Quarterly Report (10-q)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED JULY 31, 2013
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number  333-174334 

 

 

UMAX GROUP CORP.

 (Name of small business issuer in its charter)

 

Nevada (State or Other Jurisdiction of Incorporation or Organization)	5090 (Primary Standard Industrial Classification Number)	EIN 99-0364796 (IRS Employer Identification Number)

 

3923 West 6 ^th Street Ste 312

Los Angeles, CA 90020

Tel, [phone]

 (Address and telephone number of principal executive offices)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]  Accelerated filer [ ] Non-accelerated filer [ ]  Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [ X ]

 

State the number of shares 97,600,000 as of September 3, 2013.

 

 

 

 

 

 

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TABLE OF CONTENTS

 

 

 

PART I FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited )	3
	Balance Sheets	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation s	9
Item 3.	Quantitative and Qualitative Disclosures About Market Ris k	11
Item 4.	Controls and Procedure s	12
PART II OTHER INFORMATION
Item 1	Legal Proceeding s	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceed s	12
Item 3	Defaults Upon Senior Securitie s	12
Item 4	Submission of Matters to a Vote of Security Holder s	12
Item 5	Other Informatio n	13
Item 6	Exhibit s	13
	Signature s	13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                           

 

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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED) BALANCE SHEETS

 

	JULY 31, 2013	APRIL 30, 2013
ASSETS
Current Assets
Cash and cash equivalents	$              8,526	$              -
Prepaid expenses	2,250	-
Total Assets	$             10,778	$             -
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts Payable	$                 4,794	$                  -
Sales Tax Payable	73	-
Bank Overdraft	-	12
Indebtedness to related party	24,100	19,882
Total Liabilities	28,967	19,894
Stockholders’ Equity
Common stock, par value $0.001; 200,000,000 shares authorized, 97,600,000 shares issued and outstanding  as of April 30, 2013 and  July 31, 2013	97,600	97,600
Additional paid-in-capital	(11,678)	(69,300)
Deficit accumulated during the development stage	(67,733)	(48,194)
Total Stockholders’ Equity	(18,189)	(19,894)
Total Liabilities and Stockholders’ Equity	$             10,778	$            -

 

See accompanying notes to financial statements.

 

 

 

 

 

 

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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED) STATEMENTS OF OPERATIONS

	THREE MONTHS ENDED JULY 31, 2013	THREE MONTHS ENDED JULY 31, 2012	FOR THE PERIOD FROM MARCH 21, 2011 (INCEPTION) TO JULY 31, 2013
REVENUES	$                    7,400	$                     0	$                    7,400
Cost of Goods Sold	5,634	0	5,634
TOTAL REVENUE	$ 1,766		$ 1,766
OPERATING EXPENSES
General and Administrative Expenses	17,399	7,412	65,593
Professional Fees	3,906		3,906
TOTAL OPERATING EXPENSES	21,305	7,412	67,733
NET LOSS FROM OPERATIONS	(19,539)	(7,412)	(67,733)
PROVISION FOR INCOME TAXES	0	0	0
NET LOSS	(19,539)	(7,412)	$            (67,733)
NET LOSS PER SHARE: BASIC AND DILUTED	$             (0.00)	$              (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	97,600,000	5,690,000

 

See accompanying notes to financial statements.

 

 

 

 

 

 

 

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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED) STATEMENTS OF CASH FLOWS

	THREE MONTHS ENDED JULY 31, 2013	THREE MONTHS ENDED JULY 31, 2012	FOR THE PERIOD FROM MARCH 21, 2011 (INCEPTION) TO JULY 31, 2013
OPERATING ACTIVITIES
Net loss for the period	$                      (19,539)	$               (7,412)	$         (67,733)
Prepaid expenses	2,150	2,500	2,150
Accounts payable	(4,793)	(883)	(4,793)
Loan From Shareholder	24,100	-	24,100
Sales Tax Payable	73	-
CASH FLOWS USED IN OPERATING ACTIVITIES	(7,178)	(5,795)	(46,276)
FINANCING ACTIVITIES
Proceeds from sale of common stock	-	-	28,300
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	-	-	28,300
NET INCREASE IN CASH	8,527	(5,795)	8,527
Cash, beginning of period	0	9,965	0
Cash, end of period	$                       8,527	$                 4,170	$              8,527
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$                               0	$                         0	$                    0
Income taxes paid	$                               0	$                         0	$                    0

 

 

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 

 

 

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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED) NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2013

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Umax Group Corp. (the "Company") was incorporated under the laws of the State of Nevada, U.S. on March 21, 2011. We are a development stage company and our business is distribution of arcade machines. The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”  Since inception through July 31, 2013 the Company has not generated any revenue and has accumulated losses of $67,733.

