10QSB 1 form10qsb.htm TRIMAX 10QSB 6-30-2006 Trimax 10QSB 6-30-2006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-QSB
 
 

 
(Mark One)
x
Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended June 30, 2006
 
o
Transition report under Section 13 or 15(d) of the Exchange Act
 
Commission file number: 0-32749
 

 
TRIMAX CORPORATION
(Formerly KIWI Network Solutions Inc.)
 
(Exact name of small business issuer as specified in its charter)
 

 
 
Nevada
 
76-0616468
 
 
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
 
2 Lombard St, Suite 204
Toronto, Ontario, M5C-1M1
(Address of principal executive offices)
 
 
(416) 368-4060
 
-
 
 
(Issuer’s telephone number)
 
(Issuer’s website)
 
 

 
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.  Yes  x     No o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o    No x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 31,883,729 shares of common stock, as of July 19, 2006. 
 
Transitional Small Business Disclosure Format (check one):  Yes o    No x 
 


 

 
TABLE OF CONTENTS
 
 

PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
The unaudited consolidated financial statements of the quarterly shareholders’ report for the quarter ended June 30, 2006, 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 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 month and three-month periods ended June 30, 2006 and for the period August 25, 2000 (inception) to June 30, 2006 are not necessarily indicative of the results that may be expected for the year ended September 30, 2006. 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, 2005.


TRIMAX CORPORATION
Formerly KIWI Network Solutions Inc.
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS
 
 
 
June 30,
 
September 30,
 
 
 
2006
 
2005
 
 
 
 
 
(Restated)
 
 
 
(Unaudited)
 
(Audited)
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
Cash
 
$
14,297
 
$
19,855
 
Stock subscriptions receivable
   
-
   
21,900
 
Prepaid expenses and deposits
   
90,818
   
6,366
 
Prepaid license fees
   
-
   
67,599
 
 
         
Total Current Assets
   
105,115
   
115,720
 
 
         
INTANGIBLE ASSETS, net of depreciation
   
1,531,371
     
DEFERRED FINANCING FEES, net of depreciation
   
12,862
     
EQUIPMENT, net of depreciation
   
34,289
   
6,607
 
 
         
 
 
$
1,683,637
 
$
122,327
 
 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
         
 
         
CURRENT LIABILITIES
         
Bank indebtedness
 
$
20,054
 
$
-
 
Accounts payable
   
50,495
   
215,832
 
Long term debt - current portion
   
27,998
   
-
 
Advances from shareholders
   
438,323
   
55,046
 
 
         
Total Current Liabilities
   
536,870
   
270,878
 
 
         
LONG TERM LIABILITIES
         
Long term debt
   
120,028
   
-
 
 
         
Total Liabilities
   
656,898
   
270,878
 
STOCKHOLDERS’ DEFICIT
         
Common stock
   
31,766
   
41,234
 
Additional paid-in capital
   
11,182,632
   
9,235,124
 
Accumulated other comprehensive loss
   
(6,386
)
 
(5,359
)
Stock issuable
   
-
   
217,314
 
Deficit accumulated during the development stage
   
(10,181,273
)
 
(9,636,864
)
 
         
 
   
1,026,739
   
(148,551
)
 
         
 
 
$
1,683,637
 
$
122,327
 
 
See accompanying notes to consolidated financial statements.


TRIMAX CORPORATION
Formerly KIWI Network Solutions Inc.
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
Three Months Ended June 30,
 
 
 
2006
 
2005
 
 
 
(Unaudited)
 
(Unaudited)
 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
License fees
 
$
-
   
-
 
Financial
   
2,776
   
-
 
Depreciation
   
2,307
   
958
 
Amortization of intangible assets
   
25,955
   
-
 
General and Administrative
   
181,479
   
19,325
 
 
         
 
   
212,517
   
(20,283
)
 
         
NET LOSS
 
$
(212,517
)
$
(20,283
)
 
         
NET LOSS PER COMMON SHARE - (Basic and diluted)
 
$
(0.00
)
$
(0.01
)
 
         
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   
26,983,869
   
9,999,975
 
 
See accompanying notes to consolidated financial statements.


