UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20202021

OR

For the transition period from to

Commission file number: number 000-21613

Ecomat, Inc.
(Exact Name Of Registrant As Specified In Its Charter)

Registrant’s (646)-722-2931

(Telephone Number, Including Area Code: (323) 552-9867number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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 pastlast 90 days. Yes [X] No [  ]

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 filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] ☒ No [  ]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2As of the Exchange Act) or a smaller reporting company.

November 5, 2020, the Registrant had 23,811,750 October 25, 2021, there were 2,380,952 shares of common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). The statements herein which are not historical reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and our interpretation of what we believe to be significant factors affecting our business, including many assumptions about future events. Such forward-looking statements include statements regarding, among other things:

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “will,” “plan,” “could,” “target,” “contemplate,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these or similar words. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue the Company’s operations. These statements may be found under Part I, Item 2— “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as elsewhere in this Quarterly Report on Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, matters described in this Quarterly Report on Form 10-Q.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. Such statements are presented only as a guide about future possibilities and do not represent assured events, and we anticipate that subsequent events and developments will cause our views to change.

You should, therefore, not rely on these forward-looking statements as representing our views as of any date after the date of this Quarterly Report on Form 10-Q.

Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

PART I - I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTSBack to Table of Contents

Ecomat Inc.ECOMAX, INC.

Balance Sheets

BALANCE SHEETS

Balance Sheets as of September 30, 20202021 and June 30, 20202021

Back to Table of Contents

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

ECOMAX, INC.

Ecomat, Inc.

Statements of OperationsSTATEMENTS OF OPERATIONS

For the Three Months ended September 30, 2020 and 2019

Back to Table of Contents

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

Ecomat, Inc.ECOMAX, INC.

Statement of Stockholders’ Deficit

Back to Table of ContentsSTATEMENTS OF CASH FLOWS

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

Ecomat, Inc.ECOMAX, INC.

Statements of Cash Flows

For the Three Months ended September 30, 2020 and 2019STATEMENTS OF STOCKHOLDERS’ DEFICIT

Back to Table of Contents

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

Ecomat,Ecomax, Inc.

Background and Significant Accounting Policies

September 30, 2020
Back to Table of Contents2021

Note 1. The Company and Significant Accounting Policies

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.

On April 13, 2021 the Board of Directors (the “Board”) of the Company filed the following with the State of Nevada:

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 of Presentation:Presentation:

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.

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our June 30, 2020 audited financial statements and should be read in conjunction with the notes to financial statements which appear as partSignificant Accounting Policies:

Use of those financial statements.Estimates:

The preparation of these financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires usmanagement to make estimates and judgmentsassumptions that affect the reported amounts of assets and liabilities revenues and expenses, and related disclosure of contingent assets and liabilities. Onliabilities 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 0 cash equivalents at September 30, 2021 or June 30, 2021.

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 in the period the event takes place.

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 ongoing basis, we evaluate ourimpairment 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 including thoseof these cash flows related to intangiblelong-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. At June 30, 2021 and 2020, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates.

Earnings per Common Share:

We compute net income taxes, insurance obligations(loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and contingenciesdiluted 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 litigation. We base our estimates on historical experience and on various other assumptions that are believedconvertible 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 reasonable underpurchased from the circumstances,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 resultsCompany 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 formarise from differences in the basistiming of recognition of revenue and expense for making judgments abouttax and financial statement purposes.

Deferred tax assets and liabilities are determined based on the carrying valuesdifferences 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 arethese timing differences will not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.materialize and have provided a valuation allowance against substantially all of our net deferred tax asset.

InManagement will continue to evaluate the opinion of Management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statementrealizability of the financial positiondeferred 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 operationsincome or loss in domestic and cash flows asforeign 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 three-month periods ended September 30, 2020estimated future tax effect attributable to temporary differences and 2019. All such adjustments arecarry-forwards. Measurement of a normal recurring nature. deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

Uncertain Tax Positions:

The Financial Statements have been preparedAccounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in accordance withIncome Taxes - an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the instructionsCompany on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to Form 10-Q and therefore do not include some information and notes necessary to conform with annual reporting requirements.

Recently Issued Accounting Pronouncements

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements as ASU 2016-02. Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases. Under the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measuredclaimed on a discounted basis. Concurrently, lessees willtax return should be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2018-10 is effective for private companies and emerging growth public companies for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The guidance is required to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative periods presentedrecorded in the financial statements. DuringUnder FIN No. 48, the three-month period endedCompany may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.

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. At September 30, 2020, the Company assessed the impact this guidance2021, we had on its financial statementsno material unrecognized tax benefits and concluded that at present ASU No. 2018-10 has no impact on its financial statements.adjustments to liabilities or operations were required under FIN 48.

