JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.

We may require additional funds to support our long-term business plans. We expect that we may be required to issue additional equity or debt securities or enter into other commercial arrangements, including relationships with corporate and other partners, to secure the additional financial resources to support our development efforts and to implement our long-term business plans. Depending upon market conditions, we may not be successful in raising sufficient additional capital on a timely basis, on favorable terms, or at all. Additionally, the issuance of additional equity securities, including securities convertible into or exercisable for our equity securities, would result in the dilution of the ownership interests of our present stockholders. If we fail to obtain sufficient additional financing, or enter into relationships with others that provide additional financial resources, we may not be able to develop our technology and products in accordance with our long-term business plan, and we may be required to delay significantly, reduce the scope of or eliminate one or more of our research or development programs, downsize our general and administrative infrastructure, or seek alternative measures to raise additional funds.

On June 15, 2015, trading in our Common Stock was temporarily suspended by the Securities and Exchange Commission (the “Commission” ) due to unexplained market activity. As a result, trading in our Common Stock has been suspended since June 15, 2015. On June 16, 2015, our Board of Directors engaged Hunter Taubman Fischer LLC to commence the Internal Investigation. The Internal Investigation was completed on August 11, 2015. In May 2016, we received certain informal inquiry from the Commission regarding trading activity in our common stock and the Company is currently in the process of responding to such inquiry. The inquiry requires that we provide certain categories of documents to the Commission. The Commission indicated in its inquiry that it should not be construed as an indication that any violation of any federal securities laws has occurred or as a reflection upon the merits of any person, company, or securities involved. The inquiry is a confidential non-public fact finding request. It is not possible at this time to predict the outcome of the inquiries, including whether or when any proceedings might be initiated, when these matters may be resolved or what, if any, penalties or other remedies may be imposed. We have been, and intend to continue, voluntarily cooperating fully with the SEC. The scope and outcome of this matter cannot be determined at this time. We have expended significant resources to the Internal Investigation and responding to the Commission’s inquiry. Failure to resolve such matters favorably could harm tradability of our common stock and our reputation significantly and could result in a loss of your investment in our stock.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. These material weaknesses are consisting of 1) lack of adequate segregation of duties among accounting, reporting, business and operation functions due to its business size and limited staff, 2) due to the need for more enhance and formalized documentation and procedures regarding the financial closing, reporting and review process to ensure that the application of the Company’s accounting policies and the presentation of disclosures in the Company’s financial statements is adequate; and 3) did not effectively and timely evaluate the impact of the Company’s unaffiliated aggregated market value being in excess of $75 million (reported level of $576 million) as of October 31, 2015 until during the second half of July 2016. As a result, management did not initiate their internal control related documentation, testing and assessment until upon their determination during July 2016, which led to not timely filing the Company’s fiscal year ended April 30, 2016 Annual Report on the SEC Form 10-K. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the April 30, 2016’s consolidated financial statements, and this report does not affect our report dated August 19, 2016 on those consolidated financial statements.

In May 2016, the Company received certain informal inquiry from the Commission regarding trading activity in our common stock and the Company is currently in the process of responding to such inquiry. The inquiry requires that the Company provide certain categories of documents to the Commission. The Commission indicated in its inquiry that it should not be construed as an indication that any violation of any federal securities laws has occurred or as a reflection upon the merits of any person, company, or securities involved. The inquiry is a confidential non-public fact finding request. It is not possible at this time to predict the outcome of the inquiries, including whether or when any proceedings might be initiated, when these matters may be resolved or what, if any, penalties or other remedies may be imposed. The Company has been, and intend to continue, voluntarily cooperating fully with the SEC. The scope and outcome of this matter cannot be determined at this time. The Company has expended significant resources to the Internal Investigation (see NOTE 7) and responding to the Commission’s inquiry. Failure to resolve such matters favorably could harm tradability of our common stock and our reputation significantly and could result in a loss of your investment in our stock.

Presently, we are not currently listed on a securities exchange that requires us to comply with director independence requirements. In determining whether our directors are independent, however, we intend to comply with the rules of NASDAQ. The board of directors will also consult with counsel to ensure that the boards of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors, including those adopted under the Sarbanes-Oxley Act of 2002 with respect to the independence of audit committee members. Nasdaq Listing Rule 5605(a)(2)defines an “independent director” generally as a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We currently act with only one director and have determined that he is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).