UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 30, 2006
PROMAX COMMUNICATIONS, INC.
2580 Anthem Village Drive, Suite B-1, Henderson, Nevada 89052
(Address of principal executive offices)
(702) 588-5965
(Issuer’s telephone number)
Yukon Territory, Canada | 0-25820 | 87-0810718 |
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) |
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F)
Form 20-F X Form 40-F
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934)
Yes No X
(if “Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
1
FOR IMMEDIATE RELEASE: Leon J. Danna
For Further information: SIPP Industries, Inc. (fka Promax Communications, Inc.)
(702)588-5965
PROMAX COMMUNICATIONS, INC. ANNOUNCES
SECOND QUARTER RESULTS
HENDERSON, NEVADA—Promax Communications, Inc. is a British Columbia based residential mortgage company, but is currently dormant with no assets and has no operating business. The Company has significant working capital needs in order to continue its existence. Moreover, in the absence of significant business operation, the Company will have to seek to raise additional funds to meet its working capital needs principally through the additional sales of its securities. However, there is no assurance that the Company will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to the Company.
There were no sales during this period. Administrative expenses increased from $4,500 to $6,679 during the six-month period ending June 30, 2006. The increase is due to accrued interest on notes payable for professional services.
This release contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth in the forward-looking statements as a result of among other factors, the risk factors set forth above, and in the Company’s filings with the Securities and Exchange Commission, changes in general economic conditions and changes in the assumptions used in making such forward-looking statements.
(Financials to follow)
2
SIPP INDUSTRIES, INC. | |||||||
(formerly PROMAX COMMUNICATIONS, INC.) | |||||||
For the Periods ended June 30, 2005 and 2004 | |||||||
(A DEVELOPMENT STAGE COMPANY) | |||||||
BALANCE SHEET | |||||||
As of June 30 | As of December 31 | ||||||
2006 | 2005 | ||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash | $ | - | - | ||||
Total Assets | $ | - | - | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Current liabilities | |||||||
Notes payable - non-affiliated | $ | 4,500 | 4,500 | ||||
Accrued interest in notes payable | 2,179 | 1,020 | |||||
Total current liablities | 6,679 | 5,520 | |||||
Total liabilities | 6,679 | 5,520 | |||||
SHAREHOLDERS' EQUITY | |||||||
Preferred stock: $0.001 par value; 10,000,000 shares authorized; none issued or outstanding | - | - | |||||
Common stock: $0.001 par value; 250,000,000 shares authorized:12,093,851 issued and outstanding as of June 30, 2005 | $ | 1,209 | 1,209 | ||||
Paid in capital | 9,161,510 | 9,161,510 | |||||
Cost of financing | (852,150) | (852,150) | |||||
Accumulated deficit during the development stage | (8,315,411) | (8,314,252) | |||||
Accumulated translation adjustment | (1,837) | (1,837) | |||||
Total stockholders' equity | (6,679) | (5,520) | |||||
Total Liabilities and Shareholders' Equity (Deficit) | $ | - | - |
3
SIPP INDUSTRIES, INC. | ||||||||||
(formerly PROMAX COMMUNICATIONS, INC.) | ||||||||||
(A DEVELOPMENT STAGE COMPANY) | ||||||||||
STATEMENT OF OPERATIONS | ||||||||||
For the 6-months | For the 6-months | |||||||||
ended | ended | Cumulative since inception | ||||||||
June 30, 2006 | June 30, 2005 | July 23,1993 | ||||||||
Revenue | $ | - | $ | - | 196,794 | |||||
Subscriber | - | - | 55,443 | |||||||
Equipment Sales | - | - | 15,971 | |||||||
- | - | 234,704 | ||||||||
Other | - | - | - | |||||||
Total revenue | - | - | 502,912 | |||||||
Cost of revenue and operating expenses | ||||||||||
Professional service | 4,500 | 4,500 | ||||||||
Technical operatiions | - | - | 151,687 | |||||||
Cost of sales | - | - | 33,009 | |||||||
Sales & marketing | - | - | 347,674 | |||||||
Administration | - | - | 1,174,486 | |||||||
Amortization | - | - | 220,110 | |||||||
Total cost of revenue and operating expenses | - | 4,500 | 1,931,466 | |||||||
Income (loss) before undernoted | ||||||||||
Write down of mortgages and loans | - | - | (93,555) | |||||||
Foreign exchange loss | - | - | (12,141) | |||||||
Interest on notes | 1,159 | 62 | (112,417) | |||||||
Non-controling interest | - | - | 47,222 | |||||||
Forgiveness of debts and cancellation of liabilities | - | - | 3,910,238 | |||||||
