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EX-32 - EXHIBIT 32 - XINDA INTERNATIONAL CORP.trimax10k15ex32.htm
EX-31 - EXHIBIT 31 - XINDA INTERNATIONAL CORP.trimax10k15ex31.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-K


[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015


OR


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

     

For the transition period from     to   


Commission file number: 333-133961

  

Trimax Consulting, Inc.

 (Exact name of registrant as specified in its charter)


Nevada

 

37-1758469

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


9190 W. Olympic Blvd, #324

 

 

Beverly Hills, CA 90212

 

(855) 777-5666

(Address of Principal Executive Offices)

 

(Registrant's telephone number)


Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.  

[ ] Yes  [x] No


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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.406 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ] No [X]




1






Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   [x] Yes  [ ] No


Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [x]


Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer [ ]

 

Accelerated filer                     [ ]

Non-accelerated filer   [ ]

 

Smaller reporting company   [x]


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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately $96.


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of March 30, 2016 was 25,957,500 shares.


No documents are incorporated into the text by reference.




2






Table of Contents


 

 

Page

PART I

 

4

Item 1.  Business

 

4

  Item 1A.  Risk Factors

 

6

Item 2.  Properties

 

7

Item 3.  Legal Proceedings

 

7

Item 4.  Mine Safety Disclosures

 

7

 

 

 

PART II

 

8

Item 5.  Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

8

Item 6.  Selected Financial Data

 

8

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

8

  Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

 

10

Item 8.  Financial Statements and Supplementary Data

 

11

Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

 

24

  Item 9A.  Controls and Procedures

 

24

  Item 9B.  Other Information

 

25

 

 

 

PART III

 

26

Item 10.  Directors and Executive Officers, Promoters, Control Persons, and Corporate Governance

 

26

Item 11.  Executive Compensation

 

27

Item 12.  Security Ownership of Certain Beneficial Owners and Management

 

27

Item 13.  Certain Relationships and Related Transactions, and Director Independence

 

28

Item 14.  Principal Accountant Fees and Services

 

28

 

 

 

PART IV

 

30

Item 15.  Exhibits, Financial Statement Schedules

 

30

Signatures

 

32




3





PART I


ITEM 1.  BUSINESS


OVERVIEW

 

Trimax Consulting, Inc., a Nevada corporation (the Company), incorporated May 19, 2014. The Company is principally engaged in the business of marketing an array of property tax lien services including (a) identifying property tax lien auctions and property tax liens for sale; (b) providing valuation services with regards to real property subject to property tax liens; and (c) providing consultative and advisory services to property tax lien investors in regards to purchasing property tax liens, servicing property tax liens and adjudicating property tax liens.

 

BUSINESS STRATEGY

 

The company was incorporated on May 19, 2014 in the state of Nevada. Since inception, Our Chief Executive Officer has focused on identifying property tax liens for sale and providing a valuation of the underlying properties to determine profit opportunities. The Company has entered into an agreement with one party, Innovation Consulting Worldwide, LLC to provide our services to the company. Our Chief Executive Officer has likewise been actively engaged in servicing that contract by providing Innovation with information regarding future property tax auctions and by further identifying particular properties that may present a sizable profit opportunity for Innovation

 

Services

 

The Company is principally engaged in the business of marketing an array of property tax lien services including (a) identifying property tax lien auctions and property tax liens for sale; (b) providing valuation services with regards to real property subject to property tax liens; and (c) providing consultative and advisory services to property tax lien investors in regards to purchasing property tax liens, servicing property tax liens and adjudicating property tax liens.

 

Revenues

 

The Company offers its services on a flat monthly fee basis, typically between $1,500 and $3,000 per month. Each engagement at such amount will obligate us to identify up to fifty tax certificate and tax lien investment opportunities to our client.

