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JMAX INTERNATIONAL Ltd Form 424B3 Filed 2019-02-01

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JMAX INTERNATIONAL Ltd Form 424B3 Filed 2019-02-01 SECURITIES AND EXCHANGE COMMISSION FORM 424B3 Prospectus filed pursuant to Rule 424(b)(3) Filing Date: 2019-02-01 SEC Accession No. 0001493152-19-001234 (HTML Version on secdatabase.com) FILER JMAX INTERNATIONAL Ltd Mailing Address Business Address 56 DUNDAS ST.,PARK-IN 56 DUNDAS ST.,PARK-IN CIK:1735664| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 0331 COMMERCIAL CENTRE COMMERCIAL CENTRE Type: 424B3 | Act: 33 | File No.: 333-225028 | Film No.: 19558128 SUITE 1733-35, 17/F SUITE 1733-35, 17/F SIC: 5190 Miscellaneous nondurable goods KOWLOON, HONG KONG F4 KOWLOON, HONG KONG F4 999077 999077 85223230835 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Filed Pursuant to Rule 424(b)(3) Registration No. 333-225028 PROSPECTUS 223,600,000 Ordinary Shares JMAX INTERNATIONAL LIMITED This prospectus relates to the resale by the investors listed in the section titled “Selling Shareholders”, and we refer to the investors as the selling shareholders (the “Selling Shareholders”) of up to 223,600,000 of our ordinary shares, par value $0.01 per share (the “Ordinary Shares”). We issued the Ordinary Shares in connection with private placement conducted between April and October 2017. Our registration of the Ordinary Shares covered by this prospectus does not mean that the Selling Shareholders will offer or sell any of the shares. The Selling Shareholders may offer and sell or otherwise dispose of our Ordinary Shares described in this prospectus from time to time through public or private transactions at a fixed price of $0.01 per share. See “Plan of Distribution” beginning on page 89 for more information. We will not receive any of the proceeds from the Ordinary Shares sold by the Selling Shareholders. No underwriter or other person has been engaged to facilitate the sale of Ordinary Shares in this offering. The Selling Shareholder s may be deemed underwriters of the Ordinary Shares that they are offering. We have agreed to pay certain expenses in connection with this registration statement. The Selling Shareholders will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of Ordinary Shares. Our Ordinary Shares are not traded on any exchange although we plan to apply to list our Ordinary Shares on the OTCQB after our Form F-1 Registration Statement becomes effective. You should read this prospectus carefully before you invest. Our business and an investment in our securities involve significant risks. You should read the section entitled “Risk Factors” on page 14 of this prospectus and the risk factors incorporated by reference into this prospectus as described in that section before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is January 31, 2019. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Prospectus Summary 7 Risk Factors 14 Use of Proceeds 32 Dividend Policy 32 Market Price of Ordinary Shares 32 Capitalization 32 Selected Consolidated Financial Information 33 Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Industry 51 Business 52 Directors, Management and Corporate Governance 68 Principal Shareholders 71 Certain Relationships and Related Party Transactions 71 Selling Shareholders 72 Plan of Distribution 89 Description of Share Capital 90 Shares Eligible for Future Sale 100 Tax Considerations 101 Expenses Related to the Offering 106 Service of Process and Enforcement of Liabilities 106 Legal Matters 108 Experts 108 Available Information 108 Index to Consolidated Financial Statements F-1 2 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, nor the Selling Shareholders, have authorized any other person to provide you with different or additional information. Neither we, nor the Selling Shareholders, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The Selling Shareholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. Except as otherwise set forth in this prospectus, neither we nor the Selling Shareholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States. TERMS USED IN THIS PROSPECTUS Unless the context otherwise requires, in this prospectus, the term(s) (1) “we,” “us,” “our,” “Company,” “JMax” and “our business” refer to JMax International Limited and Grand World Pro Limited, (2) “Grand World” refers solely to Grand World Pro Limited. All references in this prospectus to the “Predecessor” refer to Grand World for all periods prior to its acquisition by JMax International Limited on January 11, 2017 (the “Grand World Acquisition”) and all references to the “Successor” refer to the Company for all periods after the Grand World Acquisition. PRESENTATION OF FINANCIAL AND OTHER INFORMATION In this prospectus, references to “$”, “US$” and “U.S. Dollars” are to the lawful currency of the United States of America and references to “HK$” are to the lawful currency of Hong Kong, SAR, China. Historical Financial Information Following the Grand World Acquisition, Grand World is considered to be our Predecessor under applicable SEC rules and regulations. The historical financial information presented in this prospectus includes: audited consolidated financial statements of the Company for year ended March 31, 2016 (the “Predecessor 2016 ● Period”); audited consolidated financial statements of the Company from April 1, 2016 to January 10, 2017 (the Predecessor 2017 ● Period”) and the period from January 11, 2017 to March 31, 2017 (the “Successor 2017 Period”); audited consolidated financial statements of the Company for the year ended March 31, 2018 (the “Successor 2018 ● Period”); unaudited consolidated interim financial statements of the Company as of and for the six months ended September 30, ● 2017 (the “Successor 2017 Interim Period”); unaudited consolidated interim financial statements of the Company as of and for the six months ended September 30, ● 2018 (the “Successor 2018 Interim Period”). U.S. GAAP Financial Measures All of the summary financial information included in the following table, which is the most directly comparable financial measures to the non-GAAP financial measures presented hereafter, is prepared in accordance with U.S. GAAP and denominated in US$. Successor Predecessor Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Period from Period from Six Six Year ended Year ended months ended months ended January 11, April 1, March 31, March 31, September 30, September 30, 2017 to 2016 to 2018 2016 2018 2017 March 31, January 10, 2017 2017 (Unaudited) (Unaudited) Revenue $ 3,594,451 $ 4,739,359 $7,157,209 $ 1,858,940 $ - $ - Revenue – related parties - - - - 2,776,845 4,172,263 Net income $ 35,750 $ 1,015,315 $ 806,626 $ 304,219 $ 52,158 $ 17,998 Non-GAAP Financial Measures In this prospectus, we present certain supplemental financial measures that are not recognized by U.S. GAAP. These financial measures are unaudited and have not been prepared in accordance with U.S. GAAP, SEC requirements or the accounting standards of any other jurisdiction. The non-GAAP financial measures used in this prospectus are EBITDA and EBITDA margin. EBITDA margin represents the ratio of EBITDA with revenue. EBITDA is earnings before depreciation, amortization, interest expense and income tax expenses. For additional information on why we present non-GAAP financial measures, the limitations associated with using non-GAAP financial measures and reconciliations of our non-GAAP financial measures to the most comparable applicable U.S. GAAP measure, see “Prospectus Summary—Summary Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We use EBITDA and EBITDA margin, each a non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes. We believe that EBITDA and EBITDA margin help identify underlying trends in our business that could otherwise be distorted by the effect of the expenses that we include in income from operations. We believe that EBITDA and EBITDA margin provide useful information about
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