Recently Issued Accounting Pronouncements:

In August, 2016,January 2017, the FASB issued ASU No. 2016-15, Statement of Cash FlowsAccounting Standard Update (ASU) 2017-04, Intangibles-Goodwill and Other (Topic 230): Classification of Certain Cash Receipts350) which simplifies the test for goodwill impairment. To address concerns over the cost and Cash Payments (a consensuscomplexity of the Emerging Issues Task Force). Effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities,two-step goodwill impairment test, the amendments arein this update remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This update is effective for fiscal years beginning after December 15, 2018, andannual or any interim periods withingoodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted includingfor interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value”. ASU 2018-13 removes and modifies existing disclosure requirements on fair value measurement, namely regarding transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. Additionally, ASU 2018-13 adds further disclosure requirements for Level 3 fair value measurements, specifically changes in unrealized gains and losses and other quantitative information. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption in an interim period. Ifpermitted.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities. ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity early adoptsconsiders indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. This guidance will be adopted using a retrospective approach and is effective for the amendmentsCompany on January 1, 2020.

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 adjustmentsincremental 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 reflected asconsidered part of the beginningbusiness 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 fiscal yearannual effective tax rate computation in the interim period that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period.enactment date. The Company adopted this ASU on January 1, 2021.

In May, 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which became effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

In April, 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which became effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

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

The accompanying financial statements have been prepared assuming the Company will continue as a going concernconcern. The 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.

If a business combination transaction is not consummated, we do not believe that we could succeed in raising additional capital, from unrelated parties, needed to sustain our operations without some strategic transaction, such as a business combination or merger. If we are unable to consummate such a transaction, we expect that we would need to 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 3. Convertible Note

On July 8, 2017,October 12, 2018, we issued a $75,000convertible promissory note for services provided in the principal amount of $50,000 bearingto Ivo Heiden. The convertible note bears interest at 1%8% per annum until paid or converted. The conversion price of the note is $0.008$0.34 per share. Theshare, the closing price of the Company’s common stock on July 7, 2017 was $0.008 per share.the date of issuance. Interest will be payable upon the maturity date at July 7, 2018. On October 1, 2018, the Company agreed to adjust the interest rate, effective July 1, 2018, on this convertible note from 1% to 8%12, 2020. On November 19, 2019, WWYD, Inc.,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 agreed to convert the principal amount and the accrued interest of $55,800 into 6,975,000 shares of restricted common stock. The Company did not record neither gain not loss in connection withterminated this conversion of debt into equity.note. During the three-month periodsthree months ended September 30, 20202021 and 2019,2020 the Company recorded $0expensed interest of $0 and $997,$1,512, respectively, in interest. Asrelated to this note.

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 three months ended September 30, 20202021, and June 30, 2020 the accruedCompany expensed interest forof $0 and $1,815, respectively, related to this convertible note was $0.note.

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%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. As2021. On January 6, 2021, the balance of September 30, 2020 and June 30, 2020, the outstanding balance on this loan and accrued interests were waived by Ivo Heiden and the Loan Agreement was $31,904 and $28,155 with accrued interest of $7,631 and $7,012.terminated on the same day. During the three-month periodsthree months ended September 30, 20202021 and 2019, the Company borrowed $3,749 and $3,734, respectively, under this Loan Agreement. During the three-months period ended September 30, 2020, and 2019, we expensed interest of $619$0 and $470,$619, respectively, related to this Loan Agreement.

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 $0.034 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. During the three-month periods ended September 30, 2020 and 2019, the Company expensed interest of $1,512 and $1,496, respectively, related to this note. As of September 30, 2020 and June 30, 2020, the Company has recorded $11,753 and $10,241, respectively, in accrued interest with respect to this convertible note.

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 $0.04 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. During the three-month period ended September 30, 2020, the Company expensed interest of $1,815 related to this note. As of September 30, 2020 and June 30, 2020, the Company has recorded $3,018 and $1,203, respectively, in accrued interest with respect to this convertible note.

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 4. Related Party Transactions

Due to Related Parties:

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. As of September 30, 2020 and June 30, 2020, our CEO has made advances of $31,9042021, the outstanding balance on this loan was $93,420 and $28,155, respectively.

As of September 30, 2020 and June 30, 2020, accrued interest due to our CEO was $22,402 and $18,456, respectively.

On May 1, 2020, the Company issued a convertible note of $90,000 to our CEO evidencing previously accrued compensation.

As of September 30, 2019, the Company owed a $50,000 convertible note and$59,725, respectively, with accrued interest of $5,262 to WWYD, Inc.$2,090 and $666, a related party.

