning methods. Currently, the Company is actively engaging in the distribution of personal healthcare products and nutrition supplements.

 

On April 13, 2021 the Board of Directors (the “Board”) of the Company filed the following with the State of Nevada:

 

A reverse stock split of common stock of one share for every ten (1-for-10) shares outstanding.
A change in name from Ecomat, Inc. to Ecomax, Inc.;
An increase in the authorized number of shares of capital stock from 75,000,000 to 500,000,000, including 450,000,000 shares of common stock and 50,000,000 shares of preferred stock, and;

 

All share and per share information, including earnings per share, in this Form 10-K have been retroactively adjusted to reflect this reverse stock split and certain items in prior period financial statements have been revised to conform to the current presentation.

 

Note 2. Summary of Significant Accounting Policies

 

Significant Accounting Policies:

 

Use of Estimates:

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

 

Cash and Cash Equivalents:

 

For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of June 30, 2023 or June 30, 2022.

 

Property and Equipment:

 

New property and equipment are recorded at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

 

Inventories

 

Inventories as of June 30, 2023 consist of 1,048 bottles of Rocitin NMN purchased from our Hong Kong supplier. Inventories are stated at the lower cost (first-in, first-out method) or market. The valuation of inventory requires the Company to estimate obsolescence, excess, and slowing-moving inventories. The Company evaluates the recoverability of the inventory based on expected demand and market conditions. No inventory write down was recorded in the periods presented.

 

F-7

 

 

Valuation of Long-Lived Assets:

 

We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

 

Stock Based Compensation:

 

Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price of the warrants and the risk-free interest rate.

 

Fair Value of Financial Instruments:

 

FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2023 and June 30, 2022, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.

 

Revenue Recognition

 

It is the Company’s policy that revenues from product sales are recognized in accordance with Accounting Standards Codification (“ASC 606”) “Revenue Recognition.” Five basic steps must be followed to recognize revenue; (1) Identify contract(s) with a customer that creates enforceable rights and obligations; (2) Identify performance obligations in the contract, such as promises to transfer goods or services to a customer; (3) Determine the transaction price, (i.e. the amount of consideration in a contract to which an entity believes it is entitled in exchange for transferring promised goods or services to a customer); (4) Allocate the transaction price to the performance obligations in the contract, which requires the Company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s consolidated financial statements.

 

The Company engaged a supplier to purchase inventory. The supplier also stores, sells and distributes the goods on the Company’s behalf. The selling price and cost are predetermined between the Company and the supplier. Any profits are shared 50/50 in accordance with the agreement. 

 

F-8

 

 

Our revenue (referred to in our financial statements as “Sales”) consists primarily of the sale of Rocitin NMN products for cash or otherwise agreed-upon credit terms. Our customers consist primarily of wholesalers. Our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution, and shipping terms. We have elected to treat shipping as a fulfillment activity. Revenue is measured as the amount of consideration we expect to receive in exchange for the sale of our product. The Company has no obligation to accept the return of products sold other than for replacement of damaged products. Other than quantity price discounts negotiated with customers prior to billing and delivery (which are reflected as a reduction in sales), the Company does not offer any sales incentives or other rebate arrangements to customers.

 

Earnings per Common Share:

 

We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

 

Income Taxes:

 

We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

 

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset.

 

F-9

 

 

Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

 

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

 

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

 

Uncertain Tax Positions:

 

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

 

Our federal and state income tax returns are open for fiscal years ending on or after June 30, 2007. We are not under examination by any jurisdiction for any tax year. As of June 30, 2023, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under ASC 740.

