U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2014

 

 

Commission file number 000-32479

 

 

Trimax Corp

(Exact name of registrant as specified in its charter)

 

 

Nevada   76-0616468
(State of Incorporation)   (I.R.S. Employer Identification No.)

 

 

1007 N Federal Hwy #275 Ft Lauderdale, FL 33304

(Address of principal executive offices) (Zip Code)

 

302-261-3660

Registrant’s telephone number, including area code

 

Securities registered under Section 12(b) of the Exchange Act:

None .

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of class)

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes ☐      No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes ☐      No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒      No ☐   

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes ☒      No ☐   

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐     Accelerated filer ☐  

Non-accelerated filer

(Do not check if a smaller reporting company)

☐     Smaller reporting company

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐      No ☒

 

As of March 25, 2015, the aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $960,000 based on the closing trade reported on the NASD Over-the-Counter Bulletin Board National Quotation System.

 

As of December 31, 2014, the registrant had issued 64,564,000 shares of Common Stock, par value $0.001; and had issued 10,000 shares of preferred stock, par value $0.001.

 
 

 

Trimax Corporation

Fiscal Year Ending

December 31, 2014

 

 

PART I – FINANCIAL INFORMATION
   
Item 1. Financial Statements 1
Item 2. Nature of Business 1
Item 3. Quantitative and Qualitative Disclosure About Market Risks 5
Item 4. Controls and Procedures 5
   
   
PART II – OTHER INFORMATION
   
Item 1. Legal Proceedings 6
Item 1A. Risk Factors 6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Reserved 6
Item 5. Other Information 6
Item 6. Exhibits 6
   
SIGNATURES 7

 
 

PART I

 

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Consolidated financial statements are set forth in this Report beginning at page F-1 and are incorporated by reference into this Item.

 

ITEM 2. NATURE OF BUSINESS

 

The information in this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

 

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included elsewhere in this report and with our annual report on Form 10-K for the fiscal year ended December 31,2014. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 

GENERAL OVERVIEW

 

Business Overview:

 

DESCRIPTION OF BUSINESS

 

Nature of Operations Urbanesq.com Inc. (“Urbanesq”) was incorporated August 25, 2000 under the laws of the Province of Ontario. 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 operations of Urbanesq being reported by the Company 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 the Corporation‟s common stock of one new share for each one hundred shares outstanding (1 for 100) and authorized any fractional shares to be rounded to one share. On February 11, 2005 the Company amended and restated its Articles of Incorporation, changed the name of the Company to Trimax Corporation (“Trimax”or the “Company”), and increased its authorized share 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 supplier (the "Partner"), a privately-held corporation based in Toronto, Ontario which Partner represented that it had secured for itself from Ascom. This agreement provided the Company with the exclusive right to sell Switzerland based Ascom broadband over power line (BPL) communication access products ("Products") in Canada and non-exclusive rights worldwide. In consideration for these rights the Company paid the Partner a fee of $100,000Cdn for a five year license commencing August 1, 2005.

 

Subsequent to the signing and the advancement of funds for the Exclusive Supply Agreement the Company was made aware that the Partner had no right to grant a sub-license from Ascom. Furthermore, the Partner was in default and was never in any position to grant any sub-license on its own license. On March 22, 2006 Trimax filed an action in the Superior Court of Ontario against Electrolinks Corporation alleging damages of $1,250,000, subsequently received a court ordered judgment in the Company’s favour of $132,000, received $25,000 and is awaiting payment of a further $107,000 plus applicable legal fees and interest. Collection of the balance of this judgement remains doubtful.

 

Due to these events, Trimax began to develop relationships with other vendors for BPL products. 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 Corporation acquired all of the outstanding common stock of PLC for the issuance of 876,000 shares of common stock. In July of 2008 the Company sold its interest in PLC for $1.00.