TRIMAX CORPORATION
Formerly KIWI Network Solutions Inc.
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
Nine Months Ended June 30,
 
Period August 25, 2000
 
 
 
2006
 
2005
 
( Date of Inception) to June 30, 2006
 
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
 
 
 
 
 
 
 
 
EXPENSES
 
 
 
 
 
 
 
License fees
 
$
70,965
   
-
 
$
85,395
 
Financial
   
3,331
   
-
   
90,344
 
Depreciation
   
5,334
   
2,874
   
59,032
 
Amortization of intangible assets
   
25,955
   
-
   
-
 
General and administrative
   
438,284
   
112,904
   
9,946,502
 
 
             
 
   
544,409
   
115,778
   
10,181,273
 
 
             
 
             
NET LOSS
 
$
(544,409
)
$
(115,778
)
$
(10,181,273
)
 
             
NET LOSS PER COMMON SHARE - (Basic and diluted)
 
$
(0.00
)
$
(0.24
)
   
 
             
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   
26,073,251
   
6,039,004
     
 
See accompanying notes to consolidated financial statements.


TRIMAX CORPORATION
Formerly KIWI Network Solutions Inc.
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 
Three Months Ended June 30,
 
Period August 25, 2000
 
 
 
2006
 
2005
 
(Date of Inception) to June 30, 2006
 
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net loss
 
$
(212,517
)
$
(20,283
)
$
(10,181,273
)
Adjustments to reconcile net loss to net cash used in operating activities:
             
Depreciation and amortization
   
28,262
   
958
   
59,032
 
Salaries paid by share issuance
   
-
   
-
   
986,500
 
Accounts payable forgiven
   
(20,321
)
 
-
   
(30,492
)
Write-off of salaries payable
   
-
   
-
   
(111,355
)
Consulting paid by share issuance
   
-
   
-
   
3,869,654
 
Director’s paid by share issuance
   
-
   
-
   
950,000
 
Write-off of director’s compensation
   
-
   
-
   
(200,000
)
Consulting, services, technology, and travel paid by share issuance
   
-
       
1,664,456
 
Other operating assets and liabilities
   
-
   
-
   
1,066,421
 
Changes in operating assets and liabilities
   
(287,826
)
 
19,325
   
8,254,216
 
Net Cash Used in Operating Activities
   
(492,402
)
 
-
   
(1,927,057
)
CASH FLOWS FROM INVESTING ACTIVITIES
             
Purchases of property and equipment
   
(11,384
)
 
-
   
(79,487
)
Net Cash Used in Investing Activities
   
(11,384
)
 
-
   
(79,487
)
CASH FLOWS FROM FINANCING ACTIVITIES
             
Advances from shareholders
   
173,482
   
-
   
291,482
 
Loans payable
   
-
   
-
   
626,123
 
Common stock to be issued
   
-
   
-
   
268,515
 
Cancellation of common stock
   
-
   
-
   
(16,000
)
Issuance of common stock for debt
   
113,799
   
-
   
362,131
 
Proceeds from issuance of stock
   
225,630
   
-
   
505,221
 
Net Cash Provided by Financing Activities
   
512,911
   
-
   
2,037,472
 
EFFECT OF FOREIGN CURRENCY TRANSLATION
   
(9,866
)
 
-
   
(16,631
)
NET (DECREASE) INCREASE IN CASH
   
(742
)
 
-
   
14,297
 
CASH BEGINNING OF PERIOD
   
15,039
   
-
   
-
 
CASH END OF PERIOD
 
$
14,297
 
$
-
 
$
14,297
 
 
See accompanying notes to consolidated financial statements.


TRIMAX CORPORATION
Formerly KIWI Network Solutions Inc.
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
 
 
 
Three Months Ended June 30,
 
Period August 25, 2000
 
 
 
2006
 
2005
 
(Date of Inception) to June30, 2006
 
 
 
(Unaudited)
 
 
 
(Unaudited)
 
Supplemental Disclosure of Cash Flows Information:
 
 
 
 
 
 
 
Interest paid
 
$
3,331
  $    
$
$37,870
 
Shares issued (cancelled) to settle debt and accounts payable
 
$
113,799
 
$
(617,985
)
 
(504,186
)
Issuance of common stock to acquire Multi-Source
 
$
1,147,500
 
$
-
 
$
1,147,500
 
 
See accompanying notes to consolidated financial statements.