 

Recently Issued Accounting Pronouncements:

 

In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company adopted this ASU on July 1, 2021. Upon adoption, there was no effect to the Company.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

F-10

 

 

Note 3. Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2023, the Company had no cash and negative working capital of $297,610. For the years ended June 30, 2023 and June 30, 2022, the Company had losses of $89,920 and $114,605, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. The future of the Company is dependent upon management’s success in its efforts and limited resources to conduct the Company’s current business. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Currently, the Company obtain capital from a significant shareholder to meet its minimal operating expenses. If the current single business model is not successful, we do not believe that we could succeed in raising additional capital from unrelated parties or to sustain our operations without some strategic transaction, such as a business combination or merger. If we are unable to generate enough revenues to cover the costs of operation, we expect that we would need to either continue to borrow funds from related party, or cease all operations and wind down. Although we are currently evaluating our strategic alternatives with respect to all aspects of our business, we cannot assure you that any actions that we take would raise or generate sufficient capital to fully address the uncertainties of our financial position.

 

Note 4. Accounts Receivable

 

The carrying value of accounts receivable is reduced by an allowance that reflects the Company’s best estimate of the amounts that will not be collected. The Company makes estimations of the collectability of accounts receivable. Many factors are considered in estimating the general allowance, including reviewing delinquent accounts receivable, performing an aging analysis and a customer credit analysis, and analyzing historical bad debt records and current economic trends.

 

Our accounts receivable consisted of $101,552 with no bad debt allowance as of June 30, 2023 and nil as of June 30, 2022.

 

Note 5. Inventories

 

Our inventories consisted of $66,954 of Rocitin NMN as of June 30, 2023 and nil as of June 30, 2022.

 

Note 6. Related Party Transactions

 

Advances from related party:

 

On March 31, 2021, we entered into a Loan Agreement with New York Listing Management Inc, a significant shareholder of the Company, under which we receive funding for general operating expenses from time-to-time as needed by the Company. The Loan Agreement bears an interest of 8% per annum and shall be due and payable on a date 366 days from the date of the loan. On April 1, 2022, the Loan Agreement was extended to March 31, 2023. On April 1, 2023, the Loan Agreement was re-signed. Under the new term, the loan has no expiration date and is due on demand. As of June 30, 2023 and June 30, 2022 the outstanding balance on this loan was $415,601 and $191,091, with accrued interest of $7,812 and $3,329, respectively. During the years ended June 30, 2023 and June 30, 2022, the Company borrowed $224,510 and $131,336, respectively, under this Loan Agreement. During the years ended June 30, 2023 and June 30, 2022 the Company expensed interest of $22,188 and $9,158, respectively, related to this Loan Agreement.

 

Note 7. Income Taxes

 

We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management’s estimate of the probability of the realization of these tax benefits.

 

We have a current operating loss carry-forward of $575,191. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.

 

F-11

 

 

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.

 

   June 30, 2023   June 30, 2022 
Individual components giving rise to the deferred tax assets are as follows:          
Future tax benefit arising from net operating loss carryovers  $55,459   $103,835 
Less valuation allowance   (55,459)   (103,835)
Total deferred tax asset  $-   $- 

 

The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after June 30, 2007.

 

Note 8. Stockholders’ Equity

 

Common Stock

 

The certificate of incorporation authorizes the issuance of 450,000,000 shares of common stock, par value $0.0001. All issued shares of common stock are entitled to one vote per share of common stock. As of June 30, 2023, the Company has 2,380,958 shares of common stock issued and outstanding.

 

During the years ended June 30, 2023, and 2022, the Company did not issue any shares of common stock.

 

Preferred Stock

 

The certificate of incorporation authorizes the issuance of 50,000,000 shares of preferred stock with a par value of $0.0001 per share. None are issued.

 

Stock Based Compensation

 

There were no grants of employee or non-employee stock or options in either fiscal period ended June 30, 2023 and 2022.

 

Note 9. Subsequent Events

 

The Company’s management has performed subsequent events procedures through the date the financial statements were available to be issued. There were no other subsequent events requiring adjustment to or disclosure in the consolidated financial statements.

 

F-12

EX-14.1 2 ex14-1.htm

 

Exhibit 14.1

 

CODE OF BUSINESS CONDUCT AND ETHICS OF

Ecomax, Inc.

