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EXCEL - IDEA: XBRL DOCUMENT - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit31-2.htm
EX-31.1 - EXHIBIT 31.1 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit31-1.htm
EX-10.3 - EXHIBIT 10.3 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit10-3.htm
EX-10.2 - EXHIBIT 10.2 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit10-2.htm
EX-10.1 - EXHIBIT 10.1 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit10-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended April 30, 2014

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

For the transition period from ___________to ___________

Commission file number 333-174607

JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(Exact name of registrant as specified in its charter)

Nevada 5070 68-0681552
State or jurisdiction of Primary Standard Industrial IRS Employer
incorporation Classification Code Number Identification Number
or organization    

No. 30 N. Zhongshan Road, Floor 40, Guluo District, Nanjing
Jiangsu Province, P.R.C. 210008
Tel: 011-86-18652999667
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

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

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

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ] No [X]

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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

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 Act)
Yes [ ] No [X ]


The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2013 was Nil based on a Nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of June 30, 2014, the registrant had 953,830,000 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.


TABLE OF CONTENTS

ITEM 1. BUSINESS 5
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 7
ITEM 2. PROPERTIES 7
ITEM 3. LEGAL PROCEEDINGS 7
ITEM 4. MINE SAFETY DISCLOSURES 7
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 7
ITEM 6. SELECTED FINANCIAL DATA 8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 14
ITEM 9A. CONTROLS AND PROCEDURES 14
ITEM 9B. OTHER INFORMATION 15
ITEM 10. DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE 15
ITEM 11. EXECUTIVE COMPENSATION 18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 19
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE 20
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 21
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 22

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INTRODUCTORY NOTE

Except as otherwise indicated by the context, references in this Annual Report on Form 10-K (this “Form 10-K”) to the “Company,” “we,” “us” or “our” are references to the combined business of Joymain International Development Group Inc. (formerly known as Advento Inc.). References to “China” or “PRC” are references to the People’s Republic of China. References to “RMB” are to Renminbi, the legal currency of China, and all references to “$” and dollar are to the U.S. dollar, the legal currency of the United States. In this Form 10-K, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements and information that are based on the beliefs of our management as well as assumptions made by and information currently available to us. Such statements should not be unduly relied upon. When used in this report, forward-looking statements include, but are not limited to, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as well as statements regarding new and existing products, technologies and opportunities, statements regarding market and industry segment growth and demand and acceptance of new and existing products, any projections of sales, earnings, revenue, margins or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements regarding future economic conditions or performance, uncertainties related to conducting business in China, any statements of belief or intention, and any statements or assumptions underlying any of the foregoing. These statements reflect our current view concerning future events and are subject to risks, uncertainties and assumptions. There are important factors that could cause actual results to vary materially from those described in this report as anticipated, estimated or expected, including, but not limited to: competition in the industry in which we operate and the impact of such competition on pricing, revenues and margins, volatility in the securities market due to the general economic downturn; Securities and Exchange Commission (the “SEC”) regulations which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward- looking statements, even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific safe harbor under the Private Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) expressly state that the safe harbor for forward-looking statements does not apply to companies that issue penny stock. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward-looking statements may not apply to us at certain times.

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PART I

ITEM 1. BUSINESS

CORPORATE BACKGROUND

We were incorporated in the State of Nevada on August 4, 2010 under the name Advento, Inc.

We originally planned to market and distribute an assortment of residential and commercial shower cabinets produced by Hangzhou Yongsheng Holdings Co., Ltd in the European and North American market. However, in connection with a change of control transaction that closed on March 12, 2013 which is more fully described below under the section below titled “Change of Control”, we appointed a new executive management team and changed our planned business operations.

Change in Control

On March 12, 2013, pursuant to the terms of a Share Exchange Agreement, Mr. Xijian Zhou acquired an aggregate of 750,000,000 shares of our common stock, representing 82.92% of our issued and outstanding shares as of March 12, 2013. Effective March 12, 2013, (a) Mr. Liangwei Wang resigned as president, secretary, treasurer, and director of our company; (b) Mr. Suqun Lin, was appointed as our sole director, president, secretary and treasurer. Our company did not receive any proceeds from the transaction. In accordance with the terms of the agreement our company at the closing of the agreement had no assets and liabilities. We anticipate to raise additional funding for our operating costs and business development activities. There is no assurance that we will be able to successfully raise funds.

Name Change and Increase of Authorized Shares

On March 21, 2013, we received written consent from the holder of 82.92% of our voting securities and our board of directors approved the name change of our company from Advento, Inc. to Joymain International Development Group Inc. and to effect a forward split of our issued and outstanding shares on a basis of 300 new for 1 old. Upon effect of the forward split, our company’s issued and outstanding shares of common stock increased from 3,015,000 to 904,500,000 shares of common stock, with a par value of $0.001. The board of directors and stockholders also approved to increase our company’s authorized capital from 75,000,000 to 1,500,000,000 shares of common stock, with a par value of $0.001.

Effective March 28, 2013, the Nevada Secretary of State accepted for filing of a Certificate of Amendment to our Articles of Incorporation to change our name from Advento, Inc. to Joymain International Development Group Inc. and to increase our authorized capital from 75,000,000 to 1,500,000,000 shares of common stock, par value of $0.001. These amendments became effective on April 10, 2013 upon approval from the Financial Industry Regulatory Authority (“FINRA”). Also effective April 10, 2013, pursuant to the 300 new for 1 old forward split, our company’s issued and outstanding shares of common stock increased from 3,015,000 to 904,500,000 shares, par value of $0.001.

The amendments became effective with the Over-the-Counter Bulletin Board April 10, 2013. Our ticker symbol changed from “ADTO ” to “ JIDG ” to better reflect our new name. Our new CUSIP number is 48125Q101.

Plan of Operations and Current Status

We plan to develop, source, market and distribute healthcare related consumer products in the global market and when practicable, acquire an existing company or business in the production or distribution of health consumer goods in the United States. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through development and distribution of various healthcare related consumer products and acquisition of a business rather than immediate, short-term earnings.