 

Marketing Program & Advertising

 

The primary objective of the company’s marketing program will be to identify real estate investors as well as individuals seeking a lower cost entrance into the real estate investment industry. Our primary marketing efforts include:

 



4





-

utilizing viral marketing, the practice of getting consumers to refer friends to the site through e-mail or word of mouth.  The Company will aggressively trigger viral marketing through strategic campaigns which may include posting on blogs and online communities such as Yahoo!® Groups, contests, implementation of features on our website which encourage users to generate an email to a friend, or give aways tied to a viral process.  Other viral techniques under consideration include creating short videos that people can view on our website or on amateur websites such as YouTube.com and e-mail to others to watch, and branded interactive online applications on our website

 

-

developing a search engine optimization or “SEO” campaign.  SEO is the process of improving the volume and quality of traffic to a web site from search engines via “natural” (“organic” or “algorithmic”) search results.  Usually, the earlier a site is presented in the search results, or the higher it “ranks”", the more searchers will visit that site


-

developing a search engine marketing or “SEM” campaign.  SEM is the process of marketing a website via search engines, by purchasing sponsored placement in search results.  For example, a user might go to Google and put in the term “foreclosed” – our strategic purchasing of these keyword search terms will cause our ad to come up.  It might read “Find information of foreclosed properties at www.foreclosurecat.com” and when clicked, it will take the user to our site.

 

-

utilize direct e-mail marketing firms who specialize in our target market via subscriber based lists with detailed criteria obtained by third party research groups.

 

-

entering into affiliate marketing relationships with website providers to increase our access to  Internet  consumers.  Affiliate marketing means that we would place a link to our website or a banner advertisement on the websites of other companies in exchange for placing their link or banner advertisement on our website.  Such marketing increases access to users, because the users of other websites may visit our website as a result of those links or banner advertisements.

 

We expect to rely on SEO, SEM, direct e-mail and affiliate marketing as our primary marketing strategies, with viral marketing as a secondary marketing strategy.

 

Pricing

 

Costs associated with the customer acquisition, retention, continued product development, overhead and management and continued servicing are budgeted individually for each project.  Contingencies are allowed for as deemed necessary.  Each engagement contemplates that we will offer up to fifty tax lien investment opportunities.

 

Business Growth Strategy

 

The Company is principally engaged in the business of marketing an array of property tax lien services including (a) identifying property tax lien auctions and property tax liens for sale; (b) providing valuation services with regards to real property subject to property tax liens; and (c) providing consultative and advisory services to property tax lien investors in regards to purchasing property tax liens, servicing property tax liens and adjudicating property tax liens.



5






The Company intends to offer our services through our current officer and by retaining, when feasible, highly skilled real estate professionals. Although, we have limited competition in the tax certificate and tax lien consulting industry. Our competitors are in the realtor services industry include franchisees of Century 21, Prudential, GMAC Real Estate, and RE/MAX insomuch that they are the largest source of all real estate investment opportunities.  All of these companies may have greater financial resources than we do, including greater marketing and technology budgets.  We also compete with smaller regional and local realtor companies and independent realtors.

 

Realtors compete for business primarily on the basis of services offered, reputation, personal contacts, and realtor commission.  We may have to reduce the fees we charge our clients to be competitive with those charged by competitors, which may accelerate if market conditions deteriorate.  The company’s strategy is to leverage broad geographic reach, long-term client relationships, and full-range and service offerings to become a larger, more robust real estate services firm.  The company’s growth plan is focused on the achievement of four primary objectives:


-

Hire and retain highly qualified, experienced third party associates.  We believe our highly qualified, experienced third party associates will provide us with a distinct competitive advantage.  Therefore, one of our priorities is to attract and retain high-caliber real estate sales professionals.  We believe we will attract and retain qualified professionals by providing attractive sales commission arrangements

 

-

Leverage existing real estate industry relationships.  We will emphasize a relationship-oriented approach to business rather than a transaction-oriented or assignment-oriented approach.  We believe the real estate professional services experience of our associates will enable us to understand the needs of our clients and to deliver an integrated, relationship-oriented approach to meeting their needs, while offering many of these individuals a new real estate investment opportunity that they may not otherwise be familiar or experienced with

