SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 16, 2002
TELEMAX GLOBAL COMMUNICATIONS, INC.
(formerly ORGANIK TECHNOLOGIES, INC.)
(Exact name of Registrant as specified in its charter)
Washington 0-18935 81-0440517
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
736 Dundas Street East, Toronto, Ontario, Canada M5A 2C3
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (416) 703-0334
TABLE OF CONTENTS
Page No.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT..............................2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS..........................2
ITEM 5. OTHER EVENTS..................................................3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.............................6
SIGNATURE..................................................................6
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On February 16, 2002, the Company closed a Share Exchange transaction in which
Telemax Global Communications, Inc. (formerly Organik Technologies, Inc.) (the
"Company") acquired all of the issued and outstanding shares of Telemax Global
Communications, Inc., a Canadian corporation ("TGC Canada") in exchange for
9,230,000 shares of the common stock of the Company. At the closing, A. J.
Salomon, John McNulty and Finn Walstad resigned as the officers and directors of
the Company and Evan Karras, Dr. Manu Missaghie, Ali Vakili and Fred Missaghi
were appointed as the new directors of the Company.
Pursuant to the Company's Bylaws, six directors are divided equally into three
classes with one class subject to re-election every three years. The new
directors will be designated to the following classes:
Class Term Expiring Name of Director
I 2002 Fred Missaghi
I 2002 Ali Vakili
II 2003 Dr. Manu Missaghie
II 2003 Vacant
III 2004 Evan Karras
III 2004 Vacant
Prior to their resignation, the former directors appointed Evan Karras as the
Company's CEO and President; Dr. Manu Missaghie as Vice President of Operations
and Secretary; and Jim McDowell as Vice President of Finance and Chief Financial
Officer.
The nine former shareholders of TGC Canada now own approximately 86% of the
Company's outstanding common stock while the existing Company shareholders
retain approximately 7.6% of the Company's current outstanding stock. No other
shareholders own 5% or more of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Company acquired all of the 1,000,000 issued and outstanding shares of TGC
Canada in exchange for the issuance of 9,230,000 shares of the common stock of
the Company. The amount of shares issued by the Company in the Share Exchange
transaction increased from 9,000,000 to 9,230,000 in recognition of additional
shares of the Company's common stock issued prior to the Closing, additional
transaction costs incurred by TGC Canada and the fact that the Company had
approximately $65,000 of debt at the Closing date rather than no liabilities as
contemplated in the original agreement. As a result of this exchange, TGC Canada
is now a wholly-owned subsidiary of the Company. TGC Canada has two wholly-owned
subsidiaries, Parsecom, Inc. and Telemax Communications, Inc.
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ITEM 5. OTHER EVENTS
In connection with the share exchange transaction, the Company filed an
Amendment to its Articles of Incorporation changing its name to Telemax Global
Communications, Inc.
Shortly before the Closing, the Company effectuated a 1-for-20 reverse stock
split which reduced the outstanding common shares from 19,987,920 shares to
approximately 999,396. Any fractional shares resulting from the reverse stock
split were rounded up to the next whole share. Consequently, every holder of
common stock prior to the Closing received at least one share of post-split
common stock.
In addition to the 9,230,000 shares of common stock issued in exchange for the
outstanding shares of TGC Canada, 1,000,000 additional post-split shares were
issued in conjunction with the Closing to various service providers as
compensation for services rendered in facilitating this Share Exchange
transaction.
Immediately after Closing, there are approximately 11,229,396 shares of the
Company's common stock outstanding.
The Company's stock is listed for trading in the "Pink Sheets" published by the
Pink Sheet, LLC. As a result of this transaction, the Company's trading symbol
has been changed from "ORGK" to "TMXG." The Company intends to make application
for listing its common stock for trading on the OTC Bulletin Board.
Telemax Global Communications, Inc.
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The Company is the parent of TGC Canada which was founded in July, 2001 and
formed under the laws of Ontario, Canada. TGC Canada operates its business
through its two wholly-owned subsidiaries, Telemax Communications, Inc. and
Parsecom, Inc. The Company's core products include prepaid phone cards and
One-Plus long distance services. The Company markets its prepaid phone cards
through its national distribution network in over 6,000 retail locations.
Through its strategic partnership with Canquest Communications (Canada), Inc.
("Canquest"), the Company is able to obtain its carrier rates and services "at
cost". In addition, TGC Canada has entered into an arrangement with Canada's
largest telecommunication service provider to distribute their prepaid calling
cards. TGC Canada has also entered into licensing arrangements pursuant to which
the Company will establish long distance telephone service in various
underserved emerging telecommunications markets such as China, Vietnam, India,
the Philippines and the Republic of Sudan.
The Company has created a strategic platform to increase its market share in
both existing core products while at the same time significantly reducing its
direct operating costs through its partnership with Canquest.
In addition to its core products, Telemax has plans to introduce additional
products and services including prepaid wireless, prepaid Internet,
point-of-sale ("POS") terminals and the deployment of a voice over Internet
protocol ("VOIP") platform.
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The Company operates from two leased premises. The prepaid phone business is
located at 231 Millway Avenue, Concord, Ontario, Canada. The long distance and
international communications services are located at 736 Dundas Street East,
Toronto, Ontario, Canada. TGC Canada plans on consolidating its operations into
one location. TGC Canada also has plans for an additional location in California
to house its United States sales and marketing arm.