The analysis of new business opportunities will be undertaken by or under the supervision of our management. Our company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze business opportunities, we will consider the following factors:

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  • Potential for growth, indicated by new technology, anticipated market expansion or new products;
  • Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
  • Strength and diversity of management, either in place or scheduled for recruitment;
  • Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
  • The cost of participation by our company as compared to the perceived tangible and intangible values and potentials;
  • The extent to which the business opportunity can be advanced;
  • The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
  • Other relevant factors.

On June 25, 2014, we entered into a distribution agreement with Right Fortune International Limited to distribute Yolexury and Yolexury Travel Pack, a health juice product which increases energy and stamina, helps to main healthy cardio vascular function and promotes healthy digestive system. According to the distribution agreement, we will be granted exclusive distribution rights in the Greater China (Mainland China, Hong Kong, Macao and Taiwan) for calendar year 2014. Right Fortunate will manufacture products in accordance with purchase orders placed by us. Furthermore, Right Fortune covenants that all products will meet standards including but not limited to Good Manufacturing Practice standards and qualifications, Certificate of Free Sale and Sanitation standards and qualifications, and are of the highest quality and tested by a third party lab. We are responsible for assuring that manufacturing and packaging is completed within USA standards and practices. We expect that by entering into this distribution agreement, we will start to build up our reputation as a distributor of health products and consumer goods, and expand our distribution network, which will result in positive cash flow. In addition, we are currently seeking to obtain the distribution rights for a marine phytophlankton product that aids blood cleaning and detoxification and bolsters the immune system and a rice cereal product that boosts needed energy and vitality. We intend to start to distribute the product through a multi-level marketing company affiliated to us in China in the next six months. To facilitate our growth, we acquired a HK trading company, Dao Sheng Trading Limited for HK$10,000 and set up Joymain International Intellectual Property Limited in Hong Kong in May 2014. We consider Hong Kong as an ideal location to connect to all Asian markets and it provides a comprehensive and advanced legal system for trading and intellectual property protection. Based on the recent developments of our business, in particular our distribution agreement with Right Fortune, we no longer consider ourselves to be a shell company, although we are still in the developmental stage as we have yet to generate substantive revenue from our chosen business and operations.

We are currently in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating new products and acquisition candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business acquisition with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business acquisition, due primarily to our limited financing and the dilution of interest for present and prospective shareholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the process of developing healthcare related consumer products and the selection of a business acquisition will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business acquisition may occur at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

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EMPLOYEES

We currently have 5 employees included our officers. Our officers are engaged in outside business activities and are anticipated to devote limited time to our business until the acquisition of a successful business opportunity has been identified. Our current officers and director and any other directors and officers hereafter appointed or elected will devote their time to our affairs on an as needed basis, this, depending on the circumstances, could amount to as little as 20 hours per month, or more than 80 hours per month.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

Our principal executive office is located at No. 30 N. Zhongshan Road, Floor 40, Guluo District, Nanjing, Jiangsu Province, P.R.C. 210008. Our telephone number is 011-86-18652999667. We do pay a lease of approximately $300 per year for the use of this space. In April 2014, we lease an office in Miami, Florida for a quarterly lease amount of $1,350, renewable on a quarterly basis. We do not own any real estate or other properties.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

Market Information

Our common stock is currently quoted on the OTC Bulletin Board under the symbol “JIDG”.

There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “JIDG”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

As of June 30, 2014, no shares of our common stock have been traded.

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Number of Holders

As of June 30, 2014, the 953,830,000 issued and outstanding shares of common stock were held by a total of 860 shareholders of record. This number excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.

Our registered transfer agent for our common stock is Island Stock Transfer, 15500 Roosevelt Boulevard, Suite 301, Clearwater, FL 33760, Telephone (727) 289-0010.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal years ended April 30, 2014. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

We do not intend to issue any cash dividends in the future. We intend to retain earnings, if any, to finance the development and expansion of our business.

However, it is possible that our management may decide to declare a stock dividend in the future. Our future dividend policy will be subject to the discretion of our board of directors and will be contingent upon future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended April 30, 2014 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended April 30, 2014.

Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Purchase of our Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended April 30, 2014.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) includes a comparison of the year ended April 30, 2014 to the comparable period of 2013. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

We were incorporated in the State of Nevada on August 4, 2010 under the name Advento, Inc with an original plan to market and distribute an assortment of residential and commercial shower cabinets produced by Hanzhou Yongsheng Holdings Co., Ltd in the European and North American markets. On March 12, 2013, Mr. Xijian Zhou acquired a total of 750,000,000 shares of our common stock from Mr. Liangwei Wang, a former major shareholder of us, for a total consideration of $306,680, representing 82.92% of our issued and outstanding shares as of March 12, 2013 (the “Transfer”). After the Transfer, We intend to develop, source, market and distribute healthcare related consumer products in the global market and possibly acquire an existing target company or business in the related field operating in the United States. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through development of various healthcare related consumer products and acquisition of a business rather than immediate, short-term earnings.

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Recent developments

On June 25, 2014, we entered into a distribution agreement with Right Fortune International Limited to distribute Yolexury and Yolexury Travel Pack, a health juice product which increases energy and stamina, helps to main healthy cardio vascular function and promotes healthy digestive system.. According to the distribution agreement, we will be granted exclusive distribution rights in the Greater China area (Mainland China, Hong Kong, Macao and Taiwan) for calendar year 2014. Right Fortunate will manufacture products in accordance with purchase orders placed by us. Furthermore, Right Fortunate has covenanted that all products will meet standards including but not limited to Good Manufacturing Practice standards and qualifications, Certificate of Free Sale and Sanitation standards and qualifications, and are of the highest quality and tested by a third party lab. We will be responsible for assuring that manufacturing and packaging is completed within USA standards and practices. We expect that by entering into this distribution agreement, we will start to build up our reputation as a distributor of health products and consumer goods, and expand our distribution network, which will result in positive cash flow. In addition, we are currently seeking to obtain the distribution rights for a marine phytophlankton product that aids blood cleaning and detoxification and bolsters the immune system and a rice cereal product that boosts needed energy and vitality. We intend to start to distribute the product through a multi-level marketing company affiliated to us in China in the next six months. To facilitate our growth, we acquired Dao Sheng Tradingfor HK$10,000 and set up Joymain International HK in May 2014. We consider Hong Kong as an ideal location to connect to all Asian markets and it provides a comprehensive and advanced legal system for trading and intellectual property protection. Based on the recent developments of our business, in particular our distribution agreement with Right Fortune, we no longer consider ourselves to be a shell company, although we are still in the developmental stage as we have yet to generate substantive revenue from our chosen business and operations.

