UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2013 |
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OR | |
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[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-174334
UMAX GROUP CORP.
(Name of small business issuer in its charter)
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Nevada (State or Other Jurisdiction of Incorporation or Organization) | 5090 (Primary Standard Industrial Classification Number) | EIN 99-0364796 (IRS Employer Identification Number) |
3923 West 6th Street Ste 312
Los Angeles, CA 90020
Tel, (213)381-6627
(Address and telephone number of principal executive offices)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [ X ]
State the number of shares 96,700,000 as of December 1, 2013.
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TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION | |
Item 1 | Financial Statements (Unaudited) | 4 |
| Balance Sheets | 4 |
| Statements of Operations | 5 |
| Statements of Cash Flows | 6 |
| Notes to Financial Statements | 7 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
Item 4. | Controls and Procedures | 13 |
PART II OTHER INFORMATION | |
Item 1 | Legal Proceedings | 13 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3 | Defaults Upon Senior Securities | 13 |
Item 4 | Mining Safety Disclosures | 13 |
Item 5 | Other Information | 14 |
Item 6 | Exhibits | 14 |
| Signatures | 14 |
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UMAX GROUP CORP.(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED) BALANCE SHEETS
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| OCTOBER 31, 2013 (unaudited) | APRIL 30, 2013 (audited) |
ASSETS | | |
Current Assets | | |
Cash and cash equivalents | $ 147,337 | $ - |
Prepaid expenses | 2,000 | - |
Total current assets | 149,337 | - |
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Total Assets | $ 149,337 | $ - |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | |
Liabilities | | |
Current Liabilities | | |
Accounts Payable | $ 3,230 | $ - |
Sales Tax Payable | - | - |
Bank Overdraft | - | 12 |
Indebtedness to related party | 44,100 | 19,882 |
Total current liabilities | 47,330 | 19,894 |
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Total Liabilities | 47,330 | 19,894 |
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Stockholders’ Equity (Deficit) | | |
Common stock, par value $0.001; 200,000,000 shares authorized,96,700,000 and 97,600,000 shares issued and outstanding as of October 31, 2013 and April 30, 2013, respectively | 96,700 | 97,600 |
Additional paid-in-capital | 152,905 | (69,300) |
Deficit accumulated during the development stage | (147,598) | (48,194) |
Total Stockholders’ Equity (Deficit) | 102,007 | (19,894) |
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Total Liabilities and Stockholders’ Equity (Deficit) | $ 149,337 | $ - |
See accompanying notes to financial statements.
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UMAX GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED) STATEMENTS OF OPERATIONS
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| THREE MONTHS ENDED OCTOBER 31, 2013 | THREE MONTHSENDED OCTOBER 31, 2012 | SIX MONTHS ENDED OCTOBER 31, 2013 | SIX MONTHS ENDED OCTOBER 31, 2012 | FOR THE PERIOD FROM MARCH 21, 2011 (INCEPTION) TO OCTOBER 31, 2013 |
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REVENUES | $ 6,099 | $ - | $ 13,499 | $ - | $ 13,499 |
Cost of Goods Sold | 849 | - | 6,483 | - | 6,483 |
GROSS PROFIT | 5,250 | - | 7,016 | - | 7,016 |
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OPERATING EXPENSES | | | | | |
General and Administrative Expenses | 65,623 | 5,992 | 83,022 | 13,464 | 131,216 |
Professional Fees | 19,492 | - | 23,298 | - | 23,398 |
TOTAL OPERATING EXPENSES | 85,115 | 5,992 | 106,320 | 13,464 | 154,614 |
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NET LOSS FROM OPERATIONS | (79,865) | (5,992) | (99,404) | (13,464) | (147,598) |
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PROVISION FOR INCOME TAXES | - | - | | | 0 |
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NET LOSS | $ (79,865) | $ (5,992) | $(99,404) | $(13,464) | $ (147,598) |
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NET LOSS PER SHARE: BASIC AND DILUTED | $ (0.00)* | $ (0.00)* | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 97,333,000 | 138,578,261 | 97,533,000 | 183,089,130 | |
‘ * denotes a loss of less than $(0.01) per share.
See accompanying notes to financial statements.
