UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ x ]Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period endedJune 30, 2008
[ ]Transition report under Section 13 or 15(d) of the Exchange Act
Commission file number:000-32479
TRIMAX CORPORATION
(Exact name of small business issuer as specified in its charter)
Nevada | 76-0616468 |
(State of incorporation) | (I.R.S. Employer Identification No.) |
2 Lombard St, Suite 204
Toronto, Ontario, M5C-1M1
(Address of principal executive offices)
(416) 832-9315 | plcnetworksolutions.com |
(Issuer’s telephone number) | (Issuer’s website) |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ x ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,853,892 shares of common stock, as of August 1, 2008.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ x ]
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited consolidated interim financial information of Trimax Corporation (the ‘Company’) for the nine months ended June 30, 2008 is incorporated herein by reference.
The unaudited consolidated interim financial information has been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, this financial information does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month ended June 30, 2008 and for the period August 25, 2000 (inception) to June 30, 2008 are not necessarily indicative of the results that may be expected for the year ended September 30, 2008. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-KSB for the year ended September 30, 2007.
2
TRIMAX CORPORATION |
(A Development Stage Company) |
CONSOLIDATED BALANCE SHEETS |
| | | | | September | |
| | June 30, | | | 30, | |
| | 2008 | | | 2007 | |
ASSETS | | (Unaudited) | | | | |
| | | | | | |
CURRENT ASSETS | | | | | | |
Cash | $ | 0 | | $ | 12,011 | |
Deposits on acquisitions | | 312,767 | | | 811,380 | |
| | | | | | |
| | | | | | |
Total Current Assets | | 312,767 | | | 823,391 | |
| | | | | | |
EQUIPMENT, net of depreciation | | 5,163 | | | 9,863 | |
| | | | | | |
Total Assets | $ | 317,930 | | $ | 833,254 | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | |
| | | | | | |
CURRENT LIABILITIES | | | | | | |
Bank indebtedness | $ | 225 | | $ | 0 | |
Accounts payable and accrued liabilities | | 473,778 | | | 339,668 | |
Other loans and advances payable | | 107,426 | | | 158,637 | |
Convertible notes - related parties | | 352,155 | | | 434,586 | |
| | | | | | |
Total Current Liabilities | | 933,584 | | | 932,891 | |
| | | | | | |
Total Liabilities | | 933,584 | | | 932,891 | |
| | | | | | |
STOCKHOLDERS’ (DEFICIT) | | | | | | |
| | | | | | |
Preferred stock: 20,000,000 shares authorized of $0.001 par value | | | | | | |
Nil preferred shares issued | | 0 | | | 0 | |
Common stock: 100,000,000 shares authorized of $0.001 par value: | | | | | | |
5,853,892 and 2,538,791 shares issued and outstanding, respectively | | 5,854 | | | 2,539 | |
Additional paid-in capital | | 15,339,093 | | | 15,460,179 | |
Accumulated other comprehensive income (loss) | | 82,752 | | | 80,711 | |
Deficit accumulated during the development stage | | (16,043,353 | ) | | (15,643,066 | ) |
| | | | | | |
Total Stockholders’ (Deficit) | | (615,654 | ) | | (99,637 | ) |
| | | | | | |
Total Liabilities and Stockholders’ Deficit | $ | 317,930 | | $ | 833,254 | |
See accompanying notes to consolidated financial statements.
