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Quotes & Info
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| TMXN.OB > SEC Filings for TMXN.OB > Form 10-Q/A on 23-Sep-2009 | All Recent SEC Filings |
23-Sep-2009
Quarterly Report
The following discussion should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto appearing elsewhere in this quarterly report, and in conjunction with the Management's Discussion and Analysis set forth in (1) our annual report on Form 10-K for the year ended September 30, 2008.
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. Utility companies have been slow to adopt the technology as further test pilots are required for any eventual broad scale deployment. Consequently, Trimax divested its wholly owned subsidiary PLC Network Solutions Inc. to a third party for a nominal fee.
On March 23, 2009, the Company entered into an option agreement with Exploraciones San Bernardo S.A. de C.V, a Mexican company, to purchase five strategic mining claims the Mexican company holds near the Municipality of Alamos, Sonora, Mexico. Subsequently, the Company agreed to terminate and release all interests it was granted by San Bernardo in the Sonora claims, in order to allow Hawk Uranium Inc.'s proposed acquisition of a 100% interest in the five strategic mining claims San Bernardo holds near the Municipality of Alamos, Sonora, Mexico. Under the LOI, Hawk would acquire the 100% unencumbered interest upon payment of 15,000,000 of its common shares.
These shares were to be issued and distributed on a one third equal basis each to: 1)Trimax Corporation, 2)San Bernardo, and 3)Robert S. Stewart and Reg Olson.
On July 16, 2009, the majority shareholders, by written consent, elected the following directors to its Board: Mr. John Riccio, Mr. Naim Chaudry, and Mr. Gary Newman. Mr. Stewart was not elected to the Board.
On July 27, 2009, Hawk announced that it was proceeding with its initial payment to acquire the Sonora claims. On the same day, Mr. Stewart revised the Agreement with Hawk, and directed that the one third of the Hawk shares belonging to Trimax, be issued to Mr. Stewart personally in his name, in addition to the Hawk shares he was receiving for himself as part of his one third portion shared with Mr. Olson. In addition, Mr. Stewart also revised the Agreement such that the one third of the Hawk shares that were being issued to San Bernardo were also to be issued to Mr. Stewart instead. In fact, the entire 5 Million Hawk shares that were being delivered as part of the first tranche of the Hawk purchase were all to be issued to Mr. Stewart, instead of the one third portion to each of the three parties named in the original LOI between Trimax and Hawk announced on June 1, 2009. These changes to the Hawk Agreement were not disclosed to the shareholders or the new Directors of Trimax.
On August 5, 2009, Hawk was informed by Trimax of the change in management and also notified that the Company did not approve of the changes to the Hawk Agreement whereby Mr. Stewart would receive the one third of the Hawk shares belonging to Trimax for himself personally. Hawk was also informed by the San Bernardo shareholders that they would also not agree to giving up their one third of the Hawk shares to Mr. Stewart personally. On August 18, 2009 Hawk Uranium announced that it would not be proceeding with its acquisition of the San Bernardo Claims.
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 Accounting
The accompanying financial statements as of June 30, 2009 include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Company has no subsidiaries as of June 30, 2009.
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 an exploration stage company, and that the statements of operation, stockholders' deficiency and cash flows disclose activity since the date of the Company's inception.
Capital Stock
The stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2009:
Common stock, $0.001 par value; 100,000,000 shares authorized: 7,250,725 shares issued and outstanding.
Preferred stock, $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding.
The Company's board of directors is negotiating to settle liabilities as stated previously with creditors and debtors.
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 unforeseen 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, and other factors unknown to the Company at this time, could cause our financial results, including our net (loss) or growth in net income (loss) to differ materially from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially. We base our 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 SEC, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.
Plan of Operations
Trimax through its previously wholly owned subsidiary PLC Network Solutions Inc. were providers of BPL communication technologies. The Company was attempting to specialize 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.
The Company discontinued its operations during the quarter ended March 31, 2009. The Company has no revenues and $55,515 of expenses from continuing operations during the three months and nine months ended June 30, 2009 compared to no revenues and expenses from continuing operations during three months and nine months ended June 30, 2008. The Company has a loss from discontinued operations of $-0- and $47,206 for the three months ended June 30, 2009 and 2008, respectively. The Company also has losses from discontinued operations of $77,664 and $400,287 for the nine months ended June 30, 2009 and 2008, respectively.
Liquidity and Capital Resources
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. During the nine months ended June 30, 2009, $88,225 was advanced to the company by independent third parties for working capital There can be no assurances that any additional funds will be available on terms acceptable to the Company, or at all.
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