 

On May 17, 2006, Trimax entered into a purchase and sale agreement with 3One Networks Inc. (“3One”). 3One is a technology and service company that had commercialized BPL technologies to transmit digital signals through the electrical power line infrastructure. Trimax advanced $94,600USD to 3One towards the purchase of their 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 BPL services to these hotels, motels and resorts. The total purchase price was to be $220,230CDN. The company has halted further payments while in negotiations with 3One for possible mutually beneficial changes in its relationship on a going forward basis.

 

1
 

 

On July 01, 2008 Trimax sold all of its interest in its subsidiary, PLC Network Solutions Inc., to a third party for a nominal fee of $1.00. PLC‟s assets included the deposit on the transaction Trimax entered into with 3One Networks Inc. on 17 May 2006. 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 under the Ontario Business Corporations Act, and Trimax, Trimax Corporation acquired all of the outstanding common stock of MSI in exchange for 120,000 shares of Trimax’s common stock. In March of 2007, Trimax terminated its acquisition of Multi-Source on the grounds of breach of contract and cancelled the 120,000 shares previously issued. On August 14, 2007, pursuant to an asset purchase agreement by and between Cybersonics Broadcast Services Inc., a company incorporated in the Province Of Ontario under the Business Corporations Act, and Trimax, 80,000 shares of Trimax common stock were issued as a deposit towards the acquisition of assets known as Multi-Media Management Distribution Technology. In June of 2008 the Company terminated this agreement and cancelled the 80,000 shares previously issued. Overview Trimax attempted to become a broadband over power line (“BPL”) integrator and service provider. Using existing powerline infrastructures, it tried to deliver innovative data, voice and video communications to commercial, residential and other markets. BPL technology has evolved to where BPL‟s speeds are now competitive with cable or DSL without the corresponding costs. A hydro utilities main asset is its electrical distribution infrastructure which is in most cases used only to deliver power. New Millennium Research recently reported that approximately 20 percent of U.S. utilities are considering investments in BPL technology. Utilities are implementing Automatic Meter Reading (“AMR”) and other real-time performance monitoring services to create a „smart electrical grid‟ but utility companies have been slow to adopt the BPL technology. In pursuit of companies and technologies that would deliver a revenue base to eventually allow it to be self-sufficient, Trimax entered into ongoing negotiations for BPL digital signage and content management technology with Cybersonics Broadcast Services Inc. in the hope that its efforts would lead to contracts for digital signage and content management. The Company became involved in several projects with an assortment of potential clients for BPL enhanced digital signage screens and content management. These projects did not become revenue generating and remained at the demonstrational stage. As a result of its efforts, Trimax contributed to the purchase of 126 digital signage screens and caused to be advanced $90,000 to Cybersonics Sound Technologies Inc. in the effort to further the Company’s business by making use of the BPL technology. This Media venture did not come to fruition and the Company wrote off its investment in 2008.

 

Consequently, Trimax decided to divest itself from its wholly owned subsidiary PLC Network Solutions Inc. and on July 01, 2008 Trimax sold all of its interest in its subsidiary, PLC Network Solutions Inc., to a third party for a nominal fee of $1.00. PLC‟s assets included all of the BPL assets of Trimax.,

 

The Company has been searching for and evaluating other business opportunities and continues to attempt to collect on funds owed to it by Cybersonics and Electrolinks.

 

On March 23, 2009 the Company entered an agreement to purchase five mining claims located near the Municipality of Alamos, Sonora, Mexico. The Parties involved failed to complete the purchase and the project was abandoned. As part of the intended transaction, the Company formulated a new plan of operations and divested itself of its broadband over power line business plans, trade secrets and proprietary information, and any remaining digital signage equipment. The Company is now engaged in business as an exploration stage resource company. Accordingly, the Company’s financial statements have been restated to reflect its prior operations as discontinued operations.

 

Subsequently On October 14, 2009 Trimax issued 7,000,000 (seven million) shares of common stock pursuant to the Option Agreement to acquire an interest in the Zeibright Property, California, for the issuance of up to 90,000,000 shares of common stock, of which this issuance forms a part, and the expenditure of up to $2,000,000.00 on exploration and development of the Zeibright Property to reflect its new business direction into mineral resource exploration.