TRIMAX CORPORATION
Formerly KIWI Network Solutions Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
 
Summary of Significant Accounting Policies
 
Nature of Operations
 
Urbanesq.com Inc. (“Urbanesq”) was incorporated August 25, 2000 under the laws of the Province of 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 Urbanesq by Koala 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. (“The Company”) 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 in the name of such shareholder; 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 (“Trimax”), and increased the number of its authorized stock by 95,000,000 shares of common stock and 19,000,000 shares of preferred stock, both with a par value of $0.01 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 itself from Ascom. In accordance with the agreement, the Partner agreed not to sell or supply Products to any other person or legal entity in Canada 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 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. Furthermore, the supplier was previously in default and was never in any position to grant any sub-license on its own license. Due to these events, Trimax has secured product from other vendors for BPL products, which it considers to be more cost effective and possessing similar performance characteristics. As well no annual license fees are required to be paid by Trimax. The company is also in the process of negotiating an equity position as well as being classified as a first tier client with exclusive rights in certain areas of the world for BPL products with a company that possesses its own proprietary BPL products.
 
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 settlement offer, which it has accepted and is awaiting payment of $100,000 plus applicable taxes and legal fees.
 
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 acquired all of the outstanding common stock of MSI.
 
Restatement of Financial Statements
 
The Company has restated its comparative consolidated financial statements for the year ended September 30, 2005 due to an accounting change based on new events and transactions, which occurred during the previous quarter ended March 31, 2006.
 
On August 17, 2005 Trimax acquired all of the outstanding common stock of PLC Network Solutions Inc. (“PLC”) whereby each share of the 21,900,000 issued and outstanding common stock of PLC were converted into the right to receive one share of Trimax stock. Originally for accounting purposes, the acquisition had been treated as a recapitalization of PLC with PLC as the acquirer (reverse acquisition). However, on March 16, 2006 the Company effectively cancelled 16,000,000 common shares for reason of non payment and no consideration. Enough shares were cancelled, so that the remaining shareholders were not sufficient enough to take control of Trimax and therefore the original accounting treatment for the acquisition as reverse merger was no longer appropriate. Consequently, the Company has restated the comparative figures and accounted for the acquisition using the purchase method whereby Trimax acquired 100% of PLC.
 
As a result of the restatement of the September 30, 2005 consolidated financial statements, additional paid-in capital and accumulated deficit balances have been reclassified to include the historical financial statements of Trimax since August 25, 2000 (inception). The historical financial statements previously reported were those of PLC.
 
The effect on the accompanying consolidated balance sheet as of March 30, 2006 was an increase in additional paid-in capital of $9,230,593 and an increase in accumulated deficit of $9,202,808. The effect on the consolidated statements of operations for the period from inception (August 25, 2000) to March 30, 2006 was an increase in the net loss of $9,830,312. This change had no effect on the earnings subsequent to the acquisition. This change had no effect on the earnings per share for the three and six months ended March 31, 2005 and for the period August 25, 2000 (inception) to March 31, 2006.


TRIMAX CORPORATION
Formerly Kiwi Network Solutions Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
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 subsidiaries, PLC and MSI, and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). 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.
 
Intangible Assets
 
Intangible assets of acquired businesses, is 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.
 
Long-Term Debt
 


   
June 30,
 
 June 30,
 
   
2006
 
 2005
 
Long-term debt consists of the following:
 
 
 
 
 
Bank loan, bearing interest at Business Development Bank of Canada floating rate plus a variance of 2% repayable in monthly payment of $835 plus interest with the final payment due on July 23, 2009. The loan is personally guaranteed by a shareholder of the Company. 
 
$
29,080
 
$
-
 
Bank loan bearing interest at Bank of Montreal prime rate plus 3%, repayable in monthly principle payments of $1,778 plus interest, with the final payment due on July 31, 2012
   
118,946
   
-
 
 
   
148,026
   
-
 
Less current portion
   
27,998
   
-
 
Long-term debt
 
$
120,028
 
$
-
 
 
Approximate principal repayments required by the long term debt are as follows:
 
Year
 
 
 
2006
 
$
6,999
 
2007
   
27,998
 
2008
   
27,998
 
2009
   
27,998
 
2010
   
19,769
 
2011 and thereafter
   
37,264
 
   
$
148,026
 


TRIMAX CORPORATION
Formerly Kiwi Network Solutions Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
 
Acquisition
 
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. 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 were issued to a third party subscriber for transaction costs. Up to an additional 2,000,000 shares may be issued to the principal shareholder of MSI, subsequent to the acquisition, upon the achievement of certain milestones by the MSI business within 18 months.
 