RESULTS OF OPERATIONS

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, although there can be no guarantee that we will be able to raise such capital or, if we are able to, that the terms of such financing will be favorable to our current shareholders.

Year Ended April 30, 2014 Compared to Year Ended April 30, 2013

We have limited operational history. From our inception on August 4, 2010 to April 30, 2014, we did not generate any revenues. Our ability to generate any revenues in the next 12 months continues to be uncertain.

Our net loss for the fiscal year ended April 30, 2014 was $165,659 compared to a net loss of $44,796 for the year ended to April 30, 2013.

Professional Fees. During the year ended April 30, 2014, our company incurred $113,437 of professional fees consisting of auditing, accounting, business advisory, legal and filing fees associated with our company’s name change, stock split, and filing of period reports with the Securities and Exchange Commission (“SEC”). During the year ended April 30, 2013, our company incurred $40,465 of professional fees consisting of auditing, accounting, legal and filing fees associated with our company’s name change, stock split, and filing of period reports with the Securities and Exchange Commission (“SEC”).

Other General and Administrative Expenses. Other general and administrative expenses totaled $54,028 for the year ended April 30, 2014, as compared to $4,331 for the year ended April 30, 2013, an increase of $49,697 or approximately 1,147.5% . Other general and administrative expenses for the years ended April 30, 2014 and 2013 consisted of the following

    Year Ended     Year Ended  
    April 30, 2014     April 30, 2013  
Travel and entertainment $  17,439   $  3,663  
Payroll and related benefits   33,405     -  
Other   3,184     668  
Total $  54,028   $ 4,331  

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  • Travel and entertainment expense for the year ended April 30, 2014 increased by $13,776, or 376.1%, as compared to the year ended April 30, 2013. The increase was primarily attributable to the increased spending in our travel as a result of us actively searching and on-site communicating and discussing with potential product suppliers and acquisition targets in order to develop our business.
  • Payroll and related benefits for the year ended April 30, 2014 increased by $33,405, or 100%, as compared to the year ended April 30, 2013. In order to support our business development activities , we hired two employees in the U.S. during the year ended April 30, 2014 and started incurring salary expenses to our officers in April 2014. We did not have any employee during the year ended April 30, 2013.
  • Other general and administrative expenses for the year ended April 30, 2014 increased by $2,516, or 376.6% as compared to the year ended April, 30, 2013. which reflected the increased business activities.

Liquidity and Capital Resources

Our cash and cash equivalents is our principal source of liquidity. At April 30, 2014, we had $1,301,748 in cash and cash equivalents, $900 in prepaid expenses, accounts payable of $12,688, due to related parties of $39,855. At April 30, 2013, we had $1,945 in prepaid expenses, accounts payable of $5,909, and loans from shareholders of $27,113. In July 2013, we received $1,479,900 from the sale of 49,330,000 shares of common stock and incurred $31,104 offering costs related to the transaction. As of April 30, 2014 and 2013, we had accumulated deficits of $1,105,021 and $939,362. Accordingly, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.

Cash Flows Used In Operating Activities

We have not generated positive cash flows from operating activities. For the fiscal year ended April 30, 2014, net cash flows used in operating activities was $157,738, consisting of a net loss of $165,659, the add-back of non-cash item of deprecation of $ 97, an increase in accounts payable of $6,779, and a decrease in prepaid expenses of $1,045. For the fiscal year ended April 30, 2013, net cash flows used in operating activities was $41,233, consisting of a net loss of $44,796, an increase in accounts payable of $4,592, a decrease in inventory of $916, and an increase in prepaid expenses of $1,945. Net cash flows used in operating activities was $216,886 for the period from inception (August 4, 2010) to April 30, 2014.

Cash Flows Used In Investing Activities

Net cash flow used in investing activities reflects the purchase of property and equipment of $2,052 and $0 for the year ended April 30, 2014 and 2013, respectively.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancs from related parties or the issuance of equity. For the year ended April 30, 2014, net cash provided by financing activities was $1,461,538 including proceeds from sales of securities to related parties of $60,782, proceeds from issuance of common stock of $1,479,900, and offset by repayments of shareholders loans of $48,040 and payments of common stock offering costs of $31,104. For the year ended April 30, 2013, net cash provided by financing activities was $22,050, proceeds from related parties and offset by repayments to related parties of $5,663. For the period from inception (August 4, 2010) to April 30, 2014, net cash provided by financing activities were $1,520,686 included in proceeds from issuance of common stock of $1,508,150, proceeds from related parties of $97,343 and offset by payments of common stock offering costs of $31,104 and $53,703 repayments to related parties.

We expect to have significant increases in our capital expenditures for the next twelve months as we are actively developing our business and products. We believe that we will need additional outside capital investments to meet our anticipated cash requirements for the next twelve months.

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As our current operations has yet to generate positive cash flow for us, we intend to sell our common shares to investors to raise funds for our operating and investing cash needs. During the next 12 months we anticipate incurring costs related to develop healthcare related consumer products, filing of Exchange Act reports and consummating an acquisition. There is no assurance that we will be able to successfully raise additional funds to support our future operations.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application.

Our company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Development Stage Company

Our company has not generated significant revenues to date; accordingly, our company is considered a development stage enterprise as defined in Financial Accounting Standards Board No. 7, "Accounting and Reporting for Development Stage Companies." Our company is subject to a number of risks similar to those of other companies in an early stage of development.

