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.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION | 3 |
Item 1. | Financial Statements | 4 |
Item 2. | Management’s Discussion and Analysis | 14 |
Item 3. | Controls and Procedures | 16 |
PART II — OTHER INFORMATION | 16 |
Item 1. | Legal Proceedings | 16 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
Item 3. | Defaults Upon Senior Securities | 16 |
Item 4. | Submission of Matters to a Vote of Security Holders | 16 |
Item 5. | Other Information | 16 |
Item 6. | Exhibits | 17 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited consolidated financial statements of the quarterly shareholders’ report for the quarter ended June 30, 2007, are incorporated herein by reference.
The consolidated financial statements incorporated by reference from the quarterly shareholders’ report have 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 they do not include all of the information, accounting policies 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 months ended June 30, 2007 and for the period August 25, 2000 (inception) to June 30, 2007 are not necessarily indicative of the results that may be expected for the year ended September 30, 2007. 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, 2006.
TRIMAX CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
| | June 30, | | September 30, | |
| | 2007 | | 2006 | |
| | (Unaudited) | | (Audited) | |
ASSETS | | | | | |
CURRENT ASSETS | | | | | |
Cash | | $ | 11 | | $ | 764 | |
Deposits and prepaid expenses | | | 38,695 | | | 12,432 | |
Deposits on acquisitions | | | 777,162 | | | 94,595 | |
| | | | | | | |
Total Current Assets | | | 815,868 | | | 107,791 | |
| | | | | | | |
INTANGIBLE ASSETS | | | - | | | 1,463,483 | |
EQUIPMENT, net of depreciation | | | 8,006 | | | 17,654 | |
| | | | | | | |
| | $ | 823,874 | | $ | 1,588,928 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Bank indebtedness | | $ | - | | $ | 20,622 | |
Accounts payable and accrued liabilities | | | 222,550 | | | 364,967 | |
Long term debt - current portion | | | - | | | 54,528 | |
Advances from related parties | | | 305,042 | | | 413,603 | |
| | | | | | | |
Total Current Liabilities | | | 527,592 | | | 853,720 | |
| | | | | | | |
| | | | | | | |
LONG TERM DEBT | | | - | | | 98,496 | |
| | | | | | | |
Total Liabilities | | | 527,592 | | | 952,216 | |
| | | | | | | |
STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | |
Common stock | | | 63,470 | | | 32,291 | |
A Additional paid-in capital | | | 14,079,623 | | | 11,311,180 | |
Accumulated other comprehensive income (loss) | | | 7,528 | | | (23,288 | ) |
Deficit accumulated during the development stage | | | (13,854,339 | ) | | (10,683,471 | ) |
| | | | | | | |
| | | 296,282 | | | 636,712 | |
| | | | | | | |
| | $ | 823,874 | | $ | 1,588,928 | |
See accompanying notes to consolidated financial statements.
TRIMAX CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
| | Nine Months Ended June 30, | | Three Months Ended June 30, | | Period August 25, 2000 ( Date of Inception) to | |
| | 2007 | | 2006 | | 2007 | | 2006 | | June 30, 2007 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | |
| | | | | | | | | | | |
EXPENSES | | | | | | | | | | | |
License fees | | $ | - | | $ | 70,965 | | $ | - | | $ | - | | $ | 64,953 | |
Financial | | | 3,162 | | | 3,331 | | | (2,681 | ) | | 2,776 | | | 98,554 | |
Depreciation of tangible assets | | | 4,034 | | | 5,334 | | | 724 | | | 2,307 | | | 36,135 | |
Depreciation of intangible assets | | | 79,097 | | | 25,955 | | | - | | | 25,955 | | | 183,623 | |
Consultants and subcontractors | | | 2,822,224 | | | - | | | 449,437 | | | - | | | 9,301,538 | |
General and administrative | | | 404,561 | | | 438,284 | | | 102,984 | | | 181,479 | | | 4,311,746 | |
| | | | | | | | | | | | | | | | |
N | | | 3,313,078 | | | 544,409 | | | 550,464 | | | 212,517 | | | 13,996,549 | |
