UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section
13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date
of earliest event reported): June 4, 2012
Trimax Corp
(Exact name of registrant as specified in its
charter)
Nevada |
000-32479 |
76-0616468 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1007 N Federal Hwy
#275 Ft Lauderdale, FL 33304
(Address of Principal Executive Officers) (Zip
Code)
Registrant's telephone
number, including area code: 302-261-3660
________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Cautionary Notice
Regarding Forward-Looking Statements
This Current Report on Form 8-K (“Form
8-K”) and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively
the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s
management. When used in the filings the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate
to the Registrant or the Registrant’s management identify forward-looking statements. Such statements reflect the current
view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including
the risks contained in the section of this report entitled “Risk Factors”) relating to the Registrant’s industry,
the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or planned.
Although the Registrant believes that
the expectations reflected in the forward-looking statements are reasonable, the Registrant cannot guarantee future results, levels
of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,
the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The
following discussion should be read in conjunction with the Registrant’s financial statements and pro forma financial statements
and the related notes filed with this Form 8-K.
Unless
otherwise indicated, in this Form 8-K, references to “we,” “our,” “us,” “TMXN,”
the “Company” or the “Registrant” refer to Trimax Corporation., a Nevada corporation and its wholly owned
subsidiaries 1719702 Ont. Inc. an Ontario Canada corporation doing business as Bayern Industries , Trimax Yachts, Magellan
1 Import and Export
1.01 Entry
into a Material Definitive Agreement
Company entered in an agreement July 2012 to provide agro commerce
and time share. Company entered into an agreement to provide white label custom made yachts with a China boat manufacturer in
September 2014. In November 2014 company entered in an agreement to import and export fresh water watercraft from N America to
EU market.
1.02 Termination
of a Material Definitive Agreement
In July 2012 Company abandoned its mining and energy explorations
to nil.
2.01 Completion of Acquisition
or Disposition of Assets
Effective July 2012 all assets on mining and all rights written
down to nil.
On June 27 2012 (the “Closing Date”), Trimax Corp.,
a Nevada corporation, closed a voluntary share exchange transaction pursuant to a Share Exchange Agreement agreed to between the
parties on February 15, 2013 (the “Exchange Agreement”) by and among The Company ex CEO and Director Gordon Lee , and
as the representative for stockholders of Zeibright Property, California.
In accordance with the terms
of the Exchange and Purchase Agreement, on the Closing Date, we recovered a total of 35,000,000 shares of common stock out of
90,000,000 issued by the Company and 10,000,000 shares of preferred convertible stock with 10,000-1 super voting rights of the
Selling Stockholders in exchange for payment of $100,000.00.
New Trimax management and Board of Directors wrote down the mining
venture assets to nil.
On June 4 2012 we secured a line of credit through EMRY GROUP Corp
for $3,500,000.00 through a series of convertible promissory notes, and a pledge of the recovered 35,000,000 shares as security for
the loan. The purpose of the loan is to seek out suitable merger candidates and recalibrate Trimax into a new direction of timeshare
yacht and watercraft sales, timeshare of real estate agro business commerce and import and export of watercrafts from N America
to the EU market. The loan bears interest at the rate of 10% per annum, payable monthly.
On July
11 2012 we acquired 100% of the issued and outstanding capital stock of 1719702 Ont. Inc. (171) an Ontario
Canada corporation doing business as Bayern Industries , Trimax Yachts, Magellan 1 Import and Export . As
a result of the Transaction, the Selling Stockholders received an undertaking from Trimax that they will be
issued 350,000,000 shares of Trimax common stock within 30 months of the closing date or as soon as 171 can fulfill the
majority of the benchmark threshold tasks as agreed upon between Trimax management and 171.
On March 3, 2015 Trimax Board Members reviewed
the progress of 171 and a decision was made that in fact 171 did meet and surpass the threshold levels agreed upon back in July
2012. A Board Members vote was held to increase Trimax share structure from 120,000,000 million authorized shares to 500,000,000
The majority of the share increase or 350,000,000 will be used to settle the undertaking of the merger between 171 and Trimax.