Going Concern

The financial statements have been prepared on a going concern basis which assumes our company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Our company has incurred losses since inception resulting in an accumulated deficit of $1,105,021 as of April 30, 2014 and further losses are anticipated in the development of its business raising substantial doubt about our company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon our 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 sale of common stock.

Our company will depend almost exclusively on outside capital to complete the development of a business plan. Such outside capital will include proceeds from the issuance of equity securities and may include commercial borrowing. There can be no assurance that capital will be available as necessary to meet these development costs or, if the capital is available, that it will be on terms acceptable to our company.

The issuances of additional equity securities by our company may result in a significant dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our company's liabilities and future cash commitments.

Cash and Cash Equivalents

Our company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. We maintain our cash and cash equivalents with a financial institution in the U.S. Cash and cash equivalents consisted of cash and money market accounts at April 30, 2014.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

11


Foreign Currency Translation

Our company's functional currency and its reporting currency is the United States dollar.

Fair Value of Financial Instruments

Our company adopted ASC 820, Fair Value Measurements and Disclosure (“ASC 820”) for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on our company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Our company did not identify any assets and liabilities that are required to be presented on the condensed balance sheets at fair value in accordance with the relevant accounting standards.

The carrying values of accounts payables and debts approximate their fair values due to the short maturities of these instruments.

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

    For the Year Ended April 30,  
    2014     2013  
Expected income tax expense(recovery) at the statutory rate of 34% $  (165,659 ) $  (15,231 )
Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)   -     -  
Change in valuation allowance   165,659     15,231  
Provision for income taxes $  -   $  -  

The components of deferred income taxes are as follow:

    For the Year Ended April 30,  
    2014     2013  
Deferred income tax asset:            
Net operating loss carryforwards $  191,117   $  21,458  
Valuation allowance   (191,117 )   (21,458 )
Deferred income taxes $  -   $  -  

As of April 30, 2014, the Company has a net operating loss carryforward (“NOL”) of approximately $191,000 available to offset future taxable income through 2033. The NOL is limited under Section 382 of the Internal Revenue Code of 1986 if a change in control or ownership should occur. On March 12, 2013, a change of control occurred which will substantially limit the use of our current NOL in the future. The increases in the valuation allowance at April 30, 2014 and 2013 from their immediate prior year end was $165,659 and $15,231, respectively.

12


Basic and Diluted Loss Per Share

Our company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Our company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Related Parties

Parties are considered to be related to our company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with our company. Related parties also include principal owners of our company, its management, members of the immediate families of principal owners of our company and its management and other parties with which our company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Our company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

Recent Accounting Pronouncements

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

Requirement for 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 April 30, 2014, 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

We have no 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 is material to stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 

13


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(f/k/a Advento, Inc.)
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
APRIL 30, 2014 and 2013

CONTENTS

PAGE F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
PAGE F-3 BALANCE SHEETS AS OF APRIL 30, 2014 AND 2013
     
PAGE F-4 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2014 AND 2013 AND FOR THE PERIOD FROM AUGUST 4, 2010 (INCEPTION) TO APRIL 30, 2014
     
PAGE F-5 STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE YEARS ENDED April 30, 2014 and 2013
     
PAGE F-6 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2014 AND 2013 AND FOR THE PERIOD FROM AUGUST 4, 2010 (INCEPTION) TO APRIL 30, 2014
     
PAGES F-7 - F-11 NOTES TO AUDITED FINANCIAL STATEMENTS

F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Directors
Joymain International Development Group Inc.
(formerly known as Advento, Inc.)

We have audited the accompanying balance sheets of Joymain International Development Group Inc. (a Development Stage Company) (formerly known as Advento, Inc.) (the “Company”) as of April 30, 2014 and 2013 and the related statements of operations, changes in stockholders’ deficiency and cash flows for each of the two years in the period ended April 30, 2014, and for the period from August 4, 2010 (date of inception) through April 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2014 and 2013 and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2014, and for the period August 4, 2010 (date of inception) through April 30, 2014, in conformity with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred significant losses since inception. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans, with respect to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

/s/ RBSM, LLP
Certified Public Accountants

New York, NY
July 1, 2014

F-2


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(FORMERLY KNOWN AS ADVENTO, INC.)
(A Development Stage Company)
BALANCE SHEETS

 

  April 30,     April 30,  

 

  2014     2013  

                                                                                   ASSETS

           

CURRENT ASSETS:

           

   Cash

$  1,301,748   $  -  

   Prepaid expenses

  900     1,945  

           TOTAL CURRENT ASSETS

  1,302,648     1,945  

PROPERTY AND EQUIPMENT - Net

  1,955     -  

 

           

           TOTAL ASSETS

$  1,304,603   $  1,945  

                                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

           

CURRENT LIABILITIES:

           

   Accounts payable

$  12,688   $  5,909  

   Due to related parties

  39,855     27,113  

           TOTAL CURRENT LIABILITIES

  52,543     33,022  

 

           

STOCKHOLDERS' EQUITY (DEFICIT):

           

   Common stock,1,500,000,000 shares authorized, par value $0.001,
   953,830,000 and 904,500,000 shares issued and outstanding at
   April 30, 2014 and 2013, respectively

  953,830     904,500  

   Additional Paid-in Capital

  1,403,251     3,785  

   Deficit accumulated during the development stage

  (1,105,021 )   (939,362 )

 

           

           TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

  1,252,060     (31,077 )

 

           

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$  1,304,603   $  1,945  

See accompanying notes to financial statements

F-3


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(FORMERLY KNOWN AS ADVENTO, INC.)
(A Development Stage Company)
STATEMENT OF OPERATIONS

 

              For the Period From  

 

              August 4, 2010  

 

              (Inception)  

 

  For the Years Ended     Through  

 

  30 April     April 30,  

 

  2014     2013     2014  

 

                 

REVENUE

$  -   $  -   $  -  

 

                 

EXPENSES

  167,465     44,796     230,577  

 

                 

Loss from operations

  (167,465 )   (44,796 )   (230,577 )

