UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2022~~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 ~~registrant~~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 ~~pursuant~~under to Section 12(b) of the Exchange Act: None

Securities registered ~~pursuant~~under to 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 ~~August~~October 2613, ~~2022~~2023, the registrant had 2,380,958 shares of common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

Item	Description	Page
PART I	~~PART I~~
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	98
ITEM 1B.	UNRESOLVED STAFF COMMENTS	98
ITEM 2.	PROPERTY	108
ITEM 3.	LEGAL PROCEEDINGS	108
ITEM 4.	MINE SAFETY DISCLOSURES	10
PART II	~~PART II~~
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	109
ITEM 6.	[RESERVED]	109
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION	119
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	1312
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1312
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1312
ITEM 9A.	CONTROLS AND PROCEDURES	13
ITEM 9B.	OTHER INFORMATION	14
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	14
PART III	~~PART III~~
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	14
ITEM 11.	EXECUTIVE COMPENSATION	1615
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	1716
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	17
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	17
PART IV	~~PART IV~~
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	18
ITEM 16.	FORM 10–K SUMMARY.	18

PART I

ITEM 1. BUSINESS

Some of the statements contained in this annual report on Form 10-K of Ecomax, Inc. (hereinafter the “Company”, “We” or the “Company”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this annual report, forward-looking statements are generally identified by the words such as “anticipate”, “plan”, “believe”, “expect”, “estimate”, and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company’s securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Important factors that may cause actual results to differ from projections include, for example:

● the success or failure of management’s efforts to implement the Company’s plan of operation; ● the ability of the Company to fund its operating expenses; ● the ability of the Company to compete with other companies that have a similar plan of operation; ● the effect of changing economic conditions impacting ~~our~~the Company’s plan of operation; ● the ability of the Company to meet the other risks as may be described in future filings with the ~~U.S.~~United States Securities and Exchange Commission, or the SEC.

General Background of the Company

Ecomax, Inc. (formerly known as Ecomat Inc.~~, the “Company” or “Ecomax~~) 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, all of ~~which all~~the ofCompany’s ~~our~~ properties were transferred to a United States ~~Trustee~~trustee and the Company terminated all of its business operations. The ~~Bankruptcy~~ ~~Trustee~~bankruptcy trustee has disposed of all of the assets.

On June 14, 2006, the ~~Bankruptcy~~bankruptcy ~~Court~~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~~court’s ~~Order~~order, Park Avenue Group appointed Ivo Heiden to the ~~Board~~board of ~~Directors~~ directors of the Company and to serve as its Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the ~~Board~~board of ~~Directors~~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 stockholder 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 represent approximately 85% of the issued and outstanding common stock of the Company. The transaction resulted in a change in control of the Company.3

InOn ~~connection~~January ~~with~~5, 2021, the ~~change~~Company inentered ~~control~~into a Stock Purchase Agreement (the “SPA”) with Clark Orient (BVI) Limited, (“Clark Orient”), Mr. Heiden, ~~our~~and ~~then~~WWYD, ~~Chief~~Inc. ~~Executive Officer~~(WWYD, ~~Chief~~Inc. ~~Financial~~was ~~Officer,~~a ~~sole~~5% ~~director,~~or ~~and~~more ~~Chairman~~ shareholder of the ~~Board~~Company. ofMr. ~~Directors~~Heiden ofand WWYD, Inc. are collectively referred to as the ~~Company~~“Sellers”), ~~resigned~~pursuant ~~from~~to ~~all~~which Clark Orient acquired 20,205,000 shares of ~~his~~common ~~positions~~stock ~~with~~of the Company ~~and~~ (the “Shares”) ~~resignations~~from ~~became~~Sellers ~~effective~~for ~~on January~~an 6,aggregate ~~2021.~~purchase ~~Ms.~~price ~~Yang~~of ~~Gui~~$320,000. ~~was~~The ~~appointed~~transaction ascontemplated in the ~~Chief~~SPA ~~Executive~~closed ~~Officer~~on January 7, ~~Chief~~2021. ~~Financial~~The ~~Officer,~~Shares ~~sole~~represented ~~director,~~approximately ~~and~~85% ~~Chairwoman~~ of the ~~Board~~issued ofand ~~Directors~~outstanding common stock of the Company,. ~~effective~~The ontransaction ~~January~~resulted in 6,a ~~2021~~change in control of the Company.

OnIn ~~March~~connection 11with the change in control, ~~2021~~Mr. Heiden, ~~upon~~the then Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the ~~departure~~board of ~~Ms.~~directors ~~Yang~~of ~~Gui~~the Company, ~~Mr.~~resigned Yufrom ~~Yam~~all ~~Anthony~~of ~~Chau~~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 ~~Chairman~~Chairwoman of the ~~Board~~board of ~~Directors~~directors of the Company, effective on ~~March~~January 116, 2021.

On March 1811, 2021, byupon ~~unanimous written consent of~~ the ~~Board~~departure of ~~Directors~~Ms. ofYang ~~the Company~~Gui, ~~the~~Mr. ~~Board~~Yu ofYam ~~Directors~~Anthony ~~adopted~~Chau ~~resolutions~~was ~~approving 1)~~appointed aas ~~reverse split of~~ the ~~Company’s~~Chief ~~common~~Executive ~~stock at a ratio of 1-for-10~~Officer, ~~whereby~~Chief ~~every 10 shares of the issued and outstanding~~Financial ~~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~~Officer,~~000,000~~ tosole ~~500~~director,~~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~~Chairman ~~shares~~ of ~~preferred stock, par value $0.0001 per share (~~the ~~“Increase~~board of ~~Authorized~~directors ~~Stock”); 3) a change~~ of the Company~~’s name and ticker from “Ecomat~~, ~~Inc.” and~~effective ~~“ECMT,”~~on toMarch ~~“Ecomax~~11, ~~Inc~~2021.” and “ECMX” (the “Change of Name,” together with the Reverse Stock Split and the Increase of Authorized Stock, collectively as 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, by unanimous written consent of the ~~stockholder~~board ~~holding~~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 ~~aggregate~~number 20of the authorized capital stock from 75,~~205~~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, orpar ~~approximately~~value ~~85%~~$0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001 per share (the ~~common~~“Increase ~~stock~~of ~~outstanding~~Authorized Stock”); 3) a change of the Company’s name and ticker from “Ecomat, Inc.” onand ~~such~~“ECMT,” ~~date~~to “Ecomax, ~~approved~~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 ~~April~~March 118, 2021, the ~~Company~~stockholder ~~filed~~holding ain ~~preliminary~~the ~~information~~aggregate ~~statement~~20,205,000 shares of common stock, or approximately 85% of the common stock outstanding on ~~Schedule~~such ~~14C~~date, ~~with~~approved the ~~SEC~~Corporate Actions.

On April 131, 2021, the Company filed a ~~definitive~~preliminary information statement on Schedule 14C with the United States Securities and Exchange Commission (the “SEC”).

On April ~~20 and 21~~13, 2021, the Company filed a ~~certificate~~definitive ofinformation ~~change~~statement ~~and~~on aSchedule ~~certificate~~14C ~~of amendment~~ with the ~~Secretary of State of the State of Nevada~~SEC.

On April 2820 and 21, 2021, the Company filed ana ~~Issuer~~certificate ~~Notification~~of ~~Form~~change and a certificate of amendment with ~~FINRA~~the ~~requesting~~Secretary ~~confirmation~~of State of the ~~Change~~ State of ~~Name~~Nevada with respect to the Corporate Actions.

On ~~May~~April 2128, 2021, the ~~change~~Company offiled an Issuer Notification Form with the ~~Company’s~~Financial ~~name~~Industry toRegulatory ~~“Ecomax,~~Authority ~~Inc.~~(“FINRA”) requesting ~~became~~confirmation ~~effective~~of the Change of Name.

The Corporate Actions, as of the date of this report, have all ~~came~~come into effect. As of the date of this report, our ticker symbol on OTC Markets has been changed to EMAX and our name has been 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 September 30, 2022.

On February 16, 2023 and March 1, 2023, the Company entered into a sale of goods agreement (the “Sale Agreement”) and a distributor agreement (the “Distributor Agreement”), respectively, with Rocitin Company Limited, a Hong Kong company (“Rocitin”), and commenced substantial business operations, and thus ceased being a shell company.

~~Business~~Our ~~Objectives of the Company~~Business

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.Overview

~~The~~On February 16, 2023, the Company’s ~~common~~entered ~~stock~~into isthe ~~subject~~Sale toAgreement ~~quotation~~with onRocitin. Under the ~~OTC~~terms ~~Pink~~of ~~Sheets~~the ~~under~~Sale Agreement, the ~~symbol~~Company ~~EMAX.~~has ~~There~~agreed to ispurchase ~~currently~~10,000 ~~only~~bottles of Rocitin NMN, a ~~limited~~nutritional supplement manufactured by Pharmazeutische Fabrik Evers GmbH & Co. KG, a ~~trading~~German ~~market~~company, in ~~the~~which ~~Company’s~~each ~~shares~~bottle ~~and~~contains ~~the~~60 ~~Company~~capsules, ~~believes~~10080 ~~that~~mg noof ~~active~~NMN, ~~trading~~at ~~market~~HK ~~has~~$500 ~~existed~~(approximately ~~for~~$64.01) per bottle (the ~~last~~“Products”), with 3the ~~years~~initial shipment of 2,000 bottles from Rocitin. In Except for the ~~event~~payment ~~that~~of anthe ~~active~~initial ~~trading~~shipment ~~market~~of ~~commences~~2,000 ~~there~~bottles ~~can~~of bethe noProducts made ~~assurance~~on asMarch to1, 2023, the ~~market~~payment ~~price~~of the residual 8,000 bottles of ~~our~~the ~~shares~~Products shall be made within 45 days from the date of ~~common~~each ~~stock,~~invoice ~~whether~~from ~~any~~Rocitin ~~trading~~to ~~market~~the Company. Pursuant to the Sale Agreement, Rocitin will ~~provide~~deliver ~~liquidity~~the Products to ~~investors,~~the orlocation ~~whether~~specified ~~any~~by ~~trading~~the ~~market~~Company within ~~will~~15 bedays ~~sustained~~of the payment being made.