PRODUCT OVERVIEW. The Company currently offers two core products and is
developing several other new products and services.
1. Prepaid Phone Cards. TGC Canada is one of the largest prepaid telephone card
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manufacturers and distributors in Canada. Since introducing its first telephone
cards in June, 1997, sales have increased steadily. TGC Canada has a
distribution agreement with Bell Canada pursuant to which TGC Canada distributes
Bell's prepaid phone cards through its distribution network. TGC Canada earns
10% of the gross sales revenues as its distribution commission. During the year
2001, Bell Canada's prepaid products accounted for approximately $50 million of
prepaid cards sold in Canada.
The Company offers three different types of prepaid phone cards to the Canadian
and international markets including:
- Phone cards for originating calls in North America; - Phone cards for
originating calls internationally; - Phone cards for promotional
purposes.
All of these prepaid phone cards are rechargeable allowing them to be used
repeatedly.
2. One-Plus Long Distance. The Company's other core product is its long distance
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service which provides direct dial long distance service to its subscribers.
Through the utilization of Canquest's sophisticated low-cost routing software
and the strategic service agreement between Canquest and TGC Canada, the Company
is able to offer subscribers rates that are in most cases lower than those of
other providers. TGC Canada has focused on marketing its One-Plus service to
consumers who place calls regularly to countries outside of Canada.
Internationally, the Company has placed an international gateway in China which
is intended to establish voice and data capacity for telecommunications in
China. The Company is also negotiating to establish similar telecommunication
services in India and the Philippines. TGC Canada currently markets and promotes
its One-Plus service through sales agents and has substantially increased its
active subscriber base during the last six months.
In addition to the above existing core products, the Company is currently
developing several new products and innovations as set forth below.
3. Prepaid Internet Card. The Company is developing a prepaid card that enables
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consumers to access the Internet from any computer. The prepaid Internet cards
will be distributed through existing wholesale distribution networks in addition
to establishing new corporate retail outlets specifically targeted to the mobile
business person and university students.
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4. Prepaid Wireless. The Company is developing a prepaid card to cover wireless
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services. The initial introduction of prepaid wireless services will be in
Canada where there is an estimated 600,000 credit-declined customers who either
desire or are required to purchase air-time on an "as needed" basis, without
committing themselves to long-term contracts. The Company intends to introduce a
compatible system for adding air-time which will represent one of the most
advanced systems for "recharging" a person's prepaid wireless card anywhere in
the world.
5. Electronic Point-of-Sale Terminal ("POS"). The Company is currently
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developing its electronic warehousing point-of-sale ("POS") terminal which is an
innovative system for delivering a wide range of prepaid telecommunications
products and services at the retail level. Such POS machines will be capable of
simultaneously issuing prepaid long distance cards, prepaid wireless
("cellular"), PCS services, and prepaid paging and more. The Company's POS
machines will also incorporate unprecedented levels of security against theft
and fraud. The Company hopes to place over 300 POS terminals during the next 12
months in various retail locations.
6. Voice Over Internet Protocol ("VOIP"). The VOIP is comprised of several
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interconnected processes that convert a voice signal into a "stream of packets"
in a single telephone line. VOIP allows the human voice to travel simultaneously
over a single packet network line with both fax information and modem data. This
VOIP technology is what TGC Canada is currently developing for China.
The Company is negotiating the acquisition of a company which holds licenses to
route telephone traffic to the Philippines and has established switching
facilities in that country. A fundamental objective of the Company is to
eventually install VOIP gateway technology in various countries that have large
ethnic populations in Canada and the United States such as India, Brazil, Hong
Kong, Iran, Poland, Pakistan, and Mexico. By introducing these VOIP gateways,
the Company anticipates reducing its cost of long distance calls by up to 50%
which would provide significant savings to its customers while yielding a
significant profit margin to the Company.
7. Expanded International Services. Complimenting its international marketing of
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its VOIP services, the Company will also seek to acquire contracts with various
companies to provide a full range of telecommunication services and networks. In
January, 2001, TGC Canada entered into an operating agreement with a license
holder in the Republic of Sudan. The license granted to the license holder (a
local Sudanese company of which TGC Canada owns 40%) the exclusive right to
develop and provide local line service, mobile communication services and
Internet services. Such license has an initial term of two years with the
possibility of extensions thereafter. As a result of this joint venture, the
Company is developing a plan to deploy a national wireless network in Sudan
utilizing the latest technologies available. Such enhanced telecommunications
technology is expected to better serve the rural areas of Sudan which are not
yet serviced or are under serviced by the existing local telecommunications
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providers, Sudatel and Mobitel. The Company hopes to develop a national
telecommunications network to originate and terminate local and international
calling, cellular and Internet services which, when established, could initially
attract up to 75,000 subscribers and several times that number in subsequent
years.
The Company's principal executive offices are located at Telemax Global
Communications, Inc., 736 Dundas Street East, Toronto, Ontario, Canada M5A 2C3,
and its telephone number is (416) 703-0334.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements of TGC Canada will be filed by
amendment to this Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by Article 11 of
Regulation S-X is not yet available and will be filed by amendment to
this Form 8-K.
(c) Exhibits
99.1 Press Release dated February 21, 2002.
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 hereunto duly authorized.
Date: February 22, 2002 TELEMAX GLOBAL COMMUNICATIONS, INC.
/s/ Evan Karras
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Evan Karras, Chief Executive Officer and President
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