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TMXN Trimax Corporation (PK)

0.0014
0.00 (0.00%)
26 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Trimax Corporation (PK) USOTC:TMXN OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.0014 0.0008 0.0015 0.00 21:00:01

Trimax Corp - Amended Quarterly Report of Financial Condition (10QSB/A)

27/05/2008 4:56pm

Edgar (US Regulatory)



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

FORM 10-QSB /A

(Mark One)

[ x ] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2006

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

Commission file number: 000-32479

TRIMAX CORPORATION
(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) 832-9315
(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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 56,709,937 shares of common stock, as of February 11, 2007.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [ x ]



TABLE OF CONTENTS  
     
PART I — FINANCIAL INFORMATION 3
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis 14
Item 3. Controls and Procedures 17
PART II — OTHER INFORMATION 18
Item 1. Legal Proceedings 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits 20

2


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 December 31, 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 /A 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 three month ended December 31, 2006 and for the period August 25, 2000 (inception) to December 31, 2006 are not necessarily indicative of the results that may be expected for the year ended September 30, 2007. 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, 2006.

3


Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
 
CONSOLIDATED BALANCE SHEETS

    December     September  
    31,     30,  
    2006     2006  
             
    (Unaudited)     (Audited)  
ASSETS            
             
CURRENT ASSETS            
         Cash $  437   $  764  
         Prepaid expenses and deposits   117,443     107,027  
         Inventory   24,221     -  
             

                  Total Current Assets

  142,101     107,791  
             
INTANGIBLE ASSETS, net of depreciation   1,385,092     1,463,483  
EQUIPMENT, net of depreciation   16,673     17,654  
Total Long Term Assets   1,401,765     1,481,137  
  $  1,543,866   $  1,588,928  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
             
CURRENT LIABILITIES            
         Bank indebtedness $  20,020   $  20,622  
         Accounts payable   654,711     364,967  
         Long term debt - current portion   56,122     54,528  
         Advances from related parties   545,984     413,603  
             
                   Total Current Liabilities   1,276,837     853,720  
             
LONG TERM LIABILITIES            
         Long term debt   94,455     98,496  
             

                  Total Liabilities

  1,371,292     952,216  
STOCKHOLDERS’ EQUITY            
         Common stock   35,041     32,291  
         Additional paid-in capital   11,560,121     11,311,180  
         Accumulated other comprehensive loss   (620 )   (23,288 )
         Deficit accumulated during the development stage   (11,421,968 )   (10,683,471 )
             
    172,574     636,712  
             
$ 1,543,866   $  1,588,928  

See accompanying notes to consolidated financial statements.

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Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF OPERATIONS

                Period  
    Three Months Ended     August 25,  
    December 31,     2000  
                ( Date of  
                Inception)  
                to  
                December  
    2006     2005     31, 2006  
    (Unaudited)      (Unaudited)       (Unaudited)     
                   
EXPENSES                  
         License fees $  -     21,484   $  64,953  
         Financial   4,613     164     100,005  
         Depreciation on tangible assets   1,345     1,590     33,446  
         Depreciation of intangible assets   78,391     -     182,917  
         Consultants and subcontractors   524,317     21,587     7,003,631  
         General and administrative   129,831     74,075     3,937,348  
                   
NET LOSS   738,497     118,900     11,322,300  
FOREIGN CURRENCY TRANSLATION ADJUSTMENT   22,668     7,725     45,956  
COMPREHENSIVE LOSS   761,165     126,625     11,368,256  
NET LOSS PER COMMON SHARE - (Basic and diluted) $  (0.02 ) $ (0.00 )      
                   
WEIGHTED AVERAGE COMMON SHARES                  
   OUTSTANDING   33,913,616     25,389,600        

See accompanying notes to consolidated financial statements.