On November 19, 2019, the Company and WWYD, Inc., a note holder, agreed to convert the principal amount of $55,000 and the accrued interest of $5,800 into 6,975,000 shares of restricted common stock.

respectively. During the three months ended September 30, 2020 and 2019, the Company did not issue any shares2021, we expensed interest of common stock.$1,424, related to this Loan Agreement.

Note 5. Subsequent Events

The Company had noCompany’s management has performed subsequent events after September 30, 2020 toprocedures through the date the financial statements were available to be issued. There were no subsequent events requiring adjustment to or disclosure in the financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLANRESULTS OF OPERATION. Back to Table of ContentsOPERATIONS

Some of the statements contained in this quarterly report of Ecomat,Ecomax, Inc. (hereinafter the “Company”, “We” or the “Registrant”“Company”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. 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.

OverviewGeneral Background of the Company

Ecomax, Inc. (formerly known as Ecomat Inc.) 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 percloroethylene, 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 of which all of our properties were transferred to a United States Trustee and the Company terminated all of its business operations. The Bankruptcy Trustee has disposed of all of the assets.

On June 14, 2006, the Bankruptcy 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 Order, Park Avenue Group appointed Ivo Heiden to the Board of Directors of the Company and to serve as its Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the Board of 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 shareholder 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.

In connection with the change in control, Mr. Heiden, our then Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the Board of Directors of the Company, resigned from all of 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 Chairwoman of the Board of Directors of the Company, effective on January 6, 2021.

On March 11, 2021, upon the departure of Ms. Yang Gui, Mr. Yu Yam Anthony Chau was appointed as the Chief Executive Officer, Chief Financial Officer, sole director, and Chairman of the Board of Directors of the Company, effective on March 11, 2021.

On March 18, 2021, by unanimous written consent of the Board 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 number of the authorized capital stock from 75,000,000 to 500,000,000, with the par value remaining at $0.0001 per share, consisting of 450,000,000 shares of common stock, par value $0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001 per share (the “Increase of Authorized Stock”); 3) a change of the Company’s name and ticker from “Ecomat, Inc.” and “ECMT,” to “Ecomax, 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 March 18, 2021, the stockholder holding in the aggregate 20,205,000 shares of common stock or approximately 85% of the common stock outstanding on such date, approved the Corporate Actions.

On April 1, 2021, the Company filed a preliminary information statement on Schedule 14C with the SEC.

On April 13, 2021, the Company filed a definitive information statement on Schedule 14C with SEC.

On April 20 and 21, 2021, the Company filed a certificate of change and a certificate of amendment with the Secretary of State of the State of Nevada with respect to the Corporate Actions.

On April 28, 2021, the Company filed an Issuer Notification Form with FINRA requesting confirmation of the Change of Name.

The Corporate Actions, as of the date of this report, have all came 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.

Business Objectives of the Company

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.

The Company’s common stock is subject to quotation on the OTC Pink Sheets under the symbol EMAX. There is currently only a limited trading market in the Company’s shares and the Company believes that no active trading market has existed for the last 3 years. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.

Management would have substantial flexibility in identifying and selecting a prospective new business opportunity. 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:

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 research for a target and any target business with which we 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 Company’s is a Blank Check Company

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 Company’s securities under the Securities Act of 1933, 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,” as defined 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, to deliver a standardized risk disclosure document that provides information about penny stocks and the 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 sales person 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 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, it may be more difficult to sell the Company’s common stock.

The 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 or cash equivalents. As a shell company, we are restricted in our use of Registrations on Form S-8 under the Securities Act; the lack of availability of the use of Rule 144 by security holders; and the lack of liquidity in our stock.

The Company’s current business objective is to seek a business combination with an operating company. We intend to use the Company’s limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:

● may significantly reduce the equity interest of our stockholders;
● will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and
● may adversely affect the prevailing market price for our common stock.

Similarly, if we issued debt securities, it could result in:

● default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;

● our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

Results of Operations during the three months ended September 30, 20202021 as compared to the three months ended September 30, 20192020

We have not generated any revenues during the three months ended September 30, 20202021 and 2019.2020. We had total operating expenses of $1,524$22,881 related to general and administrative expenses during the three months ended September 30, 20192021 compared to $19,859$1,524 during the same period in the prior year. We incurred interest expenseexpenses of $3,946$1,424 during three months ended September 30, 20202021 compared to interest expenseexpenses of $2,963$3,946 during the three months ended September 30, 2019.2020. During the three months ended September 30, 20202021 and 2019,2020, we had a net loss of $5,470$24,305 and $22,822,$5,470, respectively. The decreaseincrease in our net loss was due to discontinuedthe increase on the officer compensation.

Liquidity and Capital Resources

At present, the Company has no business operations and no cash resources other than advances provided by our CEO.majority shareholder or an affiliated party. We are dependent upon interim funding provided by our majority shareholder or an affiliated party to pay professional fees and expenses. Our CEO and/ormajority 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 into a business combination. The Company would be unable to continue as a going concern without interim financing provided by our CEO. majority shareholder and our affiliated party.