Notwithstanding that no stock was issued
to 171 since July 2012, 171 became our wholly-owned subsidiary, and has assisted both us and themselves with the acquired business
and operations, with integration infrastructure resource sharing and transformation of Trimax from a resource based company to
a tourism and agro commerce company.
Prior to the Transaction, we were a public reporting company. Trimax
is not a “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules
and regulations promulgated thereunder (“Exchange Act”). Accordingly, pursuant to the requirements of Item
2.01(f) of Form 8-K, set forth below is the information that would be required if the Registrant were filing a general form for
registration of securities on Form 10 under the Exchange Act, for the Registrant’s common stock, which is the only class
of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of
the Transaction.
The following description of the terms and conditions of the Exchange
Agreement and the transactions contemplated thereunder that are material to the Registrant does not purport to be complete and
is qualified in its entirety by reference to the full text of the Exchange Agreement, Option Agreement, as amended and the Assignment
Agreement, copies of which are filed with this Current Report on Form 8-K and incorporated by reference into this Item 2.01.
From and after the Closing Date, our primary operations consist
of the business and operations of 171. In the Transaction, or reverse acquisition, the Registrant is the accounting
acquiree and 171 is the accounting acquirer. The financial statements subsequent to the date of the Transaction are
presented as a continuation of 171. Accordingly, we are presenting the financial statements of 171 as set forth
in Exhibit 99.1 and certain pro forma financial information as set forth in Exhibit 99.2 of this Current Report on Form 8-K. Further,
we disclose information about the business, financial condition, and management of 171 in this Current Report on Form 8-K.
2.02 Results of Operations and
Financial Condition
Development Stage Company
DESCRIPTION OF BUSINESS
Overview
Trimax Yachts is a joint venture of
large yacht manufacturing companies. We are mainly engaged in the design of yacht, yacht parts, sales and after-sales service.
Trimax Yachts employs the most technically advanced and professional design and manufacturing team. We provide customized solution
to develop personalized yachts with inclusion of repair from seaman to captain, daily maintenance.
Trimax yacht company production
facility covers an area of 300 acres, has a ling and wide plant, two room thermostat, includes room paint workshop and other hardware
facilities. We employ imported CNC machine tools from Japan and a have full set of metal processing workshop. We have more than
five years of yacht exporting experience. Our yachts were exported to Australia, Norway, USA, Germany and many other countries.
We employ technical team from Taiwan, Malaysia, USA and uses perfect technology for production. Our expert team stays in direct
contact with existing customers.
In summary these are exclusive luxury
yachts being assembled in China by a manufacturer with over 300 employees and a $30 million dollar facility. Trimax Yachts will
be offered in the USA CANADA and EU marketplace under the brand name Trimax Yachts. TMXN plans to offer 30 to 100 foot yachts under
following brand names:
Trimax Corp Inc. is dedicated to
becoming a reputable yacht manufacturer and sales company in Spain (and EU generally), Miami and Canada. Our strong
business ethics, experience, enthusiasm, and professional culture will ensure our continues growth in revenues, profit and
wealth generation for all stakeholders.
Trimax Yachts’s mission is to
provide customers with uncompromising service and support for all of their boat/yacht purchasing needs.
Trimax China built yachts will be offered
in the USA CANADA and EU marketplace under the brand name Trimax Yachts. TMXN plans to offer 30 to 100 foot yachts on those markets
and it’s objective is to become the leading Yacht manufacturer and sales company in the mentioned markets with a big share
of the market.
TIME SHARE YACHTS AND WATERCRAFTS
All business and operational matters
are done through the Canadian company (Operating Subsidiary) 171 Canada is a Canadian based, value added water craft development
(VAD) company.