3
TRIMAX CORPORATION |
(A Development Stage Company) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
| | Nine Months Ended | | | Three Months Ended | | | Period August 25, | |
| | June 30 | | | | | | June 30 | | | 2000 | |
| | | | | | | | | | | | | | ( Date of Inception) | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | | | to June 30, 2008 | |
| | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | |
Consultants and professional fees | $ | 115,048 | | $ | 2,822,224 | | $ | 20,765 | | $ | 449,437 | | $ | 7,443,465 | |
General and administrative | | 77,422 | | | 404,561 | | | 19,345 | | | 102,984 | | | 2,015,242 | |
Directors fees | | 30,000 | | | 0 | | | 0 | | | 0 | | | 1,319,625 | |
Management fees | | 30,000 | | | 0 | | | 0 | | | 0 | | | 1,019,395 | |
License fees | | 0 | | | 0 | | | 0 | | | 0 | | | 64,953 | |
Investor relations | | 6,036 | | | 0 | | | 0 | | | 0 | | | 161,037 | |
Financial fees | | 9,962 | | | 3,162 | | | (38 | ) | | (2,681 | ) | | 191,281 | |
(Gain) loss on foreign exchange | | (337 | ) | | 0 | | | (2,794 | ) | | 0 | | | (20,363 | ) |
Interest on debt | | 27,032 | | | 0 | | | 9,032 | | | 0 | | | 27,032 | |
Stock based compensation | | 0 | | | 0 | | | 0 | | | 0 | | | 2,962,660 | |
Product development | | 0 | | | 0 | | | 0 | | | 0 | | | 400,495 | |
Selling and project costs | | 100,556 | | | 0 | | | (814 | ) | | 0 | | | 409,904 | |
Depreciation of intangible assets | | 0 | | | 79,097 | | | 0 | | | 0 | | | 181,683 | |
Depreciation of tangible assets | | 4,568 | | | 4,034 | | | 1,710 | | | 724 | | | 41,067 | |
Sundry expense | | 0 | | | 0 | | | 0 | | | 0 | | | 142,422 | |
| | 400,287 | | | 3,313,078 | | | 47,206 | | | 550,464 | | | 16,359,898 | |
| | | | | | | | | | | | | | | |
NET LOSS FROM OPERATIONS | | (400,287 | ) | | (3,318,078 | ) | | (47,206 | ) | | (550,464 | ) | | (16,359,898 | ) |
GAIN ON DISPOSAL OF SUBSIDIARY | | 0 | | | 120,552 | | | 0 | | | 120,552 | | | 158,531 | |
LEGAL SETTLEMENT | | 0 | | | 21,658 | | | 0 | | | 0 | | | 120,000 | |
WRITE OFF MERGER GOODWILL | | 0 | | | 0 | | | 0 | | | 0 | | | 38,014 | |
| | | | | | | | | | | | | | | |
NET LOSS | | (400,287 | ) | | (3,170,868 | ) | | (47,206 | ) | | (429,912 | ) | | (16,043,353 | ) |
FOREIGN CURRENCY | | | | | | | | | | | | | | | |
TRANSLATION ADJUSTMENT | | 2,041 | | | 30,816 | | | (6,784 | ) | | 7,971 | | | 82,752 | |
| | | | | | | | | | | | | | | |
COMPREHENSIVE LOSS | | (398,246 | ) | | (3,140,052 | ) | | (53,990 | ) | | (421,941 | ) | | (15,960,601 | ) |
NET LOSS PER COMMON SHARE - | | | | | | | | | | | | | | | |
(Basic and diluted) | $ | (0.10 | ) | $ | (1.40 | ) | $ | (0.01 | ) | $ | (0.19 | ) | | | |
WEIGHTED AVERAGE COMMON | | | | | | | | | | | | | | | |
SHARES OUTSTANDING | | 3,952,777 | | | 2,250,630 | | | 5,433,985 | | | 2,279,521 | | | | |
unaudited
See accompanying notes to consolidated financial statements.
