UMAX : Disclosure Statement - 3rd Quarter ended January 31, 2022

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

UMAX GROUP CORP.

2020 Bay Street

Los Angeles, California 90012

_______________________________

702-750-7639

www.umaxgrpcorp.com

[e-mail]

1. Miscellaneous Services 6799 - Investors, Misc.

7389 Business Services, Not Elsewhere Classified

7812 Motion Picture and Video Tape Production

7819 Services Allied to Motion Picture Production

QuarterlyReport

For the Period Ending: January 31, 2022

(the "Reporting Period")

As of January 31, 2022, the number of shares outstanding of our Common Stock was: 65,472,274

As of October 31, 2021, the number of shares outstanding of our Common Stock was: 565,472,274

As of April 30, 2021, the number of shares outstanding of our Common Stock was: 560,472,274

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☒

No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 1 of 21

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

The Company incorporated as UMAX Group Corp. on March 21, 2011, with the Nevada Secretary of State, Corporation Division. From inception to the date of this report, the Company has not changed its names and has no predecessors.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g., active, default, inactive):

Formed on March 21, 2011, in the State of Nevada (Active and in Good Standing)

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

There have not been any trading suspension orders issued by the SEC concerning the Company since inception.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

On or about November 23, 2020, the Company acquired 100% of the equity interest in Home Foam Corporation, a Nevada corporation, ("Home Foam") making Home Foam a wholly owned subsidiary of the Company.

On or about January 29, 2021, the Company acquired 100% of the equity interest in Mazuma Trucking Company a Nevada corporation, ("Mazuma") making Mazuma a wholly owned subsidiary of the Company.

On or about May 16, 2021, the Company acquired 100% of the equity interest in Funny Media Group, LLC, a Wyoming limited liability company, ("FMG") making FMG a wholly owned subsidiary of the Company.

On or about July 1, 2021, the Company cancelled and reversed the acquisition of Home Foam Corporation, a Nevada corporation, and Mazuma Trucking Company, a Nevada corporation. As of this date, the sole operating subsidiary of the Company is Funny Media Group, LLC, a Wyoming limited liability company.

The address(es) of the issuer's principal executive office:

2020 Bay Street, Los Angeles, California 90012

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☐

2020 Bay Street, Los Angeles, California 90012

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

Not Applicable

[Balance of this Page Intentionally Left Blank]

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 2 of 21

2)	Security Information
Trading symbol:	UMAX (OTC Pink)
Exact title and class of securities outstanding:	Common
CUSIP:		904197100
Par or stated value:	.0001
Total shares authorized:	1,850,000,000	as of date: January 31, 2022
Total shares outstanding:	65,472,274	as of date: January 31, 2022
Number of shares in the Public Float2:	13,793,734	as of date: January 31, 2022
Total number of shareholders of record:	117	as of date: January 31, 2022

Note to Common Stock: During the 2nd quarter ended January 31, 2022 (e.g., On or about August 11, 2021), the Company cancelled 500,000,000 shares of Common Stock of the Company lowering the issued and outstanding Common Stock of the Company to 65,472,274 as of January 31, 2022. The Company plans on conducting the necessary corporate actions and document filings to amend its articles of incorporation with the Nevada Secretary of State, Corporation Division, lowering the authorized common stock from 1,850,000,000 to 500,000,000. These two transactions are being conducted to provide a more normalized market capitalization of the Company's common stock commensurate to the Company's current and future business operations and financial performance.

Trading symbol:	None (Not Publicly Quoted)
Exact title and class of securities outstanding:	Preferred "A"
CUSIP:	N/A
Par or stated value:	.0001
Total shares authorized:	50,000,000	as of date: January 31, 2022
Total shares outstanding:	39,440,000	as of date: January 31, 2022

Designation of Security: The "A" Class Preferred has a conversion rate to one (1) share of the "A" Class Preferred to one thousand (1,000) shares of Common Stock. The holders of the "A" Class Preferred Stock are entitled to vote on all matters voted on by the Company's common shareholders, including election of directors, on the basis of one vote per share of "A" Class Preferred Stock held. However, they are not entitled to cumulative voting, and accordingly, the holders of a majority of the voting shares of the Company can elect the entire board of directors if they choose to do so, and, in that event, the holders of the remaining shares will not be able to elect any person to the Company's Board of Directors. At the current time, per the bylaws of the Company (e.g., Section 5), the "A" Class Preferred shares are the only voting stock of the Company. The current amended designation cannot be amended without a 100% vote approval of current issued and outstanding "A" Class Preferred.

