Some of the statements contained in this quarterly report of Ecomax, Inc. (hereinafter the "Company" or "we") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. 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.

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 of which, 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.

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. 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.





13





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 SEC.

On April 13, 2021, the Company filed a definitive information statement on Schedule 14C with 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 FINRA requesting confirmation of the Change of Name.

Our ticker symbol on OTC Markets was then changed to EMAX and our name was 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 on September 30, 2022.

Business Objectives of the Company

The Company has no business operations. Management has determined to direct its efforts and limited resources to pursue potential new business opportunities. The Company does not intend to limit itself to a particular industry and has not established any particular criteria upon which it shall consider a business opportunity.

The Company's common stock is subject to quotation on the OTC Pink Sheets under the symbol EMAX. There is currently only a limited trading market in the Company's shares and the Company believes that no active trading market has existed for the last 3 years. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.





14





Management would have substantial flexibility in identifying and selecting a prospective new business opportunity. 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 for a target 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's 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.

The Company's is a Blank Check Company

At present, the Company is a development stage company with no revenues, no assets and no specific business plan or purpose. The Company's business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a "blank check company" and, as a result, any offerings of the Company's securities under the Securities Act of 1933, as amended (the "Securities Act") must comply with Rule 419 promulgated by the SEC under the Act. The Company's common stock is a "penny stock," as defined in Rule 3a51-1 promulgated by the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"). The penny stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market (the "Penny Stock Rules"). The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the Penny Stock Rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the Penny Stock Rules. So long as the common stock of the Company is subject to the Penny Stock Rules, it may be more difficult to sell the Company's common stock.





15





The Company is a shell company as defined in Rule 405 promulgated by the SEC under the Securities Act. A shell company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a shell company, we are restricted in our use of Registrations on Form S-8 under the Securities Act; the lack of availability of the use of Rule 144 by security holders; and the lack of liquidity in our stock.

The Company's current business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:





  ? may significantly reduce the equity interest of our stockholders;
  ? will likely cause a change in control if a substantial number of our shares of
    capital stock are issued, and most likely will also result in the resignation
    or removal of our present officer and director; and
  ? may adversely affect the prevailing market price for our common stock.



Similarly, if we issued debt securities, it could result in:





  ? default and foreclosure on our assets if our operating revenues after a
    business combination were insufficient to pay our debt obligations;
  ? acceleration of our obligations to repay the indebtedness even if we have made
    all principal and interest payments when due if the debt security contained
    covenants that required the maintenance of certain financial ratios or
    reserves and any such covenants were breached without a waiver or
    renegotiations of such covenants; and
  ? our inability to obtain additional financing, if necessary, if the debt
    security contained covenants restricting our ability to obtain additional
    financing while such security was outstanding.



Results of Operations during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021

We have not generated any revenues during the three months ended September 30, 2022 and 2021. We had total operating expenses of $24,744 related to general and administrative expenses during the three months ended September 30, 2022 compared to $22,881 during the same period in the prior year. We incurred interest expenses of $4,027 during three months ended September 30, 2022 compared to interest expenses of $1,424 during the three months ended September 30, 2021. During the three months ended September 30, 2022 and 2021, we had a net loss of $28,771 and $24,305, respectively. The increase in our net loss was due the increase on the service fees charged by venders.

Liquidity and Capital Resources

At present, the Company has no business operations and no 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 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 enters into a business combination. 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 no financial resources to pay for such services.

The Company does not currently engage in any business activities that provide cash flow.





16





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





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



On September 30, 2022 and September 30, 2021, we had no current assets. As of September 30, 2022, we had $236,461 in liabilities consisting of accounts payable of $3,615, advance from a related party of $214,970, accrued interest due to related parties of $7,356 in one loan agreement, and accrued expenses of $10,520.

During the three months ended September 30, 2022, we had negative cash flow from operating activities of $23,879 due to a net loss of $28,771. We financed our negative cash flow from operations $23,879 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. and believes it can satisfy its cash requirements so long as it is able to obtain financing from New York Listing Management Inc. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for 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 will expire on March 31, 2023. As of September 30, 2022 and 2021, the outstanding balance on this loan was $214,970 and $93,420, respectively, with accrued interest of $7,356 and $2,090, respectively. As of September 30, 2022, we expensed interest of $4,027, related to this 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, 2022 and 2021 with an explanatory paragraph on going concern.

Off-Balance Sheet Arrangements

As of September 30, 2022, and 2021, 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.

© Edgar Online, source Glimpses