 

INTRODUCTION

 

Purpose

 

This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for the conduct of business of Ecomax, Inc., a Nevada company (the “Company”), consistent with the highest standards of business ethics. To the extent where this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we shall adhere to these higher standards.

 

This Code applies to all the directors, officers, and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our chief executive officer and our chief financial officer as our “principal financial officers.”

 

Seeking Help and Information

 

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or if you have any doubts as to whether it is consistent with the Company’s ethical standards, do seek help. We encourage you to first contact your supervisor for help. If your supervisor cannot answer your question or resolve your problem, or if you do not feel comfortable contacting your supervisor, you may contact the Compliance Officer of the Company, who shall be a person appointed by the Board of Directors of the Company. Raymond Chen has been appointed by the Board of Directors of the Company as the Compliance Officer of the Company. The Company will notify you if there is a change in the appointment of the Compliance Officer. You may remain anonymous and will not be required to reveal your identity in your communication to the Company.

 

Reporting Violations of the Code

 

All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor. Your supervisor will contact the Compliance Officer, who will work with you and your supervisor to investigate the matter. If you do not feel comfortable reporting the matter to your supervisor or you do not get a satisfactory response, you may contact the Compliance Officer directly. Employees making a report need not leave their name or other personal information and reasonable efforts will be used to conduct the investigation that follows from the report in a manner that protects the confidentiality and anonymity of the employee submitting the report. All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. Your supervisor, the Compliance Officer and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your report.

 

It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, which may include termination of employment. This determination will be based upon the facts and circumstances of each situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms. The Company may also face substantial fines and penalties, and many incur damage to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

 

Policy Against Retaliation

 

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because such employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

 

1

 

 

Waivers of the Code

 

Waivers of this Code for employees may be granted only by an executive officer of the Company. Any waiver of this Code for our directors, executive officers or other principal financial officers may be granted only by our Board of Directors or the appropriate committee of our Board of Directors and will be disclosed to the public as required by law or the rules of Nasdaq.

 

CONFLICTS OF INTEREST

 

Identifying Potential Conflicts of Interest

 

A conflict of interest may occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole. You should avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively.

 

Identifying potential conflicts of interest may not always be clear-cut. The following situations are examples of conflicts of interest:

 

  Outside Employment. No employee should be employed by, serve as a director of, or provide any services not in his or her capacity as a Company’s employee to a company that is a material customer, supplier, or competitor of the Company.
     
  Improper Personal Benefits. No employee should obtain any material (as to him or her) personal benefits or favors because of his or her position in the Company. Please see “Gifts and Entertainment” below for additional guidelines in this area.
     
  Financial Interests. No employee should have a significant financial interest (ownership or otherwise) in any company that is a material customer, supplier or competitor of the Company. A “significant financial interest” means (i) ownership of greater than 1% of the equity of a material customer, supplier or competitor or (ii) an investment in a material customer, supplier or competitor that represents more than 5% of the total assets of the employee.
     
  Loans or Other Financial Transactions. No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.
     
  Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests would reasonably be expected to be in conflict with those of the Company.
     
  Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in the making of decisions on behalf of the Company. For the purposes of this Code, “family members” include your spouse or life-partner, brothers, sisters and parents, in-laws and children, whether such relationships are by blood or adoption.

 

For the purposes of this Code, a company is considered to be a “material” customer if that company has made payments to the Company in the past year in excess of US$100,000 or 10% of the customer’s gross revenues, whichever is greater. A company is considered as a “material” supplier if that company has received payments from the Company in the past year in excess of US$100,000 or 10% of the supplier’s gross revenues, whichever is greater. A company is considered as a “material” competitor if that company competes in the Company’s line of business and has annual gross revenues from such line of business in excess of US$500,000. If you are uncertain whether a particular company is a material customer, supplier or competitor, please contact the Compliance Officer for assistance.

