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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

Amendment #1


 

 

[X]

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2012

 

 

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)



Stawisinskiego 4G/78

Torun, 87-100, Poland

Phone: + 48 601 212 388

 (Address and telephone number of principal executive offices)



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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 [X ] NO [ ]


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,690,000 as of April 18, 2012.




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TABLE OF CONTENTS




PART I FINANCIAL INFORMATION

 

Item 1

Financial Statements (Unaudited)

4

   

                 Balance Sheets

4

      

                 Statements of Operations

5

 

                 Statements of Cash Flows

6

 

                 Notes to Financial Statements

7

Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

13

PART II OTHER INFORMATION

 

Item 1   

Legal Proceedings

13

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3   

Defaults Upon Senior Securities

13

Item 4      

Submission of Matters to a Vote of Security Holders

13

Item 5  

Other Information

14

Item 6      

Exhibits

14

 

Signatures

14




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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS


 

JANUARY 31, 2012

(Unaudited)

APRIL 30, 2011

(Audited)

ASSETS

 

 

Current Assets

 

 

Cash and cash equivalents

$             1, 575

$        4,675

 

 

 

Total Assets

$             1, 575

$        4,675

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

Liabilities

 

 

Current Liabilities

 

 

     Accounts Payable

$                   -

$       2,500

Indebtedness to related party

3,294

3,194

Total Liabilities

3,294

5,694

 

 

 

Stockholders’ Equity (Deficit)

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 4,580,000 shares issued and outstanding   (4,500,000 shares issued and outstanding as at April 30, 2011)


4,580

4,500

Additional paid-in-capital

1,520

 

Deficit accumulated during the development stage

(7,819)

(5,519)

Total Stockholders’ Deficit

(1,719)

(1,019)

 

 

 

Total Liabilities and Stockholder’s Deficit

$             1, 575

$        4,675


See accompanying notes to financial statements.




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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

THREE MONTHS ENDED JANUARY 31, 2012

NINE MONTHS ENDED JANUARY 31, 2012

FOR THE PERIOD FROM MARCH 21, 2011 (INCEPTION) TO JANUARY 31, 2012

REVENUES

$                     0

$                     0

$                     0

 

 

 

 

OPERATING EXPENSES

 

 

 

            General and Administrative Expenses

50

2,300

7,819

TOTAL OPERATING EXPENSES

50

2,300

7,819

NET LOSS FROM OPERATIONS

(50)

(2,300)

(7,819)

PROVISION FOR INCOME TAXES

0

0

0

 

 

 

 

NET LOSS

(50)

(2,300)

$            (7,819)

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

$             (0.00)

$              (0.00)

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED


4,500,870

4,500,290

 


See accompanying notes to financial statements.




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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)


 

NINE MONTHS ENDED JANUARY 31, 2012

FOR THE PERIOD FROM MARCH 21, 2011 (INCEPTION) TO JANUARY 31, 2012

OPERATING ACTIVITIES

 

 

Net loss for the period

$                        (2,300)

$         (7,819)

Accounts payable

(2,500)

 

CASH FLOWS USED IN OPERATING ACTIVITIES

(4,800)

(7,819)

 

 

 

FINANCING ACTIVITIES  

 

 

Proceeds from sale of common stock

1,600

6,100

Indebtedness to related party

100

3,294

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

1,700

9,394

 

 

 

NET INCREASE IN CASH

(3,100)

1,575

Cash, beginning of period

4,675

 0

Cash, end of period

$                        1,575

$             1,575          

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

$                               0

$                    0

Income taxes paid

$                               0

$                    0


See accompanying notes to financial statements.





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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JANUARY 31, 2012

(Unaudited)


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 January 31, 2012 the Company has not generated any revenue and has accumulated losses of $7,819.


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 $7,819 as of January 31, 2012 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 financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  


Accounting Basis

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


Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $1,575 cash and $-0- cash equivalents as of January 31, 2012.



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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JANUARY 31, 2012

(Unaudited)


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 January 31, 2012.