~~Management~~On ~~has~~March ~~substantial~~1, ~~flexibility~~2023, inthe ~~identifying~~Company ~~and~~entered ~~selecting~~the aDistributor ~~prospective~~Agreement ~~new~~with ~~business opportunity~~Rocitin. ~~The~~Under the terms of the Distributor Agreement, Rocitin shall store the Products purchased by the Company isfrom ~~dependent~~it onpursuant to the Sale Agreement in an appropriate warehouse leased by it in ~~judgment~~Hong ofKong, distribute the Products on a non-exclusive basis, and use its ~~management~~best inefforts ~~connection~~to ~~with~~promote ~~this~~and ~~process.~~maximize Inthe ~~evaluating~~sale aof ~~prospective~~the Products ~~business~~within ~~opportunity~~Hong Kong, weMacau, ~~would~~Taiwan ~~consider~~and China (collectively, ~~among~~the “Territory”) on behalf of the Company, as well as ~~other~~provide ~~factors~~reasonable after-sale support to the purchasers of the Products. In addition, Rocitin shall provide monthly reports to the Company ~~following:~~due by the 15th of each month concerning the Products’ sales and the marketing activities of the previous month.

Pursuant to the Distributor Agreement, the Company and Rocitin share any gross profit generated by the distribution of the Products on a 50/50 basis; that is, revenue generated from sales of the Products to third parties minus the original purchase price of the Products paid by the Company to Rocitin, will be shared between the Company and Rocitin on a 50/50 ratio (the “Sharing Ratio”).

As of June 30, 2023, Rocitin delivered 6,000 bottles of the Products that the Company purchased to the warehouse leased by it in Hong Kong and distributed and sold approximately 4,952 bottles of the Products in the Territory, in accordance with the Distributor Agreement, which generated gross revenue of approximately HK $3,327,744 (approximately $424,391). The Company was allocated HK $2,901,872, (approximately $370,079) from the gross profit, which amount represents the Sharing Ratio, as stipulated in the Distributor Agreement.

Our Product

As of June 30, 2023, the Company has been selling and distributing one product, Rocitin NMN, to customers in the Territory. Rocitin NMN is a nutritional supplement manufactured by Pharmazeutische Fabrik Evers GmbH & Co. KG, a German company. Each bottle contains 60 capsules, 10080 mg of NMN.

NMN, as β-Nicotinamide Mononucleotide, exists in some fruits, vegetables, and poultry. It is a molecule naturally occurring in all life forms and can be transformed into a significant coenzyme NAD+ within cells, which is important to human metabolism. Research, including but not limited to “Nicotinamide mononucleotide (NMN) as an anti-aging health product – Promises and safety concerns,” has shown that NAD+ levels in the body will decrease with age, and that exogenous supplementation of NMN enhances NAD+ levels and thus the function of human cells. For example, NMN helps to convert food energy into cell energy efficiently to boost energy metabolism and maintain healthy mitochondrial functions. In addition, NMN also helps to repair broken DNA, regulate the stability of DNA and cell death, and improve neurodegenerative and metabolic conditions.

Distribution and Customers

Under the terms of the Distributor Agreement, Rocitin shall store the Products purchased by us from it pursuant to the Sale Agreement in an appropriate warehouse leased by it in Hong Kong, distribute the Products on a non-exclusive basis, and use its best efforts to promote and maximize the sale of the Products within the Territory on behalf of the Company, as well as provide reasonable after-sale support to the purchasers of the Products.

During the fiscal year ended June 30, 2023, Rocitin, on our behalf, sold and distributed the Products directly to customers in China through several cross-border e-commerce platforms such as Xiaohongshu, Douyin, JD.com, and Tmall, and to customers in Hong Kong, Macau and Taiwan through its website. We did not cooperate with any distributors and dealers to sell the Products within the Territory during the fiscal year ended June 30, 2023.

As all of our customers were retail customers who directly purchased the Products from us through cross-border e-commerce platforms and Rocitin’s website during the fiscal year ended June 30, 2023, we did not have any major customers to depend upon.

Supplier

As of June 30, 2023, we have only one supplier, Rocitin. Pursuant to the Sale Agreement with Rocitin, we agreed to purchase 10,000 bottles of the Products. For the fiscal year ended June 30, 2023, we purchased 6,000 bottles of the Products from Rocitin. As our business is still at the beginning stage and under our evaluation, we do not intend to enter into a continuous or long-term supply agreement with Rocitin until we fulfill our obligation under the Sale Agreement to purchase 10,000 bottles of the Products. We believe not being bound by a continuous or long-term supply agreement can allow us to maintain flexibility regarding choosing our supplier and determining whether to further develop the current business operation or seek other prospective new business opportunities.

For the fiscal year ended June 30, 2023, Rocitin directly sourced the Products from Pharmazeutische Fabrik Evers GmbH & Co. KG, a German company that manufactures the Products (“Fabrik Evers GmbH”). While Fabrik Evers GmbH is the only source of the Products, neither Rocitin nor the Company intend to enter a long-term supply agreement with it, since we can generally find similar replacements in the market from the competitors of Fabrik Evers GmbH.

Our Strategy

As the Company intends to further develop the preceding business operation, its management also continues to seek other prospective new business opportunities.

The Company’s management has substantial flexibility in identifying and selecting prospective new business opportunities. 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 ~~search~~research ~~for~~potential atargets ~~target~~ and any target business with which we ~~ultimately~~ 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~~Intellectual ~~Company is a Blank Check Company~~Property

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~~June ~~Company’s securities under the Securities Act of 1933~~30, ~~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~~2023,” aswe ~~defined~~do ~~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~~have, ~~to deliver a standardized risk disclosure document that provides information about penny stocks~~ and ~~the~~are 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 salesperson 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~~applying ~~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, itany ~~may~~intellectual ~~be more difficult to sell the Company’s common stock~~properties.

5Government Approval

~~The~~As 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~~June or30, ~~cash equivalents. As a shell company~~2023, we ~~are~~do ~~restricted~~not inneed ~~our~~any ~~use~~approval offrom ~~Registrations~~any onapplicable ~~Form~~government ~~S-8~~to ~~under~~sell the ~~Securities~~Products ~~Act;~~in the ~~lack of availability of the use of Rule 144 by security holders; and the lack of liquidity in our stock~~Territory.

~~Form~~Governmental ~~S-8~~& Environmental Regulations

~~Shell~~As ~~companies~~of ~~are~~June ~~prohibited~~30, ~~from~~2023, ~~using~~we ~~Form~~are ~~S-8~~subject to ~~register~~certain ~~securities~~import ~~under~~regulations ~~the~~and ~~Securities~~administrative ~~Act.~~requirements Ifof athe ~~company~~governments ~~ceases~~in tothe beTerritory. ~~a shell company,~~We ithave ~~may~~been ~~use~~complying ~~Form~~with ~~S-8 sixty calendar days, provided it has filed~~ all ~~reports~~applicable regulations and ~~other~~administrative ~~materials~~requirements ~~required~~ to beimport ~~filed under~~ the ~~Exchange Act~~Products. ~~during~~Expenditures ~~the preceding 12 months (or~~ for ~~such~~compliance with ~~shorter~~applicable ~~period~~regulations ~~that~~and itadministrative ~~has~~requirements ~~been required~~ to ~~file~~import ~~such reports and materials after~~ the ~~company~~ ~~files~~Products ~~“Form~~have 10not ~~information~~had,” ~~which~~and isare ~~information~~not ~~that~~expected ~~a company would be required~~ to ~~file~~have, in a ~~registration statement~~material oneffect ~~Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported~~ on aour ~~current~~capital ~~report~~expenditures, onresults ~~Form 8-K reporting the completion~~ of aoperations, ~~transaction~~or ~~that~~competitive ~~caused the company to cease being a shell company~~position.

~~Unavailability~~As of ~~Rule~~June ~~144~~30, 2023, we are not subjected to any specific environmental regulations for ~~Resale~~selling and distributing the Products in the Territory.

Rule 144(i) “Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets” provides that Rule 144 is not available for the resale of securities initially issued by an issuer that is a shell company. We have identified our company as a shell company and, therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until the company is no longer identified as a shell company.

As a result of our classification as a shell company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

Very Limited Liquidity of our Common Stock

Our common stock trades from time to time on the OTC Pink Sheet Market but there is no active market maker in our common stock. As a result, there is only limited liquidity in our common stock.

We will be deemed a blank check company under Rule 419 of the Securities Act

The provisions of Rule 419 apply to registration statements filed under the Securities Act by a blank check company, such as our Company. Rule 419 requires that a blank check company filing a registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger.

In addition, an issuer is required to file a post-effective amendment to the registration statement upon the execution of an agreement for such acquisition or merger. The rule provides procedures for the release of the offering funds in conjunction with the post effective acquisition or merger. The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry into a material definitive (non-ordinary course of business) agreement and the completion of the transaction. Rule 419 applies to both primary and re-sale or secondary offerings.

Within five (5) days of filing a post-effective amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow. Each investor then has no fewer than 20 and no greater than 45 business days to notify the Company in writing if they elect to remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough funds remaining in escrow to close the transaction.

Effecting a business combination

Prospective investors in the Company’s common stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations that we may undertake. A business combination may involve the acquisition of, or merger with, a company which needs to raise substantial additional capital by means of being a publicly trading company, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. A business combination may involve a company which may be financially unstable or in its early stages of development or growth.

The Company has not identified a target business or target industry

The Company’s effort in identifying a prospective target business will not be limited to a particular industry and the Company may ultimately acquire a business in any industry management deems appropriate. To date, the Company has not selected any target business on which to concentrate our search for a business combination. While the Company intends to focus on target businesses in the United States, it is not limited to U.S. entities and may consummate a business combination with a target business outside of the United States. Accordingly, there is no basis for investors in the Company’s common stock to evaluate the possible merits or risks of the target business or the particular industry in which we may ultimately operate. To the extent we effect a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes many industries which experience rapid growth. In addition, although the Company’s management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

Our management anticipates that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, who may present solicited or unsolicited proposals. Our management may also bring to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder’s fee or other compensation in connection with a business combination. In no event, however, will we pay management any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination.

Selection of a target business and structuring of a business combination

Management has broad flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors, the following:

● financial condition and results of operation of the target company; ● growth potential; ● experience and skill of management and availability of additional personnel; ● capital requirements; ● competitive position; ● stage of development of the products, processes or services; ● degree of current or potential market acceptance of the products, processes or services; ● proprietary features and degree of intellectual property or other protection of the products, processes or services; ● regulatory environment of the industry; and ● costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct a due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which will be made available to us.

We will endeavor to structure a business combination so as to achieve the most favorable tax treatment to us, the target business and both companies’ stockholders. However, there can be no assurance that the Internal Revenue Service or applicable state tax authorities will necessarily agree with the tax treatment of any business combination we consummate.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us.

Probable lack of business diversification

While we may seek to effect business combinations with more than one target business, it is more probable that we will only have the ability to effect a single business combination, if at all. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations with entities operating in multiple industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

● subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and ● result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.

Limited ability to evaluate the target business’ management

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company intending to embark on a program of business development. Furthermore, the future role of our director, if any, in the target business cannot presently be stated with any certainty.