 

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Disclosure of Conflicts of Interest

 

The Company requires employees to disclose any situations that would reasonably be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to your supervisor or the Compliance Officer. Your supervisor and the Compliance Officer will work with you to determine whether you have a conflict of interest and, if so, how best to address it. Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in “Waivers of the Code” above.

 

CORPORATE OPPORTUNITIES

 

As an employee of the Company, you have an obligation to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property, information, or because of your position in the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use corporate property, information, or his or her position in the Company for personal gain or in a manner that may compete with the Company.

 

You should disclose to your supervisor the terms and conditions of each business opportunity covered under this Code that you wish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.

 

Confidential Information and Company’s Property

 

Employees have access to a variety of confidential information while being employed at the Company. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to the Company or its customers. Each employee has a duty to respect and safeguard the confidentiality of the Company’s information and the information of our suppliers and customers, except when disclosure is authorized or legally mandated. In addition, you must refrain from using any confidential information from any previous employment if, in doing so, you could reasonably be expected to breach your duty of confidentiality to your former employers. An employee’s obligation to protect confidential information continues after he or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company and/or its customers and could result in legal liability to you and the Company.

 

Employees also have a duty to protect the Company’s intellectual property and other business assets. The intellectual property, business systems and the security of the Company are critical to the Company’s business.

 

Any questions or concerns on whether the disclosure of Company information is legally mandated should be promptly referred to the Compliance Officer.

 

Safeguarding Confidential Information and Company’s Property

 

Care must be taken to safeguard and protect confidential information and the Company’s property. Accordingly, the following measures should be adhered to:

 

  The Company’s employees should conduct their business and social activities so as not to risk inadvertent disclosure of confidential information. For example, when not in use, confidential information should be securely stored. Besides, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, buses, etc.) should not be conducted so as to prevent being overheard or accessed by unauthorized persons.
     
  When in the Company’s offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.
     
  Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives, including those living in the same household as a Company’s employee.
     
  The Company’s employees are only to access, use, and disclose confidential information that is necessary for them to perform their duties. They are not to disclose confidential information to other employees or contractors at the Company unless it is necessary for those employees or contractors to have such confidential information in the course of their duties.

 

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  The Company’s files, personal computers, networks, software, internet access, internet browser programs, emails, voice mails, and other business equipment (e.g., desks and cabinets) and resources are provided for business use, and they are the exclusive property of the Company. Misuse of such Company’s property is not tolerable.

 

COMPETITION AND FAIR DEALING

 

All employees are obligated to deal fairly with fellow employees and with the Company’s customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

 

Relationships with Customers

 

Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly, and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:

 

  Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.
     
  Employees should not refuse to sell, service, or maintain products the Company has produced simply because a customer is buying products from another supplier.
     
  Customer entertainment should not exceed the reasonable and customary business practice of the Company. Employees should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for customer’s purchase decisions. Please see “Gifts and Entertainment” below for additional guidelines in this area.

 

Relationships with Suppliers

 

The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service, and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier’s products and prices. Employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of reasonable and customary business practice of the Company. Please see “Gifts and Entertainment” below for additional guidelines in this area.

 

Relationships with Competitors

 

The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices.

 

PROTECTION AND USE OF COMPANY’S ASSETS

 

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of Company funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.

 

To ensure the protection and proper use of the Company’s assets, each employee should:

 

  exercise reasonable care to prevent theft, damage or misuse of Company’s property;
     
  report the actual or suspected theft, damage or misuse of Company’s property to a supervisor;

 

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  use the Company’s telephone system, other electronic communication services, written materials and other property primarily for business-related purposes;
     
  safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and
     
  use Company’s property only for legitimate business purposes, as authorized in connection with your job responsibilities.

 

Employees should be aware that Company’s property includes all data and communications transmitted or received to or by, or contained in, the Company’s electronic or telephonic systems, as well as all written communications. Employees and other users of Company’s property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communication. These communications may also be subject to disclosure to law enforcement or government officials.