 

NOTE 2 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $67,733 as of July 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.  

  

NOTE 3– SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

 

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions from Regulation S-X and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim period(s), and to make the financial statements not misleading, have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim period(s) are not necessarily indicative of operations for a full year.

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a April 30 fiscal year end.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $8,526 cash and cash equivalents as of July 31, 2013.

 

 

 

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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED) NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2013

 

NOTE 3– SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder.  The carrying amounts of cash and current liabilities approximate fair value because of the short-term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

 

Income Taxes

We account for income taxes as required by the Income Tax Topic of the FASB ASC, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2013.

 

 

 

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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED) NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2013

 

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

NOTE 4 –INDEBTEDNESS TO UNRELATED PARTY

 

An unrelated party  loaned an aggregate sum of $24,100  to the Company to pay for ,start up and organization fees. The amount is due on July 31,2014 , and bears an intrest rate of 3% and is unsecured. The balance due was $24,100 as of July 31, 2013.

 

NOTE 5 – COMMON STOCK

 

On July 30, 2012 the Company completed a forward stock split whereby every pre-split share of common stock is exchangeable for 40 shares of post-split common stock. Accordingly, all share and per share information has been restated to retroactively show the effect of the stock split.

 

On April 1, 2011, the Company issued 60,000,000 shares of common stock for cash proceeds of $1,500 at $0.000025 per share to its director. On April 7, 2011, the Company issued 120,000,000 shares of common stock for cash proceeds of $3,000 at $0.000025 per share to its director. For the period from April 30, 2012 to March 7, 2012 the Company issued 47,600,000 shares of common stock for cash proceeds of $23,800 at $0.0005 per share.

 

On July 30, 2012, two controlling shareholders cancelled an aggregate of 130,000,000 shares of Common Stock  which were returned to the status of authorized but unissued shares.

 

As of July 31, 2013, the Company had  97,600,000 shares of common stock issued and outstanding.

 

 

NOTE 6– INCOME TAXES

 

As of July 31, 2013, the Company had net operating loss carry forwards of $67,733 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

 

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from July 31, 2013 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.

 

 

 

 

 

 

 

 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

General

 

Umax Group Corp. was incorporated in the State of Nevada as a for-profit company on March 21, 2011 and established a fiscal year end of April 30. We  have minimal revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to develop and distribute our nutritional products to the growing nutritional industry. To date, we have had limited operations. We have developed our business plan, and begun minimal sales

 

Product

 

We plan to distribute the product line which consists of new and innovative nutritional products. We provide an expansive line of natural and organic nutrition and dietary supplements. Our product line provides dietary needs for weight loss, colon health, sexual health, body building, and general health and vitality. Our product line will continue to expand as our customer’s needs are determined.

Nutritional based products, daily exercise and healthy eating habits are all part of a healthy life style and have a direct impact on the aging process and overall health of the average person. We will be featuring monthly health newsletter targeting specific areas of exercise, preventative maintenance, health and wellness. Our frequently asked questions page will try to address those questions that customers have asked regarding health and nutrition, supplements, ordering, shipping and new products. Our blog will help you connect with others to address key fitness concerns.

We are committed to providing only authentic, potent, and ultra-pure nutritional supplements. It is this commitment to quality and purity that separates our products from many of the other supplements on the market.

We work tirelessly to protect our customers and to ensure that all of our nutritional supplements meet our high quality standards. Virtually no other supplement manufacturer takes the precautions we do to ensure you are only putting the best supplements in your body.