NET LOSS FROM OPERATIONS | | | (3,313,078 | ) | | (544,409 | ) | | (550,464 | ) | | (212,517 | ) | | (13,996,549 | ) |
WRITE DOWN OF INTANGIBLE ASSET | | | - | | | - | | | - | | | - | | | | |
GAIN ON DISPOSAL OF SUBSIDIARY | | | 120,552 | | | - | | | 120,552 | | | - | | | 120,552 | |
PROCEEDS FROM LEGAL SETTLEMENT | | | 21,658 | | | - | | | - | | | - | | | 21,658 | |
NET LOSS | | | (3,170,868 | ) | | (544,409 | ) | | (429,912 | ) | | (212,517 | ) | | (13,854,339 | ) |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | | | 30,816 | | | - | | | 7,971 | | | - | | | - | |
COMPREHENSIVE LOSS | | | (3,140,052 | ) | | (544,409 | ) | | (421,941 | ) | | (212,517 | ) | | (13,854,339 | ) |
| | | | | | | | | | | | | | | | |
NET LOSS PER COMMON SHARE - (Basic and diluted) | | $ | (0.06 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | 56,265,739 | | | 26,073,251 | | | 56,988,014 | | | 26,983,869 | | | | |
See accompanying notes to consolidated financial statements.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Three Months Ended June 30 | | Period August 25, 2000 (Date of Inception) to | |
| | 2007 | | 2006 | | June 30, 2007 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
Net loss | | $ | (429,912 | ) | $ | (212,517 | ) | $ | (13,848,120 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 724 | | | 28,262 | | | 137,256 | |
Cancellation of common stock | | | - | | | - | | | (16,000 | ) |
Common stock issued for debt | | | - | | | - | | | 481,285 | |
Common stock issued in settlement of legal claim | | | - | | | - | | | 59,408 | |
Accounts payable forgiven | | | - | | | (20,321 | ) | | (10,171 | ) |
Issuance of common stock for services | | | 880,094 | | | - | | | 9,826,670 | |
Common stock issued for salaries | | | - | | | - | | | 986,500 | |
Write-off of salaries payable | | | - | | | - | | | (111,355 | ) |
Write-off of director’s compensation | | | - | | | - | | | (200,000 | ) |
Write-off of intangible asset | | | - | | | | | | 1,375,644 | |
Changes in operating assets and liabilities: | | | (144,207 | ) | | (287,826 | ) | | (36,920 | ) |
Net Cash Used in Operating Activities | | | 306,699 | | | (492,402 | ) | | (1,355,803 | ) |
| | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
Disposal (acquisition) of Multi-Source Inc. | | | - | | | - | | | 131,224 | |
Disposal (purchase) of property and equipment | | | - | | | (11,384 | ) | | (44,702 | ) |
Net Cash Used in Investing Activities | | | - | | | (11,384 | ) | | 86,522 | |
| | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
Advances from related parties | | | (183,668 | ) | | 173,482 | | | 305,042 | |
Loans payable | | | (145,160 | ) | | - | | | - | |
Proceeds from issuance of stock | | | 20,000 | | | 339,429 | | | 964,250 | |
Net Cash Provided by Financing Activities | | | (308,828 | ) | | 512,911 | | | 1,269,292 | |
| | | | | | | | | | |
EFFECT OF FOREIGN CURRENCY TRANSLATION | | | 442 | | | (9,866 | ) | | - | |
| | | | | | | | | | |
NET INCREASE IN CASH | | | (1,687 | ) | | (742 | ) | | 11 | |
CASH BEGINNING OF PERIOD | | | 1,698 | | | 15,039 | | | - | |
CASH END OF PERIOD | | $ | 11 | | $ | 14,297 | | $ | 11 | |
See accompanying notes to consolidated financial statements.
TRIMAX CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
| | Three Months Ended June 30, | | Period August 25, 2000 (Date of Inception) to | |
| | 2007 | | 2006 | | June 30, 2007 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | |
Supplemental Disclosure of Cash Flows Information: | | | | | | | |
Interest paid | | $ | 5,064 | | $ | 3,331 | | $ | 43,713 | |
Shares issued (cancelled) to settle debt and accounts payable | | | 880,094 | | | 113,799 | | | (36,700 | ) |
Issuance of common stock to acquire Multi-Source | | $ | - | | $ | 1,147,500 | | $ | 1,147,500 | |
See accompanying notes to consolidated financial statements.
TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007
Summary of Significant Accounting Policies
Nature of Operations
The Company was incorporated as Urbanesq.com Inc. (“Urbanesq”) August 25, 2000 under the laws of the Province of Ontario, 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. ( “Kiwi”) 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 (100 old for 1 new) 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 (the “Company”), and increased 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 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 under the Ontario Business Corporations Act and Trimax, Trimax acquired all of the outstanding common stock of PLC.
On July 29, 2005, the Company entered into an Exclusive Supply agreement with a technology partner (the "Partner"), a privately-held corporation based in Toronto, Ontario. This agreement provided 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
TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007
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. The Company also continues to negotiate an equity position as well as rights in certain areas of the world for BPL products with a company that possesses its own proprietary BPL products.
On June 1, 2006 Trimax entered into a Reorganization Agreement with the shareholders of MSI, a company incorporated in the Province of Ontario, Canada. Under the terms of the Reorganization Agreement, the shareholders of MSI conveyed all of the issued and outstanding shares of MSI to Trimax in exchange for up to 5,000,000 shares of Trimax’s common stock. The acquisition was accounted for under the purchase method of accounting. Accordingly, the financial position and results of operations of MSI have been consolidated subsequent to the acquisition date. Trimax allocated the purchase price to the acquired tangible net assets and liabilities. In addition the company allocated $1,557,327 to the acquired intangible assets. The intangible assets have been amortized over a five year period on a straight-line basis. At closing on June 1, 2006, 3,000,000 shares of common stock of Trimax were issued. Of the 3,000,000 shares issued on closing, 750,000 shares were issued to a third party subscriber for transaction costs. Up to an additional 2,000,000 shares were available to be issued to the principal shareholder of MSI subsequent to the acquisition and upon the achievement of certain milestones by the MSI business within 18 months. Due to circumstances surrounding the acquisition of MSI, on April 1, 2007 Trimax terminated the agreement with MSI and, on April 17, 2007, Trimax cancelled the 3,000,000 shares issued to the shareholders of MSI and wrote off its investment in MSI.
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") for interim financial statements. 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 the Company's inception.
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.
TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007
Intangible Assets
Intangible assets of acquired businesses are 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.
Acquisition and Disposition of Subsidiary
Multi-Source Inc.
On June 1, 2006 Trimax entered into a Reorganization Agreement with the shareholders of MSI, a company incorporated in the Province of Ontario, Canada whereby the shareholders of MSI conveyed all of the issued and outstanding shares of MSI to Trimax in exchange for up to 5,000,000 shares of Trimax’s common stock. The acquisition was accounted for under the purchase method of accounting. Accordingly, the financial position and results of operations of MSI were consolidated subsequent to the acquisition date. Trimax allocated the purchase price to the acquired tangible net assets and liabilities. In addition the company allocated an additional $1,557,327 to intangible assets to be amortized over a five year period on a straight-line basis. At the June 1, 2006 closing 3,000,000 shares of common stock of Trimax were issued. Due to legal circumstances surrounding the acquisition and effective April 1, 2007 Trimax terminated the agreement entered into with MSI and on April 17, 2007 Trimax cancelled the 3,000,000 shares issued to the shareholders of MSI as part of the original acquisition. As a result of these changes the assets and liabilities previously recognized through the acquisition of MSI have been written off by the Company and returned to the original owners at their current net book value. The Company has written off its investment in MSI as follows:
Disposal of the net liabilities of MSI due to cancellation of acquisition agreement
Intangible assets - net of amortization | | $ | (1,384,567 | ) |
Fixed assets | | | (6,999 | ) |
Loan payable | | | 257,462 | |
Bank loan payable | | | 165,356 | |
Accounts payable | | | 28,941 | |
Deficit | | | 1,060,359 | |
Gain on disposal | | $ | 120,552 | |
Intangible assets, net, consisted of the following:
| | | Estimated Useful Life and Amortization Basis | | | Gross Intangible Asset | | | Accumulated Amortization | | | Net Intangible Asset | |