Timeshare ownership is a business concept
that has been around for a long time. It is a method of ownership where several people can own a share in an expensive asset,
such as a watercraft. Owners (Investors) choose a timeshare approach to investment, when they do not want to spend the amount
of money required to own the entire asset. Also, the owners do not want all of the risk or hassle, which accompanies ownership
of the entire asset. 171 has pioneered the use of timeshare ownership applied to a specific class of asset, the luxury watercraft
and the luxury villas real estate market.
For the watercrafts timeshare ownership we offer Canada’s first timeshare watercraft
experience. The ultimate experience for boat and watercraft timeshare ownership in South Central Ontario communities! Our watercrafts
are less than 45 feet in length. They are within the financial reach of an ordinary consumer and an ordinary type vacationer.
Timeshare ownership splits the cost of purchasing the asset and managing the asset across a set of owners. Because an independent
professional handles management, the timeshare owners are free to enjoy themselves and be removed from the management responsibilities.
Each owner is free to use his/her share of the asset according to the terms of the purchase. 171 applied the timeshare ownership
concept to luxury watercrafts because most watercraft owners only use their watercraft several weeks a year and the costs to acquire
and maintain a watercraft are immense. Under the 171 Program, Timeshare ownership is perfect for watercraft owners who want the
watercraft experience with no hassles and no waste of their hard earned capital. We have owners in the 171 Program who own 10%
of a watercraft through to 70%. Many purchase 10% of a watercraft for their personal use and another 10% for business use including
entertaining, corporate retreats, chartering, and hosting clients.
To compare the two options we can use
the following table based on a $75,000 30’ - 35’ boat:
Five-year cost advantage of purchasing
a 171 share compared to sole ownership can be as high as $15,000
For 2015 season we are offering timeshare
ownership of our 48 foot Fairmount . The yacht sails from the island of Ibiza only in 2015. Starting in 2016 the Fairmount will
sail from Dania Spain.
For the 2016 season Trimax will offer
a Azimut 48 Fly bridge. The Azimut will sail from Ibiza Spain.
2.05 Costs
Associated with Exit or Disposal Activities
The Company incurred costs
in the amount of $400,000.
3.02 Unregistered
Sales of Equity Securities
EMRY Group Inc. 35,000,000 shares
3.03 Material
Modification to Rights of Security Holders
35,000,000 shares non Dilatable
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Non audited 2010 statements and subsequent
voluntary filings may require restatement or deregistration.
5.01 Changes
in Control of Registrant
July 2012 resignation of Gordon Lee
and all Directors and Officers Appointment Michael Arnkvarn CEO Zoran Cvetojevic Chairman
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On April 13, 2013, Mr. David
Solomon was appointed to the Board of Directors, however, on May 9, 2013 due to the untimely and sudden passing away of David
Solomon, the board held a vote to remove Mr. David Solomon as a Board of Director and an officer.
Effective May 9, 2013, Trimax Corporation
accepted the interim appointment of Mr. Zoran Cvetojevic as the Company’s Secretary, Officer and Director.
There are no family relationships between
any of the new officers and directors.
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
The
Company authorized 10,000 shares of Convertible Class A preferred shares. Convertible
1-10,000 to Common shares. 10,000 common to 1 Class A preferred share super voting rights.
8.01 Other
Events
Address of business
Trimax maintains 2 offices. Canada (fresh water timeshare watercraft
sales) and Spain (salt water timeshare yacht sales)
1 Hobin Street
Stittsville, ONT K2S 1B2
Canada
Avenida Lepanto 37 Bajo
Dch
Unidad # 14
Benitachell, Alicante
03726
Spain
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Trimax Corp |
|
|
|
By: |
/s/ Zoran Cvetojevic |
|
|
Zoran Cvetojevic
Chairman |
Dated
March 18, 2015
Trimax (PK) (USOTC:TMXN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Trimax (PK) (USOTC:TMXN)
Historical Stock Chart
From Jul 2023 to Jul 2024