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Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS

                Period  
    Three Months Ended     August 25,  
    December 31     2000  
                (Date of  
                Inception)  
                to December  
    2006     2005     31, 2006  
    (Unaudited)       (Unaudited)       (Unaudited)    
CASH FLOWS FROM OPERATING ACTIVITIES                  
   Net loss $  (738,497 ) $ (118,900 $  (11,322,300
Adjustments to reconcile net loss to net cash provided by                  
operating activities:                  
         Depreciation and amortization   79,736     1,590     216,363  
         Cancellation of common stock   -     -     (16,000 )
         Common stock issued for debt   -     -     113,799  
         Common stock issued in settlement of legal claim   -     -     59,408  
         Accounts payable forgiven   -     (10,171 )   (10,171 )
         Issuance of common stock for services   100,000     6,500     6,569,576  
         Common stock issued for salaries   -     -     986,500  
         Write-off of salaries payable   -     -     (111,355 )
         Write-off of director’s compensation   -     -     (200,000 )
                   
          Changes in operating assets and liabilities:   -     -     -  
         Stock subscriptions receivable   -     (21,900 )   -  
         Prepaid expenses   (10,416 )   (319 )   (107,245 )
         Inventory   (24,221 )         (24,221 )
         Prepaid license fees   -     18,234     -  
         Accounts payable and accrued liabilities   292,094     (9,828 )   1,755,381  
                             Net Cash Used in Operating Activities   (301,304 )   (102,723 )   (2,090,265 )
                   
CASH FLOWS FROM INVESTING ACTIVITIES                  
   Acquisition of Multi-Source Inc.   -     -     14,016  
   Purchases of property and equipment   (1,010 )   (22,670 )   (54,382 )
                             Net Cash Used in Investing Activities   (1,010 )   (22,670 )   (40,366 )
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
Advances from related parties   132,381     (22,124 )   402,261  
   Loans payable   -     -     626,123  
   (Repayment) Proceeds from bank indebtedness   (602 )         706  
   (Repayment) Proceeds from long-term debt   (2,447 )         (370 )
   Common stock to be issued   -     94,960     173,555  
   Proceeds from issuance of stock   152,750     36,071     883,398  
                             Net Cash Provided by Financing Activities   282,082     108,907     2,085,673  
EFFECT OF FOREIGN CURRENCY TRANSLATION   19,905     2,366     45,722  
NET (DECREASE) INCREASE IN CASH   327     (14,120 )   764  
CASH BEGINNING OF PERIOD   437     19,855     -  
CASH END OF PERIOD $  764   $ 5,735   $ 764  

See accompanying notes to consolidated financial statements.

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Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
 
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

                Period  
    Three Months Ended     August 25,  
    December 31,     2000  
                (Date of  
                Inception)  
                to December  
    2006     2005     31, 2006  
    (Unaudited)           (Unaudited)  
Supplemental Disclosure of Cash Flows Information:                  
         Interest paid $  4,613   $     $  42,483  
         Shares issued (cancelled) to settle debt and accounts payable 100,000 (617,985 ) (404,186 )
         Issuance of common stock to acquire Multi-Source $  -   $  -   $  1,147,500  

See accompanying notes to consolidated financial statements.

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Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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 for $107,000 plus applicable taxes and legal fees, which it has accepted. Subsequent to the quarter ended December 31, 2006 the company received $25,000 from Electrolinks Corporation.

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.

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Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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.

9


Long-Term Debt

    December     December  
    31,     31,  
    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. $  30,400   $  -  
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   120,177     -  
    150,577     -  
Less current portion   56,122     -  
Long-term debt $  94,455   $  -  
             
Approximate principal repayments required by the long term debt are as follows:        
             
Year            
2007         37,548  
2008         27,998  
2009         27,998  
2010         19,769  
2011 and thereafter         37,264  
        $  150,577  

10


Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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 of the closing.

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   $  181,683   $  1,375,644  

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Table of Contents

TRIMAX CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006

Deposits toward Acquisition

3One Networks Inc.

Trimax is purchasing the 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 HSIA services to these hotels, motels and resorts. The purchase price was $220,230 CDN. Trimax has paid initial deposits and payments totaling $94,600 USD. The company has halted further payments while in negotiations with 3One for possible mutually beneficial changes in its relationship on a going forward basis. Therefore, remaining, 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 of September 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, technology, IP applications and broadband provisioning to these hotel sites.

Recent Accounting Pronouncements

In March 2005, the FASB issued FIN No. 47, Accounting for Conditional Assets Retirement Obligations—An Interpretation of FASB Statement No. 143 . FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. The adoption of FIN No. 47 did not have a material impact on the financial position or results of operations of the Company.