 

In 2010 the company continues in its direction of mineral resource exploration on the Zeilbright Property.

 

It was decided in June 2010 to change the fiscal reporting year to end December 31.

 

In October 2011, it became obvious that the company would be unable to meet its obligations to develop the Zeilbright Property. The company has decided to divest itself of this business interest for $1 and has begun exploring new merger activities.

 

On June 27 2012 (the “Closing Date”), Trimax Corp., a Nevada corporation, closed a voluntary share exchange transaction pursuant to a Share Exchange Agreement agreed to between the parties on February 15, 2012 (the “Exchange Agreement”) by and among The Company ex CEO and Director Gordon Lee , and as the representative for stockholders of Zeibright Property, California.

 

In accordance with the terms of the Exchange and Purchase Agreement, on the Closing Date, we recovered a total of 35,000,000 shares of common stock out of 90,000,000 issued by the Company and 10,000,000 shares of preferred convertible stock with 10,000-1 super voting rights of the Selling Stockholders in exchange for payment of $100,000.00.

 

New Trimax management and Board of Directors wrote down the mining venture assets to nil.

 

On June 4 2012 we secured a line of credit through EMRY GROUP Corp for $3,500,000.00 through a series of convertible promissory notes, and a pledge of the recovered 35,000,000 shares as security for the loan. The purpose of the loan is to seek out suitable merger candidates and recalibrate Trimax into a new direction of timeshare yacht and watercraft sales, timeshare of real estate agro business commerce and import and export of watercrafts from N America to the EU market. The loan bears interest at the rate of 10% per annum, payable monthly.

 

On July 11 2012 we acquired 100% of the issued and outstanding capital stock of 1719702 Ont. Inc. (171) an Ontario Canada corporation doing business as Bayern Industries , Trimax Yachts, Magellan 1 Import and Export. As a result of the Transaction, the Selling Stockholders received an undertaking from Trimax that they will be issued 350,000,000 shares of Trimax common stock within 30 months of the closing date or as soon as 171 can fulfill the majority of the benchmark threshold tasks as agreed upon between Trimax management and 171.

 

2
 

 

Magellan Industries

 

We are leading and trusted provider of Mobile apps and web development solutions for your enterprise. Our expertise and knowledge coupled with years of experience makes us a one-stop solution for all your apps needs. Be it mobile application development, web application development, technology consulting, cloud services, eCommerce or business intelligence and analytics, you name it and we have it.

 

Our motivation is "great" user experience and value added services for the various mobile and web platforms. We have dedicated team of apps and web developers designers. 

 

We have development expertise in following mobile app platforms:

§      iPhone Mobile Apps

§      Android Mobile Apps

§      Blackberry Mobile Apps

§      Windows Phone Mobile Apps

§       

We have development expertise in following technologies and services:

 

§      Web Design & Development

§      Search Engine Optimisation

§      Graphic Design & Brand Creation

 

Bayern Industries Inc holds interests and conducts business activities in a principal commodity in a mercantile field; those goods being steady in demand, or are known and recognized in quality. Simply put, organic farming, and ecologically friendly products. 

 

Bayern Industries are Agro – Hospitality" Real Estate, Construction and Tourism company. In summary:

 

Commercial production of olives (olive oil) and organic farming.

 

Bayern Industries believes in pro-actively investing in the future, a healthy and environment friendly one too. Bayern Industries has set is sights on the organic agro business. Currently we hold interest in farm lands that are specially designed for organic breeding and organic farming in countries of Serbia Argentina and Chile. Our corporate plans include acquiring and managing additional farms, producing certified organic produce. Additionally we hold interests in a commercial production farmland in Argentina, consisting of approximately 400 hectares of protected crops in the north of the country dedicated to early production. In this area, there are two zones where the nematode problems are very important since crops, such as tomatoes, olives and peppers almost have a ten-month of harvest period. In one zone, soils are heavy while in other major places soils are sandy loam. In the heavy soil area, we do not use more methyl bromide. This product is used in greenhouse crops to disinfect the soil and to control nematodes and soil borne diseases. Rapid treatments for soil disinfection are required because the greenhouses are in production throughout the year.