 

-

Offer robust information services.  Our anticipated approach is to identify, attract and obtain new customers by offering a comprehensive tax lien information platform.  The company’s computer systems will be designed to deliver an array of tax lien investment data relevant to the customer’s investment profile with minimal time and effort  

 

-

Build the Trimax brand as the premier provider of tax lien consulting services. Our primary means of building our brand is by consistently providing high quality, value-added services to our clients.  In addition, we will have ongoing marketing efforts that will reinforce the our brand


ITEM 1A.  RISK FACTORS


Not applicable to smaller reporting companies.




6





ITEM 2.  PROPERTIES


Our current corporate offices are located at 9190 W. Olympic Blvd., #324, Beverly Hills, CA 90212.  Our telephone number is (855) 777-5666.  These offices are provided free of charge by Oeshadebie Toelaram-Waterford, our Chief Executive Officer.  Ms. Toelaram-Waterford personally leased the office space and currently offers the space to the Company as its corporate office free of charge.


ITEM 3.   LEGAL PROCEEDINGS.


The registrant is aware of no pending or threatened litigation.  


ITEM 4.   MINE SAFETY DISCLOSURES


Not applicable.




7





PART II


ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


    Item 5(a)


a)  Market Information.  Not applicable.


b)  Holders.  At March 30, 2016, there were approximately 22 shareholders of the registrant.


c)  Dividends.  Holders of the registrant's common stock are entitled to receive such dividends as may be declared by its board of directors.  No dividends on the registrant’s common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future.


d)  Securities authorized for issuance under equity compensation plans.  No securities are authorized for issuance by the registrant under equity compensation plans.


e)  Performance graph.  Not applicable.


f)  Sale of unregistered securities.  None.


    Item 5(b)  Use of Proceeds.  Not applicable.


    Item 5(c)  Purchases of Equity Securities by the issuer and affiliated purchasers.  None.


ITEM 6.  SELECTED FINANCIAL DATA.


Not applicable to a smaller reporting company.


ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Trends and Uncertainties

Demand for the registrant's products are dependent on general economic conditions, which are cyclical in nature. Because a major portion of our activities are the receipt of revenues from our services and products, our business operations may be adversely affected by competitors and prolonged recessionary periods.

 

There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short term or long term liquidity. Sources of liquidity will come from the sale of our products and services. There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant



8





elements of income or loss that do not arise from the registrant’s continuing operations. There are no other known causes for any material changes from period to period in one or more line items of our financial statements.

 

We currently have operations planned through December 31, 2016.


Capital and Sources of Liquidity.


We have $21,190 in cash and cash equivalents as of December 31, 2015.  We believe that our cash on hand and cash generated from operations will be sufficient to conduct operations through December 31, 2016.


For the year ended December 31, 2015, we had net income of $788.  We had an increase in tax liens of $1,248, an increase in accrued expenses of $500, and a decrease in deferred revenue of $1,000.  As a result, we had net cash used in operating activities of $960 for the year ended December 31, 2015.


For the period from May 19, 2014 (inception) through December 31, 2014, we had a net loss of $3,213.  We had an increase in accrued expenses of $4,213 and an increase in deferred revenue of $1,000.  As a result, we had net cash provided by operating activities of $2,000 for the period.


For the period from May 19, 2014 (inception) through December 31, 2015, we did not pursue any investing activities.


For the year ended December 31, 2015, we received $19,150 from the issuance of common stock.  We repaid a related party loan of $4,000, resulting in net cash provided by financing activities of $15,150 for the period.


For the period from May 19, 2014 (inception) through December 31, 2014, we received $500 from the issuance of common stock.  We received $4,500 as proceeds from related party loans, resulting in net cash provided by financing activities of $5,000 for the period.