Trading symbol:	None (Not Publicly Quoted)
Exact title and class of securities outstanding:	Preferred "B"
CUSIP:	N/A
Par or stated value:	.0001
Total shares authorized:	11,710,000	as of date: January 31, 2022
Total shares outstanding:	100,000,000	as of date: January 31, 2022

Designation of Security: The "B" Class Preferred has a conversion rate to one (1) share of the "B" Class Preferred to five

1. shares of Common Stock. The conversion rate of the "B" Class Preferred is not affected by a forward or reverse split of the Common Stock of the Company. As of the date of this filing, a majority of the holders of the "B" Class Preferred previously approved a change (e.g., pursuant to N.R.S. 78.1955.3) to the conversion rate of the "B" Preferred Stock to Common Stock. The new conversion rate will be one (1) share of "B" Class Preferred to one (1) share of Common Stock. The Company has not yet filed an amended designation with the Nevada Secretary of State to effectuate this change in the amended conversion rate for this security. This amended designation will be filed with the Nevada Secretary of State before the

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 3 of 21

company's fiscal year end of March 31, 2021.The Company will file a copy of the amended designation via a supplemental filing on OTC Markets subsequent to such filing being completed.

All additional class(es) of publicly traded securities (if any):

Trading symbol:	None
Exact title and class of securities outstanding:	N/A
CUSIP:		N/A
Par or stated value:	N/A
Total shares authorized:	N/A		as of date: N/A
Total shares outstanding:	N/A	as of date: N/A
Transfer Agent
Name:	Transhare Corporation
Phone:	303-662-1112
Email:	[e-mail]
Address: Bayside Center 1, 17755 U.S. Highway 19 N, Clearwater, Florida 33764
Is the Transfer Agent registered under the Exchange Act?3	Yes: ☒	No: ☐
	[Balance of this Page Intentionally Left Blank]

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 4 of 21

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most

Recent Fiscal Year End:

*Right-click the rows below and select "Insert" to add rows as needed.

Opening Balance

Date May 1, 2019

Common: 560,372,274

Preferred A: 40,000,000

Preferred B: 11,710,000

Date of

Transaction

Number of

Class of

Value of shares

Were the

Individual/ Entity

Reason for share

Restricted or

Exemption or

Transaction

type (e.g.,

Shares Issued

Securities

issued ($/per

shares

Shares were

issuance (e.g., for

Unrestricted

Registration

new

(or cancelled)

share) at

issued at

issued to (entities

cash or debt

as of this

Type.

issuance,

Issuance

a

must have

conversion)

-

filing.

cancellation,

discount

individual with

OR-

Nature

shares

to market

voting /

of Services

returned to

price at

investment control

Provided

treasury)

the time

disclosed).

of

issuance

?

(Yes/No)

09/19/19

Conversion

(555,000)

Preferred A

$5

No

Ian Dixon

Preferred A

Restricted

1933 Act -

Conversion

§4(a)(2)

11/05/20

New Issuance

100,000

Common

$10,000

Yes

K9 Kountry, LLC

Cash

Restricted

1933 Act -

(George Rivera)

§4(a)(2)

4/22/21

New Issuance

5,000,000

Common

$1,100,000

Yes

Cedera Solutions,

Preferred A

Unrestricted

1933 Act -

LLC (Brent Taylor)

Conversion

§4(a)(2)

4/22/21

Conversion

(5,000)

Preferred A

$1

No

Cedera Solutions,

Preferred A

Restricted

1933 Act -

LLC (Brent Taylor)

Conversion

§4(a)(2)

8/11/21

Cancellation

(500,000,000)

Common

$20,625,000

No

Red Mountain Labs,

Cancellation of

Restricted

Not Applicable

LLC

Common Stock

Shares Outstanding on Date of This Report:

Ending Balance

Date January 31, 2022

Common: 65,472,274

Preferred A: 39,440,000

Preferred B: 11,710,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019, through June 30, 2021 pursuant to the tabular format above.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 5 of 21