4
TRIMAX CORPORATION (A Development Stage Company) | | | | | | | |
CONSOLIDATED STATEMENT OF CASH FLOWS | | Nine | | | Nine | | | Period | |
(Expressed in United States Dollars) | | Months | | | Months | | | From | |
| | Ended | | | Ended | | | Inception to | |
| | June 30 | | | June 30 | | | June 30 | |
unaudited | | 2008 | | | 2007 | | | 2008 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
Net loss | $ | (400,287 | ) | $ | (3,170,868 | ) | $ | (16,043,353 | ) |
Adjustment to reconcile net loss to net cash used: | | | | | | | | | |
Depreciation of tangible assets | | 4,568 | | | 4,034 | | | 41,067 | |
Depreciation of intangible assets | | - | | | 79,097 | | | 181,683 | |
Gain on disposal of subsidiary | | - | | | - | | | 158,531 | |
Cancellation of common stock | | - | | | - | | | (16,000 | ) |
Stock compensation expense - warrants | | - | | | - | | | 87,940 | |
Common stock issued for debt | | 75,000 | | | 367,486 | | | 113,799 | |
Common stock issued in settlement of legal claim | | - | | | - | | | 59,408 | |
Accounts payable forgiven | | - | | | - | | | (121,526 | ) |
Common stock issued for services | | 67,200 | | | 1,955,000 | | | 11,901,237 | |
Write off of directors compensation | | - | | | - | | | (200,000 | ) |
Changes in operating assets and liabilities: | | | | | | | | | |
Prepaid expenses | | - | | | 2,085 | | | - | |
Inventory | | - | | | (4,771 | ) | | - | |
Accounts payable and accrued liabilities | | 134,335 | | | 540,881 | | | 2,280,760 | |
NET CASH USED IN OPERATING ACTIVITIES | | (119,184 | ) | | (227,056 | ) | | (1,556,454 | ) |
| | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | |
Deposits on acquisitions | | (13,387 | ) | | - | | | (312,767 | ) |
Acquisition of equipment | | - | | | (1,010 | ) | | (58,190 | ) |
CASH FLOWS PROVIDED BY (USED IN) | | | | | | | | | |
INVESTING ACTIVITIES | | (13,387 | ) | | (1,010 | ) | | (370,957 | ) |
| | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | |
(Repayment) advances from related parties | | 169,598 | | | 85,706 | | | 604,184 | |
Other loans and advances | | (51,211 | ) | | (8,291 | ) | | 107,426 | |
Proceeds from the issuance of common stock | | - | | | 152,750 | | | 1,133,049 | |
CASH FLOWS USED IN FINANCING ACTIVITIES | | 118,387 | | | 230,165 | | | 1,844,659 | |
| | | | | | | | | |
EFFECT OF FOREIGN CURRENCY TRANSLATION | | 2,173 | | | (1,165 | ) | | 82,752 | |
NET (DECREASE) INCREASE IN CASH | | (12,011 | ) | | 934 | | | 0 | |
CASH, BEGINNING OF YEAR | | 12,011 | | | 764 | | | 0 | |
CASH, END OF YEAR | $ | 0 | | $ | 1,698 | | $ | 0 | |
See accompanying notes to consolidated financial statements.
5
TRIMAX CORPORATION |
(A Development Stage Company) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
June 30, 2008 |
Summary of Significant Accounting Policies
Nature of Operations
Urbanesq.com Inc. (“Urbanesq”) was incorporated August 25, 2000 under the laws of the Province of Canada. Effective October 18, 2001 Urbanesq completed a merger with Koala International Wireless Inc. (“Koala”), a public company incorporated in the State of Nevada on August 18, 1999. This merger constituted a reverse takeover of Koala by Urbanesq resulting in the period of operations being reported from the commencement of operations of Urbanesq.
The Company changed its name to KIWI Network Solutions Inc. on December 23, 2003.
On November 4, 2004 the Company announced a reverse stock split of one of the Corporation’s common stock for each one hundred shares outstanding and authorized any fractional shares to be rounded to one share.
On February 11, 2005 the Company approved its Amended and Restated Articles of Incorporation, changed the name of the Company to Trimax Corporation (“Trimax”), and increased the number of its authorized capital to 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, both with a par value of $0.001 per share.
On July 29, 2005, the Company entered into an Exclusive Supply agreement with a technology Partner to provide the Company with the exclusive right to sell Switzerland based Ascom broadband over power line communication access products ("Products") in Canada and non-exclusive rights world wide, which the Partner represented that it had secured from Ascom. In accordance with the agreement, the Partner agreed not to sell or supply Products to any person or legal entity in Canada other than the Company with the exception of any hydro organizations. In consideration for these rights the Company agreed to pay the Partner an annual license fee of $100,000 in Canadian dollars for five years commencing on August 1, 2005. Subsequent to the signing and the advancement of any funds for the “Exclusive Supply Agreement” the Company was made aware that the product supplier had no right to grant a sub-license from Ascom and the supplier was previously in default on its own license. Due to these events, Trimax secured product from other vendors of broadband over power line (“BPL”) products for which no annual license fees are required to be paid by Trimax.