In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, which changes the requirements for the accounting for and reporting of voluntary changes in accounting principle . SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principles, unless impracticable. SFAS 154 supersedes Accounting Principles Board Opinion No. 20, Accounting Change (APB 20), which previously required that most voluntary changes in accounting principle be recognized by including in the current period’s net income the cumulative effect of changing to the new accounting principle. SFAS 154 also makes a distinction between retrospective application of an accounting principle and the restatement of financial statements to reflect correction of an error. SFAS 154 carries forward without changing the guidance contained in APB 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS 154 applies to voluntary changes in accounting principle that are made in fiscal years beginning after 15 December 2005. Management does not expect that the adoption of SFAS 154 will have a significant impact on the financial condition or results of operations.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments , which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities . SFAS 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. The statement also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. SFAS 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement event occurring in fiscal years beginning after 15 September 2006. Management does not expect that the adoption of SFAS 155 will have a significant impact on the financial condition or results of operations.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets-an amendment to FASB Statement No. 140 . SFAS 156 requires that all separately recognized servicing rights be initially measured at fair value, if practicable. In addition, this statement permits an entity to choose between two measurement methods (amortization method or fair value measurement method) for each class of separately recognized servicing assets and liabilities. This new accounting standard is effective 1 January, 2007. Management does not expect that the adoption of SFAS 156 will have a significant impact on the financial condition or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements , which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective in fiscal years beginning after 15 November 2007. Management is currently evaluating the impact that the adoption of this statement may have on the Company’s consolidated financial position and results of operations.

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Table of Contents

TRIMAX CORPORATION
Formerly Kiwi Network Solutions Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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. In October of 2006 the company signed an amendment to the convertible financing agreement which encompasses pricing changes and more flexible terms to Trimax. On 10 October 2006 the Company drew down $150,000 of the available loan under the terms of the supplementary and amending agreement to the convertible debenture. This draw down was simultaneously used as proceeds for the issuance of 750,000 restricted common shares and warrants for an additional 750,000 common shares exercisable at $0.20.

Capital Stock

On 19 October 2006 the Company's Board of Directors approved the issuance of 750,000 restricted common shares in exchange for a draw down payment of $150,000 from the convertible debenture described above. These shares were issued as a result of an amending agreement in October 2006 to the convertible debenture agreement which outlined the simultaneous issuance of 750,000 restricted common shares and warrants for an additional 750,000 common shares exercisable at $0.20 upon making the first draw down payment from the convertible debenture to the Company.

On November 16, 2006 the Company's Board of Directors approved the issuance of 2,000,000 private placement restricted common shares in exchange for $100,000 of services provided to the Company or $0.05 per share.

Subsequent Events

On January 22, 2007 the Company issued 1,369,286 common shares in exchange for consulting services rendered under consulting agreements, pursuant to the Director and Officer Stock Performance Plan. These shares were issued pursuant to a Form S-8 registration statement.

On January 24, 2007 the Company issued 10,000,000 restricted common shares to the officers of the company for accrued wages totalling $200,000 or $0.02 per share.

On January 27, 2007 the Company issued 8,300,000 restricted common shares in settlement of accounts payable of $148,400 or $0.02 per share.

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Table of Contents

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, 2006.

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.

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Plan of Operations

Trimax and its wholly owned subsidiaries Multi-Source Inc. and PLC Network Solutions Inc. are providers of BPL communication technologies. Trimax 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 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 at a speed substantially faster than conventional DSL or cable. 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, 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 around the globe, in hotels, homes, apartments, office towers, schools, hospitals, museums and government buildings.

The Company and its BPL devices are presently Federal Communications Commission (“FCC”) certified. No further research and development is needed in order for the Company to be able to sell and market its products. In 2006, the Company has completed pilot projects, deployed test equipment begun negotiations of contracts worldwide including North and South America, Africa, India, Pakistan, and Saudi Arabia, and anticipates an increase in interest for deployment of its devices and bundled services in the 2007 calendar year. The Company anticipates securing some noteworthy contracts in fiscal 2007 for its devices and bundled services in emerging markets through its subsidiaries MSI and PLC. The Company anticipates and foresees a significant trend towards the adoption of BPL technology worldwide.