Other Income:

                 

        Interest income

  1,806           1,806  

Total other income

  1,806     -     1,806  

 

                 

Loss before income taxes

  (165,659 )   (44,796 )   (228,771 )

Provision for income taxes

  -     -     -  

 

                 

NET LOSS

$  (165,659 ) $  (44,796 ) $  (228,771 )

BASIC AND DILUTED:

                 

     Loss per common share

  a     a        

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

  945,720,959     904,500,000      

 

                 

a= Less than ($0.01) per share

                 

See accompanying notes to financial statements

F-4


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(FORMERLY KNOWN AS ADVENTO, INC.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the Years Ended April 30, 2014 and 2013

 

                    Deficit        

 

                    Accumulated        

 

  Common Stock           During the     Total  

 

  Number of           Additional     Development     Stockholders'  

  Shares     Amount     Paid-in Capital     Stage     Equity (Deficit)  

Balance, April 30, 2012

  904,500,000   $ 904,500   $ -   $ (894,566 ) $ 9,934  

 

                             

Forgiveness of loans from shareholders

  -     -     3,785     -     3,785  

 

                             

Net loss

  -     -     -     (44,796 )   (44,796 )

 

                             

Balance, April 30, 2013

  904,500,000   $  904,500   $  3,785   $  (939,362 ) $  (31,077 )

 

                             

Common shares sold at $0.03 per share

  49,330,000     49,330     1,430,570     -     1,479,900  

 

                             

Common shares offering costs

  -     -     (31,104 )   -     (31,104 )

 

                             

Net loss

  -     -     -     (165,659 )   (165,659 )

 

                             

Balance, April 30, 2014

  953,830,000   $  953,830   $  1,403,251   $  (1,105,021 ) $  1,252,060  

See accompanying notes to financial statements

F-5


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(FORMERLY KNOWN AS ADVENTO, INC.)
(A Development Stage Company)
STATEMENTS OF CASHFLOWS

 

              For the Period from  

 

              August 4, 2010  

 

  For the Years Ended     (Inception) Through  

 

  April 30,     April 30,  

 

  2014     2013     2014  

OPERATING ACTIVITIES:

                 

   Net loss

$  (165,659 ) $  (44,796 ) $  (228,771 )

   Adjustments to reconcile net loss from operations to net cash used in operating activities

           

 

                 

         Depreciation and amortization

  97     -     97  

 

                 

         Decrease in inventory

  -     916     -  

         Decrease (Increase) in prepaid expenses

  1,045     (1,945 )   (900 )

         Increase in accounts payable

  6,779     4,592     12,688  

 

                 

                       NET CASH USED IN OPERATING ACTIVITIES

  (157,738 )   (41,233 )   (216,886 )

 

                 

INVESTING ACTIVITIES:

                 

 

                 

   Purchase of property and equipment

  (2,052 )   -     (2,052 )

 

                 

                       NET CASH USED IN INVESTING ACTIVITIES

  (2,052 )   -     (2,052 )

 

                 

FINANCING ACTIVITIES:

                 

 

                 

   Proceeds from issuance of common stock

  1,479,900     -     1,508,150  

 

                 

   Payments of common stock offering costs

  (31,104 )   -     (31,104 )

   Repayment of shareholders loans

  (48,040 )   (5,663 )   (53,703 )

   Loans from shareholders

  60,782     27,713     97,343  

 

                 

                       NET CASH PROVIDED BY FINANCING ACTIVITIES

  1,461,538     22,050     1,520,686  

 

                 

Net Increase (Decrease) in Cash

  1,301,748     (19,183 )   1,301,748  

 

                 

Cash, Beginning of Period

  -     19,183     -  
CASH, END OF PERIOD $  1,301,748   $  -   $  1,301,748  
SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION                  
   Interest $  -   $  -   $  -  
   Income Taxes $  -   $  -   $  -  
 Non-cash financing activities:                  
     Forgiveness of loans from shareholders $  -   $  3,785   $  3,785  

See accompanying notes to financial statements

F-6


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(f/k/a ADVENTO, INC.)
(A Development Stage Company)
Notes to Financial Statements
April 30, 2014

NOTE 1 ORGANIZATION AND BUSINESS OPERATIONS

Joymain International Development Group Inc. (f/k/a Advento, Inc.), a development stage company, (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on August 4, 2010. The Company is a development stage company and initially planned to commence operations in the distribution of shower cabinets. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

On March 12, 2013, Mr. Xijian Zhou acquired an aggregate of 750,000,000 shares of the Company’s common stock, representing 82.92% of our issued and outstanding shares as of March 12, 2013. Effective March 12, 2013, (a) Mr. Liang Wei Wang resigned as the Company’s president, secretary, treasurer, and director of the Company; (b) Mr. Suqun Lin, was appointed as the Company’s sole director, president, secretary and treasurer. Effective March 28, 2013, the Nevada Secretary of State accepted for filing of a Certificate of Amendment to the Company’s Articles of Incorporation to change the Company’s name from Advento, Inc. to Joymain International Development Group Inc. and to increase its authorized capital from 75,000,000 to 1,500,000,000 shares of common stock, par value of $0.001. These amendments became effective on April 10, 2013 upon approval from the Financial Industry Regulatory Authority (“FINRA”). Also effective April 10, 2013, pursuant to a 300 new for one (1) old forward split, the Company’s issued and outstanding shares of common stock increased from 3,015,000 to 904,500,000 shares, par value of $0.001. Information regarding shares of common stock (except par value per share), discount on stock issued, and net (loss) income per common share for all periods presented reflects the three hundred-for-one forward split of the Company’s common stock.

In connection with the change of control, the Company changed its business operation plan to develop, source, market and distribute healthcare related consumer products in the global market and possibly acquire an existing target company or business in the related field which operates in the United States. Activities during the development stage include developing a business plan and raising capital. Until additional funding is raised through selling the Company common shares, the majority shareholder anticipates funding the Company’s operating costs. There is no assurance that the Company will be able to successfully raise additional funds.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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.