If 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 no financial resources to pay for such services and may be required to issue restricted sharesservices.

The Company does not currently engage in lieu ofany business activities that provide cash or, in the alternative, issue debt instruments evidencing financial obligations if and when they arise.flow.

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

● filing of Exchange Act reports.

● franchise fees, registered agent fees and accounting fees, and

● investigating, analyzing and consummating an acquisition or business combination.

On September 30, 20202021 and JuneSeptember 30, 2020, we have had no current assets. As of September 30, 2020,2021, we had $220,431$117,390 in liabilities consisting of accounts payable of $1,125,$3,600, advance from a related party of $31,904,$93,420, accrued interest due to related parties of $22,402$2,090 in one loan agreement, and $125,000 in two convertible notes. Asaccrued expenses of June 30, 2020, we had $214,961 in liabilities consisting of accounts payable of $3,350, advance from a related party of $28,155, accrued interest due to related parties of $18,456 and a $165,000 in convertible notes.$18,280.

During the three months ended September 30, 2020,2021, we had negative cash flow from operating activities of $3,749$33,695 due to a net loss of $5,470.$24,305. We financed our negative cash flow from operations through $3,749$33,695 in advances from our CEO. During the three months ended September 30, 2019, we had negative cash flow from operating activities of $3,734 due to a net loss of $22,822. We financed our negative cash flow from operations through $3,734 in advances from our CEO.New York Listing Management Inc., an affiliated party.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its CEONew York Listing Management Inc. and believes it can satisfy its cash requirements so long as it is able to obtain financing from him.New York Listing Management Inc. The 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,March 31, 2021, we formalized a verbal funding agreement and entered into a Loan Agreementloan agreement with Ivo Heiden, our sole officer and director,New York Listing Management Inc., a related party, under which we are able to receive funding of up to $100,000$200,000 for general operating expenses from time-to-time as needed by the Company. The loan bears an interest rate of 8% per annum and shall be due and payable on a date three hundred sixty-six (366) days from the date of the Loan Agreement. On June 28, 2019, the Loan Agreement was extended to September 1, 2020.such loan agreement. As of September 30, 2020,2021, the Company has received a total of $31,904$93,420 under this Loan Agreement.loan agreement.

The Company intends to repay these advancesthe 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 haveissued an unqualified audit opinion for the years ended June 30, 20202021 and 20192020 with an explanatory paragraph on going concern.

Off-Balance Sheet Arrangements

As of September 30, 2021, and 2020, 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.Back

As a small reporting company, we are not required to Table of Contentsprovide the information required by this item.

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

ITEM 4. CONTROLS AND PROCEDURES. Back to Table of ContentsPROCEDURES

Evaluation of disclosure controls and procedures.

As of September 30, 2020,2021, the Company’s chief executive officer and chief financial officerChief 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 periodfiscal year ended September 30, 2020.2021. The Company has no formal control process related to the identification and approval of related party transactions. ManagementAs a shell company, the Company currently has identifiedno operations and limited personnel, and it has to date not taken corrective actions for the weaknessesineffective disclosure controls and procedures. The Company intends to implement accounting procedures to address before mentioned material weaknesses duringtake corrective actions in the fiscal year 2021.future when its starts operations.

Changes in internal controls.Internal Control Over Financial Reporting

During the quarterly period covered by this report,There were no changes occurred 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 first quarter ended September 30, 2021 that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

PART II -

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS. BackPROCEEDINGS

Other than ordinary routine litigation (of which the Company is not currently involved), the Company knows of no material, existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of the Company’s directors or officers is an adverse party or has a material interest adverse to Table of Contentsthe Company.

None.

ITEM 1A. RISK FACTORS. BackFACTORS

As a smaller reporting company, we are not required to Table of Contentsprovide the information otherwise required by this Item.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in our Form 10-K for the year 2019 as filed with the SEC, which could materially affect our business, financial condition or future results.

ITEM 2. UNREGISTERED SALESSALE OF EQUITY SECURITIES AND USE OF PROCEEDS. Back to Table of ContentsPROCEEDS.

None.

ITEM 3. DEFAULTSDEFAULT UPON SENIOR SECURITIES.Back to Table of Contents

None.

ITEM 4. MINE SAFETY DISCLOSURE. Back to Table of ContentsDISCLOSURES.

None.Not applicable.

ITEM 5. OTHER INFORMATION.Back to Table of Contents

None.

ITEM 6. EXHIBITS. Back to Table of ContentsEXHIBITS

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

SIGNATURES

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 person on behalf of the registrant and in the capacities and on the date indicated.