For the three month period ended December 31, 2006, the Company incurred a loss in the amount of $738,797. Most of the expenses incurred during this period were for basic monthly Company expenses including marketing and technological expenses. These expenditures were principally due to research and development costs related to the development of marketing strategies, costs associated with deploying test pilots for potential customers and clients within various markets around the around. Also included are salary and travel costs related to increased sales and marketing functions. Operation costs over the next year will depend on a number of factors, including the costs attributed to the various products acquired from third party suppliers, as well as the cost of marketing research and executing its marketing campaign. Fifty percent of the budgeted expenditures over the next year are budgeted for the finalization and deployment of its South American contracts. The remaining fifty percent are budgeted toward the procurement and deployment of the residential and commercial clients based in North America and various other parts of the world. These expenditures are expected to be financed mainly through its convertible debenture agreement and various private placements.

Liquidity and Capital Resources

Since the consummation of the merger between Trimax and PLC Network Solutions Inc. the Company has raised funds through its convertible debenture, and private placement funds through various investors. The Company continues to raise funds through its convertible debenture and various small individual investors to keep its business operational until it can be self sufficient. The Company foresees a trend towards the adoption of BPL devices and the technology in general, which will assist the Company in the prospects of being able to attract and procure revenue generating clients and contracts. Although the Company anticipates to raise the finances necessary to allow it to fulfill its needs until revenues are received and the company is self sufficient, there can be no assurance that any additional funds will be available on terms acceptable to the Company at all.

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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. No material commitments for capital expenditures were made during the three month period ended December 31, 2006.

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; however the company feels that it can draw down on funds through a previously executed convertible debenture agreement executed on May 15, 2006. This commitment is non binding; therefore, there can be no assurances that any additional funds will be available on terms acceptable to the Company at all. The agreement is with a private accredited group of investors. The total commitment including warrants of $3,000,000 is available to be drawn down up to tranches of $300,000 at Trimax's option. The loans mature on May 14, 2009 and 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 exercisable for one common share at $1.25 until May 14, 2009. In October 2006 the Company and the investors agreed to allow the Company to draw down $150,000 of the available funds in two increments. The Company drew on the $150,000 and expects to draw on further funds in the second quarter of 2007.

The Company does not require any further research and development at this time in order to be able to market and sell its products, although the Company requires financing and/or joint ventures with strategic partners to allow for the fulfillment of any orders that have been secured. To date the Company has raised funds to keep its business operational and to allow it to market its products and procure contracts. The availability of future financings will depend on market conditions.

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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.

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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.

Four weaknesses in our internal controls were identified during the completion of our year end September 30, 2006 and detailed in our form 10KSB disclosure for the year ended September 30, 2006. The four weaknesses were resolved by the implementations and changes disclosed in the 10KSB.

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 for fraud and fraudulent misrepresentation 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. Subsequent to year end the company received $25,000 from Electrolinks Corporation. Although the remaining balance is a legal receivable, the company has taken an allowance against this balance as at December 31, 2006.

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 exceeding $50,000. The Company has been in negotiations and both parties have agreed to settle the matter for $120,000 USD in total to be paid out over an eight month period. The first payment is expected to be remitted commencing March of 2007. The Company has accrued this amount in these financial statements.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On 19 October 2006 the Company's Board of Directors approved the issuance of 750,000 restricted common shares in exchange for a draw down payment of $150,000 from the convertible debenture described above. These shares were issued as a result of an amending agreement in October 2006 to the convertible debenture agreement which outlined the simultaneous issuance of 750,000 restricted common shares and warrants for an additional 750,000 common shares exercisable at $0.20 upon making the first draw down payment from the convertible debenture to the Company.

On November 16, 2006 the Company's Board of Directors approved the issuance of 2,000,000 private placement restricted common shares in exchange for $100,000 of services provided to the Company or $0.05 per share.

On January 24, 2007 the Company issued 10,000,000 restricted common shares to the officers of the company for accrued wages totalling $200,000 or $0.02 per share.

On January 27, 2007 the Company issued 8,300,000 restricted common shares in settlement of accounts payable of $148,400 or $0.02 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.

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Item 6. Exhibits

The following exhibits are being filed as part of this quarterly report:

Exhibit No. Description
   
31.1
 
32.1

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.

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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/ Robert Vivacqua
    Name: Robert Vivacqua
    Title: President, Principal Executive Officer, Principal Financial Officer) and Director
     
  Date: May 22, 2008

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