While it is possible that our director will remain associated in some capacity with us following a business combination, it is unlikely that he will devote his full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our director will have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Our auditors have expressed substantial doubt about our ability to continue as a going concern

Our audited financial statements for the years ended June 30, 2022 and 2021, were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. There is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months.

Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company’s shares of common stock.

Competition

InDue ~~identifying,~~to ~~evaluating~~the ~~and~~low ~~selecting~~barriers ~~a target business, we expect~~ to ~~encounter~~entering ~~intense~~the ~~competition~~market ~~from~~of ~~other~~selling ~~entities~~NMN ~~having~~products ain ~~business objective~~the ~~similar~~Territory, towe ~~ours.~~compete ~~Many~~with ofmany ~~these~~distributors ~~entities~~who ~~are~~sell ~~well~~NMN ~~established~~products similar ~~and~~to ~~have~~ours, ~~extensive~~especially ~~experience~~in ~~identifying~~China and ~~effecting~~Hong ~~business combinations, either directly or through affiliates~~Kong. Many ifof ~~not~~these ~~virtually~~distributors ~~most~~are ofmore ~~these~~established ~~competitors~~than ~~possess~~we ~~far~~are and have significantly greater financial, ~~human~~ technical, and other resources ~~compared~~than towe ~~our~~presently ~~resources~~possess. ~~While~~Some weof ~~believe~~our ~~that~~competitors ~~there~~may ~~are~~be ~~numerous~~able ~~potential~~to ~~target~~respond ~~businesses~~more ~~that we may identify,~~quickly ~~our ability~~ to ~~compete~~new inopportunities, ~~acquiring~~market ~~certain~~changes ofor ~~the~~changes ~~more~~in ~~desirable~~customer ~~target~~preferences, ~~businesses~~and ~~will~~may be ~~limited~~able byto ~~our~~undertake ~~limited~~more ~~financial~~extensive ~~and~~promotional ~~human~~activities ~~resources.~~and ~~Our~~adopt ~~inherent~~more ~~competitive~~aggressive ~~limitations~~pricing ~~are~~strategies ~~expected~~than bywe ~~management~~are. toDespite ~~give~~the ~~others~~above anand ~~advantage in pursuing~~ the ~~acquisition~~fact ~~of a target business~~ that we ~~may~~have ~~identify~~yet ~~and seek~~ to ~~pursue.~~develop ~~Further,~~certain ~~any of these limitations may place us at a~~ competitive ~~disadvantage~~ inadvantages, ~~successfully~~as ~~negotiating~~our a business ~~combination.~~is ~~Our~~still ~~management~~at ~~believes,~~the ~~however~~beginning stage, ~~that~~we ~~our~~believe ~~status~~we aswill ahave ~~reporting~~the ~~public entity with~~ potential ~~access~~ to ~~the~~compete ~~United~~by ~~States~~making ~~public~~the ~~equity~~most ~~markets~~of ~~may~~our flexibility ~~give~~to usselect asuppliers ~~competitive~~and ~~advantage~~manufacturers ~~over~~who ~~certain~~are ~~privately-held~~able ~~entities having~~to aprovide ~~similar~~the ~~business~~Products ~~objective in acquiring a desirable target business~~ with ~~growth~~good ~~potential~~quality onand ~~favorable~~lower ~~terms~~cost.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from existing competitors of the business we acquire. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number of competitors, including those with far greater financial, marketing, technical and other resources than the initial competitors in the industry in which we seek to operate. The degree of competition characterizing the industry of any prospective target business cannot presently be ascertained. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively, especially to the extent that the target business is in a high-growth industry.7

Employees

Mr. YuRaymond ~~Yam Anthony Chau~~Chen, our ~~CEO~~Chief Executive Officer and ~~CFO~~Chief Financial Officer, is our sole executive officer. Mr. ~~Chau is~~Chen ~~not~~devotes ~~obligated~~his tofull ~~devote any specific number of hours per week and, in fact, intends to devote only as much~~ time ~~as he deems~~ ~~reasonably necessary~~ to ~~administer~~administering the Company’s ~~affairs until such time as a~~ business ~~combination~~operations isand ~~consummated~~other affairs. ~~The~~As ~~amount~~we ~~of time~~further hedevelop ~~will~~our ~~devote~~business, inwe ~~any~~intend ~~time period will vary based on the availability of suitable target businesses~~ to ~~investigate.~~hire ~~We do not intend~~additional topersons ~~have~~on ~~any~~an ~~full~~as-~~time~~needed ~~employees prior to the consummation of a business combination~~basis.

~~Conflicts~~Legal ~~of Interest~~Proceedings

~~The Company’s management~~ There is ~~not~~no ~~required~~material ~~to commit~~litigation, ~~its full time to the Company’s affairs. As a result~~arbitration, ~~pursuing~~governmental ~~new~~proceeding ~~business opportunities may require a longer period of time than if management would devote full time to the Company’s affairs. Management is not precluded from serving as an officer~~ or ~~director of~~ any other ~~entity~~legal ~~that~~proceeding iscurrently ~~engaged~~pending inor ~~business~~known ~~activities similar~~ to ~~those~~be ~~of the Company. Management has not identified and is not currently~~contemplated ~~negotiating~~against ~~a new business opportunity for~~ us. Inor ~~the~~any ~~future,~~member of our management ~~may~~team ~~become associated or affiliated with entities engaged~~ in ~~business~~their ~~activities~~capacity ~~similar~~as tosuch, ~~those~~and we ~~intend~~and tothe ~~conduct.~~member Inof ~~such event,~~ our management ~~may~~team have ~~conflicts~~not ~~of interest in determining~~been subject to ~~which~~any ~~entity~~such aproceeding ~~particular~~in ~~business~~the ~~opportunity~~10 ~~should~~years bepreceding ~~presented. In~~ the ~~event~~date ~~that~~of ~~the~~this ~~Company’s~~report. ~~management~~We ~~has~~may ~~multiple~~however ~~business affiliations~~be involved, ~~our~~from ~~management~~time ~~may have legal obligations~~ to ~~present~~time, ~~certain~~in ~~business~~claims and ~~opportunities~~lawsuits incidental to ~~multiple entities. In~~ the ~~event~~conduct ~~that a conflict~~ of ~~interest~~our ~~shall~~business ~~arise,~~in ~~management~~the ~~will~~ordinary ~~consider~~course. ~~factors~~We ~~such~~carry asinsurance ~~reporting~~coverage ~~status,~~in ~~availability~~such ofamounts ~~audited~~as ~~financial~~we ~~statements,~~believe ~~current~~to ~~capitalization~~be ~~and~~reasonable under the ~~laws~~circumstances ofand ~~jurisdictions.~~that Ifmay ~~several business opportunities~~ or ~~operating~~may ~~entities~~not ~~approach~~cover ~~management~~any ~~with respect~~or toall aof ~~business~~our ~~combination,~~liabilities ~~management~~in ~~will~~respect ~~consider~~of ~~the~~these ~~foregoing~~matters. ~~factors~~We do asnot ~~well~~believe asthat the ~~preferences~~ultimate ofresolution ~~the management~~ of ~~the operating~~these ~~company.~~matters ~~However,~~will ~~management~~have ~~will~~a ~~act~~material inadverse ~~what~~impact iton ~~believes~~our ~~will~~consolidated befinancial inposition, cash ~~the~~flows ~~best~~or ~~interests~~results of ~~the~~operations, ~~stockholders~~but ofcannot ~~the~~guarantee ~~Company~~same.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

The Company’s corporate office is located at 630 Fifth Avenue, Suite 2338, New York, NY 10111, which space is provided to us on a rent-free basis by New York Listing Management Inc. The Company believes that the office facilities are sufficient for the foreseeable future and this arrangement will remain until we find a new business opportunity.

ITEM 3. LEGAL PROCEEDINGS

~~None~~We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we may be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is currently quoted on the OTC market “Pink Sheets” under the symbol EMAX and has very limited trading. We cannot assure you that there will be a market in the future for our common stock. The closing price of our common stock on the OTC on ~~September~~October 2111, ~~2021~~2023 was $ 10.75602 per share. As of ~~September~~October 1611, ~~2021~~2023, our shares of common stock were held by approximately 47 stockholders of record. The transfer agent of our common stock is Standard Registrar and Transfer Company, Inc. at 440 East 400 South, Suite 200, Salt Lake City, UT 84111. Their phone number is (801) 571-8844.

Dividends

Holders of common stock are entitled to dividends when, as, and if declared by the board of directors of the Company (the “Board of Directors”), out of funds legally available therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

No equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal year ended June 30, ~~2022~~2023 and ~~2021~~2022.

Recent Sales of Unregistered Securities

None.

Recent Purchases of Equity Securities by us and our Affiliated Purchasers

None.

ITEM 6. SELECTED FINANCIAL DATA

[Reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the consolidated financial statements of the Company thereto, which appear elsewhere in this Annual Report on Form 10-K, and should be read in conjunction with such financial statements and related notes included in this report. Except for the historical information contained herein, the following discussion, as well as other information in this report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Annual Report on Form 10-K.

Management’s Plan of Operation

The following discussion contains forward-looking statements. 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.

Overview

~~The~~On ~~Company’s~~February ~~current~~16, ~~business~~2023, ~~objective~~the isCompany toentered ~~seek~~into athe ~~business~~Sale ~~combination~~Agreement with anRocitin. ~~operating~~Under ~~company.~~the Weterms ~~intend~~of tothe ~~use~~Sale Agreement, the Company’s has agreed ~~limited~~to ~~personnel~~purchase ~~and~~10,000 ~~financial~~bottles ~~resources~~of inRocitin ~~connection~~NMN, ~~with~~a ~~such~~nutritional ~~activities.~~supplement ~~The~~manufactured ~~Company~~by ~~will~~Pharmazeutische ~~utilize~~Fabrik ~~its~~Evers ~~capital~~GmbH ~~stock,~~& ~~debt~~Co. orKG, a ~~combination~~ German company, in which each bottle contains 60 capsules, 10080 mg of ~~capital~~NMN, ~~stock~~at ~~and~~HK ~~debt~~$500 (approximately $64.01) per bottle (the “Products”), with inthe ~~effecting~~initial ashipment ~~business~~of ~~combination~~2,000 bottles from Rocitin. ItExcept ~~may~~for bethe ~~expected~~payment ~~that~~of ~~entering~~the ~~into~~initial ashipment ~~business~~of ~~combination~~2,000 ~~will~~bottles ~~involve~~of the Products made on March 1, 2023, the ~~issuance~~payment of ~~restricted~~the ~~shares~~residual 8,000 bottles of ~~capital~~the ~~stock.~~Products ~~The~~shall ~~issuance~~be made within 45 days from the date of ~~additional~~each ~~shares~~invoice from Rocitin to the Company. Pursuant to the Sale Agreement, Rocitin will deliver the Products to the location specified by the Company within 15 days of ~~our~~the ~~capital~~payment ~~stock:~~being made.