Development Stage Company

The Company has not generated significant revenues to date; accordingly, the Company is considered a development stage enterprise as defined in ASC 915, "Accounting and Reporting for Development Stage Companies." The Company is subject to a number of risks similar to those of other companies in an early stage of development.

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 $1,105,021 as of April 30, 2014 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 sale of common stock.

The Company will depend almost exclusively on outside capital to complete the development of a business plan. Such outside capital will include proceeds from the issuance of equity securities and may include commercial borrowing. There can be no assurance that capital will be available as necessary to meet these development costs or, if the capital is available, that it will be on terms acceptable to the Company.

The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments.

F-7
 


Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The company maintains cash and cash equivalents with a financial institution in the U.S. Cash and cash equivalents consisted of cash and money market accounts at April 30, 2014.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosure (“ASC 820”) for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not identify any assets and liabilities that are required to be presented on the condensed balance sheets at fair value in accordance with the relevant accounting standards.

The carrying values of accounts payables and debts approximate their fair values due to the short maturities of these instruments.

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.

F-8


Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

  For the Years Ended April 30,  

 

  2014     2013  

Expected income tax expense(recovery) at the statutory rate of 34%

$  (165,659 ) $  (15,231 )

Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)

  -     -  

Change in valuation allowance

  165,659     15,231  

Provision for income taxes

$  -   $  -  

The components of deferred income taxes are as follow:

    For the Years Ended April 30,  
    2014     2013  
Deferred income tax asset:            
Net operating loss carryforwards $  191,117   $  21,458  
Valuation allowance   (191,117 )   (21,458 )
Deferred income taxes $  -   $  -  

As of April 30, 2014, the Company has a net operating loss carryforward (“NOL”) of approximately $191,000 available to offset future taxable income through 2033. The NOL is limited under Section 382 of the Internal Revenue Code of 1986 if a change in control or ownership should occur. On March 12, 2013, a change of control occurred which will substantially limit the use of our current NOL in the future. The increases in the valuation allowance at April 30, 2014 and 2013 from their immediate prior year end was $165,659 and $15,231, respectively.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Fiscal Periods

The Company's fiscal year end is April 30.

F-9


Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists , which concludes an unrecognized tax benefit should be presented as a reduction of a deferred tax asset when settlement in this manner is available under the tax law. The amendments are effective for reporting periods beginning after December 15, 2013. Early adoption is permitted. The Company does not expect the adoption of ASU No. 2013-11 will have a significant effect on its financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

F-10


NOTE 3 RELATED PARTY TRANSACTIONS

For the year ended April 30, 2014, the Company’s majority shareholder loaned the Company $58,449 for general expenses and professional fees and the Company repaid the major shareholder $48,040. The loans are non-interest bearing, due upon demand and unsecured. For the year ended April 30, 2013, a former Director had loaned the Company $600 for professional fees and the Company’s majority shareholder loaned the Company $27,113 for general expenses and professional fees. The loans are non-interest bearing, due upon demand and unsecured. In connection with the change of control on March 12, 2013, a former director forgave the loans of $3,785 and the amount was recorded by the Company as contributed capital. At April 30, 2014 and 2013, the Company’s loans from the major shareholder amounted to $37,522 and $27,113, respectively.

Other payables-related parties consist of accrued salary payable to the Company’s officers. The amounts are expected to be repaid in the form of cash. At April 30, 2014 and 2013, the Company’s other payable- related parties to $2,333 and $0, respectively.

NOTE 4 STOCKHOLDERS’ EQUITY (DEFICIT)

The authorized capital of the Company is 1,500,000,000 common shares with a par value of $0.001 per share.

On March 12, 2013, in connection with the change in control, a former director forgave loans of $3,785 and this was recorded by the Company as contributed capital.

On July 19, 2013, the Company issued 49,330,000 shares of common stock at a price of $0.03 per share for total gross cash proceeds of $1,479,900 in a private placement transaction. The Company incurred $31,104 offering costs related to the private placement.

On March 31, 2014, the Company received written consent from the board of directors to carry out a private placement of up to 170,000,000 shares of common stock at a price of $0.07 per share for maximum gross proceeds of $11,900,000 (the “Private Placement”).

NOTE 5 SUBSEQUENT EVENTS

On May 30, 2014, the Company acquired Dao Sheng Trading Limited (“Dao Sheng”), a limited liability company incorporated in Hong Kong on December 5, 2013, for HKD 10,000 (USD1,290). Dao Sheng is a product trading company based in Hong Kong. On May 19, 2014, the Company incorporated Joymain International Intellectual Property Limited (“Joymain Intellectual”), a limited liability company, in Hong Kong. Joymain Intellectual is a product research and development company based in Hong Kong.

F-11



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

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was conducted under the supervision and with the participation of our management, including Mr. Suqun Lin, our president and our principal executive officer, and Mr. Chengjie He, our principal financial officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2014. 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 officers also confirmed that there was no change in our internal control over financial reporting during the year ended April 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer) of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our disclosure controls and procedures included a review of the disclosure controls' and procedures' objectives, design, implementation and the effect of the controls and procedures on the information generated for use in this report. In the course of our evaluation, we sought to identify data errors, control problems or acts of fraud and to confirm the appropriate corrective actions, if any, including process improvements, were being undertaken. Our management concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective and were operating at the reasonable assurance level.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected in a timely manner. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. In addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Therefore, any current evaluation of controls cannot and should not be projected to future periods.

Management assessed our internal control over financial reporting as of the year ended April 30, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the report entitled "Internal Control-Integrated Framework." The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Based on management’s assessment using the COSO criteria, management has concluded that the Company’s internal control over financial reporting was effective as of April 30, 2014 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles considering our nominal operations, short operating history and relatively small size.

