UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): ~~March~~April 2227, 2023

Ecomax, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-21613	13-3865026
(State	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

630 Fifth Avenue, Suite 2338, New York, New York, 10111

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

~~(Address~~Registrant’s oftelephone ~~principal~~number ~~executive~~including ~~offices)~~area ~~(Zip~~ code: (929)-923-2740

(~~929~~Former name or former address, if changed since last report)~~-923-2740~~

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code)~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of ~~each~~Each ~~class~~Class Trading Symbol~~(s)~~ Name of each exchange on which registered None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

~~Item~~Section ~~1.01~~4 ~~Entry~~- ~~into~~Matters ~~Material~~Related ~~Agreements.~~to Accountants and Financial Statements

~~SALE~~Item OF4.01 ~~GOODS~~Changes ~~AGREEMENT~~in &Registrant’s ~~DISTRIBUTOR~~Certifying ~~AGREEMENT~~Accountant

~~Sale~~Effective as of ~~Goods~~April ~~Agreement~~27, 2023, the Board of Directors of Ecomax, Inc. (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.

OnDuring ~~February~~the ~~16,~~two ~~2023,~~fiscal ~~Ecomax,~~years ~~Inc.~~ended ~~(the~~June ~~“Company”)~~30, ~~entered~~2022 ~~into~~and the ~~Sale~~subsequent ofinterim ~~Goods~~period ~~Agreement~~through ~~(the~~April ~~“Sale~~26, ~~Agreement”) with Rocitin Company Limited~~2023, aneither ~~Hong~~the ~~Kong~~Company ~~company~~nor ~~(“Rocitin”).~~anyone ~~Under~~acting on ~~the~~its ~~terms~~behalf ofhas ~~the~~consulted ~~Sale~~with ~~Agreement,~~Qi ~~the~~with ~~Company~~respect ~~has agreed~~ to ~~purchase~~(i) ~~10,000~~the ~~bottles~~application of ~~Rocitin~~accounting ~~NMN,~~principles to a ~~nutritional~~specified ~~supplement~~transaction, ~~manufactured~~either bycompleted or ~~Pharmazeutische~~proposed, ~~Fabrik~~or ~~Evers~~the ~~GmbH~~type &of ~~Co.~~audit ~~KG,~~opinion ~~a German~~that ~~company,~~might inbe ~~which~~rendered ~~each~~on ~~bottle~~the ~~contains~~Company’s 60financial ~~capsules~~statements, ~~10080~~and mgneither ofa ~~Rocitin~~written ~~NMN,~~report nor atoral HKadvice ~~$500~~was ~~(approximately~~provided ~~$64.01)~~to ~~per~~us ~~bottle~~by ~~(the “Goods”),~~Qi ~~with~~that ~~the~~was ~~initial~~an ~~shipment~~important offactor ~~2,000~~considered ~~bottles~~by ~~from~~us ~~Rocitin.~~in ~~Except~~reaching ~~for~~a ~~the~~decision ~~payment~~as ofto ~~the~~any ~~initial shipment of 2~~accounting,~~000~~ auditing ~~bottles~~or offinancial ~~the~~reporting ~~Goods~~issue, ~~made~~or on(ii) ~~March~~any 1,other ~~2023,~~matter ~~the~~that ~~payment~~was of the ~~residual~~subject ~~8,000 bottles~~ of ~~the~~a ~~Goods~~disagreement ~~shall~~as bedefined ~~made~~in ~~within~~Item 45304(a)(1)(iv) ~~days~~of ~~from~~Regulation ~~the~~S-K ~~date~~and ~~of each invoice from Rocitin to~~ the ~~Company.~~related ~~Pursuant~~instructions to ~~the~~Item ~~Sale~~304 ~~Agreement,~~of ~~Rocitin~~Regulation ~~will~~S-K ~~deliver~~or ~~the~~a ~~Goods~~reportable toevent ~~the~~as ~~location specified~~described byin ~~the~~Item ~~Company~~304(a)(1)(v) ~~within 15 days~~ of ~~the payment being made~~Regulation S-K.

AOn ~~copy~~April 27, 2023, the Board of Directors of the ~~Sale~~Company ~~Agreement~~notified isM&K ~~attached~~CPAS, toPLLC ~~this~~(“Former ~~Current~~Auditor”) ~~Report~~that onthe ~~Form~~Former ~~8-K~~Auditor was dismissed as ~~Exhibit~~the 10Company’s independent registered public accounting firm.1 ~~and~~The isdecision ~~incorporated~~to ~~herein~~dismiss Former Auditor was approved by ~~reference~~the Board of Directors of the Company.

~~Distributor~~The ~~Agreement~~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.