●On March ~~may~~1, ~~significantly~~2023, ~~reduce~~the Company entered the ~~equity~~Distributor ~~interest~~Agreement with Rocitin. Under the terms of ~~our~~the ~~stockholders;~~Distributor ●Agreement, ~~will~~Rocitin shall ~~likely~~store ~~cause~~the aProducts ~~change~~purchased by the Company from it pursuant to the Sale Agreement in ~~control~~an ifappropriate warehouse leased by it in Hong Kong, distribute the Products on a ~~substantial~~non-exclusive ~~number~~basis, ofand ~~our~~use ~~shares~~its best efforts to promote and maximize the sale of ~~capital~~the Products ~~stock~~within ~~are~~Hong ~~issued~~Kong, Macau, Taiwan and ~~most~~China ~~likely~~(collectively, ~~will~~the ~~also~~“Territory”) ~~result~~on inbehalf of the ~~resignation~~Company, oras ~~removal~~well as provide reasonable after-sale support to the purchasers of ~~our~~the ~~present~~Products. ~~officer~~In ~~and~~addition, ~~director;~~Rocitin ~~and~~shall ●provide ~~may~~monthly ~~adversely~~reports ~~affect~~to the Company ~~prevailing~~due ~~market~~by ~~price~~the ~~for~~15th ~~our~~of ~~common~~each ~~stock~~month concerning the Products’ sales and the marketing activities of the previous month.

~~Similarly~~Pursuant to the Distributor Agreement, the Company and Rocitin shall share any gross profit generated by the distribution of the Products on a if50/50 webasis; ~~issued~~that ~~debt~~is, ~~securities~~revenue generated from sales of the Products to third parties minus the original purchase price of the Products paid by the Company to Rocitin, itwill ~~could~~be ~~result~~shared ~~in:~~between the Company and Rocitin on a 50/50 ratio (the “Sharing Ratio”).

●As of ~~default~~June ~~and~~30, ~~foreclosure~~2023, onRocitin delivered ~~our~~6,000 ~~assets~~bottles ifof ~~our~~the ~~operating~~Products ~~revenues~~that ~~after~~the aCompany purchased ~~business combination were insufficient~~ to ~~pay our debt obligations; ● acceleration of our obligations to repay~~ the ~~indebtedness~~warehouse ~~even~~leased ifby weit ~~have~~in Hong ~~made~~Kong ~~all~~and ~~principal~~distributed and ~~interest~~sold ~~payments~~approximately ~~when~~4,952 ~~due~~bottles ifof the ~~debt~~Products ~~security~~in ~~contained covenants that required~~ the ~~maintenance~~Territory, ofin ~~certain~~accordance ~~financial~~with ~~ratios~~the orDistributor ~~reserves~~Agreement, which ~~and~~generated ~~any~~gross ~~such~~revenue ~~covenants were breached without a waiver or renegotiations~~ of ~~such~~approximately ~~covenants;~~HK ~~● our immediate payment of all principal and accrued interest~~$3,327,744 if(approximately ~~any~~$424,391). ifThe ~~the~~Company ~~debt security~~ was ~~payable~~allocated onHK ~~demand; and ● our inability to obtain additional financing~~$2,901,872, ~~if necessary~~(approximately $370,079) iffrom the ~~debt~~gross ~~security~~profit, ~~contained~~which ~~covenants~~amount ~~restricting~~represents ~~our~~the ~~ability~~Sharing toRatio, ~~obtain~~as ~~additional~~stipulated ~~financing~~in ~~while~~the ~~such~~Distributor ~~security was outstanding.~~Agreement

~~Results~~As ofthe ~~Operations~~Company ~~during~~intends ~~the~~to ~~year~~further ~~ended~~develop ~~June~~the 30preceding business operation, ~~2022~~its asmanagement ~~compared~~also continues to ~~the~~seek ~~year~~other ~~ended~~prospective ~~June~~new business ~~30, 2021~~opportunities.

WeThe ~~have~~Company’s ~~not~~management ~~generated~~has ~~any~~substantial ~~revenues~~flexibility ~~during~~in ~~the~~identifying ~~years 2022~~ and ~~2021.~~selecting Weprospective ~~had~~new ~~total~~business ~~operating~~opportunities. ~~expenses~~The ~~of $105,448 related to general and administrative~~Company ~~expenses~~is ~~during~~dependent ~~the~~on ~~year ended June 30, 2022 compared to total operating expenses of $95,028 during~~ the ~~year~~judgment ~~ended June 30, 2021. We incurred interest expense~~ of ~~$9,158~~its ~~during~~management ~~the~~in ~~year~~connection ~~ended~~with ~~June~~this ~~30, 2022 compared to interest expense of $8,583 during the year ended June 30, 2021~~process. ~~During~~In ~~the~~evaluating ~~year~~a ~~ended~~prospective ~~June~~business 30opportunity, ~~2022 and 2021,~~ we would ~~had a net loss of $114~~consider,~~605~~ ~~and~~among ~~$103,611,~~other ~~respectively~~factors, ~~mainly~~the ~~due to our increased general and administrative expenses.~~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 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 potential targets and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 pandemic.

The Company 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

Results of Operations during the fiscal year ended June 30, 2023 as compared to the fiscal year ended June 30, 2022

We have generated $424,391 during the fiscal year ended June 30, 2023 and did not generate any revenues during the fiscal year 2022. We had total operating expenses of $176,512, including general and administrative expenses of $122,200, and sales expenses of $54,312 during the fiscal year ended June 30, 2023, compared to $105,448, including $105,448 general and administrative expenses during the fiscal year ended June 30, 2022. We incurred interest expenses of $22,188 during the fiscal year ended June 30, 2023, compared to interest expenses of $9,158 during the fiscal year ended June 30, 2022. During the years ended June 30, 2023, and 2022, we had a net loss of $89,920 and $114,605, respectively, mainly due to the change in company’s revenue in 2023.

Liquidity and Capital Resources

~~At present, the~~ The Company has norecently commenced its business ~~operations~~ operation and nohas limited cash resources other than advances ~~that~~ provided by our majority ~~stockholder~~shareholder or an affiliated party. We are dependent upon interim funding provided by our majority shareholder ~~stockholder~~ or an affiliated party to pay operating expenses and professional fees and expenses. Our majority ~~stockholder~~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~~generates ~~into~~sufficient aprofits ~~business~~to ~~combination~~pay these fees. The Company would be unable to continue as a going concern without interim financing provided by our majority ~~stockholder~~shareholder orand our affiliated party.

11If 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 limited financial resources to pay for such services.

IfThe wefollowing ~~require~~table ~~additional~~shows ~~financing,~~a wesummary ~~cannot~~of ~~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~~cash ~~stockholder~~flows orfor ~~our affiliated party to fulfill its filing obligations under~~ the ~~Exchange~~periods ~~Act. At present, the Company has no financial resources to pay for such services.~~presented:

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

	Fiscal Years Ended June 30,
	2023			2022			Change ‘23 vs. ‘22
Net cash (used in) provided by
Operating activities	$	(206,807	)	$	(124,871	)	$	(81,936	)
Financing activities		206,807			124,871			81,936
Increase (decrease) in cash	$	0		$	0		$	0

Net cash used in our operating activities was $206,807 and $124,871 for the fiscal years ended June 30, 2023 and 2022, respectively. The increase of $81,936 was due mainly to a $81,936 increase in operating assets.

Our financing activities generated a cash inflow of $206,807 and $124,871 for the fiscal years ended June 30, 2023 and 2022, respectively, due to the funds borrowed from our majority shareholder and an affiliated party and a loan from the lender (described below).

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

● filing of Exchange Act reports., ● ~~franchise~~the ~~fees~~current business operation, ● registered agent fees and accounting fees, ~~● Compensation to our management,~~ and ● investigating, analyzing and consummating an acquisition or business combination.

WeAs ~~estimate~~of ~~that~~June ~~these~~30, ~~costs~~2023, ~~will~~we behad current assets of $168,506, and on June 30, 2022, we had no current assets. As of June 30, 2023, we had $466,116 in ~~the~~liabilities, ~~range~~consisting of ~~one~~accounts ~~hundred~~payable ~~thousand~~of $17,422, an advance from a related party of $415,601, accrued interest due to ~~two~~related parties ~~hundred~~of ~~thousand~~$7,812 ~~dollars~~in ~~per~~one ~~year~~loan agreement, and ~~that~~accrued expenses of $25,280. As of June 30, 2022, we ~~will~~had be$207,690 in liabilities consisting ~~able~~of toaccounts ~~meet~~payable ~~these~~of ~~costs~~$3,250, asan ~~necessary~~advance from a related party of $191,091, toaccrued beinterest ~~loaned~~due to usrelated byparties ~~our~~of ~~majority~~$3,329 ~~stockholder~~in orone loan ~~our~~agreement, ~~affiliated~~and ~~party~~accrued expenses of $10,020.

As of June 30, 2022 and 2021, we had no current assets. As of June 30, 2022, we had $207,690 in current liabilities consisting of accounts payable of $3,250, note payable to a related party of $191,091, accrued interests due to related parties of $3,329, and accrued expenses of $10,020. As of June 30, 2021, we had $93,085 in liabilities consisting of accounts payable of 7,664, note payable to a related party of $59,725, accrued interest due to related parties of $666, and accrued expenses of $25,030.11

OnDuring ~~January~~the 6fiscal year ended June 30, ~~2021~~2023, ~~Ivo~~we ~~Heiden~~had ~~waived~~negative ~~the~~cash ~~accrued~~flow ~~interests~~from ~~and~~operating ~~liabilities~~activities of ~~the~~$206,807, ~~loan~~due ~~agreement~~to ~~between~~a ~~him~~net loss of $89,920, and a ~~the~~change ~~Company~~in ~~dated~~operating ~~September 1,~~assets. ~~2017,~~We ~~and~~financed ~~two~~our ~~convertible~~negative ~~notes~~cash ~~(one~~flow ~~dated~~from ~~May~~operations 1and $206,807 ~~2020~~in advances from New York Listing Management, Inc, an affiliated party. During the ~~other~~fiscal ~~October~~year 12ended June 30, ~~2018)~~2022, ~~for~~we ~~the~~had ~~total~~negative ~~amount~~cash flow from operating activities of $~~225~~124,~~487~~871, mainly due to a net loss of $114,605 offset by a decrease in accounts payable and ~~the~~accrued ~~Company~~liabilities of $10,266. We financed our negative ~~recorded~~cash ~~such~~flow ~~amount~~from asoperations ~~additional~~and ~~paid~~$124,871 in ~~capital~~advances ~~accordingly~~from New York Listing Management, Inc, an affiliated party.

