Item 1.01 Entry into Material Agreements.
SALE OF GOODS AGREEMENT & DISTRIBUTOR AGREEMENT
Sale of Goods Agreement
On February 16, 2023, Ecomax, Inc. (the "Company") entered into the Sale of
Goods Agreement (the "Sale Agreement") with Rocitin Company Limited, a Hong Kong
company ("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 Rocitin NMN, at HK $500
(approximately $64.01) per bottle (the "Goods"), with the initial shipment of
2,000 bottles from Rocitin. Except for the payment of the initial shipment of
2,000 bottles of the Goods made on March 1, 2023, the payment of the residual
8,000 bottles of the Goods 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 Goods to the location specified by the Company within 15 days
of the payment being made.
A copy of the Sale Agreement is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.
Distributor Agreement
On March 1, 2023, the Company entered into a Distributor Agreement (the
"Distributor Agreement") with Rocitin. Under the terms of the Distributor
Agreement, Rocitin shall store the Goods purchased by the Company from it
pursuant to the Sale Agreement in an appropriate warehouse leased by it in Hong
Kong and non-exclusively distribute and use its best efforts to promote and
maximize the sale of the Goods 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 Goods. In addition,
Rocitin shall provide monthly reports to the Company due by the 15th of each
month concerning the Goods' 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 Goods on a 50/50 basis; that
is, revenue generated from sales of the Goods to third parties minus the
original purchase price of the Goods paid by the Company to Rocitin, will be
shared between the Company and Rocitin on a 50/50 ratio (the "Sharing Ratio").
A copy of the Distributor Agreement is attached to this Current Report on Form
8-K as Exhibit 10.2 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As of the date of this Current Report on Form 8-K, Rocitin has delivered the
initial shipment of 2,000 bottles of the Goods to the warehouse leased by it in
Hong Kong, as specified by the Company pursuant to the Sale Agreement, and
distributed and sold approximately 1,000 bottles of the Goods in the Territory,
in accordance with the Distributor Agreement, which has generated gross revenue
of around HK $674,000 (approximately $85,600). The Company expects to be
allocated HK $87,000 (approximately $11,050) from the gross profit, which amount
represents the Sharing Ratio, as stipulated in the Distributor Agreement.
Item 5.06 Change in Shell Company Status
Since the Company has entered into the Sale Agreement and the Distributor
Agreement and commenced substantial business operations, accordingly, the
Company no longer meets the definition of a shell company as defined in Rule
12b-2 and thus ceased being a shell company. Reference is made to the disclosure
set forth under Item 1.01 and 2.03 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
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ECOMAX, INC. 