14


Because we are a smaller reporting company, this Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of April 30, 2014, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On July 19, 2013, we closed an offering ( the “Reg. S Offering”) of $1,479,000 in which we issued a total of 49,330,000 shares of common stock, par value $0.001 per share to 856 investors at a purchase price of $0.03 per share in reliance upon the exemption from securities registration afforded by Regulation S (“Regulation S”) as promulgated under the Securities Act of 1933. The Investors in the Reg. S Offering are individuals and independent third-party distributors to a multi-level marketing company in China, Nanjing Joymain Science and Technology Development Co., Ltd (“Nanjing Joymain”). Nanjing Joymain is considered as a related party to us because its director Mr. Xijian Zhou is our controlling shareholder. However, we determined that those investors were not related parties to us because they were independent distributors to Nanjing Joymain None of the investors was issued more than 5% of the shares of the Company in the Reg. S offering.

On May 19, 2014, we incorporated Joymain Intellectual, a limited liability company, in Hong Kong. Joymain Intellectual is a product research and development company and Mr. Chengjie He was elected as the sole director. On May 30, 2014, we acquired 10,000 shares of ordinary shares of Dao Sheng from Ms. Jian Zhou in a consideration of a total of HK$10,000 resulting in that Dao Sheng became a wholly owned subsidiary of us. Dao Sheng is a product trading company based in Hong Kong and Mr. Chengjie He was elected as the sold director of Dao Sheng to replace Ms. Zhou.

PART III

ITEM 10. DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. We do not have written employment contracts or directorship contracts with our officers and directors. .

The name and position of our present officers and directors are set forth below:

Name   Age   Position   Date First Elected or Appointed  
               
Suqun Lin 33 President, Chief Executive Officer, Secretary and Director March 12, 2013
               
Chengjie He   28   Chief Financial Officer and Treasure   April 1, 2014  
               
Jian Shao   46   Chief Business Development Officer   April 1, 2014  

15


BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICER AND DIRECTOR

Suqun Lin – President, Secretary, Treasurer and Director

Suqun Lin was appointed as our president, secretary, treasurer and director on March 12, 2013. Since September 2010, Mr. Lin has been the senior operating officer, China District, of Nanjing Joymain a company that specializes in research and development, production and marking of high-tech health care products. As senior operating officer, Mr. Lin is responsible for managing the operations, logistics, customer services, production and procurement departments in the People’s Republic of China. Mr. Lin first joined Naijing Joymain as an administration manager in May 2009 and managed the human resources and office administration of the company. Mr. Lin was promoted to director of the president’s office in December 2009 and further promoted to senior operating officer, China District in December 2010.

From April 2008 to April 2009, Mr. Lin was the Shenzhen branch manager of Shenzhen Yuelang Science and Technology Development Co., Ltd., wherein he managed the business development and public relation affairs in the Shenzhen area. Mr. Lin graduated from Fuzhou University with a Bachelor’s degree in Mechanical Design and Automation.

Chengjie He – Chief Financial Officer and Treasure

Mr. He has been the Executive Assistant to CEO of Nanjing Joymain since March 2013. Mr. Xijian Zhou, our major stockholder, is also the a board member of Nanjing Joymain. As Executive Assistant to CEO, Mr. He serves as liaison to the Board of Directors and the senior management team of Nanjing Joymain and completes a board variety of administrative tasks for the Company. He also manages special overseas investment projects for the Company and monitors various financial reports. From February 2011 to January 2013, Mr. He was the Executive Assistant to the General Manager of United Industry (Asia) Co. Ltd. (“United Industry”), a global household appliance parts supply company. He was responsible for follow-up activities related to United Industry’s investment projects in Jiangsu, China area and participated in the project negotiations and relationship management with the local government. He also monitored four subsidiaries’ cash flows and administrative activities for United Industry. From February 2010 to January 2011, Mr. He was Assistant to Chairman of Nanjing Gianda Construction Investment Group, a construction and real estate investment company, responsible for planning and coordinating the Chairman’s daily schedule. He was also assigned to co-manage the financial department and co-monitor cash flow on various construction projects with the CFO. From June 2006 to January 2008, Mr. He was the Import and Export assistant at Taizhou Kim-top Electromechanical Ltd. responsible for customer communication and trade relationship management.

Mr. He holds a Master of Business Administration degree from Vancouver Island University and a Bachelor’s degree in Chinese literature from Suzhou University.

Jian Shao – Chief Business Development Officer

Since July 2009, Mr. Shao has been the Vice President of Marketing of Nanjing Joymain. Mr. Xijian Zhou, our major stockholder, is also a board member of Nanjing Joymain. As Vice President of Marketing, Mr. Shao is responsible for developing marketing strategies, product promotions and sales incentive programs as well as developing new products for launching in the People’s Republic of China (“PRC”). From June 2008 to July 2009, Mr. Shao was the Marketing Director for Shaklee (China) Co. Ltd. a multi-level marketing company in China, responsible for designing and implementing marketing programs for nutrition products and household and personal care products. From August 2007 to May 2008, Mr. Shao was the CEO of Omnlife China Ltd., a multi-level marketing company in Hefei, Anhui, China. From November 2004 to August 2007, Mr. Shao was the Marketing Director of Pharmanex at NuSkin (China) Daily Health Products Co., Ltd. responsible for health food market programs; he launched Pharmanex products in 2005 and developed product pipelines for the China market. From 1996 to 2004, Mr. Shao was the Associate Product Manager of Pfizer Pharmaceutical Ltd. responsible for Zithromax, an antibiotic medicine, in China. From 1992 to 1995, Mr. Shao was a physician at Huashan Hospital.

Mr. Shao graduated from Shanghai Medical University with a Master’s degree in Clinical Medicine.

Identification of Significant Employees

We have no significant employees, other than Suqun Lin our president, chief executive officer, secretary, and director, and Chengjie He, our chief financial officer and treasure.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

16



1.

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

  
2.

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

  
3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

  
4.

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

  
5.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

  
6.

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

Our board of directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

AUDIT COMMITTEE

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

17


A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president, at the address appearing on the first page of this annual report.