On August 17, 2005, pursuant to a reorganization agreement by and among PLC Network Solutions Inc. (“PLC”), a private company incorporated in the Province of Ontario and Trimax, Trimax acquired all of the outstanding common stock of PLC for the issuance of 236,000 shares of common stock.
On March 22, 2006 Trimax filed an action in The Superior Court of Ontario against Electrolinks Corporation alleging damages of $1,250,000. Trimax received a settlement offer for $107,000 plus applicable taxes and legal fees, which it accepted. Subsequently the Company has thus far received $25,000 from Electrolinks Corporation.
On June 1, 2006, pursuant to a reorganization agreement by and among Multi-Source Inc. (“MSI”), a private company incorporated in the Province of Ontario and Trimax, Trimax acquired all of the outstanding common stock of MSI for the issuance of 120,000 shares of common stock. This acquisition was subsequently reversed and the shares were returned to the Company and cancelled.
On January 25, 2008: the Company cancelled 128,000 shares of common stock due to non performance originally valued at $512,000; cancelled 4,000 shares of common stock due to non performance valued at $100; issued 120,000 shares of common stock to directors for services valued at $30,000; issued 120,000 shares of common stock for management services valued at $30,000; and, issued 300,000 in settlement of loans payable of $75,000.
On February 14, 2008 the Company reverse split its shares of common stock on a 25 old for 1 new basis. The Company had issued 73,669,766 pre roll back common shares which became 2,946,843 shares post roll back. All references to share issuances are subsequent to the roll back. During the three months ended June 30, 2008 the Company issued 2,827,049 shares in settlement of $256,322 loans payable.
6
Deposits toward Acquisition
Trimax has abandoned its negotiations for the purchase of a High Speed Internet Access (“HSIA”) service business but continues in its efforts to collect initial deposits and payments totalling $94,595 USD from 3One.
The Company has deposited or caused to be deposited $185,867 towards the acquisition of LCD monitors for the potential future use in advertising media distribution and has issued 128,000 shares of common stock valued at $512,000 as a deposit towards the acquisition of certain rights, agreements and contracts pertaining to the development of advertising media distribution. The Company continues to negotiate for the development of this aspect of its business venture, and is reviewing other potential business acquisitions. During the quarter ended March 31, 2008 the Company cancelled the 128,000 shares for non performance.
Going Concern
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations since inception that raise substantial doubt as to its ability to continue as a going concern.
The Company's ability to continue as a going concern is contingent upon its ability to obtain the financing and strategic alliances necessary to attain profitable operations.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, PLC, and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All significant inter-company accounts and transactions are eliminated.
The Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in SFAS No. 7, Accounting and Reporting by Development Stage Enterprises.
Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operation, stockholders' deficiency and cash flows disclose activity since the date of entering the development stage.
Deferred Financing Costs
The costs of financing are capitalized and amortized by the straight-line method over the term of the related debt. If any or all of the related debt is repaid prior to its maturity date, a pro-rata share of the related deferred financing costs are written off and recorded as amortization expense in the period of the repayment in the consolidated statement of operations.
Intangible Assets
Intangible assets of acquired businesses, is stated at cost. The intangibles have limited lives which the Company has determined to be five years. Other intangible assets include deferred financing fees. The Company evaluates intangible assets at least annually to determine whether events and circumstances continue to support a definite useful life.
Warrants
On 10 October 2006 the Company received $150,000 in proceeds for the issuance of 30,000 restricted common shares with warrants attached for an additional 30,000 common shares exercisable at $0.008 to May 14, 2009. At June 30, 2008 we had outstanding warrants that allow the holders to purchase up to 30,000 shares of our common stock at $0.008 per share.
7
Capital Stock
During the nine months ended June 30, 2008 the Company:
Cancelled 132,000 shares of common stock previously valued at $512,100 in deposits on acquisitions;
Issued 120,000 shares of common stock to directors of the Company as fees for services valued at $30,000;
Issued 120,000 shares of common stock for management services valued at $30,000;
Issued 300,000 shares in settlement of loans payable in the amount of $75,000;
Issued 2,827,049 shares of common stock to various parties in settlement of $256,322 in outstanding loans;
Cancelled 200,000 previously issued shares;
and Issued 80,000 for services valued at $7,200
Item 2. Management’s Discussion and Analysis
The following discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto appearing elsewhere in this quarterly report, and in conjunction with the Management's Discussion and Analysis set forth in (1) our annual report on Form 10-KSB for the year ended September 30, 2007.