Results of Operations


For the year ended December 31, 2015, we recognized revenues of $11,017.  We paid operating expenses of $10,229, resulting in a net income from operations of $788.  


Comparatively, for the period from May 19, 2014 (inception) to December 31, 2014, we recognized revenues of $4,500.  We paid operating expenses of $7,714, resulting in a net loss from operations of $3,213.


The $4,001 difference between the net loss for the year ended December 31, 2015 and the period ended December 31, 2014 is a direct result of the extra expenses that are incurred in starting a business, combined with the reduced revenue that comes as part of being a start-up business.  We cannot guarantee that we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resource and possible cost overruns due to price and cost increases in products.



9






Off-Balance Sheet Arrangements


The registrant had no material off-balance sheet arrangements as of December 31, 2015.


Contractual Obligations


The registrant has no material contractual obligations


New Accounting Pronouncements


The registrant has adopted all recently issued accounting pronouncements.  


ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk.


The registrant does not have any significant market risk exposures.




10





ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Trimax Consulting, Inc.

Index to

Financial Statements


 

 

 

 

 

Page

Reports of Independent Registered Public Accounting Firm

 

12

 

 

 

Audited Balance Sheets of December 31, 2015 and 2014

 

13

 

 

 

Audited Statements of Operations for the Year Ended December 31, 2015 and for the period from May 19, 2014 (date of inception) through December 31, 2014

 

14

 

 

 

Audited Statement of Shareholders' Equity

 

15

 

 

 

Audited Statements of Cash Flows for the Years Ended December 31, 2015 and for the period from May 19, 2014 (date of inception) through December 31, 2014

 

16

 

 

 

Notes to Financial Statements

 

17





11





Scrudato & Co., PA

CERTIFIED PUBLIC ACCOUNTING FIRM




Report of Independent Registered Public Accounting Firm



Board of Directors and Stockholders

Trimax Consulting, Inc.


We have audited the accompanying balance sheets of Trimax Consulting, Inc. (“the Company”) as of December 31, 2015 and 2014 and the related statements of operations, stockholder’s equity, and cash flows for the year ended December 31, 2015 and for the period May 19, 2014(inception) through December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trimax Consulting, Inc. as of December 31, 2015 and 2014 and for the year ended December 31, 2015 and for period May 19, 2014(inception) through December 31, 2014, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9, the Company has limited operating history and has incurred losses since inception and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ John Scrudato CPA

Califon, New Jersey


March 1, 2016






                                                                                       7 Valley View Drive Califon, New Jersey 07830

            Registered Public Company Accounting Oversight Board Firm




12





TRIMAX CONSULTING, INC.

Balance Sheets

 (Audited)


 

December 31, 2015

December 31, 2014

Assets

 

 

Current assets

 

  Cash and cash equivalents

$    21,190

$    7,000

  Investment in Real Property Tax Liens

1,248

0

    Total current assets

22,438

7,000

Total assets

$    22,438

$    7,000

 

 

 

Liabilities and Equity (Deficit)

 

 

 

 

 

Current liabilities

 

  Accrued expenses

$     4,713

$    4,213

  Deferred revenue

0

1,000

  Related party officer demand loan

500

4,500

    Total current liabilities

5,213

9,713

 

 

 

Commitments and Contingencies - Note 6

 

 

 

Shareholders' Equity (Deficit)

  Common stock, $0.0001 par value; 50,000,000 shares authorized, 25,957,500 and 25,000,000 issued and outstanding at 12/31/2015 and 12/31/2014, respectively

2,596

2,500

  Additional paid in capital

17,054

(2,000)

  Accumulated deficit

(2,425)

(3,213)

    Total Equity

17,225

(2,713)

Total Liabilities and Equity (Deficit)

$   22,438

$    7,000


The accompanying notes are an integral part of these statements




13





TRIMAX CONSULTING, INC.