 

Hospitality Services

 

Hospitality Services through our "Esspresso Italiano Café" brands. Esspresso Italiano specializes in serving the North American and European market with imported coffee machines and commercial food & beverage equipment from Italy as well as the Orient. So what makes Esspresso Italiano unique? Esspresso Italiano coffee beans are grown on high volcanic mountain elevations in the Brazil region and nourished on volcanic soil. Together with the cool climate and moisture from the clouds produces a smooth and rich flavor that is truly remarkable. We have searched and found only the best of the best to vend in the finest gourmet coffee beans. Esspresso Italiano coffee consumers find a wonderfully exotic experience like none other. This exotic blend is packaged in "capsules" that are spill proof and make clean up a breeze. Most restaurateurs are amazed when we introduce them to our capsule format as most have never seen the application and are use to the "pods" application. The Esspresso Italiano ango specially sealed capsule ensures that the precious coffee aroma stays perfectly preserved in its own tiny "safe". Only when you decide it's time for a perfect cup of coffee and place it inside your Esspresso Italiano coffee unit, is the capsule automatically perforated - guaranteeing you fresh coffee drinking pleasure each and every time.

 

 

Real Estate Development

 

Real Estate Development in resort type areas through the timeshare concept. Initial development markets will include:

 

·                      Spain 

·                      Bulgaria

·                      Panama

·                      Montenegro

·                      Mexico

·                      Greece

 

3
 

 

Timeshare  is a relatively complex and high-value product when compared to a traditional package holiday. As consumers look to buy a holiday experience, and not a complicated product, the marketing challenge for the timeshare industry is to persuade consumers to take the time to understand timeshare and the high-quality holiday experience that it offers. The need to convey information means that the marketing process has tended to be focused principally around direct marketing and one-to-one sales. Particular campaigns are often based around incentives to encourage prospective purchasers to visit developments or attend sales presentations. This is an effective technique when done well; but the industry has, in the past, been criticized for adopting high-pressure sales techniques which have undermined the image of the industry. To that end, once a resort has been completed, Bayern Industries management can either be carried out by an owners' committee, a specialist management company or the company itself. Regardless Bayern Industries will levy annual fees on timeshare owners which typically cover cleaning and maintenance; utility charges; insurance; taxes; the operation of common facilities (such as tennis courts or swimming pools); and, usually, a sinking fund to provide for major redecoration or refurbishment. The resort's constitution also gives details of the owner's rights and responsibilities in relation to their occupancy rights.

 

Management organizations will work closely with exchange companies, so that the resort's capacity is effectively utilized and its members have the maximum flexibility when choosing their holidays both at their resort and elsewhere.

 

TRIMAX YACHTS

 

Trimax Yachts is a joint venture of large yacht manufacturing companies. We are mainly engaged in the design of yacht, yacht parts, sales and after-sales service. Trimax Yachts employs the most technically advanced and professional design and manufacturing team. We provide customized solution to develop personalized yachts with inclusion of repair from seaman to captain, daily maintenance.

 

Trimax yacht company production facility covers an area of 300 acres, has a ling and wide plant, two room thermostat, includes room paint workshop and other hardware facilities. We employ imported CNC machine tools from Japan and a have full set of metal processing workshop. We have more than five years of yacht exporting experience. Our yachts were exported to Australia, Norway, USA, Germany and many other countries. We employ technical team from Taiwan, Malaysia, USA and uses perfect technology for production. Our expert team stays in direct contact with existing customers.

 

In summary these are exclusive luxury yachts being assembled in China by a manufacturer with over 300 employees and a $30 million dollar facility. Trimax Yachts will be offered in the USA CANADA and EU marketplace under the brand name Trimax Yachts. TMXN plans to offer 30 to 100 foot yachts under following brand names

 

30 Compass

40 Nautical

50 Navigator

70 Explorer

100 Sea Princess

 

Trimax Corp Inc. is dedicated to becoming a reputable yacht manufacturer and sales company in Spain (and EU generally), Miami and Canada. Our strong business ethics, experience, enthusiasm, and professional culture will ensure our continues growth in revenues, profit and wealth generation for all stakeholders.