WeThe ~~had~~Company acurrently ~~negative~~plans to satisfy its cash ~~flow~~requirements for the next 12 months through borrowings from ~~operations~~New ofYork ~~$124~~Listing Management,~~871~~ Inc, ~~during~~as well as from the ~~year~~revenue ~~ended~~generated ~~June~~from 30operations, ~~2022~~and ~~mainly~~believes ~~due~~it tocan asatisfy ~~net~~its ~~loss~~cash ofrequirements ~~$114,605~~so ~~offset~~long as it is able to byobtain asuch ~~decrease~~financing infrom ~~accounts~~New ~~payable~~York Listing Management, Inc and ~~accrued~~the ~~liabilities~~current ofbusiness ~~$10,266~~operation continues successfully. WeThe ~~financed~~Company ~~our~~expects that ~~negative~~money ~~cash~~borrowed ~~flow~~and generated from ~~operations~~such sources will be used during the ~~year~~ ~~ended~~next ~~June~~12 ~~30,~~months ~~2022~~to ~~through~~satisfy ~~advances~~the ~~made~~Company’s byoperating ~~our~~costs, professional ~~affiliated~~fees ~~party~~and ofgeneral ~~$124,871~~corporate purposes.

WeOn ~~had~~March 31, 2021, we entered into a ~~negative~~loan ~~cash~~agreement ~~flow~~with ~~from~~New ~~operations~~York ofListing ~~$65~~Management,~~684~~ ~~during~~Inc, ~~the~~a ~~year~~related ~~ended~~party, ~~June~~under ~~30,~~which ~~2021~~we ~~mainly~~are ~~due~~able to areceive funding ~~net~~of ~~loss~~up ofto $~~103~~200,~~611~~000 ~~offset~~for general operating expenses from time-to-time as needed by the Company (the “NYLM Loan Agreement”). The NYLM Loan Agreement bears an ~~increase~~interest inrate ~~accounts~~of ~~payable~~8% per annum and ~~accrued~~is ~~liabilities~~due and payable on the date that is three hundred sixty-six (366) days from the date of ~~$37~~such loan agreement. On March 31,~~927~~ 2022, we extended the NYLM Loan Agreement with New York Listing Management, Inc and such loan agreement was to mature on March 31, 2023. WeOn ~~financed~~April ~~our~~1, ~~negative~~2023, ~~cash~~we ~~flow~~re-signed ~~from~~the ~~operations~~NYLM ~~during~~Loan Agreement with New York Listing Management, Inc, and the ~~year~~loan agreement has no expiration, is due on demand, and the borrowing limit has been increased ~~ended~~to $800,000. As of June 30, ~~2021~~2023 ~~through~~and ~~advances~~2022, ~~made~~the byoutstanding ~~our~~balance ~~affiliated~~on ~~party~~this loan was $415,601 and $191,091, respectively, with accrued interest of $657,~~684~~812 and $3,329, respectively. As of June 30, 2023, we expensed interest of $22,188, related to the NYLM Loan Agreement.

The Company ~~currently~~intends ~~plans~~ to ~~satisfy~~repay ~~its cash requirements for~~ the ~~next~~loan ~~12 months through borrowings~~ from New York Listing Management ~~Inc.~~, an ~~affiliated party, and believes it can satisfy its cash requirements so long as it is able to obtain financing from New York Listing Management~~ Inc. ~~The~~at 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 September 1, 2017, we formalized a ~~verbal funding agreement and entered into a loan agreement with Ivo Heiden, our then sole officer and director, under which we receive funding of up to $100,000 for general operating expenses from~~ time~~-to-time~~ aswhen ~~needed~~it byhas the ~~Company.~~cash ~~The~~resources ~~loan bore an interest rate of 8% per annum and was due and payable on a date three hundred sixty-six (366) days from the date of the loan agreement. On May 1, 2020, the loan agreement was extended~~ to ~~September~~ 1,do ~~2021~~so. ~~As of January 6, 2021, the Company has received a total of $34,114 under this loan agreement. On January 6, 2021, Mr. Heiden waived all principal and interests owed by the Company.~~

~~On March 31, 2021, we entered into a loan agreement~~The ~~with~~Company ~~New~~has ~~York~~only ~~Listing~~limited ~~Management Inc~~capital., aAdditional ~~related~~financing ~~party,~~is ~~under~~necessary ~~which we are able to receive funding of up to $200,000~~ for ~~general~~the ~~operating expenses~~Company ~~from time-~~to~~-time~~ continue as ~~needed~~a bygoing ~~the Company (the “NYLM Loan Agreement”)~~concern. ~~The~~Our ~~NYLM~~independent ~~Loan~~auditors issued ~~Agreement bears~~ an ~~interest rate~~unqualified ofaudit 8%opinion ~~per~~for ~~annum and is due and payable on~~ the ~~date~~years ~~that~~ended 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 June 30, ~~2022,~~2023 and ~~June~~2022 ~~30, 2021, the outstanding balance on this loan was $191,091 and $59,725, respectively,~~ with ~~accrued interest~~an ofexplanatory ~~$3,329~~paragraph ~~and~~expressing ~~$666,~~uncertainty ~~respectively.~~as Asto ofthe ~~June~~Company’s ~~30,~~ability ~~2022, we expensed interest of $9,158, related~~ to ~~this~~remain ~~NYLM~~as ~~Loan~~a ~~Agreement~~going concern.

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 June 30, ~~2022~~2023 and ~~2021~~2022, 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.

Contractual Obligations and Commitments

As of June 30, 2022 and 2021, we did not have any contractual obligations.

Significant Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the years ended June 30, ~~2022~~2023 and ~~2021~~2022, and are included elsewhere in this annual report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

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.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Not~~Effective ~~Applicable~~as of April 27, 2023, the Board of Directors of 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.

During the two fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through April 26, 2023, neither the Company nor anyone acting on its behalf has consulted with Qi with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to us by Qi that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

On April 27, 2023, the Board of Directors of the Company notified M&K CPAS, PLLC (the “Former Auditor”) that the Former Auditor was dismissed as the Company’s independent registered public accounting firm. The decision to dismiss the Former Auditor was approved by the Board of Directors of the Company.

The 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.

During fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through April 26, 2023, there were no disagreements as described under Item 304(a)(1)(iv) of Regulation S-K with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused the Former Auditor to make reference to the subject matter thereof in connection with its reports on the financial statements of the Company for such years. In addition, during the fiscal years ended June 30, 2022 and 2021, and the subsequent interim period through April 26, 2023, there were no reportable events as described under Item 304(a)(1)(v) of Regulation S-K.

The Former Auditor furnished a letter addressed to the U.S. Securities and Exchange Commission stating it agrees with the above statements. A copy of the Former Auditor’s letter, dated May 2, 2023, was attached as Exhibit 16.1 of Form 8-k the Company filed with the Securities and Exchange Commission on May 2, 2023.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of June 30, ~~2022~~2023, the Company’s Chief Executive Officer conducted an evaluation regarding the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures as provided under the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013), our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective because of the identification of material weaknesses, including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting during the fiscal year ended June 30, ~~2022~~2023. The Company has no formal control process related to the identification and approval of related party transactions. As a ~~shell~~ company, that has just commenced its business operation, the Company currently has ~~no operations and~~ limited personnel, and, itas ~~has~~of tothe date ~~not~~of this report, it has not taken corrective actions ~~for~~to address the ineffective disclosure controls and procedures. The Company intends to take corrective actions in the future when ~~its~~it ~~starts~~generates ~~operations~~sufficient profits to do so.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of June 30, ~~2022~~2023 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on our assessment and those criteria, we have concluded that our internal control over financial reporting ~~were~~was ineffective because of the identification of material weaknesses, including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting during the year ended June 30, ~~2022~~2023. The Company has no formal control process related to the identification and approval of related party transactions. As a ~~shell~~ company, that has just commenced its business operation, the Company currently has ~~no operations and~~ limited personnel, and, itas ~~has~~of tothe date of this report, it has not taken corrective actions ~~for~~to address the ineffective disclosure ~~internal~~controls ~~control~~and ~~over its financial reporting~~procedures. The Company intends to take corrective actions in the future when ~~its~~it ~~starts~~generates ~~operations~~sufficient profits to do so.

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal year ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the ~~names~~name and ~~ages~~age of the sole member of our Board of ~~Director~~Directors and ~~our~~ executive ~~officers~~officer of the Company and the positions ~~held by~~he ~~each~~holds.

Name	Age	Title
Yu Yam, Anthony, Chau	46	Chief Executive Officer, Chief Financial Officer, sole director and Chairman of the Board
Raymond Chen	40	Chief Executive Officer, Chief Financial Officer, Director and Chairman of the Board of Directors

14Mr. Chen has extensive experience in the financial industry and in company management. From September 2010 to January 2015, he served as a business advisor to many start-ups in the United States. From April 2016 to September 2022, Mr. Chen served as a senior financial advisor of Qianhai Meijiao (Shenzhen) Consulting Management Co., Ltd, a company based in Shenzhen, China. Mr. Chen obtained his M.B.A degree from Campbellsville University, Kentucky, in 2007, and obtained his Bachelor degree in accounting from Nanjing Tech University, China, in 2006. Mr. Chen has not been a director of any public company in the last three years.

Yu Yam, Anthony, Chau, 46, has been our Chief Executive Officer, Chief Financial Officer, sole director and Chairman of the Board of Directors since March 11, 2021. Mr. Chau has over 20 years of experience in providing financial advisory and corporate service to companies across various industries. From March 1998 to January 2014, Mr. Chau worked at W. M. Sum & Co., an audit firm, as an audit trainee and his last position held was senior auditor during which he was responsible for preparing audit reports and advising on tax matters for private companies in Hong Kong and the PRC, such as property investors, manufacturers, property developers and securities traders. Mr. Chau then acted as group financial controller to Rising Peak Investment Guangzhou Company Limited, an investment company, between February 2014 and August 2015, where he was mainly responsible for financial and company secretarial matters. From September 2015 to November 2018. Mr. Chau served as group financial controller to Wide Strong Resources Limited, an investment company, during which he supervised the initial public offering of a PRC company on the Shenzhen Stock Exchange and was involved in subsequent fund-raising activities. Mr. Chau received a Bachelor in Business (Accounting and Finance) from the University of Technology Sydney in Australia in May 1998. Mr. Chau completed the CPA qualification program with the Hong Kong Institute of Certified Public Accountants in September 2010. In January 2011, Mr. Chau became a certified public accountant of the Hong Kong Institute of Certified Public Accountants and has been registered as a practicing certified public accountant since January 2015. In March 2018, Mr. Chau became a fellow of the Hong Kong Institute of Certified Public Accountants. Mr. Chau has not been a director of any public company in the last three years.