Statements of Operations

(Audited)


 

For the year ended December 31, 2015

For the period May 19, 2014 (Inception) to December 31, 2014

Revenues

11,017

4,500

 

 

 

Operating Expenses

10,229

7,713

 

 

 

Net Income (Loss) from Operations

788

(3,213)

 

 

 

Other Income (Expenses)

  Interest Expense

0

0

 

 

 

Net Income (Loss) from Operations before Income Taxes

788

(3,213)

 

 

 

Tax Expense

0

0

 

 

 

Net Income (Loss)

788

(3,213)

 

 

 

Basic and Diluted Loss Per Share

0.0000

(0.0001)

 

 

 

Weighted average number of shares outstanding

25,591,497

25,000,000




The accompanying notes are an integral part of these statements




14





TRIMAX CONSULTING, INC.

Statement of Shareholders' Equity

For the Period May 19, 2014 (Inception) to December 31, 2015

(Audited)


 

Common Stock

Contributed

Accumulated

 

Shares

Amount

Capital

Deficit

Total

 

 

 

 

 

 

Initial Balances May 19, 2014 (Inception)

0

$        0

$         0

$       0

$       0

 

 

 

 

 

 

  Capital stock issuance

25,000,000

2,500

(2,000)

0

500

 

 

 

 

 

 

  Net Income 5/19/2014 to 12/31/2014

0

0

0

(3,213)

(3,213)

 

 

 

 

 

 

Balances December 31, 2014

25,000,000

$ 2,500

$ (2,000)

$(3,213)

$(2,713)

 

 

 

 

 

 

  Sale of common stock

957,500

96

19,054

0

19,150

 

 

 

 

 

 

  Net Income for the period ended 12/31/2015

0

0

0

788

788

 

 

 

 

 

 

Balances December 31, 2015

25,957,500

$ 2,596

$ 17,054

$(2,425)

$17,225



The accompanying notes are an integral part of these statements




15





TRIMAX CONSULTING, INC.

Statements of Cash Flows

(Audited)


 

For the Year Ended December 31, 2015

For the period May 19, 2014 (Inception) to December 31, 2014

 

 

 

Cash flows from operating activities:

  Net income (loss)

$        788

$   (3,213)

  (Increase) decrease in tax liens

(1,248)

0

  Increase (decrease) in accrued expenses

500

4,213

  Increase (decrease) in deferred revenue

(1,000)

1,000

    Net cash used in operating activities

(960)

2,000

 

 

 

Cash flows from investing activities:

    Net cash provided (used) by investing activities

0

0

 

 

 

Cash flows from financing activities:

  Common stock issued

19,150

500

  Proceeds from related party loans

0

4,500

  Repayments to related party loans

(4,000)

0

    Net cash provided (used) by financing activities

15,150

5,000

 

 

 

Increase in cash and equivalents

14,190

7,000

 

 

 

Cash and cash equivalents at beginning of period

7,000

0

 

 

 

Cash and cash equivalents at end of period

$  21,190

$  7,000

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  None

$           0

$         0

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING

  None

$           0

$         0


The accompanying notes are an integral part of these statements




16





TRIMAX CONSULTING, INC.

Notes to Financial Statements

As of December 31, 2015 and 2014


Note 1.     Organization, History and Business

 

Trimax Consulting, Inc. (“the Company”) was incorporated in Nevada on May 19, 2014. The Company was established for the purpose of real estate consulting and the purchasing of Tax Liens


Note 2.     Summary of Significant Accounting Policies

  

Revenue Recognition

 

Revenue is derived from sales of products to distributors and consumers. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts and terms are recorded by contract.

 

Accounts Receivable

 

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

 

Allowance for Doubtful Accounts

 

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

  

Stock Based Compensation

 

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

 



17





The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

 

Loss per Share

 

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.


Cash and Cash Equivalents

 

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.


Concentration of Credit Risk

 

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

  



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Use of Estimates

 

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

 

Business segments


ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of December 31, 2015.