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UMAX GROUP CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JANUARY 31, 2012

(Unaudited)


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 RELATED PARTY


The director loaned $3,294 to the Company to pay for incorporation and organization fees.  The amount is due on demand, non-interest bearing and unsecured.  The balance due to director was $3,294 as of January 31, 2012.


NOTE 5 – COMMON STOCK


On April 1, 2011, the Company issued 1,500,000 shares of common stock for cash proceeds of $1,500 at $0.001 per share to its director. On Aril 7, 2011, the Company issued 3,000,000 shares of common stock for cash proceeds of $3,000 at $0.001 per share to its director. On January 31, 2012 the Company issued 80,000 shares of common stock for cash proceeds of $1,600 at $0.02 per share There were 4,580,000 shares of common stock issued and outstanding as of January 31, 2012.



NOTE 6– INCOME TAXES


As of January 31, 2012, the Company had net operating loss carry forwards of $7,819 that may be available to reduce future years’ taxable income in varying amounts through 2031. 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


In February 2012, the Company issued 1,110,000 shares of common stock for cash proceeds of $22,200 at $0.02 per share.



9





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 do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to develop and distribute our product to the arcade and entertainment industry. To date, we have had limited operations. We have developed our business plan, and executed Exclusive Distribution Contract "GEO" a private enterprise, where we engage "GEO” as an independent contractor for the specific purpose of developing, manufacturing and supplying games for us.


Product


We plan to distribute the product line which consists of:

- Rocket Launch:

Strength testing game which allows players to test their pushing/ throwing strength.  Simple deign, easy servicing and diagnostics.

- Space Hockey:

Two player  hockey game - each player must score as many as possible goals. Exchangeable electronics with Rocket Launch which makes it cost-effective to manufacture because one set of electronics can be used. This game is designed for all ages.

- Boxer:

Simple punch testing game: insert coin/token/bill, press start button, hit the punch bag, wait for result, and try to beat opponent’s score or high score. Simple deign, easy servicing and diagnostics.



10






RESULTS OF OPERATION


We are a development stage company and have not generated any 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.


NINE MONTH PERIOD ENDED JANUARY 31, 2012 COMPARED TO THE PERIOD FROM INCEPTION (MARCH 21, 2011) TO JANUARY 31, 2012


Our net loss for the nine month period ended January 31, 2012 was $2,300 compared to a net loss of $7,819 during the period from inception (MARCH 21, 2011) to January 31, 2012. During the nine month period ended January 31, 2012, we did not generate any revenue.  

During the nine month period ended January 31, 2012, we incurred general and administrative expenses $2,300 compared to $7,819 incurred during the period from inception (MARCH 21, 2011) to January 31, 2012. General and administrative and professional fee expenses incurred during the nine month period ended January 31, 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

The weighted average number of shares outstanding was 4,500,290 for the nine month period ended January 31, 2012.



LIQUIDITY AND CAPITAL RESOURCES


NINE MONTH PERIOD ENDED JANUARY 31, 2012  


As at January 31, 2012, our current assets were $1,575 compared to $4,675 in current assets at April 30, 2011. Current assets were comprised of $1,425 in cash. As at January 31, 2012, our current liabilities were $3,294. Current liabilities were comprised of $3,294 in loan from Director.

Stockholders’ deficit was $1,719 as of January 31, 2012 compare to $1,019 as of April 30, 2011.   


CASH FLOWS FROM OPERATING ACTIVITIES


We have not generated positive cash flows from operating activities. For the nine month period ended January 31, 2012, net cash flows used in operating activities was $4,800 consisting of a net loss of $2,300 and decrease in accounts payable of $2,500. Net cash flows used in operating activities was $7,819 for the period from inception (MARCH 21, 2011) to January 31, 2012.


CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended January 31, 2012 cash flows provided by financing activities was $1,700 received from proceeds from issuance of common stock  and loan from Director.  For the period from inception (MARCH 21, 2011) to January 31, 2012, net cash provided by financing activities was $9,394 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 January 31, 2012, 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, 2011 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 January 31, 2012. 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 January 31, 2012 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


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 pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.





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: April 18, 2012

By: /s/ Rafal Lewandowski

 

Rafal Lewandowski, President and Chief Executive Officer and Chief Financial Officer




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