Directors’ Compensation

Our director holds office until the next annual meeting of stockholders and until his successor has been duly elected and qualified. ~~There~~ There are no agreements with respect to the election of directors. We do not compensate our directors. Officers ~~are~~of the Company are appointed annually by the Board of Directors and each executive officer serves at the discretion of the Board of Directors.

Committees of the Board of Directors

Our Board of Directors has not established any committees, including an audit committee, a compensation committee, a nominating committee or any committee performing a similar function. The functions of those committees are being undertaken by our sole board member. Because we have only one director and do not have any independent directors, the establishment of committees of the Board of Directors would not provide any benefits to our company and could be considered more form than substance, as of the date of this report.

Involvement in Certain Legal Proceedings

To the best of our knowledge, our sole director and executive officer has not, during the past ten years:

	●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
	●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
	●	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

AsThe aCompany ~~shell company, we currently have not~~ adopted a ~~code~~Code of ~~ethics.~~Ethics Wepursuant ~~plan~~ to ~~adopt~~rules adescribed ~~code~~in ofRegulation ~~ethics when we become an operating company~~S-K.

Family Relationships

There are no family relationships ~~among~~between the director and executive officer of the Company.

ITEM 11. EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and Chief Financial Officer who occupied such position at the end of our latest fiscal year.

							~~Stock Option~~	~~Stock~~	Stock Option	~~All Other~~		Stock		All Other
		Salary			Bonus		Awards	Awards		Compensation	Total
Name and			Salary			Bonus			Awards			Awards		Compensation		Total
Name and Principal Position	Year		($)		($)		($)	(#)		($)		($)
Principal Position	Year		($)			($)			($)			(#)		($)		($)
Yu Yam, Anthony, Chau Chief Executive Officer and Chief Financial Officer (1)	2021	$	24,000		N/A		N/A	N/A		N/A	$	24,000
Raymond Chen Chief Executive Officer and Chief Financial Officer(1)	2022		$	54,000			N/A			N/A			N/A		N/A	$	54,000
	2022	$	72,000		N/A		N/A	N/A		N/A	$	72,000
	2023		$	54,000			N/A			N/A			N/A		N/A	$	54,000

(1) Mr. ~~Chau~~Chen received employment compensation pursuant to an employment agreement entered into with the Company dated ~~March~~September 1130, ~~2021~~ 2022 as the Company’s Chief Executive Officer and Chief Financial Officer.

Option Grants in Last Fiscal Year

The Company did not grant any options in the fiscal year ended June 30, ~~2022~~2023.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement, or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

Employment Agreements

The Company has not entered into employment agreements with officers and other key employees except as disclosed in this Item 11.

Equity Compensation Plan

The Company does not have any Equity Compensation Plan.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance for directors and officers against liability.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of our common stock as of June 30, ~~2022~~2023. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group.

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

Name of Beneficial Owner	Common Stock Beneficially Owned		Percentage of Common Stock Owned
Director and Officers
Yu Yam, Anthony, Chau (1)		0		0	%
Raymond Chen(1)		0		0	%
5% Stockholders
5% Shareholders
Clark Orient (BVI) Limited		2,020,500		84.861	%
ROOM 2906, 29/F CHINA ONLINE CENTRE 333 LOCKHART ROAD, WANCHAI HONG KONG CHINA
Palatin AG		156,000		6.552	%
Beethovenstrasse 43
8022 Zuerich, Switzerland
All officers and directors as a group (one person)		0		0	%

(1) The address of Mr. ~~Chau~~Chen is 630 Fifth Avenue, Suite 2338, New York, NY, 10111

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the years ended June 30, ~~2022~~2023 and ~~2021~~2022, New York Listing Management Inc. made cash advances of $~~131~~224,~~366~~510 and $59131,~~275~~336, respectively, to the Company for franchise taxes, audit fees and registered agent fees. As of June 30, ~~2022~~2023 and ~~2021~~2022, the Company owed $3415,~~329~~601 and $~~666~~191,091, respectively, in accrued interest to New York Listing Management Inc. The interest for these advances is 8%.

During the years ended June 30, 2022 and 2021, our then director, Mr. Heiden made cash advances of $0 and $5,959, respectively, to the Company for franchise taxes, audit fees and registered agent fees. As of June 30, 2022 and 2021, the Company owed $0 and $0, respectively, in accrued interest to Mr. Heiden. The interest for these advances is 8%. On January 6, 2021, Mr. Heiden has waived the accrued interests and liabilities of the Loan Agreement and two convertible notes (one dated May 1, 2020, the other October 12, 2018) for the total amount of $225,487, the Company has recorded such amount as additional paid in capital accordingly.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The Company’s Board of Directors ~~has~~ appointed M&K CPAS, PLLC as the Company’s independent public accountant for the fiscal year ended June 30, 2022. The Company’s Board of Directors has appointed Qi CPA LLC as the Company’s independent public accountant for the fiscal year ended June 30, 2023 and ~~2021~~quarterly periods ended March 31, 2023, September 30, 2023, December 31, 2023 and March 31, 2024.

Principal Accounting Fees

The following table presents the fees for professional audit services rendered by M&K CPAS, PLLC for the audit of the Company’s annual financial statements for the ~~years~~fiscal year ended June 30, 2022 ~~and 2021~~, and fees billed for other services rendered by M&K CPAS, ~~PLLC~~ PLLC during ~~those~~the ~~periods~~period.

	Year Ended
	June 30, 2022		~~June 30, 2021~~
Audit fees	$	10,750	$	~~6,875~~
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
In total		10,750		~~6,875~~

17The following table presents the fees for professional audit services rendered by Qi CPA LLC for the audit of the Company’s annual financial statements for the fiscal year ended June 30, 2023, and fees billed for other services rendered by Qi CPA LLC during such period.

	Year Ended
	June 30, 2023
Audit fees	$	15,000
Audit Related Fees
Tax Fees
All Other Fees
In total		15,000

Effective May 6, 2003, the SEC adopted rules that require that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

	●	approved by our audit committee; or
	●	entered into pursuant to preapproval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

We do not have an audit committee. Our sole director preapproves all services provided by our independent registered public accounting ~~firm~~firms. However, all of the above services and fees were reviewed and approved by the sole board member for the respective services were rendered.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

(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

Exhibit No.		Description
3.1		Certificate of Incorporation (incorporated by reference to our Form 10, Exhibit No.3.1, filed with the Securities and Exchange Commission on July 10, 2017)
3.2		Bylaws (incorporated by reference to our Form 10, Exhibit No.3.2, filed with the Securities and Exchange Commission on July 10, 2017)
3.3		Certificate of Amendment dated as of April 21, 2021 and Nevada State Business License dated as of April 22, 2021 (incorporated by reference to our Form 8-K, Exhibit No.3.2, filed with the Securities and Exchange Commission on May 26, 2021.)
3.4		Certificate of Change dated as of April 20, 2021 (incorporated by reference to our Form 8-K, Exhibit No.3.1, filed with the Securities and Exchange Commission on May 26, 2021.)
10.1		Sale of Goods Agreement between Ecomax, Inc. and Rocitin Company Limited. Dated February 16, 2023 (incorporated by reference to our Form 8-K, Exhibit No.10.1, filed with the Securities and Exchange Commission on March 22, 2023.)
10.2		Distributor Agreement between Ecomax, Inc. and Rocitin Company Limited. Dated March 1, 2023 (incorporated by reference to our Form 8-K, Exhibit No.10.1, filed with the Securities and Exchange Commission on March 22, 2023.)
14.1*		Code of Business Conduct and Ethics of the Registrant
16.1		Letter from M&K CPAS, PLLC to the U.S. Securities and Exchange Commission (incorporated by reference to our Form 8-K, Exhibit No.16.1, filed with the Securities and Exchange Commission on May 2, 2023.)
31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Extension Schema Document *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

101.INS		Inline XBRL Instance Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

* 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 Form 10-K 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.

ITEM 16. FORM 10-K SUMMARY

None.

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/ YuRaymond ~~Yam, Anthony, CHAU~~Chen
	Yu Yam, Anthony, CHAU
	Raymond Chen
	Chief Executive Officer and Chairman
	Chief Executive Officer, Director and Chairman of the Board of Directors
	(Principal Executive Officer)
	Date: August 26, 2022
	Date: October 13, 2023
By:	/s/ Raymond Chen
	Raymond Chen
	Chief Financial Officer
	(Principal Financial and Principal Accounting Officer)
	Date: October 13, 2023

By:	/s/ Yu Yam, Anthony, CHAU
	Yu Yam, Anthony, CHAU
	Chief Financial Officer
	(Principal Financial and Principal Accounting Officer)
	Date: August 26, 2022

ECOMAX, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No: 2738)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID No: 6631)	F-2
Financial Statements:
Consolidated Balance Sheets as of June 30, 2022 and 2021	F-3
Consolidated Balance Sheets as of June 30, 2023 and 2022	F-3
Consolidated Statements of Operations for the Years Ended June 30, 2022 and 2021	F-4
Consolidated Statements of Operations for the Years Ended June 30, 2023 and 2022	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended June 30, 2022 and 2021	F-5
Consolidated Statements of Stockholders’ Deficit for the Years Ended June 30, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2022 and 2021	F-6
Consolidated Statements of Cash Flows for the Years Ended June 30, 2023 and 2022	F-6
Notes to Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

~~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, ~~2022~~2023 and ~~2021, and~~ the related statements of operations, stockholders’ ~~deficit~~ deficiency, and cash flows for ~~each of~~ the ~~years in the two-~~year ~~period~~then ended ~~June 30~~, ~~2022,~~ 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 ~~the~~Ecomax, ~~Company~~Inc. as of June 30, 2023 ~~2022~~ and ~~2021 and~~ the results of its operations and ~~its~~ cash flows for ~~each~~ of the ~~years in the two-~~year ~~period~~then ended ~~June 30, 2022,~~ in conformity with accounting principles generally accepted in the United ~~States~~ ~~of America~~States.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about is ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 ~~audits~~ 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 ~~audits~~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. ~~Our~~The ~~audits included~~Company ~~performing~~is ~~procedures~~not required to ~~assess~~have, ~~the~~nor ~~risks~~were ofwe ~~material~~engaged ~~misstatement of the financial statements, whether due~~ to ~~error or fraud~~perform, ~~and~~an ~~performing~~audit ~~procedures~~of ~~that~~its ~~respond~~internal tocontrol ~~those~~over ~~risks~~financial reporting. ~~Such~~As ~~procedures~~part ~~included~~of ~~examining,~~our onaudit awe ~~test~~are ~~basis,~~required ~~evidence~~to ~~regarding~~obtain ~~the~~an ~~amounts and~~understanding ~~disclosures~~of ininternal control ~~the~~over financial ~~statements.~~reporting ~~Our~~but ~~audits~~not ~~also~~for ~~included evaluating~~ the ~~accounting~~purpose ~~principles~~of ~~used~~expressing ~~and~~an ~~significant~~opinion ~~estimates made~~on bythe ~~management,~~effectiveness asof ~~well as evaluating~~ the ~~overall~~Company’s ~~presentation~~internal control ofover ~~the~~ financial ~~statements~~reporting. WeAccordingly, ~~believe~~we ~~that~~express ~~our~~no ~~audits~~such ~~provide a reasonable basis for our~~ 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) ~~related~~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.