Technology | | | 5 years using straight-line basis | | $ | 1,566,250 | | $ | (181,683 | ) | $ | 1,384,567 | |
Write off | | | | | $ | (1,566,250 | ) | $ | 181,683 | | $ | (1,384,567 | ) |
Balance | | | | | $ | - | | $ | - | | $ | - | |
Deposits toward Acquisition
Trimax continues to negotiate the purchase of a High Speed Internet Access (“HSIA”) service business, including a portfolio of 50 hotels consisting of approximately 4,600 rooms and all existing service contracts and related assets for providing HSIA services to these hotels. The purchase price was $220,230 CDN. Trimax has paid initial deposits and payments totaling $94,595 USD. The Company has halted further payments while in negotiations with 3One for possible mutually beneficial changes in its relationship on a going forward basis. Therefore, remaining payments pertaining to the purchase and sale agreement have yet to be fulfilled and the rights to these assets do not transfer to the Company until fully paid. The deposits and payments paid as of June 30, 2007 have been reflected in the balance sheet under prepaid expenses and deposits. The agreement also provides for 3One to deliver certain BPL equipment based on normal distribution pricing. The acquisition would allow for the potential to upgrade the services, technology, IP applications and broadband provisioning to these hotel sites.
The Company has deposited or caused to be deposited $170,567 towards the acquisition of LCD monitors for the potential future use in advertising media distribution and has issued 3,200,000 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.
TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007
Convertible Debenture
On May 15, 2006 Trimax secured financing from a private accredited group of investors. The commitment of $1,500,000 is available to be drawn down in $300,000 tranches at Trimax's option. The loans mature on May 14, 2009 at bear an annual interest rate of 12%. At the investor's option, the loan is convertible to common shares at the prior 20 day average price. Each common share has one purchase warrant attached, with each warrant is exercisable for one common share at $1.25 until May 14, 2009. In October of 2006 the company signed an amendment to the convertible financing agreement which encompasses pricing changes and more flexible terms to Trimax. On 10 October 2006 the Company drew down $150,000 of the available loan under the terms of the supplementary and amending agreement to the convertible debenture and simultaneously converted the debenture to equity for the issuance of 750,000 restricted common shares plus warrants for an additional 750,000 common shares exercisable at $0.20 per share.
Capital Stock
On January 24, 2007 the Company issued 10,000,000 restricted common shares to the officers of the company for of services provided to the Company. The fair value was measured at the value of the Company's common stock on the date that the commitment for performance had been reached. This valuation date was January 24, 2007. The fair value of the equity instrument has been charged directly to compensation expense and additional paid-in capital.
On January 27, 2007 the Company issued 8,300,000 restricted common shares in settlement of accounts payable of $148,400.
On January 22, 2007 the Company filed a Form S-8 Registration Statement ‘Securities to be offered to Employees in Employee Benefit Plans’. Under the terms of this filing the company registered 1,369,286 shares of common stock with a par value of $.001 per share for settlement of amounts payable by the company to the employees. The fair value was measured at the value of the Company's common stock on the date on the registration. This valuation date was January 22, 2007 at which time the stock was valued at $0.16. The fair value of the equity instrument has been charged directly to the related amounts due to the respective parties and additional paid-in capital.
On March 3, 2007 the company issued 1,000,000 private placement restricted common shares in exchange for $155,000 of services provided to the Company. The fair value was measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty had been reached and the counterparty's performance was substantially complete. This date was March 3, 2007 at which time the stock was valued at $0.15. The fair value of the equity instrument has been charged directly to the income statement and additional paid-in capital.
During the quarter ended March 31, 2007, the Company issued 588,461 private placement common shares to various investments at an issue price of between $0.10 and $0.13 per share.
On April 17, 2007 the Company cancelled the 3,000,000 common shares related to the legal circumstances surrounding the acquisition of MSI. Trimax terminated the agreement to acquire MSI.
On April 25, 2007 the Company cancelled 122,222 shares of common stock originally issued at $0.16 per share for services.
On May 9, 2007 the Company adopted the 2007 Equity Incentive Plan the purpose of which is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company. The total number of shares reserved and available for grant and issuance pursuant to the Plan is 5,000,000 Shares.
