UNITED STATES
SECURITIES AND EXCHANGE COMMISION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest evented): December 20, 2000
TRADAMAX GROUP
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A Development Stage Company
(Exact Name of Registrant as Specified in Charter)
Nevada 0-27733 77-0497976
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 Park Royal, Vancouver BC, Canada, V72-1C5
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 604-925-5400
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Item 1 CHANGES IN CONTROL OF REGISTRANT
See Note 5
Item 2 ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
Item 3 BANKRUPTCY OR RECEIVERSHIP
Not Applicable
Item 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
Item 5 OTHER EVENTS
Pursuant to action by the Board of Directors of Tradamax Group,
formerly Tradamax (Asia) Group, ("Registrant") entered into an
Acquisition Agreement ("Agreement"), Dated as of November 20, 2000, and
amended on December 20, 2000, pursuant to which it implemented a series
of transactions, which were completed at year end.
Under the Agreement, the Registrant exchanged a total of 38.0 million
of its Common Shares, $.001 par value ("Tradamax Common Stock") and
1,000,000 of its newly authorized Series A Preferred Stock, $10.00
stated value per share ("Series A Preferred Stock") and assumed debt of
$4.0 million for a perpetual license for the Octapuss Technology
platform .
All of the securities issued and exchanged in the transactions are
restricted securities. Prior to the transaction, there were 12.0
million shares of Common Stock outstanding. The Series A Preferred
Stock is convertible in four years to Common Stock at market price,
solely at the option of the Registrant.
On January 12, 2001, the Company changed its trading symbol to "TDMX",
and affected a 1 for 4 reverse split of its Common Stock and
subsequently issued an additional 4.0 million restricted Common Shares
on cancellation of the assumed debt. After the completion of the
transaction, there are now 16,500,000 Common Shares issued and
outstanding..
The transaction, provides the Registrant with access to the Octapuss
interactive sales platform and global supply chain management system
which, when combined with the advanced end to end (e2e) Market System
capabilities being developed, will allow the Registrant to offer its
customers complete Internet technology and sophisticated platforms for
online markets.
The Registrant is implementing a business plan that builds on its
offering of e2e Market Systems for coffee, rice and grains and the
refocusing of the business efforts, as appropriate. In that connection,
the Registrant intends to pursue a financing of up to $25 million
through a private placement of convertible preferred equity and debt
securities of the Registrant, although no assurance can be given that
the Registrant will be successful in arranging for this private
placement.
2
<PAGE>
In addition, in the transaction, CybaVest Hong Kong Ltd, an affiliated
entity which serves as a custodian for a group of certain individuals
and entities which made a substantial investment in the Octapuss
technology development in 1999-2000, has recommended to its group
participants that they purchase up to $5.0 million of Preferred Shares
of the Registrant on terms comparable to the investors in the
contemplated private placement.
As a result of the transactions, and as reflected in the pro forma
balance sheet included herein, Management of the Registrant believes it
now meets or exceeds all of the net tangible asset requirements for
listing on the AMEX or NASDAQ Small Caps Market, and Registrant plans
to complete its audited statements as soon as possible and make
application to list on either market.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
In connection with the Transactions noted in Item 5, certain of the
directors of the Registrant resigned. Such resignations did not arise
because of any disagreement with the Registrant.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Statement 1: PRO FORMA balance sheet of the Registrant at November 30,
2000 giving effect to the Transactions described in item 5.
<TABLE>
<CAPTION>
TRADAMAX GROUP
PRO FORMA BALANCE SHEET
(in thousands)
(unaudited)
Assets Sept 30, 2000 Nov 30, 2000
------ Actual Proforma
------------ ------------
<S> <C> <C>
Cash, Cash equivalents and Marketable Securities (Note 1) -- $ 2,650
Accounts Receivable, Net, and Prepaid Expenses (Note 1) -- 281
Property and Equipment, Net -- 1,483
Investments, at cost (Note 1) -- 10,300
Motion Picture and Television rights $ 13 --
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$ 13 $ 14,714
Liabilities and Stockholders' Equity
Accounts Payable and Accrued Expenses $ 8 $ 228
Notes, Debentures and Leases Payable (Note 4) -- 908
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Total Liabilities 8 1,136
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Preferred Stock, $ .001 par value; 100,000,000
shares authorized, 1,000,000 shares $10.00 stated
value issued and outstanding -- 1
Note Receivable for Preferred Stock (Note 1) -- (4,000)
Common Stock, $.001 par value; 100,000,000 shares
authorized, 16,500,000 shares issued and outstanding
(Note 3) 12 17
Additional Paid-in Capital 1 4,900
Retained Earnings (Deficit) (8) 12,660
Total Stockholders' Equity 5 13,578
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$ 13 $ 14,714
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</TABLE>
The accompanying notes are an integral part of this Proforma Balance Sheet.
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<PAGE>
TRADAMAX GROUP
(A Development Stage Company)
NOTES TO PROFORMA BALANCE SHEET
AS OF NOVEMBER 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Tradamax Group, formerly
Tradamax (Asia) Group, is presented to assist in understanding the
Company's financial statements. The accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
The unaudited proforma financial statements as of November 30, 2000
reflect, in the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to fairly state the
financial position. Operating results for interim periods are not
necessarily indicative of the results, which can be expected for full
years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on
October 9, 1996. The Company ceased all operating activities during the
period from October 29, 1996 to July 9, 1999 and was considered
dormant. On July 9, 1999, the Company obtained a Certificate of renewal
from the State of Nevada. Since July 9, 1999, the Company was in the
development stage.