 

GIFTS AND ENTERTAINMENT

 

The act of giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make objective and fair business decisions.

 

It is your responsibility to use good judgment in this area. As a general rule, you may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment would not be viewed as an inducement to or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for on expense reports. The following specific examples may be helpful:

 

  Meals and Entertainment. You may occasionally accept or give meals, refreshments or other entertainment if:

 

  The items are of reasonable value;
     
  The purpose of the meeting or attendance at the event is business related; and
     
  The expenses would be paid by the Company as a reasonable business expense if not paid for by another party.

 

Entertainment of reasonable value may include food and tickets for sporting and cultural events if they are generally offered to other customers, suppliers or vendors.

 

  Advertising and Promotional Materials. You may occasionally accept or give advertising or promotional materials of nominal value.
     
  Personal Gifts. You may accept or give personal gifts of reasonable value that are related to recognized special occasions, such as a graduation, promotion, new job, wedding, retirement or a holiday. A gift is also acceptable if it is based on a family or personal relationship and unrelated to the business involved between the individuals.
     
  Gifts Rewarding Service or Accomplishment. You may accept a gift from a civic, charitable or religious organization specifically related to your service or accomplishment.

 

You must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks, or other improper payments. See “The Foreign Corrupt Practices Act” below for a more detailed discussion of our policies on giving or receiving gifts related to business transactions.

 

You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Compliance Officer, who may require you to donate the gift to an appropriate community organization. If you have any questions on whether it is permissible to accept a gift or something else of value, contact your supervisor or the Compliance Officer for additional guidance.

 

5

 

 

COMPANY RECORDS

 

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

 

All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record-keeping policy. Ask your supervisor if you have any questions.

 

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

 

As a public company we are subject to various securities laws, regulations and reporting obligations. These laws, regulations and obligations and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company’s reputation and integrity, and result in legal liability.

 

It is essential that the Company’s financial records, including all filings with the Securities and Exchange Commission (“SEC”) be accurate and timely. Accordingly, in addition to adhering to the conflict of interest policy and other policies and guidelines under this Code, the principal financial officers and other senior financial officers must take special care to exhibit integrity at all times and to instill this value within their organizations. In particular, these senior officers must ensure their conduct is honest and ethical that they abide by all public disclosure requirements by providing full, fair, accurate, timely and understandable disclosures, and that they comply with all other applicable laws and regulations. These financial officers must also understand and strictly comply with generally accepted accounting principles in the U.S. and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

 

In addition, U.S. federal securities law requires the Company to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading, or incomplete statement to an accountant in connection with an audit or any filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors, and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

 

COMPLIANCE WITH LAWS AND REGULATIONS

 

Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Compliance Officer.

 

COMPLIANCE WITH INSIDER TRADING LAWS

 

The Company has an insider trading policy, which may be obtained from the Compliance Officer. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.

 

6

 

 

Company employees are prohibited from trading in shares or other securities of the Company while in possession of material, non-public information about the Company. In addition, Company employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell shares or other securities of the Company on the basis of material, non-public information. Company employees who obtain material non-public information about another company in the course of their employment are prohibited from trading in shares or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

 

Information is “non-public” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should be considered material. Examples of information that is generally considered “material” include:

 

  Financial results or forecasts, or any information that indicates the Company’s financial results may exceed or fall short of forecasts or expectations;
     
  Important new products or services;
     
  Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;
     
  Possible management changes or changes of control;
     
  Pending or contemplated public or private sales of debt or equity securities;
     
  Acquisition or loss of a significant customer or contract;
     
  Significant write-offs;
     
  Initiation or settlement of significant litigation; and
     
  Changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.

 

The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the Compliance Officer.