Investment in Real Property Tax Liens – The investments in real property tax liens are accounted for as investments in troubled debt and are carried at cost. Collection of interest, penalties and expense reimbursements is not certain and is recognized upon being realized. The Company has evaluated the collectability of the tax liens and believes the investments are realizable over time as the first position liens are secured by the related real property and the estimated fair value of the real property is in excess of the carrying value of the tax liens and the estimated cost to foreclose and sell the real property. Therefore no impairment was recognized on the tax liens as of December 31, 2015.


Income Taxes

 

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.


Emerging growth Company


We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.


Recent Accounting Pronouncements

 

On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810,



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Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.


The Company has implemented all other new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


Note 3.     Income Taxes

 

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.


The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:


 

12/31/2015

12/31/2014

 

 

 

U.S. statutory rate

34.00%

34.00%

Less valuation allowance

-34.00%

-34.00%

 

 

 

Effective tax rate

0.00%

0.00%


The significant components of deferred tax assets and liabilities are as follows:


 

12/31/2015

12/31/2014

 

 

 

Deferred tax assets

 

  Net operating losses

$(2,425)

$(3,213)

 

 

 

Deferred tax liability

 

  Net deferred tax assets

825

(1,092)

  Less valuation allowance

(825)

1,092

 

 

 

Deferred tax asset - net valuation allowance

$         0

$         0




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As of December 31, 2015, the Company had a net operating losses and has $2,425 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of December 31, 2015.

 

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period May 19, 2014 (inception) through December 31. 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction.  We are not currently involved in any income tax examinations.

 

Note 4.   Related Party Transactions

 

Oeshadebie Waterford has lent the company a net total of $500 to the company for the period from May 19, 2014 to December 31, 2015. These funds have been used for working capital to date.


Note 5.   Stockholders’ Equity

 

Common Stock

 

The holders of the Company's common stock are entitled to one vote per share of common stock held. The Company recorded a 5 for 1 forward split on May 18, 2015. All prior periods have been restated to reflect this transaction. As of December 31, 2015 the Company had 25,957,500 shares issued and outstanding.


Note 6.    Commitments and Contingencies


Commitments:


The Company currently has no long term commitments as of our balance sheet date.


Contingencies:


None as of our balance sheet date.




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Note 7 – Net Income (Loss) Per Share


The following table sets forth the information used to compute basic and diluted net income per share attributable to Carbon Credit International, Inc. for the years ended December 31, 2015:


 

12/31/2015

12/31/2014

 

 

 

Net Income (Loss)

$          788

$    (3,213)

 

 

 

Weighted-average common shares outstanding - basic:

 

 

 

  Weighted-average common stock equivalents

25,469,917

25,000,000

 

 

 

  Stock options

0

0

  Warrants

0

0

  Convertible Notes

0

0

 

 

 

Weighted-average common shares outstanding - Diluted

25,469,917

25,000,000


Note 8 – Notes Payable


Notes payable consist of the following for the periods ended December 31, 2015 and 2014:


 

12/31/2015

12/31/2014

 

 

 

Related party working capital note with no stated interest rate.  Note is payable on demand.

$     500

$   4,500

 

 

 

Total Notes Payable

500

4,500

 

 

 

Less Current Portion

(500)

(4,500)

 

 

 

Long Term Notes Payable

$        0

$          0


Note 9 - Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has limited working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the



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future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


Note 10 - Investments


Investment in Available for Sale Debt Securities


Debt Securities

Cost Basis

Unrealized Gains

Unrealized Losses

Fair Value

Corporate Debt Securities

$1,231

$        17

$         -

$1,248


Investment in Real Property Tax Liens – At December 31, 2015, the Company held $1,248 of real property tax liens and accrued interest from various municipalities in the Parrish of Caddo, Louisiana. During the year ended December 31, 2015, the Company purchased $1,231 of tax lien products. The Louisiana municipal tax liens are receivable from the real property owners and are secured by a first priority lien on the related real property. Upon foreclosure, the Company would obtain ownership of the real property. The tax lien receivables accrue interest up to 17% per year, and accrue penalties at 5%.. The investment in the real property tax liens are accounted for as an investment in troubled debts and are carried at cost. Collection of interest, and penalties is not certain and is recognized upon being realized.  