The purchase price was allocated as follows:
 
   
At June 1, 2006
 
Consideration exchanged:
 
 
 
3,000,000 shares of common stock valued at the average price two days before and after the measurement date
 
$
1,530,000
 
Transaction costs - 750,000 shares of common stock valued at the average price two days before and after the measurement date
   
(382,500
)
 
   
 
Purchase price
 
$
1,147,500
 
Liabilities assumed
   
(442,540
)
Estimated fair value of tangible assets acquired
   
32,713
 
Estimated fair value of identifiable intangible assets acquired— completed technology
   
1,557,327
 
 
   
 
Goodwill
 
$
-
 
 
 
 Intangible assets, net, consisted of the following:
 
 
 
Estimated Useful Life and Amortization Basis
 
Gross Intangible Asset
 
Accumulated Amortization
 
Net Intangible Asset
 
 
 
 
 
 
 
Completed technology
  5 years using straight-line basis  
$
1,557,327
 
$
25,956
 
$
1,531,371
 


TRIMAX CORPORATION
Formerly Kiwi Network Solutions Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
 
Deposits toward Acquisition
 
3One Networks Inc.
 
On May 17, 2006, Trimax entered into a purchase and sale agreement with 3One Networks Inc. (“3One”), a broadband over powerline provider for the purchase of the High Speed Internet Access (“HSIA”) service business, including all existing service contracts and related assets for providing HSIA services to certain hotels, motels and resorts. The purchase price was $220,230. Trimax has paid initial deposits and payments totalling $72,204, with the balance payable in equally monthly instalments ending October 18, 2006. As certain 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 at June 30, 2006 have been reflected in the balance sheet under prepaid expenses and deposits. No additional deposits and payments have been paid subsequent to year end. The agreement also provides for 3One to deliver certain BPL equipment based on normal distribution pricing. The agreement called for the acquisition of the service book for 50 Hotels, which represents recurring revenue stream from 4,600 rooms in total. The acquisition allows for the potential to upgrade the services by adding applications and ISP provisioning to these hotel sites. 
 
Recent Accounting Pronouncements
 
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB Opinion No. 29" (Statement 153). This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The adoption of FAS 153 will not have a material impact on the Company's consolidated financial statements.
 
In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based Payment" (Statement 123R). This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which the employee is required to provide service in exchange for the award requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in Statement 123. This Statement is effective for public entities that do not file as a small business issuers as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. This Statement applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. The cumulative effect of initially applying this Statement, if any, is recognized as of the required effective date and is not expected to have a material impact on the Company's consolidated financial statements.
 
In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements” (“SFAS 154”). SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. SFAS 154 also provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The provisions of SFAS 154 are effective for accounting changes and corrections of errors made in fiscal periods beginning after December 15, 2005. The adoption of the provisions of SFAS 154 is not expected to have a material impact on the Company’s financial position or results of operations.


TRIMAX CORPORATION
Formerly Kiwi Network Solutions Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
 
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. As at the date of these financial statements the Company has not drawn down on the available loan.
 
Capital Stock
 
On April 11, 2006 the Company issued 11,627 private placement restricted common shares for $0.43 per share.
 
On April 6, 2006 the Company issued 23,809 private placement restricted common shares for $0.42 per share.
 
On May 8, 2006 the Company issued 83,383 private placement restricted common shares for $0.60 per share.
 
On May 15, 2006 the Company issued 315,000 private placement restricted common shares for $0.48 per share.
 
On June 1, 2006 pursuant to Reorganization agreement, the Company issued 2,250,000 restricted common shares for $0.01 par value in exchange for 100% the common stock of Multi-Source Inc.
 
On June 1, 2006 pursuant to Reorganization agreement, the Company issued 750,000 common shares for $0.01 par value in consideration to a company for brokering the Multi-Source Inc. acquisition. These transaction costs have been charged as a reduction of additional paid-in capital.
 
On June 1, 2006 the Company issued 2,275,985 private placement restricted common shares in settlement of certain debts for $0.05 per share.
 
On June 29, 2006 the Company issued 56,642 private placement restricted common shares for $0.16 per share.
 