 

PUBLIC COMMUNICATIONS AND PREVENTION OF SELECTIVE DISCLOSURE

 

Public Communications Generally

 

The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Company should be directed to the Company’s Investor Relations Department. The Investor Relations Department will work with you and the appropriate personnel to evaluate and coordinate a response to the request.

 

7

 

 

Prevention of Selective Disclosure

 

Preventing selective disclosure is necessary to comply with United States securities laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it. “Selective disclosure” occurs when any person provides potentially market-moving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crime under United States law and the penalties for violating the law are severe.

 

The following guidelines have been established to avoid improper selective disclosure. Every employee is required to follow these procedures:

 

  All contact by the Company with investment analysts, the press and/or members of the media shall be made through the chief executive officer, chief financial officer or persons designated by them (collectively, the “Media Contacts”).
     
  Other than the Media Contacts, no officer, director or employee shall provide any information regarding the Company or its business to any investment analyst or member of the press or media.
     
  All inquiries from third parties, such as industry analysts or members of the media, about the Company or its business should be directed to a Media Contact. All presentations to the investment community regarding the Company will be made by us under the direction of a Media Contact.
     
  Other than the Media Contacts, any employee who is asked a question regarding the Company or its business by a member of the press or media shall respond with “No comment” and forward the inquiry to a Media Contact.

 

These procedures do not apply to the routine process of making previously released information regarding the Company available upon inquiries made by investors, investment analysts and members of the media.

 

Please contact the Compliance Officer if you have any questions about the scope or application of the Company’s policies regarding selective disclosure.

 

THE FOREIGN CORRUPT PRACTICES ACT

 

Foreign Corrupt Practices Act

 

The Foreign Corrupt Practices Act of 1977 (the “FCPA”) prohibits the Company and its employees and agents from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any governmental official, political party, candidate for political office or official of a public international organization. Stated more concisely, the FCPA prohibits the payment of bribes, kickbacks or other inducements to foreign officials. This prohibition also extends to payments to a sales representative or agent if there is a reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment.

 

Certain small facilitation payments to foreign officials may be permissible under the FCPA if customary in the country or locality and intended to secure routine governmental action. Governmental action is “routine” if it is ordinarily and commonly performed by a foreign official and does not involve the exercise of discretion. For instance, “routine” functions would include setting up a telephone line or expediting a shipment through customs. To ensure legal compliance, all facilitation payments must receive prior written approval from the Compliance Officer and must be clearly and accurately reported as a business expense.

 

ENVIRONMENT, HEALTH AND SAFETY

 

The Company is committed to providing a safe and healthy working environment for its employees and avoiding adverse impact and injury to the environment and the communities in which we do business. Company’s employees must comply with all applicable environmental, health and safety laws, regulations and Company’s standards. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with environmental, health and safety laws and regulations can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Compliance Officer if you have any questions about the laws, regulations and policies that apply to you.

 

8

 

 

Environment

 

All Company’s employees should strive to conserve resources and reduce waste and emissions through recycling and other energy conservation measures. You have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials. Employees whose jobs involve manufacturing have a special responsibility to safeguard the environment. Such employees should be particularly alert to the storage, disposal and transportation of waste, and handling of toxic materials and emissions into the land, water or air.

 

Health and Safety

 

The Company is committed not only to complying with all relevant health and safety laws, but also to conducting business in a manner that protects the safety of its employees. All employees are required to comply with all applicable health and safety laws, regulations and policies relevant to their jobs. If you have a concern about unsafe conditions or tasks that present a risk of injury to you, please report these concerns immediately to your supervisor or the Human Resources Department.

 

EMPLOYMENT PRACTICES

 

The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary of our employment policies and procedures. Copies of our detailed policies are available from the Human Resources Department. Company employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association, privacy and collective bargaining. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company, up to and including termination of employment. You should contact the Compliance Officer or the Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.

 

Harassment and Discrimination

 

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, gender (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive objects or pictures.