Loss on abandonment and disposal of assets and discontinued business | - | - | (10,642,290) | |||||||
Other | - | - | 16,086 | |||||||
1,159 | 62 | (6,886,857) | ||||||||
Net income (loss) | (1,159) | (4,562) | ||||||||
Deferred Income Taxes | - | - | ||||||||
Income Tax Benefit | - | - | ||||||||
NET INCOME | $ | (1,159) | (4,562) | $ | (8,315,411) | |||||
Net income (loss) per common share - basic and dilluted | $ | (0.00) | $ | (0.00) | ||||||
Weighted average common shares outstanding - | 12,093,851 | 12,093,851 |
4
SIPP INDUSTRIES, INC. | ||||||||||||||||||
(formerly PROMAX COMMUNICATIONS, INC.) | ||||||||||||||||||
(A DEVELOPMENT STAGE COMPANY) | ||||||||||||||||||
STATEMENT OF CASH FLOWS | ||||||||||||||||||
For the Years ended June 30, 2005 and 2004 | ||||||||||||||||||
For the 6-months period ended | For the 12 months period ended | Cumulative since inception | ||||||||||||||||
June 30, 2006 | December 31, 2005 | July 23,1993 | ||||||||||||||||
Cash flows from operating activiites: | ||||||||||||||||||
Net income (loss) | $ | (1,159) | $ | (5,520) | $ | (8,315,411) | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||
Items not involving cash: | - | - | ||||||||||||||||
Amortization | - | 220,110 | ||||||||||||||||
Cummulative translation adjustment | - | (6,840) | ||||||||||||||||
Non-controling interest | - | (47,222) | ||||||||||||||||
Forgiveness of debt and cancellation of liabilities | - | (3,910,238) | ||||||||||||||||
Loss on abandonment and disposal of assets and discontinued business | - | 10,311,321 | ||||||||||||||||
Change in working capital | 1,159 | 1.020 | 2,008,326 | |||||||||||||||
Net cash used in operating activities | - | (4,500) | 260,046 | |||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||
Issuance of shares, net of issue costs | - | 7,466,710 | ||||||||||||||||
Redemption of shares | - | (477,999) | ||||||||||||||||
Promissory notes | 4,500 | 3,804,500 | ||||||||||||||||
Dividends | - | (105,815) | ||||||||||||||||
Amounts receivable related to the issuance of shares | - | (38,030) | ||||||||||||||||
Subscription received in advance of capital stocks | - | 1,032,109 | ||||||||||||||||
Net cash provided by financing activities | - | 4,500 | 11,681,475 | |||||||||||||||
Cash flows from investment activities: | ||||||||||||||||||
Capital assets | - | (94,399) | ||||||||||||||||
Investment in Argent Tel | - | (200,000) | ||||||||||||||||
Investment in Skylink, net of cash | - | (8,487,082) | ||||||||||||||||
Mortgages and loans receivalbe | - | 297,018 | ||||||||||||||||
Increase in deferred development costs | - | (138,023) | ||||||||||||||||
Acquisition of equipment, net of disposals | - | (115,727) | ||||||||||||||||
Business acquisitioins net of cash acquired | - | (3,203,308) | ||||||||||||||||
Net cash provided (or used) in investment activities | - | - | (11,941,521) | |||||||||||||||
Net change in cash | - | - | ||||||||||||||||
Cash, beginning of period | - | - | ||||||||||||||||
Cash, end of period | $ | $ | - | $ | - | |||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||||||
Cash paid for interest | $ | - | $ | 1,020 | ||||||||||||||
Schedule of non-cash financing and investing activities: | ||||||||||||||||||
Issuance of common stock | $ | - | $ | - |
5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIPP INDUSTRIES, INC. (fka Promax Communications, Inc.) (Registrant) | |||
Date: February 7, 2008 | By: | /s/ Leon J. Danna | |
Leon J. Danna | |||
Chief Executive Officer | |||
6
CERTIFICATION
I, Leon J. Danna, certify that:
1. | I have reviewed this six month report on Form 6-K of SIPP Industries, Inc. (formerly Promax Communications, Inc.).; |
2. | Based on my knowledge, this six month report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods covered by this six month report; |
4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an six month report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and |
5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: February 7, 2008
by: /s/Leon J. Danna
Chief Executive Officer
7
For the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Leon J. Danna, the Chief Executive Officer of SIPP Industries, Inc. (formerly Promax Communications, Inc.) hereby certifies that, to his knowledge:
(i) the Six month Report on Form 6-Kof the Company for the period ended June 30, 2006 as filed with the Securities Exchange Commission on the date hereof (the “Report”) fully complies with the requirements Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
by: /s/Leon J. Danna
Chief Executive Officer
February 7, 2008