Preliminary Note Regarding Forward-Looking Statements
This quarterly report and the documents incorporated herein by reference contain forward-looking statements within the meaning of the federal securities laws, which generally include the plans and objectives of management for future operations, including plans and objectives relating to our future economic performance and our current beliefs regarding revenues we might earn if we are successful in implementing our business strategies. The forward-looking statements and associated risks may include, relate to or be qualified by other important factors. You can identify forward-looking statements generally by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “intends,” “plans,” “should,” “could,” “seeks,” “pro forma,” “anticipates,” “estimates,” “continues,” or other variations of those terms, including their use in the negative, or by discussions of strategies, opportunities, plans or intentions. You may find these forward-looking statements in this Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as throughout this quarterly report. A number of factors could cause results to differ materially from those anticipated by forward-looking statements.
These forward-looking statements necessarily depend upon assumptions and estimates that may prove to be incorrect. Although we believe that the assumptions and estimates reflected in the forward-looking statements are reasonable, we cannot guarantee that we will achieve our plans, intentions or expectations. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ in significant ways from any future results expressed or implied by the forward-looking statements.
Any of the factors described in this quarterly report, including in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, could cause our financial results, including our net income (loss) or growth in net income (loss) to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.
8
In addition, readers are also advised to refer to the information contained in our filings with the Commission, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.
Business of the Issuer
Trimax and its wholly owned subsidiary PLC Network Solutions Inc. attempted to become suppliers of third party BPL communication technologies. BPL is a communications technology that turns the existing power line infrastructure and common electrical wiring in commercial and residential buildings into a high-bandwidth network. Broadband is delivered simultaneously to every electrical outlet throughout the home or business. To connect, users plug a modem into any electrical outlet and plug their computer, phone or IP device into the modem. The Company's technologies use the existing electrical wiring to deliver broadband access to computers, video on demand (“VOD”), VOIP phones, surveillance cameras, elevator applications, IPTVs, AMR, etc. as well as connect printers, faxes, entertainment systems, etc. on the hotel, office or home network.
The Company and its available third party BPL devices are presently Federal Communications Commission (“FCC”) certified and no further research and development is needed in order for the Company to be able to sell and market these products.
In 2006, the Company completed pilot projects, deployed test equipment, began negotiations of contracts worldwide including North and South America, Africa, India, Pakistan, and Saudi Arabia. Anticipated interest for deployment of its devices and bundled services in the 2007 calendar year did not materialize for the Company. The Company anticipated securing some noteworthy contracts in fiscal 2007 for its devices and bundled services in emerging markets but did not. The Company continues to foresee a significant trend towards the adoption of BPL technology worldwide but also continues to review other potential business acquisitions and opportunities as its’ BPL opportunities have failed to materialize.
The Company has since been involved in several projects with an assortment of potential clients for BPL enhanced digital signage screens and content management. These projects have not yet become revenue generating and remain at the demonstrational stage. Trimax has been showcasing a complete digital signage solution, including content management software and remote management tools for administrators to manage larger scale deployments which can be further enhanced and be made more cost effective with the use of BPL technology.
As a result of its efforts, Trimax has purchased 126 digital signage screens for an anticipated initial order. Trimax has further invested thus far $90,000 to Cybersonics Sound Technologies Inc. in the effort to further the Company’s business which has included the anticipation of securing contracts and orders stemming from various test pilot projects that have been ongoing. Cybersonics has yet to be awarded any contracts - contrary to its claims and expectations. Subsequently, Trimax has made requests from Cybersonics for further updates on these anticipated contracts and its business in general, but has failed to receive a response.
In September of 2007, the company initiated a BPL deployment on a project located in Hamilton, Ontario. The project was a University student residence by the name of West Village. It called for a deployment of BPL for the purpose of distributing internet connectivity throughout the building via broadband over power lines. An invoice to bill the client is forthcoming once all technical issues have been dealt with.