 

Note 11 - Subsequent Events


In January 2016, the Company purchased land at a cost of $2,000 in Sullivan County, New York. There are no additional subsequent events.



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ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None


ITEM 9A.  CONTROLS AND PROCEDURES


Controls and Procedures.


Evaluation of Disclosure Controls and Procedures:


We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to insure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, or the persons performing similar functions, to allow timely decisions regarding required disclosure.


Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, our CEO and CFO, or the persons performing similar functions, concluded that our disclosure controls and procedures were effective as of December 31, 2015.


Management’s Annual Report on Internal Control over Financial Reporting:


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America.  Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting – Guidance for Smaller Public Companies.


Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2015, and concluded that it is effective.


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this annual report.



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Evaluation of Changes in Internal Control over Financial Reporting:


Under the supervision and with the participation of our CEO and CFO, or those persons performing similar functions, our management has evaluated changes in our internal controls over financial reporting that occurred during the fourth quarter of 2015.  Based on that evaluation, our CEO and CFO, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Important Considerations:


The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.


ITEM 9B.  OTHER INFORMATION


None



25





PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.


Directors and Officers

The following sets forth the names and ages of all of our directors and executive officers as of the date of this annual report. Also provided is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal.  There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

 

The following persons constitute all of the Company’s executive officers and directors:

 

Oeshadebie Toelaram-Waterford, 45 President, Chief Executive Officer, Chief Financial Officer and Director


Ms. Toelaram-Waterford began her real estate career in 2007 by acting as a consultant with Synergetics Construction, Inc.  In such capacity, Ms. Toelaram-Waterford advised and consulted real estate developers in California on a wide range of operational matters, including project management and client development. Ms. Toelaram-Waterford acquired substantial experience in the planning, developing and marketing of residential real estate, particularly in California.  Ms. Toelaram-Waterford continued in such capacity until 2011.

 

Beginning in 2011, Ms. Toelaram-Waterford began working for Concord Real Estate Services in California. In this position, Ms. Toelaram-Waterford was charged with marketing and selling the properties as they were completed. Ms. Toelaram-Waterford was also responsible for property management duties with regards to the completed properties. In doing, Ms. Toelaram-Waterford further developed her acumen for the United States real estate markets.


Ms. Toelaram-Waterford attended Kronenburgh MEAO College in the Netherlands.


Code of Ethics

 

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires each of the Company’s directors and executive officers, and any beneficial owner of more than 10 percent of the Company's common stock, to file reports with the SEC. These include initial reports and reports of changes in the individual’s beneficial ownership of the Company’s common stock. Such persons are also required by SEC regulations to furnish the Company with copies of such reports.

 



26






Audit Committee and Audit Committee Financial Expert

 

The Company does not have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, or a committee performing similar functions.  The board of directors has determined that the Company does not have an audit committee financial expert serving on the board.  The Company does not have an audit committee financial expert because it has been unable to attract and compensate an individual with the necessary skills to serve in such role.  The Company intends to identify and appoint a financial expert when possible.


ITEM 11.  EXECUTIVE COMPENSATION


Summary Compensation Table


Name and Principal Position

Cash Year

Salary ($)

Stock Awards ($)

Option Awards ($)

All Other Compensation ($)

Total ($)

Oeshadebie Toelaram Waterford

2015

0

0

0

0

0

CEO, CFO

2014

0

0

0

0

0


Narrative Disclosure to Summary Compensation Table

 

Since inception, we have not paid any compensation to our officers.  

 

We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.  