 

If you have any complaints about discrimination or harassment, report such conduct to your supervisor or the Human Resources Department. All complaints will be treated with sensitivity and discretion. Your supervisor, the Human Resources Department and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including, termination of employment. The Company strictly prohibits retaliation against an employee who, in good faith, files a complaint.

 

Any member of management who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the Human Resources Department immediately.

 

CONCLUSION

 

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Compliance Officer. We expect all Company employees to adhere to these standards.

 

This Code of Business Conduct and Ethics, as applied to the Company’s principal financial officers, shall be the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

 

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

 

9

EX-31.1 3 ex31-1.htm

 

Exhibit 31.1

 

CERTIFICATION

 

I, Raymond Chen, certify that:

 

1. I have reviewed this report on Form 10-K for the year ended June 30, 2023, of Ecomax, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 13, 2023

 

/s/ Raymond Chen  
Raymond Chen  
Chief Executive Officer  

 

 

EX-31.2 4 ex31-2.htm

 

Exhibit 31.2

 

CERTIFICATION

 

I, Raymond Chen, certify that:

 

1. I have reviewed this report on Form 10-K for the year ended June 30, 2023, of Ecomax, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 13, 2023

 

/s/ Raymond Chen  
Raymond Chen  
Chief Financial Officer  

 

 

EX-32.1 5 ex32-1.htm

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as an officer of Ecomax, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1) The Annual Report of the Company on Form 10-K for the year ended June 30, 2023, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 13, 2023

 

/s/ Raymond Chen  
Raymond Chen  
Chief Executive Officer  

 

A signed original of this written statement required by Section 906 has been provided to Ecomax, Inc. and will be retained by Ecomax, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

EX-32.2 6 ex32-2.htm

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as an officer of Ecomax, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1) The Annual Report of the Company on Form 10-K for the year ended June 30, 2023, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 13, 2023

 

/s/ Raymond Chen  
Raymond Chen  
Chief Financial Officer  

 

A signed original of this written statement required by Section 906 has been provided to Ecomax, Inc. and will be retained by Ecomax, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

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Cover - USD ($)
12 Months Ended
Jun. 30, 2023
Oct. 13, 2023
Dec. 31, 2022
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Jun. 30, 2023    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Current Fiscal Year End Date --06-30    
Entity File Number 000-21613    
Entity Registrant Name Ecomax, Inc.    
Entity Central Index Key 0001008653    
Entity Tax Identification Number 13-3865026    
Entity Incorporation, State or Country Code NV    
Entity Address, Address Line One 630 Fifth Avenue    
Entity Address, Address Line Two Suite 2338    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10111    
City Area Code (929)    
Local Phone Number 923-2740    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 360,458
Entity Common Stock, Shares Outstanding   2,380,958  
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 6631    
Auditor Name Qi CPA LLC    
Auditor Location Valley Stream, New York    
XML 15 R2.htm IDEA: XBRL DOCUMENT v3.23.3
Balance Sheets - USD ($)
Jun. 30, 2023
Jun. 30, 2022
Current assets:    
Cash
Accounts receivable 101,552
Inventories 66,954
Total current assets 168,506
TOTAL ASSETS 168,506
Current liabilities:    
Accounts payable - trade 17,422 3,250
Accured expenses 25,280 10,020
Total current liabilities 466,116 207,690
Stockholders’ deficit:    
Preferred stock, $0.0001 par value; 50,000,000 authorized; none issued and outstanding as of June 30, 2023 and 2022.
Common stock, $0.0001 par value; 450,000,000 shares authorized; 2,380,958 issued and outstanding as of June 30, 2023 and 2022 238 238
Additional paid-in capital 286,524 286,524
Accumulated deficit (584,372) (494,452)
Total stockholders’ deficit (297,610) (207,690)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 168,506
Related Party [Member]    
Current liabilities:    
Note payable - related party 415,601 191,091
Accrued interest related party 7,812 3,329
Accured expenses