 

Our current products include the following:

 

·          UPRITE XXL is all natural herbal male enhancement supplement that provides a safe alternative to prescription erectile dysfunction medication that can result in harsh side effects. Reported benefits include increased sex, improved sexual performance, increased blood flow and longer erections. The elevated pleasure not only helps restore intimacy, but the level of satisfaction achieved helps to improve one’s overall quality of life.

 

 

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·          Green Coffee Bean Extract contains only 100% PURE Green Coffee Bean Extract, with no added fillers or binders. Super Green Coffee Extract is also thought to have other benefits, such as: Antioxidant Support – Chlorogenic acid is a polyphenol with antioxidant properties Cardiovascular Support Blood Sugar Support – Regulation of glucose levels may support healthy blood sugar levels

 

·          RASPBERRY KETONE helps your body to BURN FAT! HEALTH IMPROVING! Potent Formula with other anti-oxidant & fat burning ingredients such as African Mango, Acai, Resveratrol, Apple Cider Vinegar , & Grapefruit! You take it just once a day and it makes it easier to burn off your fat, especially if you are working out

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RESULTS OF OPERATION

 

We are a development stage company and have  generated minimal revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

THREE MONTH PERIOD ENDED JULY 31, 2013 COMPARED TO THE THREE MONTH PERIOD ENDED JULY 31, 2012

 

Our net loss for the three month period ended July 31, 2013 was $19,539 compared to a net loss of $7,412 for the nine month period ended July 31, 2012. During the nine month period ended July 31, 2013, we  generated minimal revenue.  

 

During the three month period ended July  31, 2013, we incurred general and administrative expenses $17,399  compared to $7,412 incurred for the three month period ended July 31, 2012. General and administrative and professional fee expenses incurred during the three month period ended July 31, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, sales developmental costs, and marketing expenses.

 

The weighted average number of shares outstanding was 97,600,000, for the nine month period ended July 31, 2013.

 

LIQUIDITY AND CAPITAL RESOURCES

 

THREE MONTH PERIOD ENDED JULY 31, 2013  

 

As at July 31, 2013, our current assets were $10,778 compared to $0 current assets at July, 31, 2012. Current assets were comprised of $8,526 in cash and $2,250 in prepaid expenses. As at July 31, 2013, our current liabilities were $28,967  Liabilities were comprised of $24,100  in a loan from an unrelated party $4,794 in accounts payable, and $74 in sales tax.

Stockholders’ deficit was $18,189 as of July 31, 2013 compare to stockholders’ equity of $19,984 as of April 30, 2013.

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. For the three month period ended July 31, 2013, net cash flows used in operating activities was $7,178 consisting of a net loss of $19,539,  increase in accounts payable of $4,794 and decrease in prepaid expenses of $2,150. Net cash flows used in operating activities was $46,276 for the period from inception (MARCH 21, 2011) to July 31, 2013.

 

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended July 31, 2013 cash flows provided by financing activities was$24,100 received from loan from an unrelated party. For the period from inception (MARCH 21, 2011) to July 31, 2013, net cash provided by financing activities was $46,619 received from proceeds from issuance of common stock and loan from Director.

 

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PLAN OF OPERATION AND FUNDING

 

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.

 

 

MATERIAL COMMITMENTS

 

As of July 31, 2013, we had no material commitments.

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

We do not intend to purchase any significant equipment during the next twelve months.

 

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors' audit report accompanying our April 30, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

 

 

 

 

 

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the Nine-month period ended July 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

No report required.

 

 

 

 

 

 

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ITEM 5. OTHER INFORMATION

 

No report required.

 

ITEM 6. EXHIBITS

 

Exhibits:

 

31.1   Certification of Chief Executive Officer  and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley  Act

 

32.1     Certification   of  Chief   Executive   Officer  and  Chief Financial Officer Under Section 1350 as   Adopted Pursuant  Section 906 of the Sarbanes-Oxley Act.

 

101        Interactive data files pursuant to Rule 405 of Regulation S-T. 

 

 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	UMAX GROUP CORP .
Dated: September 11, 2013	By: /s/ Michelle Mercier
	Michelle Mercier, President and Chief Executive Officer and Chief Financial Officer