OnDuring ~~March~~fiscal 1years ended June 30, ~~2023~~2022 and 2021, and the ~~Company~~subsequent ~~entered~~interim ~~into~~period athrough ~~Distributor~~April ~~Agreement~~26, ~~(the~~2023, ~~“Distributor~~there ~~Agreement”)~~were ~~with~~no ~~Rocitin.~~disagreements ~~Under~~as ~~the terms~~described ofunder ~~the~~Item ~~Distributor~~304(a)(1)(iv) ~~Agreement,~~of ~~Rocitin~~Regulation ~~shall~~S-K ~~store~~with ~~the~~Former ~~Goods~~Auditor ~~purchased~~on byany ~~the~~matter ~~Company~~of ~~from~~accounting itprinciples ~~pursuant~~or topractices, ~~the~~financial ~~Sale~~statement disclosure, ~~Agreement~~or inauditing anscope ~~appropriate warehouse~~or ~~leased~~procedure, bywhich itdisagreements, inif ~~Hong~~not ~~Kong~~resolved ~~and~~to ~~non-exclusively~~Former ~~distribute~~Auditor’s ~~and~~satisfaction, ~~use~~would ~~its~~have ~~best~~caused Former ~~efforts~~Auditor to ~~promote~~make ~~and~~reference ~~maximize~~to the ~~sale~~subject ofmatter ~~the~~thereof ~~Goods within~~in ~~Hong~~connection ~~Kong,~~with ~~Macau,~~its ~~Taiwan~~reports ~~and~~on ~~China (collectively,~~ the ~~“Territory”)~~financial onstatements ~~behalf~~ of the Company, for assuch ~~well~~years. asIn ~~provide~~addition, ~~reasonable after-sale~~during ~~support to~~ the ~~purchasers~~fiscal ofyears ~~the~~ended ~~Goods.~~June ~~In addition~~30, ~~Rocitin~~2022 ~~shall~~and ~~provide~~2021, ~~monthly~~and ~~reports to~~ the ~~Company~~subsequent ~~due~~interim byperiod ~~the~~through ~~15th~~April 26, of2023, ~~each~~there ~~month~~were ~~concerning~~no ~~the~~reportable ~~Goods’~~events ~~sales~~as ~~and~~described ~~the~~under ~~marketing~~Item ~~activities~~304(a)(1)(v) of ~~the~~Regulation ~~previous month~~S-K.

~~Pursuant~~The ~~to the Distributor Agreement, the~~ Company ~~and~~has ~~Rocitin~~provided ~~shall~~Former ~~share~~Auditor ~~any~~with ~~gross~~a ~~profit~~copy ~~generated~~of bythis ~~the~~Current ~~distribution~~Report ofon ~~the~~Form ~~Goods~~8-K onand arequested ~~50/50 basis;~~ that ~~is,~~Former ~~revenue~~Auditor ~~generated~~furnish ~~from~~it ~~sales~~with a ofletter ~~the~~addressed ~~Goods~~ to ~~third~~the ~~parties~~Securities ~~minus~~and ~~the~~Exchange ~~original~~Commission ~~purchase~~stating ~~price~~whether ofor ~~the~~not ~~Goods~~it ~~paid~~agrees bywith the ~~Company~~ toabove ~~Rocitin,~~statements. ~~will~~A becopy ~~shared~~of ~~between~~Former Auditor’s ~~the~~letter, ~~Company~~dated ~~and~~May ~~Rocitin~~2, on2023, ais ~~50/50~~attached ~~ratio~~hereto ~~(the~~as ~~“Sharing~~Exhibit ~~Ratio”)~~16.1.

AItem ~~copy of the Distributor Agreement is attached to this Current Report on Form 8-K as Exhibit 10~~9.201. ~~and is incorporated herein by reference~~Exhibits.

~~Item~~(d) ~~2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits

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.

Exhibit No.		Exhibit
16.1		Letter from M&K CPAS, PLLC to the U.S. Securities and Exchange Commission
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 5.06 Change in Shell Company Status~~SIGNATURE

~~Since~~Pursuant ~~the~~to ~~Company has entered into~~ the ~~Sale~~requirements ~~Agreement~~of ~~and~~ the ~~Distributor~~Securities ~~Agreement~~ and ~~commenced~~Exchange ~~substantial~~Act ~~business~~of ~~operations~~1934, ~~accordingly,~~ the ~~Company~~registrant nohas ~~longer~~duly ~~meets~~caused ~~the~~this ~~definition~~report ofto abe ~~shell~~signed ~~company~~on asits ~~defined in Rule 12b-2 and thus ceased being a shell company. Reference~~behalf isby ~~made to~~ the ~~disclosure~~undersigned ~~set~~hereunto ~~forth~~duly ~~under Item 1~~authorized.~~01 and 2.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.~~

SIGNATURES

	Ecomax, Inc.

May 2, 2023	By:	/s/ Raymond Chen
	Name:	Raymond Chen
	Title:	Chairman, Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 22, 2023
	By:	/s/ Raymond Chen
	Name:	Raymond Chen
	Title:	Chairman, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Number		Description
10.1		Sale of Goods Agreement between Ecomax, Inc. and Rocitin Company Limited. Dated February 16, 2023.
10.2		Distributor Agreement between Ecomax, Inc. and Rocitin Company Limited. Dated March 1, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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