 

Trimax Yachts’s mission is to provide customers with uncompromising service and support for all of their boat/yacht purchasing needs.

 

Trimax China built yachts will be offered in the USA CANADA and EU marketplace under the brand name Trimax Yachts. TMXN plans to offer 30 to 100 foot yachts on those markets and it’s objective is to become the leading Yacht manufacturer and sales company in the mentioned markets with a big share of the market.

 

On April 13, 2013, Mr. David Solomon and Michael Arnkvarn were appointed to the Board of Directors. On May 9 2013 due to the untimely and sudden passing away of David Solomon, the board held a vote to remove Mr. David Solomon as a Board of Director and an officer.

 

Effective May 9, 2013, Trimax Corporation accepted the interim appointment of Mr. Zoran Cvetojevic as the Company’s Secretary, Officer and Director.

 

Negotiations between the company and 1719702 Ont. Inc. are almost complete and 171 has met all of its obligations up to date as set forth in 2012. Revenues are modest but expenses have been kept under control.. A final analysis on the 1719702 Ont. Inc. performance is forthcoming in the first quarter of 2015.

 

4
 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

N/A.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule  13a-15(e)  and 15d-15(e)  under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i)  recorded, processed, summarized and reported within the time periods specified in the SEC’s rules  and forms and (ii)  accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud if any, within a company have been detected.

 

Changes in internal control

 

Our management, with the participation of our Chief Executive Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the fiscal year 2014 ending December 31,2014. Based on that evaluation, our Chief Executive Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the fiscal 2014 ended December 31,2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal  controls over financial reporting.

 

5
 

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 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.

 

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 for $120,000 against the Company. All of the plaintiffs were former shareholders of PLC Network Solutions Inc., a Canadian company, which is no longer owned by Trimax. Both parties previously agreed to a settlement, although no actions have been taken in this regard for the past three years. The initial proposed settlement had consisted of a payment of $25000 from the company to PLC with Electrolinks Corporation paying Trimax $25,000 in exchange for a full release by Trimax. Trimax has received no further correspondence from the plaintiffs and no other actions have taken place. The Company has not had any indications that this action will progress further

 

ITEM 1A - RISK FACTORS

 

The risks and uncertainties described below are those that the Company currently deems to be material and that it believes are specific to the Company and the industry in which it competes. In addition to these risks, the Company’s business may be subject to risks currently unknown to the Company. Any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Form 10-K, including our financial statements for the year ended December 31, 2012 before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below. We caution you to review the cautionary statements set forth in this Form 10-K. Risk factors affecting operating results On July 11 2012 we acquired 100% of the issued and outstanding capital stock of 1719702 Ont. Inc. (171) an Ontario Canada corporation doing business as Bayern Industries , Trimax Yachts, Magellan 1 Import and Export. As a result of the Transaction, the Selling Stockholders received an undertaking from Trimax that they will be issued 350,000,000 shares of Trimax common stock within 30 months of the closing date or as soon as 171 can fulfill the majority of the benchmark threshold tasks as agreed upon between Trimax management and 171. Should our merger candidate not fulfill its obligations we will have to continue with a new merger candidate and you could lose your investment.

 

 

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Common Stock Issuance:

 

During the year ended December 31, 2014 the Company issued

 

None

 

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 - RESERVED

 

ITEM 5 - OTHER INFORMATION

 

 

 

ITEM 6 - Exhibits

Exhibit 31.1 Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302 

Exhibit 31.2 Certification of Principal Financial Officer pursuant to Sarbanes-Oxley Section 302 

Exhibit 32.1 Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 906

Exhibit 32.2 Certification of Principal Financial Officer pursuant to Sarbanes-Oxley Section 906

101.INS XBRL Instance Document

101.SCH XBRL Schema Document

101.CAL XBRL Calculation Linkbase Document

101.DEF XBRL Definition Linkbase Document

101.LAB XBRL Label Linkbase Document

101.PRE XBRL Presentation Linkbase Document

6
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  Trimax Corp
   
  By: /s/ Zoran Cvetojevic
    Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer

Dated March 25, 2015

 

7
 

 

Trimax GROUP INC.