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UMAX GROUP CORP.(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED) STATEMENTS OF CASH FLOWS
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| SIX MONTHS ENDED OCTOBER 31, 2013 | SIX MONTHS ENDED OCTOBER 31, 2012 | FOR THE PERIOD FROM MARCH 21, 2011 (INCEPTION) TO OCTOBER 31, 2013 |
OPERATING ACTIVITIES | | | |
Net loss for the period | $ (99,404) | $ (13,464) | $ (147,598) |
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Movement in operating assets | | | |
and liabilities | | | |
Prepaid expenses | 2,000 | 4,800 | 2,000 |
Accounts payable | (3,230) | (933) | (3,230) |
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CASH FLOWS USED IN OPERATING ACTIVITIES | (100,634) | (9,597) | (148,828) |
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FINANCING ACTIVITIES | | | |
Proceeds from sale of common stock | 200,000 | - | 252,065 |
Loan from shareholder | 44,100 | - | 44,100 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 244,100 | - | 296,165 |
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NET INCREASE IN CASH | 143,466 | (9,597) | 147,337 |
Cash, beginning of period | - | 9,965 | - |
Cash, end of period | $ 143,466 | $ 368 | $ 147,337 |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | |
Interest paid | $ 0 | $ 0 | $ 0 |
Income taxes paid | $ 0 | $ 0 | $ 0 |
See accompanying notes to financial statements.
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UMAX GROUP CORP.(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED) NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2013
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Umax Group Corp. (the "Company", “we” or “us”) was incorporated under the laws of the State of Nevada,on March 21, 2011 (“Inception”). We are a development stage company and our business isto develop and distribute our nutritional products to the growing nutritional industry. The Company is in the development stage as defined under Statement on Financial Accounting Standards Board’s (“FASB’s) Accounting Standards Codification (“ASC’) 915-205 "Development-Stage Entities.” Since Inception (March 21, 2011) through October 31, 2013 the Company has not generated any revenue and has accumulated losses of $147,598.
NOTE 2 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since Inception (March 21, 2011) resulting in an accumulated deficit of $147,598 as of October 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and, or, private placement of common stock.
NOTE 3– SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a April 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $147,337 cash and cash equivalents as of October 31, 2013.
UMAX GROUP CORP.(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED) NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2013
NOTE 3– SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amounts of cash and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.
Income Taxes
We account for income taxes as required by the Income Tax Topic of the FASB ASC, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2013.
UMAX GROUP CORP.(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED) NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 2013
NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 4 –INDEBTEDNESS TORELATED PARTY
A shareholder of the Company has loaned an aggregate sum of $44,100 to the Company to pay for ,start up and organization fees. The amount is repayable on July 31, 2014 , bears an interest rate of 3% and is unsecured. The balance due was $44,100 as of October 31, 2013.
NOTE 5 – COMMON STOCK
On July 30, 2012 the Company completed a forward stock split whereby every pre-split share of common stock is exchangeable for 40 shares of post-split common stock. Accordingly, all share and per share information has been restated to retroactively show the effect of the stock split.
On April 1, 2011, the Company issued 60,000,000 shares of common stock for cash proceeds of $1,500 at $0.000025 per share to its director. On April 7, 2011, the Company issued 120,000,000 shares of common stock for cash proceeds of $3,000 at $0.000025 per share to its director. For the period from March 7, 2012 to April 30, 2012 the Company issued 47,600,000 shares of common stock for cash proceeds of $23,800 at $0.0005 per share.
On July 30, 2012, two controlling shareholders cancelled an aggregate of 130,000,000 shares of common stock which were returned to the status of authorized but unissued shares.
On October 1, 2013, a controlling shareholder canceled 1,000,000 shares of common stock which were returned to the status of authorized but unissued shares.
On September 11, 2013, the Company sold 100,000 shares of common stock for $200,000. The shares sold under this subscription were issued fully paid non asessable.
As of October 31, 2013, the Company had 96,700,000 shares of common stock issued and outstanding.
NOTE 6– INCOME TAXES
As of October 31, 2013, the Company had net operating loss carry forwards of $147,598 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from October 31, 2013 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
General
Umax Group Corp. (“the Company”, “we” or “us”) was incorporated in the State of Nevada on March 21, 2011 (“Inception”) and established a fiscal year end of April 30. We have minimal revenues, have minimal assets and have incurred losses since Inception (March 21, 2011). We are a development-stage company formed to develop and distribute our nutritional products to the growing nutritional industry. To date, we have had limited operations. We have developed our business plan, and begun minimal sales
Product
We plan to distribute the product line which consists of new and innovative nutritional products.We provide an expansive line of natural and organic nutrition and dietary supplements. Our product line provides dietary needs for weight loss, colon health, sexual health, body building, and general health and vitality. Our product line will continue to expand as our customer’s needs are determined.
