UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ | 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 shares of common stock, par value $0.0001 per share, issued and outstanding.
Explanatory Note
Ecomax, Inc. (the “Company”) is filing this Amendment (this “Amendment”) to the Annual Report on Form 10-K filed on October 13, 2023 (the “Original Form 10-K”) to amend the Financial Statements section to expand the disclosure regarding the revenue recognition, the related party transactions and loan agreement with New York Listing Management Inc, a significant shareholder of the Company (“NYLM”).
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications of the Company’s principal executive officer and principal financial officer.
Except as described above, no other changes have been made to the Original Form 10-K and this Amendment does not reflect events occurring after the filing of the Original Form 10-K, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings made with the SEC subsequent to the Original Form 10-K.
Ecomax, Inc.
FORM 10-K/A
FOR THE FISCAL YEAR ENDED June 30, 2023
INDEX
| Item | Description | Page | ||
| PART II | ||||
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 3 | ||
| PART IV | ||||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 3 | ||
| 2 |
PART II
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.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) The following documents are filed as exhibits to this Amendment.
(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
* 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 Amendment 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.
| 3 |
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: November 1, 2023 | ||
| By: | /s/ Raymond Chen | |
| Raymond Chen | ||
| Chief Financial Officer | ||
| (Principal Financial and Principal Accounting Officer) | ||
| Date: November 1, 2023 | ||
| 4 |
ECOMAX, INC.
INDEX TO FINANCIAL STATEMENTS
| 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. |
Qi CPA LLC
Valley Stream, New York
November 1, 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 | - | - | ||||||
| Accured expenses | 25,280 | 10,020 | ||||||
| Total current liabilities | 466,116 | 207,690 | ||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ par value; authorized; issued and outstanding as of June 30, 2023 and 2022. | - | - | ||||||
| Common stock, $ par value; shares authorized; 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 | $ | ) | $ | ) | ||||
| Weighted average shares | ||||||||
| Outstanding, basic and diluted | ||||||||
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 shares of common stock and 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. The Company retains control over the acquired goods, assumes the benefits and risks of the inventory, and has the authority to establish prices. As such, the Company records revenue in gross amount as the principal under the arrangement.
| 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.
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, or NYLM, a significant shareholder of the Company, 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 “Loan Agreement”). 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.
Since the Company does not have a bank account, purchases of inventory for sale are financed by the Loan Agreement with its significant shareholder, NYLM. The Loan Agreement also gives the right to NYLM to collect cash receipts from sales of inventory on the Company’s behalf based on a profit-sharing arrangement the Company has with Rocitin. For the year ended June 30, 2023, NYLM financed the purchase of 6,000 bottles of Rocitin NMN for a total of $382,566 and collected $268,528 in cash receipts.
As of June 30, 2023 and June 30, 2022 the outstanding balance on the Loan Agreement 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 the 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 the 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.
Schedule of Deferred Tax Assets
| 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 shares of common stock, par value $. All issued shares of common stock are entitled to one vote per share of common stock. As of June 30, 2023, the Company has 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 shares of preferred stock with a par value of $ per share. are issued.
Stock Based Compensation
There were 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 |