On May 14, 2007 the Company issued 3,200,000 shares of common stock for deposits on contracts and issued 1,263,000 shares of common stock for services from consultants, all issued at $0.16 per share.
On May 16, 2007 the Company issued 233,000 shares of common stock for services from consultants at $0.15 per share and issued 200,000 for cash pursuant to a private placement at $0.10 per share.
On May 24, 2007 the Company issued 233,000 shares of common stock for services from consultants at $0.14 per share.
TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007
On July 10, 2007 (approved for issuance June 15, 2007 and recorded in the period ended June 30, 2007) the Company issued 1,700,000 shares of common stock for management services and issued 3,550,000 shares of common stock for services from consultants, all issued at $0.12 per share.
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 our annual report on Form 10-KSB for the year ended September 30, 2006.
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 loss or growth in net 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.
In addition, readers are also advised to refer to the information contained in our filings with the Commission, especially on Forms 10-KSB, 10-QSB 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.
Plan of Operations
Trimax and its wholly owned subsidiary PLC Network Solutions Inc. are providers of BPL IP communication technologies and applications. Trimax specializes in the development, distribution, implementation, and servicing technologies that use the power grid to deliver 128-bit encrypted high-speed symmetrical broadband for data, voice and video transmission. 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 on a single platform to every electrical outlet throughout the home or business. To connect, users simply plug a wireless or wired modem into any electrical outlet and plug their computer, phone or IP device into the modem. Since the building's electrical wiring becomes the backbone for a secure local area network, there is no need to install any new wiring in the walls. The Company's technologies use the existing electrical wiring as a "smart" network to deliver broadband access to computers, video on demand (“VOD”), VoIP phones, surveillance cameras, elevator applications, IPTV, AMR, etc. as well as connect printers, faxes, entertainment systems, etc. on the hotel, office or home network. Installation is usually implemented in a matter of hours or days instead of weeks or months and avoids the expense and disruption to the business of burying cables or opening walls and ceilings to run new cables. This technology has been successfully deployed around the globe, in hotels, homes, apartments, office towers, schools, hospitals, museums and government buildings.
No further research and development is needed in order for the Company to be able to sell and market its products. In 2006, the Company initiated pilot projects, deployed test equipment begun negotiations of contracts worldwide including North and South America, Africa, India, Pakistan, and Saudi Arabia. Testing of these pilots continues to this day as in depth testing of the BPL technology remains a criteria before a closing of any potential contracts.. The Company anticipates and foresees an eventual significant trend towards the adoption of BPL technology worldwide.
For the three months ended June 30, 2007 the Company incurred a loss in the amount of $453,023 ($212,517 for the comparable three months of 2006) and incurred a loss in the amount of $3,170,868 for the nine months ended June 30, 2007 ($544,409 for the comparable nine months of 2006). Most of the expenses incurred during this period were for basic monthly Company expenses including marketing and technological expenses. These expenditures were principally due the development of marketing strategies, costs associated with deploying test pilots for potential customers and clients in markets around the globe. Also included are salary and travel costs related to increased sales and marketing functions.
Operation costs over the next year will depend on a number of factors, including the costs attributed to products acquired from third party suppliers, as well as the cost of marketing research and execution of the business plan. Projects that are not self funding will be financed through a committed convertible debenture agreement and private placements.
Liquidity and Capital Resources
Since the consummation of the merger between Trimax and PLC Network Solutions Inc. the Company has raised funds through a convertible debenture and private placements. The Company continues to raise funds through its convertible debenture and individual investors to keep its business operational until it can be self sufficient. The Company foresees a trend towards the adoption of BPL devices and IP technology and applications in general, which will assist the Company in procuring revenue generating clients and contracts. Although the Company anticipates raising the finances necessary to to execute its business plan until sufficient revenues are generated for the Company to become self funding, there can be no assurance that additional funds will be available on terms acceptable to the Company.
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, 2007.