Subsequent Events
 
On July 6, 2006 the Company issued 117,448 private placement common shares for $0.19 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 (1) our annual report on Form 10-KSB for the year ended September 30, 2005.
 
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 income (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 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 subsidiaries Multi-Source Inc. and PLC Networks Inc. are providers of leading Broadband over PowerLine (BPL) communication technologies. Trimax/MSI/PLC 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 disruptive communications technology that turns the existing ubiquitous 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 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, IPTVs, smart meters (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, which is necessary for other broadband access technologies. This technology has been successfully deployed in over 25 countries around the globe, in hotels, homes, apartments, office towers, schools, hospitals, museums and government buildings.
 
The company and its Broadband over Powerline devices are presently FCC certified. No further research and development is needed in order for the company to be able to sell and market its products. The company has secured individual contracts worldwide including North and South America and anticipates on deploying its devices and bundled services sometime within the calendar year. The company continues to secure additional contracts in 2006 for its devices and bundled services. The Company anticipates and foresees a trend towards the adoption of BPL technology.
 
For the three months ended June 30, 2006, the Company incurred a loss in the amount of $212,517. Most of the expenses incurred for this period were for basic monthly company expenses. Operation costs over the next year will depend on a number of factors, including the manufacturing of its products and devices as well as the cost of marketing research and executing its marketing campaign.
 
Liquidity and Capital Resources
 
The company has raised private placement funds through various investors. The company continues to raise funds through various investors to keep its business operational until it can be financed or self sufficient. The company foresees a trend towards the adoption of Broadband over Powerline (“BPL”) devices and the technology in general which will assist the company in the prospects of being able to attract and procure more revenue generating clients and contracts. During previous quarters the company addressed the issue of the cost disadvantages of its BPL products that were being derived from its previous supplier sources. Although the company has entered into discussions for additional rounds of financings, which are necessary to allow it to fulfill its capital requirements until revenues are received and the company is self sufficient, there can be no assurance that the company will be able to close on any additional funds on terms acceptable to the Company and the potential investor.
 
The Company does not require any further research and development at this time in order to be able to market and sell its products. The Company has raised funds through private investors and requires further financings and/or a joint venture with strategic partners to allow for the financing of equipment, which is required to fulfill contacts, which have being procured. To date the company has raised funds to keep its business operational. This has allowed it to market its products and procure contracts. The availability of future financings will depend on market conditions.
 
Management has funded its operations through private placements and is pursuing other sources of financing.
 
The Company has recently entered into discussions with a high net worth individual who has tentatively committed to invest between $750,000 and $1,500,000 USD. The company has also commenced searching for an investment banker with the intent of raising a secondary and larger round of financing in order for it to fully execute its strategic plan. The Company has entered into relationships with offshore hardware providers that can deliver product at reduced costs. This advantage will allow the company to be more competitive and contribute to increased gross margins.
 
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.


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 alleging damages of $1.25 million. Subsequently, Trimax received a settlement for $100,000 plus applicable taxes and legal fees. This settlement has accepted and the Company is awaiting payment. Although this balance is a legal receivable, the company has taken an allowance against this balance as at June 30, 2006.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
On April 11, 2006 the Company issued 11,627 private placement restricted common shares for $0.43 per share.
 
On April 6, 2006 the Company issued 23,809 private placement restricted common shares for $0.42 per share.
 
On May 8, 2006 the Company issued 83,383 private placement restricted common shares for $0.60 per share.
 
On May 15, 2006 the Company issued 315,000 private placement restricted common shares for $0.48 per share.
 
On June 1, 2006 pursuant to Reorganization agreement, the Company issued 2,250,000 restricted common shares for $0.01 par value in exchange for 100% the common stock of Multi-Source Inc.
 
On June 1, 2006 pursuant to Reorganization agreement, the Company issued 750,000 common shares for $0.01 par value.
 
On June 1, 2006 the Company issued 2,275,985 private placement restricted common shares in settlement of accounts payable for $0.05 per share.
 
On June 29, 2006 the Company issued 56,642 private placement restricted common shares for $0.16 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
 
 
 
 
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.
 
 
 
 
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.
 
 
 
 
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 14, 2006
 
 
 
 
By:
/s/ Robert Vivacqua 
 
 
Name: Robert Vivacqua
 
 
Title: Chief Financial Officer
 
 
 
 
Date: August 14, 2006
 
 
17