Year Ending Dec 31 2014

Table of Contents

 

 

Balance Sheet   F-2
Statement of Earnings and Retained Earnings   F-3
Statement of Cash Flows   F-4
Notes to Financial Statements   F-5

 

These financial statements and notes thereto present fairly, in all material respects, the financial position of the company and the results of its operations and cash flows for the period presented, in conformity with accounting principles generally accepted in the United States, consistently applied.

 

F- 1
 

 

Trimax GROUP INC.

CONSOLIDATED BALANCE SHEET

As at December 31, 2014

(Unaudited)

 

ASSETS  
CURRENT ASSETS        
Cash   $ 6,752  
Accounts Receivable     40,164  
Other Receivable     30,750  
Inventory     14,670  
Prepaid Accounts     3,600  
TOTAL CURRENT ASSETS     95,936  
LONG-TERM EQUITY INVESTMENT      
FIXED ASSETS     88,499  
INTANGIBLE ASSETS - NBV      
Total   $ 184,435  
         
LIABILITIES AND SHAREHOLDERS' EQUITY  
CURRENT LIABILITIES        
Accounts Payable and Accrued Liabilities   $ 13,178  
Notes Payable      
Taxes payable      
TOTAL CURRENT LIABILITIES     13,178  
LONG TERM LIABILITIES      
TOTAL LIABILITIES     13,178  
         
SHAREHOLDERS' EQUITY        
CAPITAL STOCK        
Common Stock, authorized shares 100,000,000 issued and outstanding - 64,564,000 @ PV $.001     64,564  
Preferred Stock, issued and outstanding - 10,000,000 @ PV $.001     10,000  
Paid-In Capital    

17,039,903

 
Deficit     (16,943,210 )
TOTAL STOCKHOLDERS’ EQUITY     171,257  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 184,435  

 

The accompanying notes are an integral part of these financial statements

 

F- 2
 

 

 

Trimax GROUP INC.

CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS

FOR THE YEAR ENDED December 31, 2014

(Unaudited)

 

REVENUE        
Sales   $ 259,078  
TOTAL SALES     259,078  
COST OF SALES        
Cost of Sales     32,095  
TOTAL COST OF SALES     32,095  
GROSS PROFIT     226,983  
OPERATING EXPENSES        
Administrative Expense     118,993  
Selling Expense     38,101  
TOTAL OPERATING EXPENSES     157,094  
OTHER INCOME & EXPENSES      
       
PROFIT (LOSS)   $ 69,889  
         
NET PROFIT (LOSS)   $ 69,889  
         
Deficit - Beginning of period     (17,013,099 )
         
Deficit - End of period   $ (16,943,210 )

 

The accompanying notes are an integral part of these financial statements

F- 3
 

 

 

TRIMAX GROUP INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED December 31, 2014

(Unaudited)

 

       
Cash flows from operating activities        
Profit/Loss from operations   $ 69,889
Adjustments to cash flows from operating activities:        
Amortization of goodwill      
Depreciation of fixed assets      
Cash flows from operating activities     69,889
         
Cash flows from investing activities:        
Capital expenditures     (2 )
Investment in inventory     4,201  
Increase in accounts receivable     (48,767 )
Increase in prepaid expenses      
Cash used in investing activities     (44,568 )
         
Cash flows from financing activities:        
Increase in accounts payable and accrued liabilities     (17,161 )
Decrease in paid-in capital   2,063
Increase in loans payable    
Issuance of capital stock      
Cash used for financing activities     (15,098 )
         
Net increase (decrease) in cash     10,223
         
Cash at beginning of period     (3,471 )
Cash at end of period     6,752

 