~~Due to~~Revenue ~~the~~Recognition– ~~net~~Refer ~~loss~~to ~~for~~Note ~~the year, the Company evaluated the need for a going concern.~~2

~~Auditing management’s~~Critical ~~evaluation~~Audit ofMatter ~~a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.~~Description

~~As discussed~~Revenue inrecognition ~~Note~~was 2,identified as the ~~Company~~critical audit ~~has~~matter ~~a going concern~~ due to ~~net~~fiscal ~~loss~~year ~~during~~2023 was the first year asthe ~~well~~Company asbegan ~~having~~make ~~negative~~sales ~~cash~~since ~~flows~~inception ~~from~~and ~~operations~~it is the first time the Company ~~during~~adopted ASC 606. Revenue recognized was significant to the ~~year~~financial ~~ended~~statements ~~June~~as ~~30,~~a ~~2022~~whole. The sale is from a sole product.

~~To evaluate~~How the ~~appropriateness~~Critical ofAudit ~~the~~Matter ~~going~~was ~~concern,~~Addressed wein ~~examined and evaluated~~ the ~~financial information along with management’s~~ ~~plans to mitigate the going concern and management’s disclosure on going concern.~~Audit:

~~/s/~~Our ~~M&K~~principal ~~CPAS,~~audit ~~PLLC~~procedures Werelated ~~have~~to ~~served as~~ the Company’s sales ~~auditor since 2016. Houston, Texas August 26, 2022~~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

October 13, 2023

We have served as the Company’s auditor since 2023.

F-2

ECOMAX, INC.

BALANCE SHEETS

Balance Sheets as of June 30, ~~2022~~2023 and ~~2021~~2022

	June 30,			June 30,
	2022			2021
	2023			2022
ASSETS
Current assets:
Cash	$	-		$	-
Total current assets		-			-
Accounts receivable		101,552			-
TOTAL ASSETS	$	-		$	-
Inventories		66,954
Total current assets		168,506			-
TOTAL ASSETS	$	168,506		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable – trade	$	3,250		$	7,664
Accounts payable - trade	$	17,422		$	3,250
Note payable - related party		~~191~~415,~~091~~601			59191,~~725~~091
Accrued interest related party		37,~~329~~812			~~666~~3,329
Accrued expenses		10,020			17,030
Accured expenses		25,280			10,020
Accrued expenses - related party		-			~~8,000~~-
Total current liabilities		207,690			93,085
Accured expenses		25,280			10,020
Total current liabilities		466,116			207,690
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 50,000,000 authorized; none issued and outstanding at June 30, 2022 and 2021.		-			-
Preferred stock, $0.0001 par value; 50,000,000 authorized; none issued and outstanding as of June 30, 2023 and 2022.		-			-
Common stock, $0.0001 par value; 450,000,000 shares authorized; 2,380,958 issued and outstanding at June 30, 2022 and 2021		238			238
Common stock, $0.0001 par value; 450,000,000 shares authorized; 2,380,958 issued and outstanding as of June 30, 2023 and 2022		238			238
Additional paid-in capital		286,524			286,524
Accumulated deficit		(~~494~~584,~~452~~372	)		(~~379~~494,~~847~~452	)
Total stockholders’ deficit		(~~207~~297,~~690~~610	)		(93207,~~085~~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

	2022			2021
	2023			2022
	Fiscal Year Ended June, 30
	2022			2021
	2023			2022
Revenues	$	-		$	-
Revenues:
Sales	$	424,391		$	-
Cost of goods sold		315,612			-
Gross profit		108,780			-
Cost and expenses:
General and administrative		105,448			95,028
Sales expenses		54,312
Total operating expenses		105,448			95,028
General and administrative		122,200			105,448
Total operating expenses		176,512			105,448
Other income and expenses
Interest expenses		922,~~158~~188			89,~~583~~158
Net loss	$	(~~114~~89,~~605~~920	)	$	(~~103~~114,~~611~~605	)
Per common share - basic and diluted
Basic and diluted net loss	$	(0.0504	)	$	(0.0405	)
Weighted average shares
Outstanding, basic and diluted		2,380,958			2,380,958

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		Stated or		Paid-in		Accumulated
	Number of Shares		Stated or Par Value		Paid-in Capital		Accumulated Deficit			Total
	Shares		Par Value		Capital		Deficit			Total
Balance as of June 30, 2021		2,380,958	$	238	$	286,524	$	(379,847	)	$	(93,085	)
Balance at June 30, 2020		2,380,958	$	238	$	61,037	$	(276,236	)	$	(214,961	)
Shares issued upon debt conversion		-		-		225,487		-			225,487
Net loss		-		-		-		(103,611	)		(103,611	)
Balance at June 30, 2021		2,380,958		238		286,524		(379,847	)		(93,085	)
						-
Balance at June 30, 2021		2,380,958	$	238	$	286,524	$	(379,847	)	$	(93,085	)
Net loss		-		-		-		(114,605	)		(114,605	)
Balance at 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	)
						-
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

	2022			2021
	2023			2022
	Fiscal Year Ended
	2022			2021
	2023			2022
Cash flows from operating activities:
Net loss	$	(~~114~~89,~~605~~920	)	$	(~~103~~114,~~611~~605	)
Adjustments to reconcile net loss to cash used in operating activities:
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued liabilities		(10,266	)		37,927
Accounts receivable		(101,552	)
Net cash used by operating activities		(124,871	)		(65,684	)
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		~~124~~206,~~871~~807			65124,~~684~~871
Net cash provided by financing activities		~~124~~206,~~871~~807			65124,~~684~~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	$	-		$	~~26,373~~-
Forgiveness of advances, related party	$	-		$	~~34,114~~-
Forgiveness of convertible short-term notes, related party	$	-		$	~~165,000~~-
Accrued interest to debt	$	617,~~495~~704		$	-6,495

See Summary of Significant Accounting Policies and Notes to Financial Statements.

F-6

Ecomax, Inc.

~~Background~~Notes ~~and~~to ~~Significant~~Financial ~~Accounting Policies~~Statements

June 30, ~~2022~~2023

Note 1. ~~The~~Organization ~~Company~~ and ~~Significant~~Nature ~~Accounting~~of ~~Policies~~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 450,000,000 shares of common stock and 50,000,000 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.

~~Basis~~Note 2. Summary of ~~Presentation:~~Significant Accounting Policies

We adopted “fresh-start” accounting as of June 15, 2006 in accordance with procedures specified by AICPA Statement of Position (“SOP”) No. 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code.

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 atas of June 30, ~~2022~~2023 or ~~2021~~June 30, 2022.

F-7

Property and Equipment:

New property and equipment are recorded at cost. ~~Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value.~~ 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~~ 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. AtAs of June 30, ~~2021~~2023 and ~~2020~~June 30, 2022, the carrying value of certain financial instruments (cash and cash equivalents, accounts ~~payable~~ 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.

~~Earnings~~Revenue ~~per Common Share:~~Recognition

WeIt ~~compute~~is ~~net~~the ~~income~~Company’s ~~(loss)~~policy ~~per~~that ~~share~~revenues from product sales are recognized in accordance with ~~ASC~~Accounting ~~260,~~Standards ~~Earning~~Codification ~~per~~(“ASC 606”) ~~Share~~“Revenue Recognition.” ~~ASC~~Five ~~260~~basic ~~requires~~steps ~~presentation~~must ofbe ~~both~~followed ~~basic~~to ~~and~~recognize ~~diluted~~revenue; (1) Identify contract(s) with ~~earnings~~a ~~per~~customer ~~share~~that creates enforceable rights and obligations; (~~EPS~~2) onIdentify ~~the~~performance ~~face~~obligations ofin the ~~income~~contract, ~~statement.~~such ~~Basic~~as ~~EPS~~promises isto transfer ~~computed~~goods byor ~~dividing~~services ~~net~~to ~~income~~a customer; (~~loss~~3) ~~available~~Determine the transaction price, (i.e. the amount of consideration in a contract to ~~common~~which ~~stockholders~~an ~~(numerator)~~entity bybelieves ~~the~~it ~~weighted~~is ~~average~~entitled ~~number~~in ofexchange ~~shares~~for ~~outstanding~~transferring promised goods or services to a customer); (~~denominator~~4) ~~during~~Allocate the ~~period.~~transaction price ~~Diluted~~to ~~EPS~~the ~~gives~~performance ~~effect~~ obligations in the contract, which requires the Company to ~~all~~allocate ~~dilutive~~the ~~potential~~transaction ~~common~~price ~~shares~~to ~~outstanding~~each ~~during~~performance obligation on the ~~period~~basis ~~using~~of the ~~treasury~~relative ~~stock~~standalone ~~method~~selling ~~and~~prices ~~convertible~~of ~~preferred~~each ~~stock using~~distinct good or services promised in the ~~if-converted~~contract; ~~method.~~and In(5) Recognize ~~computing~~revenue ~~Diluted~~when ~~EPS,~~(or as) the ~~average~~entity ~~stock~~satisfies ~~price~~a ~~for~~performance ~~the~~obligation ~~period~~by istransferring ~~used~~a inpromised ~~determining~~good ~~the~~or ~~number~~service ofto a customer. ~~shares~~The ~~assumed~~amount toof berevenue ~~purchased~~recognized ~~from~~is the ~~exercise~~amount ofallocated ~~stock~~to ~~options~~the orsatisfied ~~warrants~~performance obligation. ~~Diluted~~Adoption ~~EPS~~of ~~excludes~~ASC ~~all~~606 ~~dilutive~~has ~~potential~~not ~~shares if~~changed ~~their~~the timing and nature of the Company’s revenue recognition and there has been no material effect ison ~~anti-dilutive~~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.

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.

Earnings per Common Share:

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.