Nutritional based products, daily exercise and healthy eating habits are all part of a healthy life style and have a direct impact on the aging process and overall health of the average person. We will be featuring monthly health newsletter targeting specific areas of exercise, preventative maintenance, health and wellness. Our frequently asked questions page will try to address those questions that customers have asked regarding health and nutrition, supplements, ordering, shipping and new products. Our blog will help you connect with others to address key fitness concerns.
We are committed to providing only authentic, potent, and ultra-pure nutritional supplements. It is this commitment to quality and purity that separates our products from many of the other supplements on the market.
We work tirelessly to protect our customers and to ensure that all of our nutritional supplements meet our high quality standards. Virtually no other supplement manufacturer takes the precautions we do to ensure you are only putting the best supplements in your body.
Our current products include the following:
· UPRITE XXL is all natural herbal male enhancement supplement that provides a safe alternative to prescription erectile dysfunction medication that can result in harsh side effects. Reported benefits include increased sex, improved sexual performance, increased blood flow and longer erections. The elevated pleasure not only helps restore intimacy, but the level of satisfaction achieved helps to improve one’s overall quality of life.
· Green Coffee Bean Extract contains only 100% PURE Green Coffee Bean Extract, with no added fillers or binders. Super Green Coffee Extract is also thought to have other benefits, such as: Antioxidant Support – Chlorogenic acid is a polyphenol with antioxidant properties Cardiovascular Support Blood Sugar Support – Regulation of glucose levels may support healthy blood sugar levels
· RASPBERRY KETONE helps your body to BURN FAT! HEALTH IMPROVING! Potent Formula with other anti-oxidant & fat burning ingredients such as African Mango, Acai, Resveratrol, Apple Cider Vinegar , & Grapefruit! You take it just once a day and it makes it easier to burn off your fat, especially if you are working out
RESULTS OF OPERATION
We are a development stage company and have generated minimal revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
THREE MONTH PERIOD ENDED OCTOBER 31, 2013 COMPARED TO THE THREE MONTH PERIOD ENDED OCTOBER 31, 2012
Our net loss for the three month period ended October 31, 2013 was $79,865 compared to a net loss of $5,992 for the three month period ended October 31, 2012. During the three month period ended October 31, 2013, we generated minimal revenue.
During the three month period ended October 31, 2013, we incurred general and administrative expenses $65,623 compared to $5,992 incurred for the three month period ended October 31, 2012. General and administrative and professional fee expenses incurred during the three month period ended October 31, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, sales developmental costs, and marketing expenses.
The weighted average number of shares outstanding was 96,700,000, for the nine month period ended October 31, 2013.
LIQUIDITY AND CAPITAL RESOURCES
SIX MONTH PERIOD ENDED OCTOBER 31, 2013 COMPARED TO THE SIX MONTH PERIOD ENDED OCTOBER 31, 2012
As at October 31, 2013, our current assets were $149,337 compared to $4,718 current assets at October 31, 2012. Current assets were comprised of $147,337 in cash and $2,000 in prepaid expenses. As at October 31, 2013, our current liabilities were $47,330 Liabilities were comprised of $44,100 in a loan from an unrelated party and $3,230 in accounts payable.
Stockholders’ equity was $102,007 as of October 31, 2013 compare to stockholders’ equity of $1,099 as of October 31, 2012.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the six month period ended October 31, 2013, net cash flows used in operating activities was $100,634 consisting of a net loss of $99,404, increase in accounts payable of $3,230 and decrease in prepaid expenses of $2,000.
CASH FLOWS FROM INVESTING ACTIVITIES
We neither used or generated funds from investing activities during the six months ended October 31, 2013.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six month period ended October 31, 2013 cash flows provided by financing activities was $44,100 received from loan from an unrelated party and $200,000 from an unrelated party subscription agreement.
PLAN OF OPERATION AND FUNDING
Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.
MATERIAL COMMITMENTS
As of October 31, 2013, we had no material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' audit report accompanying our April 30, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
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ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended October 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
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ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1 32.1 Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| UMAX GROUP CORP. |
Dated: December 23, 2013 | By: __/s/ Michelle Mercier____________________ |
| Michelle Mercier, President and Chief Executive Officer and Chief Financial Officer |
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