The accompanying notes are an integral part of these financial statements

F- 4
 

 

Trimax GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR December 31, 2014

(Unaudited)

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS ISSUES

 

On June 27, 2012 a share exchange agreement between the Company represented by the EX CEO Gordon Lee and the Emry Group was concluded 35,000,000 common shares and 10,000,000 preferred shares with 10,000 to 1 were exchanged for a payment of $100,000 A line of credit for $3,500,000 was secured by the company in order to seek new merger Candidates On July 11, 2012 the company acquired 100% of the outstanding capital stock of 1719702 Ont Inc. doing business as Bayern Industries, Trimax Yachts and Magellan 1 Import/Export.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

Accounting policies and procedures are listed below. The company has adopted a December 31 year end. We have prepared the consolidated financial statements according to generally accepted accounting Principles (GAAP).

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less as cash equivalents. As of December 31, 2014 the company had no cash or cash equivalent balances in excess Of the federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized financial institutions.

 

Earnings Per Share

 

The company adopted provisions of SFAS No. 128, 'Earnings per Share' SFAS No. 128 requires the presentation of basic and diluted earnings per share "EPS". Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted. The Company has not issued any options or warrants or similar securities since inception.

 

Stock Based Compensation

 

As permitted by Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure", which amended SFAS 123 ("SFAS 123"), "Accounting for Stock-Based Compensation", the Company has elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation arrangements as defined by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees”, and related Interpretations including "Financial Accounting Standards Board Interpretations No. 44, Accounting for Certain Transactions Involving Stock Compensation", and interpretation of APB No. 25. At December 31, 2014 the Company has not formed a Stock Option Plan and has not issued any options.

 

Dividends

 

The Company has adopted a policy regarding the payment of dividends. Dividends may be paid to shareholders once all divisions are fully operational and profitable. The Board may also pay dividends to counter any short selling or undermining of the entity. See Note 1.

 

Fixed Assets

 

Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in income.

 

F- 5
 

 

 

Income Taxes

 

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

 

Advertising

 

Advertising is expensed when incurred.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Goodwill

 

Goodwill is created when we acquire a business. It is calculated by deducting the fair value of the net assets acquired from the consideration given and represents the value of factors that contribute to greater earning power, such as a good reputation, customer loyalty. We assess goodwill of individual subsidiaries for impairment in the fourth quarter of every year, and when circumstances indicate that goodwill might be impaired.

 

NOTE 3. GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company had a profit for the period through to December 31, 2014 of $69,889. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 4. RECENTLY ISSUED ACCOUNTING STANDARDS

 

Management does not believe that any recently but not adopted accounting standards will have a material effect on the Company's results of operations or on the reported amounts of its assets and liabilities upon adoption.

 

NOTE 5. SHAREHOLDERS’ EQUITY

 

Common Stock: As of December 31, 2014 the company has 64,564,000 shares of common stock issued and outstanding as well as 10,000,000 preferred shares.

 

NOTE 6. PROVISION FOR INCOME TAXES

 

It is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable. The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable.

 

F- 6

EXHIBIT 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

 

I, Zoran Cvetojevic, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Trimax Corp.;

 

2. Based on my knowledge, this 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 report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are 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 registrant 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 registrant, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) 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

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

 

Date: March 25, 2015

 

/s/  Zoran Cvetojevi

Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer

EXHIBIT 31.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

 

I, Zoran Cvetojevic, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Trimax Corp.;

 

2. Based on my knowledge, this 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 report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are 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 registrant 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 registrant, 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) 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

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

 

Date: March 25, 2015

 

 

/s/  Zoran Cvetojevi

Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C SS. 1350 ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report on Form, 10-K (the "Report") of Trimax Corp. (the "Company"), for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof, I, Zoran Cvetojevi, Chairman, Acting Chief Executive Officer and Acting Chief Financial Officer, of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

 

/s/  Zoran Cvetojevi

Zoran Cvetojevic
Chairman, Acting Chief Executive Officer and Chief Financial Officer

 

 

March 25, 2015