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; however the company feels that it can draw down on funds through a previously executed convertible debenture agreement executed on May 15, 2006. This commitment is non binding; therefore, there can be no assurances that any additional funds will be available on terms acceptable to the Company at all. The agreement is with a private accredited group of investors. The total commitment is for $3,000,000 plus warrants and is to be drawn down in tranches of up to $300,000 at Trimax's option. The loans mature on May 14, 2009 and bear an annual interest rate of 12%. At the investor's option, the loan is convertible to common shares at the prior 20 day average price. Each common share has one purchase warrant attached, with each warrant exercisable for one common share at $1.25 until May 14, 2009. In October 2006 the Company drew down $150,000 of the available funds.
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 have been secured. To date the Company has raised funds to keep its business operational and to allow it to market its products and procure contracts. 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.
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. During the second quarter ended March 31, 2007 the Company received $25,000 from Electrolinks Corporation. Although the remaining balance is a legal receivable, the Company has taken a 100% allowance against the balance due.
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 exceeding $50,000. The Company has now negotiated a settlement whereby the judgement it holds against Electolinks Corporation. shall be dropped in exchange for the pending action in Nevada also being dropped by Trimax. The Company would then pay an additional $20,000 to the plaintiffs. The deal has been accepted and is final discussions and anticipates on having the settlement closed within the next 60 days.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 24, 2007 the Company issued 10,000,000 restricted common shares to the officers of the company for of services provided to the Company. The fair value was measured at the value of the Company's common stock on the date that the commitment for performance had been reached. This valuation date was January 24, 2007. The fair value of the equity instrument has been charged directly to compensation expense and additional paid-in capital.
On January 27, 2007 the Company issued 8,300,000 restricted common shares in settlement of accounts payable of $148,400.
On January 22, 2007 the Company filed a Form S-8 Registration Statement ‘Securities to be offered to Employees in Employee Benefit Plans’. Under the terms of this filing the company registered 1,369,286 shares of common stock with a par value of $.001 per share for settlement of amounts payable by the company to the employees. The fair value was measured at the value of the Company's common stock on the date on the registration. This valuation date was January 22, 2007 at which time the stock was valued at $0.16. The fair value of the equity instrument has been charged directly to the related amounts due to the respective parties and additional paid-in capital.
On March 3, 2007 the company issued 1,000,000 private placement restricted common shares in exchange for $155,000 of services provided to the Company. The fair value was measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty had been reached and the counterparty's performance was substantially complete. This date was March 3, 2007 at which time the stock was valued at $0.15. The fair value of the equity instrument has been charged directly to the income statement and additional paid-in capital.
During the quarter ended March 31, 2007, the Company issued 588,461 private placement common shares to various investments at an issue price of between $0.10 and $0.13 per share.
On April 17, 2007 the Company cancelled the 3,000,000 common shares related to the legal circumstances surrounding the acquisition of MSI. Trimax terminated the agreement to acquire MSI.
On April 25, 2007 the Company cancelled 122,222 shares of common stock originally issued at $0.16 per share for services.
On May 9, 2007 the Company adopted the 2007 Equity Incentive Plan the purpose of which is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company. The total number of shares reserved and available for grant and issuance pursuant to the Plan is 5,000,000 Shares.
On May 14, 2007 the Company issued 3,200,000 shares of common stock for deposits on contracts and 1,263,000 shares of common stock for services from consultants, all issued at $0.16 per share.
On May 16, 2007 the Company issued 233,000 shares of common stock for services from consultants at $0.15 per share and issued 200,000 for cash pursuant to a private placement at $0.10 per share.
On May 24, 2007 the Company issued 233,000 shares of common stock for services from consultants at $0.14 per share.
On July 10, 2007 (approved for issuance June 15, 2007 and recorded in the period ended June 30, 2007) the Company issued 1,700,000 shares of common stock for management services and 3,550,000 shares of common stock for services from consultants, all issued at $0.12 per share.
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:
Exhibit No. | | Description |
| | |
31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. |
| | |
31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. |
| | |
32.1 | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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/ Derek Pepler |
| | Name: Derek Pepler |
| | Title: President and Director and Chief Executive Officer |
| | |
| Date: August 12, 2007 |
| | |
| By: | /s/ Robert Vivacqua |
| |
Name: Robert Vivacqua |
| | Title: Chief Financial Officer |
| | |
| Date: August 12, 2007 |