F-9

Uncertain Tax Positions:

The ~~Financial~~provisions ~~Accounting~~of ~~Standards~~ASC ~~Board issued Interpretation No. 48~~740-10-25, “Accounting for Uncertainty in Income Taxes ~~- an interpretation of FASB Statement No. 109~~, ~~Accounting for Income Taxes~~” ~~(“FIN~~prescribe ~~No.~~a ~~48”)~~more-likely-than-not ~~which~~threshold ~~was effective~~ for ~~the Company on January~~ 1,financial ~~2007.~~statement ~~FIN~~recognition ~~No.~~and 48measurement ~~addresses the determination~~ of ~~whether~~a tax ~~benefits~~position ~~claimed~~taken (or expected to be ~~claimed~~taken) onin a tax return ~~should be recorded in the financial statements~~. ~~Under~~This ~~FIN~~ASC ~~No.~~also ~~48, the Company may recognize the tax benefit from an uncertain tax position only if it is~~provides ~~more~~guidance ~~likely than not that the tax position will be sustained~~ on ~~examination by~~ the ~~taxing~~recognition ~~authorities based on the technical merits~~ of ~~the~~ ~~position.~~income ~~The~~ tax ~~benefits~~assets ~~recognized~~and inliabilities, ~~the~~classification ~~financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood~~ of ~~being~~current ~~realized~~and ~~upon~~deferred ~~ultimate~~income ~~settlement.~~tax ~~FIN~~assets ~~No.~~and ~~48 also provides guidance on derecognition~~liabilities, ~~classification,~~accounting for interest and penalties, ~~accounting~~associated inwith ~~interim~~tax ~~periods~~positions, and ~~disclosure~~related ~~requirements~~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. AtAs of June 30, ~~2021~~2023, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under ~~FIN~~ASC 48740.

Recently Issued Accounting Pronouncements:

In ~~October~~December ~~2018~~2019, the FASB issued ASU ~~2018~~2019-~~17,~~12 ~~Consolidation~~- Income Taxes (Topic ~~810~~740): ~~Targeted~~Simplifying ~~Improvements~~the Accounting for Income Taxes. This ASU provides an exception to the ~~Related~~general ~~Party~~methodology ~~Guidance~~ for ~~Variable Interest~~calculating ~~Entities.~~income ~~ASU~~taxes ~~2018-17~~in ~~changes~~an ~~how~~interim ~~entities~~period ~~evaluate~~when ~~decision~~a year-~~making~~to-date ~~fees~~loss ~~under~~exceeds the ~~variable~~anticipated loss ~~interest~~for ~~entity~~the ~~guidance~~year. ToThis ~~determine~~update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income ~~whether~~as ~~decision~~an income-~~making~~based ~~fees~~tax ~~represent~~and account for any incremental amount incurred as a ~~variable~~non-income-based ~~interest~~tax, (2) requires an entity ~~considers~~to ~~indirect~~evaluate when ~~interests~~a ~~held~~step-up ~~through~~in ~~related~~the ~~parties~~tax ~~under common~~basis ~~control~~of ongoodwill ashould ~~proportional~~be ~~basis,~~considered ~~rather~~part ~~than~~of the business combination in ~~their~~which ~~entirety.~~goodwill ~~This~~was ~~guidance~~originally ~~will~~recognized for beaccounting ~~adopted~~purposes ~~using~~and when it should be considered a ~~retrospective~~separate ~~approach~~transaction, and (3) requires that an entity reflect the effect of isan enacted change in tax laws or rates in the annual effective ~~for~~tax rate computation in the ~~Company~~interim onperiod ~~January~~that 1,includes ~~2020~~the enactment date. The Company adopted this ASU on ~~January~~July 1, ~~2020~~2021. Upon adoption, there was no effect to the Company.

F-10

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 January 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.

~~Note 2. Going Concern~~F-10

~~The~~Note ~~accompanying financial statements have been prepared assuming the Company will continue as a going concern~~3. ~~The~~Going Company has incurred losses, has negative operational cash flows and has no revenues. The future of the Company is dependent upon management success in its efforts and limited resources to pursue and effect a business combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.Concern

IfThe aaccompanying ~~business~~financial ~~combination~~statements ~~transaction~~have isbeen ~~not~~prepared ~~consummated,~~assuming wethe doCompany ~~not~~will ~~believe~~continue ~~that~~as wea ~~could~~going ~~succeed~~concern. inAs ~~raising~~of ~~additional~~June ~~capital~~30, ~~from~~2023, ~~unrelated~~the ~~parties,~~Company ~~needed~~had tono ~~sustain~~cash ~~our~~and ~~operations~~negative ~~without~~working capital ~~some~~of ~~strategic~~$297,610. ~~transaction~~For the years ended June 30, ~~such~~2023 asand aJune ~~business~~30, ~~combination~~2022, orthe ~~merger.~~Company Ifhad welosses ~~are~~of ~~unable~~$89,920 toand ~~consummate~~$114,605, respectively. ~~such~~These aconditions ~~transaction,~~raise wesubstantial ~~expect~~doubt ~~that~~about wethe ~~would~~Company’s ~~need~~ability to ~~cease~~continue ~~all~~as ~~operations~~a ~~and~~going ~~wind~~concern ~~down~~for a reasonable period of time. ~~Although~~The wefuture ~~are~~of ~~currently~~the ~~evaluating our~~Company ~~strategic~~is ~~alternatives~~dependent ~~with~~upon ~~respect~~management’s success in its efforts and limited resources to ~~all~~conduct ~~aspects~~the ofCompany’s ~~our~~current business,. weThese ~~cannot~~financial ~~assure~~statements ~~you~~do ~~that~~not include any ~~actions~~adjustments ~~that~~related weto ~~take~~the recoverability ~~would~~and ~~raise~~ classification of assets or ~~generate~~the ~~sufficient~~amounts ~~capital~~and toclassification ~~fully~~of ~~address~~liabilities that might be necessary should the Company ~~uncertainties~~be ofunable ~~our~~to ~~financial~~continue ~~position~~as a going concern.

~~Note~~Currently, 3the Company obtain capital from a significant shareholder to meet its minimal operating expenses. ~~Income~~If ~~Taxes~~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, a significant shareholder of the Company, under which we receive funding for general operating expenses from time-to-time as needed by the Company. 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. As of June 30, 2023 and June 30, 2022 the outstanding balance on this loan 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 this 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 this 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 $~~494~~575,~~452~~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.

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.

F-11

Schedule of Deferred Tax Assets

	June 30, 2022			June 30, 2021
	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	$	~~103~~55,~~835~~459		$	79103,~~768~~835
Less valuation allowance		(~~103~~55,~~835~~459	)		(79103,~~768~~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 48. Stockholders’ Equity

Common Stock

The certificate of incorporation authorizes the issuance of 450,000,000 shares of common stock, par value $0.0001. All issued shares of common stock are entitled to one vote per share of common stock. As of June 30, ~~2022~~2023, the Company has 2,380,958 shares of common stock issued and outstanding.

During the ~~year~~years ended June 30, ~~2022~~2023, and ~~2021~~2022, the Company did not issue any shares of common stock.

Preferred Stock

The certificate of incorporation authorizes the issuance of 50,000,000 shares of preferred stock with a par value of $0.0001 per share. None are issued.

Stock Based Compensation

There were no grants of employee or non-employee stock or options in either fiscal period ended June 30, ~~2022~~2023 and ~~2021~~2022.

Note 59. ~~Convertible~~Subsequent ~~Note~~Events

On October 12, 2018, we issued a $75,000 convertible promissory note to Ivo Heiden. The convertible note bears interest at 8% per annum until paid or converted. The conversion price of the note is $0.34 per share, the closing price of the Company’s common stock on the date of issuance. Interest will be payable upon the maturity date at October 12, 2020. On May 1, 2020, the convertible promissory note was extended to April 30, 2022. On January 6, 2021, the note holder waived interests and liability of the Company and terminated this note. During the years ended June 30, 2022 and 2021 the Company expensed interest of $0 and $3,008, respectively, related to this note. As of June 30, 2022, and June 30, 2021, the Company has recorded $0 and $0, respectively, in accrued interest with respect to this convertible note. Due to the forgiveness, the Company recorded $88,249, including $75,000 of the principal, and $13,249 of the accrued interests, into the additional paid in capital account, on January 6, 2021.

On May 1, 2020, we issued a $90,000 convertible promissory note to Ivo Heiden. The convertible note bears interest at 8% per annum until paid or converted. The conversion price of the note is $0.4 per share, the closing price of the Company’s common stock on the date of issuance. Interest will be payable upon the maturity date at May 1, 2022. On January 6, 2021, the note holder waived interests and liability of the Company and terminated this note. During the years ended June 30, 2022, and 2021 the Company expensed interest of $0 and $3,610, respectively, related to this note. As of June 30, 2022 and June 30, 2021, the Company has recorded $0 and $0, respectively, in accrued interest with respect to this convertible note. Due to the forgiveness, the Company recorded $94,813, including $90,000 of the principal, and $4,813 of the accrued interests, into the additional paid in capital account, on January 6, 2021.

F-12

On September 1, 2017, we entered into a Loan Agreement with Ivo Heiden, our sole officer and director, under which we receive funding for general operating expenses from time-to-time as needed by the Company. The Loan Agreement bears interest of 8% per annum and shall be due and payable on a date 366 days from the date of the loan. On May 1, 2020, the Loan Agreement was extended to September 1, 2021. On January 6, 2021, the balance of this loan and accrued interests were waived by Ivo Heiden and the Loan Agreement was terminated on the same day. As of June 30, 2022 and June 30, 2021, the outstanding balance on this loan was $0 and $0 with accrued interest of $0 and $0. During the years ended June 30, 2022 and 2021, the Company borrowed $0 and $0, respectively, under this Loan Agreement. During the years ended June 30, 2022 and 2021, we expensed interest of $0 and $1,299, respectively, related to this Loan Agreement. Due to the forgiveness, the Company recorded $42,425, including $75,000 of the total loan amount, and $8,311 of the accrued interests, into the additional paid in capital account, on January 6, 2021.

In accordance with ASC # 815, Accounting for Derivative Instruments and Hedging Activities, we evaluated the note holder’s non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the Convertible Note to determine whether the features qualify as an embedded derivative instrument at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted as derivative financial instruments.

Note 6. Related Party Transactions

Note Payable – related party:

On March 31, 2021, we entered into a Loan Agreement with New York Listing Management Inc, a related party of us, under which we receive funding for general operating expenses from time-to-time as needed by the Company. The Loan Agreement bears 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 As of June 30, 2022 and June 30, 2021 the outstanding balance on this loan was $191,091 and $59,725, with accrued interest of $3,329 and $666, respectively,. During the year ended June 30, 2022 and June 30, 2021, the Company borrowed $131,366 and $59,725, respectively, under this Loan Agreement. During the year ended June 30, 2022 and June 30, 2021 we expensed interest of $9,158 and $666, respectively, related to this Loan Agreement.

Note 7. 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-1312

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