 

We do not have any standard arrangements by which directors are compensated for any services provided as a director.  No cash has been paid to the directors in their capacity as such.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS


The following table sets forth, as of March 30, 2016, the number and percentage of outstanding shares of the registrant’s common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group.




27





Name of Beneficial Owners      

Common Stock

                               

       Beneficially Owned    

Percentage (1)


O. Toelaram Waterford                    

    25,000,000                     96.31%

9190 W. Olympic Blvd., #324

Beverly Hills, CA 90212


Directors and Officers,

as a group (1 person)          

    25,000,000                     96.31%


 (1) Based upon 25,957,500 issued and outstanding as of March 30, 2016.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


Director Independence

 

The registrant's board of directors consists of Oeshadebie Toelaram-Waterford.  She is not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.  

 

Ms. Toelaram-Waterford owns 25,000,000 common shares (following the 5 for 1 forward split effective May 18, 2015) for which she paid $500.

 

Advances from related party

 

Oeshadebie Toelaram-Waterford, our Chief Executive Officer and Director has extended a loan to the Company in the amount of $3,500. The loan has no maturity date and does not bear interest. Ms. Toelaram-Waterford will be repaid by revenues from operations if and when we generate enough revenues to pay the obligation. There exists no formal document or promissory note indicating the loan made by Ms. Toelaram-Waterford.

 

Related party lease

 

The registrant leases office space pursuant to an unwritten lease with our Chief Executive Officer and Director Oeshadebie Toelaram-Waterford.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.


Audit Fees

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual consolidated financial statements and reviews of our interim consolidated financial statements included in our Form 10-Q and Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

 



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Audit Fees -

2015 - $4,000

2014 - $3,500


Audit-Related Fees

None.

 

Tax Fees

None.

 

All Other Fees

None.

 

Audit Committee Policies and Procedures

As of the date of this Annual Report, the Company does not have an established audit committee.  The appointment of John Scrudato CPA was approved by the Board of Directors as the principal auditors for the Company. There are no board members that are considered to have significant financial experience.  When independent directors with the appropriate financial background join the board, the board plans to establish an audit committee, which will then adopt an appropriate charter and pre-approval policies and procedures in connection with services to be rendered by the independent auditors.




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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)(1)  List of Financial statements included in Part II hereof


Report of Independent Registered Public Accounting Firm

Balance Sheet:

  December 31, 2015 and 2014

Statements of Operations:

  For the years ended December 31, 2015 and for the period from May 19, 2014 (Inception) to

    December 31, 2014

Statements of Changes in Shareholders’ Equity

  For the period May 19, 2014 (Inception) to December 31, 2015

Statements of Cash Flows:

  For the years ended December 31, 2015 and for the period from May 19, 2014 (Inception) to

    December 31, 2014

Notes to Financial Statements

  For the years ended December 31, 2015 and for the period from May 19, 2014 (Inception) to

    December 31, 2014


 (a)(2) List of Financial Statement schedules included in Part IV hereof:  None

 (a)(3) Exhibits


 The following exhibits are included herewith:


Exhibit No.

      Description

31

 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document


*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. (Incorporated by reference to the 10-K filed March 31, 2014)


Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.




30







NO.

DESCRIPTION

FILED WITH

DATE FILED

  

  

  

  

3.1

Articles of Incorporation

Form S-1/A

January 30, 2015

3.2

Bylaws

Form S-1

November 18, 2014




31





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned duly authorized person.


Dated: March 30, 2016


/s/O. Toelaram-Waterford

By: O. Toelaram-Waterford, Chief Executive Officer, Chief Financial Officer


In accordance with the requirements of the Securities Exchange Act of 1934, as amendment, this report has been signed by the following persons in the capacities and on the dates stated.


Trimax Consulting, Inc.

(Registrant)


By: /s/O. Toelaram-Waterford           

Dated: March 30, 2016

          O. Toelaram-Waterford

          Chief Executive Officer, Chief Financial Officer




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