9
Results of Operations
For the nine months ended June 30, 2008 the Company incurred a loss in the amount of $400,287 as compared to $3,170,868 for the nine months ended June 30, 2007. Most of the expenses incurred during this period were for basic monthly corporate administrative expenses. For 2007 these expenditures were principally due to costs related to the development of marketing strategies, costs associated with deploying test pilots for potential customers and clients within various markets around the around. The Company has been unable to successfully obtain a customer for its products and has therefore reduced its operating budget to a minimal in order to survive. Operation costs over the next year will depend on a number of factors, including the costs attributed to the various products acquired from third party suppliers, as well as the cost of reorganizing its business plan and marketing its products.
These expenditures are expected to be financed mainly through trade payables and various private placements. At this time, no commitment for funding has been made to the Company. The Company’s continued operations are dependant upon obtaining revenues from outside sources or raising additional funds through debt or equity financing.
Liquidity and Capital Resources
The Company has been relying on existing shareholders and various individual investors to keep its business operational until it can be self sufficient. Although the Company anticipates to raise the finances necessary to allow it to fulfill its needs until revenues are received and the Company is self sufficient, there can be no assurance that any additional funds will be available on terms acceptable to the Company at all. The Company has never generated revenue. There is no known source of funding at this time.
The forecast of the period of time through which the Company's financial resources will be adequate to support operations is a forward-looking statement that involves risks and uncertainties. The actual funding requirements may differ materially from this as a result of a number of factors including plans to rapidly expand its new operations. There can be no guarantee that financing adequate to carry out the Company's business plan will be available on terms acceptable to the Company, or at all. No material commitments for capital expenditures were made during the three month period ended June 30, 2008.
The forecasted expenses of implementing the Company's business plan will exceed the Company's current resources. The Company therefore will need to secure additional funding through an offering of its securities or through capital contributions from its stockholders. No commitments to provide additional funds have been made by management or any other source.
During the quarter ended March 31, 2008 the Directors of the Company reverse split its shares of common stock 1 for 25 whereby one new share is issued for 25 old shares.
The Company does not require any further research and development at this time in order to be able to market and sell its products, although the Company requires financing and/or joint ventures with strategic partners to allow for the fulfillment of any orders that may be secured. To date the Company has raised funds to keep its business operational and to allow it to market its products. The availability of future financings will depend on market conditions.
Item 3. Controls and Procedures
We maintain disclosure controls and procedures that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
10
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon 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.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
On March 22, 2006 Trimax filed an action in The Superior Court of Ontario against Electrolinks Corporation for fraud and fraudulent misrepresentation alleging damages of $1,250,000. Subsequently, Trimax received a court ordered judgment, and is awaiting payment of $107,000 plus applicable legal fees and interest. Subsequent to year end the company received $25,000 from Electrolinks Corporation. Although the remaining balance is a legal receivable, the Company has taken an allowance against this balance.
On May 22, 2006 Trimax was notified of an action out of the district court of Clark County Nevada whereby 16 plaintiffs registered an action against the Company for $120,000. The Company has been in negotiations and the parties have had discussions to settle the matter for $25,000 USD. The Company has accrued for the full amount of $120,000 in its financial statements, to be adjusted on final settlement.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 25, 2008: the Company cancelled 128,000 shares of common stock due to non performance originally valued at $512,000; cancelled 4,000 shares of common stock due to non performance valued at $100; issued 120,000 shares of common stock to directors for services valued at $30,000; issued 120,000 shares of common stock for management services valued at $30,000; and, issued 300,000 in settlement of loans payable of $75,000.
On April 14, 2008: the Company issued 2,827,049 shares of common stock to various parties in settlement of $256,322 in outstanding loans; cancelled 200,000 previously issued shares; and issued 80,000 for services valued at $7,200
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Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
The following exhibits are being filed as part of this quarterly report:
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TRIMAX CORPORATION |
| | |
| By: | /s/ Robert Vivacqua |
| | Name: Robert Vivacqua |
| | Title: President, Director, Chief Executive |
| | Officer and Chief Financial Officer |
| | |
| Date: | August 5, 2008 |
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