Nature of Business
The Company has positioned itself to evolve into a vertically
integrated, diversified global provider of e2e market systems and
transaction platforms. The Company intends to acquire a number of
diversified online exchanges that will allow for the pursuit of
opportunities in the rice, cotton, cocoa, wool and paper industries.
Foreign Currency Translation
The functional currency of the Company is United States dollars.
Balance sheet accounts generated in Australia or Canada are translated
to U.S. dollars at the current exchange rate as of the balance sheet
date. Income statement items are translated at average exchange rates
during the period. The resulting translation adjustment is recorded as
a separate component of stockholders' equity.
Intangible Assets
The Company identifies and records impairment losses on intangible
assets when events and circumstances indicate that such assets might be
impaired. The Company considers factors such as significant changes in
the regulatory or business climate and projected future cash flows from
the respective asset. Impairment losses are measures as the amount by
which the carrying amount of intangible asset exceeds its fair value.
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<PAGE>
TRADAMAX GROUP
(A Development Stage Company)
NOTES TO PROFORMA BALANCE SHEET
AS OF NOVEMBER 30, 2000
Reclassification
Certain reclassifications have been made in the 2000 and 1999 financial
statements to conform with the November 30, 2000 presentation.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents to the extent the funds are not
being held for investment purposes.
Pervasiveness of Estimates
The Preparation of financial statements in conformity with generally
accepted accounting principles required 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.
NOTE 2 - INCOME TAXES
As of November 30, 2000, the Company had a net operating loss
carry-forward for income tax reporting purposes of approximately $3,000
that may be offset against future taxable income through 2011. Current
tax laws limit the amount of loss available to be offset against future
taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited. No tax benefit has been reported in the financial statements,
because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax
benefits of the loss carry-forwards are offset by a valuation allowance
of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has only recently begun principal operations and as is
common with a development stage company, the Company has had recurring
losses during its development stage.
NOTE 4 - COMMITMENTS
The Company Leases 15,000 square feet of office space in West Vancouver
for which total annual expenditure is approximately $244,480.00.
NOTE 5 - STOCK SPLIT AND NAME CHANGE
The Board of Directors authorized a name change to Tradamax Group, a
symbol change to "TDMX" and a 1 for 4 stock split, which was effective
on January 12, 2001, following which there are 16,500,000 shares issued
and outstanding.
All references in the accompanying financial statements to the number
of common shares and per-share amounts for 2000 and 1999 have been
restated to reflect the stock split.
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<PAGE>
TRADAMAX GROUP
(A Development Stage Company)
NOTES TO PROFORMA BALANCE SHEET
AS OF NOVEMBER 30, 2000
Plan of Operation
The Company intends to acquire an interest in one or more business
opportunities and is currently negotiating the purchase of other online
trading exchanges and technologies.
The Company may incur significant post-merger or acquisition
registration costs in the event management wishes to register a portion
of their shares for subsequent sale. The Company will also incur
significant legal and accounting costs in connection with the
acquisitions including the costs of preparing post-effective
amendments, agreements and related reports and documents.
The Company will not have sufficient funds unless it is able to raise
funds in private placement to undertake any significant development,
marketing the products acquired. Accordingly, following the
acquisition, the Company will, be required to either seek debt or
equity financing or obtain funding from third parties. There is no
assurance that the Company will be able either to obtain additional
financing or interest third parties in providing funding for the
further development, marketing and of its business.
Liquidity and Capital Resources
The Company has met its capital requirements through the sale of its
Common and Preferred Stock.
After the completion of its expansion plans, the Company expects future
development and expansion will be financed through cash flow from
operations and other forms of financing such as the sale of additional
equity and debt securities and other credit facilities. There are no
assurances that such financing will be available on terms acceptable or
favorable to the Company.
Government Regulations
The Company is subject to all pertinent Federal, State, and Local laws
governing its business. The Company is subject to licensing and
regulation by a number of authorities in its Province (State) or
municipality. These may include health, safety, and fire regulations.
The Company's operations are also subject to Federal and Sate minimum
wage laws governing such matters as working conditions and overtime.
Competition
The Company faces competition from a wide variety of entertainment
distributors, many of which have substantially greater financial,
marketing and technological resources than the Company.
Employees
As of November 30, 2000, the Company had 20 employees.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings other than the
ordinary routine litigation incidental to its business operations,
which the Company does not believe, in the aggregate, will have a
material adverse effect on the Company, or its operations.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 8. CHANGE IN FISCAL YEAR
The Companies Board of Directors authorized a change in fiscal year end
to June 30.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS.
Not applicable
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SIGNATURES
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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.
TRADAMAX GROUP
Dated: January 12, 2001 By: /s/Joseph L. Searles, III
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Joseph L. Searles, III
(Principle Executive Officer)
Dated: January 12, 2001 By: /s/Joseph L. Searles, III
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Joseph L. Searles, III
(Principle Financial and
Accounting Officer)
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