We believe that the member of our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

  (a)

principal executive officer;

     
  (b)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years our ended April 30, 2014 and April 30, 2013; and

     
  (c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2014 and April 30, 2013,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Year  Salary  Bonus Stock Option Non-Equity Nonqualified All Other Total ($)
Principal   ($) ($) Awards Awards Incentive Plan Deferred Compensation  
Position       ($) ($) Compensation ($)  Compensation  ($)  
              Earnings ($)    
                   
Suqun Lin(1) 2013 0 0 0 0 0 0 0 0
President, Chief 2014 833 0 0 0 0 0 0 833
Executive                  
Officer,                  
Secretary and                  
Director                  
Chengjie He(2) 2013 0 0 0 0 0 0 0 0
Chief Financial 2014 750 0 0 0 0 0 0 750
Officer and                  
Treasure                  
Jian Shao(2) 2013 0 0 0 0 0 0 0 0
Chief Business 2014 750 0 0 0 0 0 0 750
Development                  
Officer                  

(1)

Appointed on March 12, 2013. The Company modified its compensation policy and started to compensate Mr. Lin on April 1, 2014.

(2)

Appointed on April 1, 2014.

18


There are no current employment agreements between our company and our sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal years ended April 30, 2014 and 2013 there were no options granted to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the years ended April 30, 2014 and 2013.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

The following table provides certain information regarding the ownership of our common stock, as of June 30, 2014 by:

  • each of our executive officers;
  • each director;
  • each person known to us to own more than 5% of our outstanding common stock; and
  • all of our executive officers and directors and as a group.

    19



  Name and Address of Amount and Nature of  
           Title of Class Beneficial Owner Beneficial Ownership(1) Percentage
       
Common Stock Suqun Lin(2) Nil 0%
  No. 30 N. Zhongshan Road, Floor 40, shares of common stock  
  Guluo District, Nanjing , Jiangsu    
  Province, P.R.C. 210008    
       
Common Stock Xijian Zhou 750,000,000(3) 78.6%
  No. 30 N. Zhongshan Road, Floor 38, shares of common stock (direct)  
  Guluo District, Nanjing    
  Jiangsu Province, P.R.C. 210008    

(1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

(2)

Suqun Lin is our president, secretary, treasurer and director.

(3)

The percent of class is based on 953,830,000 shares of common stock issued and outstanding as of June 30, 2014.

CHANGES IN CONTROL

On March 12, 2013, pursuant to the terms of a share exchange agreement, Mr. Xijian Zhou acquired an aggregate of 750,000,000 shares of our common stock, representing 82.92% of our issued and outstanding shares as of March 12, 2013. Effective March 12, 2013, (a) Mr. Liang Wei Wang resigned as president, secretary, treasurer, and director of our company; (b) Mr. Suqun Lin, was appointed as our sole director, president, secretary and treasurer. Our company did not receive any proceeds from the transaction. In accordance with the terms of the agreement our company at the closing of the agreement had no assets and liabilities.

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

We have not entered into any transaction during the last two fiscal years with any director, executive officer, director nominee, 5% or more shareholder, nor have we entered into transaction with any member of the immediate families of the foregoing person (including spouse, parents, children, siblings, and in-laws) or is any such transaction proposed, except as follows:

For the year ended April 30, 2014, our majority shareholder loaned us $58,449 for general expenses and professional fees and we repaid the major shareholder $48,040. The loans are non-interest bearing, due upon demand and unsecured. For the year ended April 30, 2013, a former Director had loaned us $600 for professional fees and our majority shareholder loaned us $27,113 for general expenses and professional fees. The loans are non-interest bearing, due upon demand and unsecured. In connection with the change of control on March 12, 2013, a former director forgave the loans of $3,785 and the amount was recorded by us as contributed capital. At April 30, 2014 and 2013, our loans from the major shareholder amounted to $37,522 and $27,113, respectively.

Other payables-related parties consist of accrued salary payable to our officers. The amounts are expected to be repaid in the form of cash. At April 30, 2014 and 2013, our other payable- related parties to $2,333 and $0, respectively.

Director Independence

We currently act with one director, consisting of Suqun Lin. We have determined that our sole director is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our board of directors acts in such capacities. We believe that our sole member of our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

20



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal years ended April 30, 2014 and 2013 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


Year Ended
April 30, 2014
$
April 30, 2013
$
Audit Fees 8,000 7,250
Audit Related Fees - -
Tax Fees - -
All Other Fees - -
Total 8,000 7,250

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

21


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements

     
(1)

Financial statements for our company are listed in the index under Item 8 of this document;

     
(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

     
(b)

Exhibits


Exhibit Description
Number  
(3) (i) Articles of Incorporation; (ii) Bylaws
3.1 Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on May 31, 2011)
3.2 Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on May 31, 2011)
3.3 Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on April 11, 2013)
(10) Material Contracts
10.1* Distribution Cooperation Agreement dated June 25, 2014
10.2* Exclusive Right of Resell Agreement
10.3* Subscription Agreement dated July 29, 2013
(31) Rule 13a-14(a) / 15d-14(a) Certifications
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal
  Accounting Officer
(32) Section 1350 Certifications
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal
  Financial Officer and Principal Accounting Officer
101** Interactive Data Files
101.

INS XBRL Instance Document

101.

SCH XBRL Taxonomy Extension Schema Document

101.

CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.

DEF XBRL Taxonomy Extension Definition Linkbase Document

101.

LAB XBRL Taxonomy Extension Label Linkbase Document

101.

PRE XBRL Taxonomy Extension Presentation Linkbase Document


*

Filed herewith.

   
**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

22


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

Joymain International Development Group Inc.

Dated: July 1, 2014 By: /s/ Suqun Lin
  Suqun Lin
  President, Chief Executive Officer,
  Secretary and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.Each person whose signature appears below hereby authorizes Suqun Lin as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission.

Signature   Title   Date  
           
/s/ Suqun Lin   President, Chief Executive Officer   July 1, 2014  
Suqun Lin   Secretary and Director      
           
/s/ Chengjie He   Chief Financial Officer and Treasurer   July 1, 2014  
Chengjie He   ( Principal Accounting Officer)      
           
/s/Jian Shao          
Jian Shao   Chief Business Development Officer   July 1, 2014  

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