FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

OR

 

o 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 000-54296

 

Axim International Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

 27-4092986

 (State or other jurisdiction of incorporation or organization)

 

 (I.R.S. Employer Identification Number)

                                                                                        

6623 Las Vegas Boulevard, Suite 255, Las Vegas, NV, 89119

(Address of principal executive offices)

 

(702) 750-8242

(Registrant’s telephone number, including area code)

 

No change

(Former name, former address and former fiscal year, if changed since last report)

 

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. Yes x No o

 

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 (§232.405 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 x No 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “ large accelerated filer,” “accelerated filer” and “smaller reporting company”  in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer     o                                                                            Accelerated filer                     

Non-accelerated filer       o                                                                            Smaller reporting company  

(Do not check if a smaller reporting company)                                                                                                        

 

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 33,000,000 shares of common stock, par value $.0001 per share, outstanding as of May 16, 2012.

 

 

 

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AXIM INTERNATIONAL, INC.

 

- INDEX -

 

PART I – FINANCIAL INFORMATION:

 Page 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

 

Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011 (audited)

5

 

 

 

Statements of Operation (Unaudited) for the Three Month Periods Ended March 31, 2012 and 2011

6

 

 

 

 

Statements of Cash Flows (Unaudited) for the Three Month Periods Ended March 31, 2012 and 2011

7

 

 

 

 

Notes to Financial Statements (Unaudited)

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

 

 

 

Item 4.

Controls and Procedures

11

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

12

 

 

 

Item 1A.

Risk Factors

12

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

Item 3.

Defaults Upon Senior Securities

12

 

 

 

Item 4.

Removed and Reserved

12

 

 

 

Item 5.

Other Information

12

 

 

 

Item 6.

Exhibits

13

 

 

 

Signatures

14

 

 

 

 

 

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PART I – FINANCIAL INFORMATION

 

 


 

AXIM INTERNATIONAL INC.

 

 

FINANCIAL STATEMENTS

 

MARCH 31, 2012

 

 

 

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AXIM INTERNATIONAL INC.

BALANCE SHEETS

 

 

March 31, 2012   (Unaudited)

December 31, 2011 (Audited)

ASSETS

 

 

 

 

 

Current Assets

 

 

Cash

$        39,138

$        23,138

 

 

 

Total Current Assets

39,138

23,138

 

 

 

Other Asset

 

 

Intangible asset – License

50,000

50,000

Less: accumulated amortization

(2,082)

(832)

Total Other Asset

47,918

49,168

 

 

 

TOTAL ASSETS

$        87,056

$        72,306

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

Current Liabilities

 

 

Accounts payable and accrued expenses

$          5,800

$          5,500

Unearned revenue

5,000

-

License fee payable

50,000

50,000

Royalty fees payable

950

500

Total current liabilities

61,750

56,000

 

 

 

Non-Current Liabilities

 

 

Due to shareholder

15,610

6,100

 

 

 

Total liabilities

77,360

62,100

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 1,000,000 shares issued and outstanding

100

100

Common stock, $0.0001 par value, 195,000,000 shares authorized, 33,000,000 shares issued and outstanding

3,300

3,300

Capital in excess of par value

11,700

11,700

Deficit accumulated

(5,404)

(4,894)

Total shareholders' equity

9,696

10,206

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$          87,056

$         72,306

 

The accompanying notes are an integral part of these financial statements.

 

-F1- 

 

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AXIM INTERNATIONAL INC.

STATEMENTS OF INCOME

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

 

 

2012

2011

 

 

 

Revenues

$                 15,000

$          -

 

 

 

General and administrative expenses

15,510

-

 

 

 

Net loss

$                   (510)

$          -

 

 

 

Loss per common share – basic and diluted

$                          -

$          -

 

 

 

Weighted average number of common shares outstanding

33,000,000

20,000,000

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

-F2- 

 

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AXIM INTERNATIONAL INC.

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(Unaudited)

 

 

2012

2011

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

    Net loss

$        (510)

$              -

    Adjustments to reconcile net loss to net cash consumed by operating activities:

 

 

 

 

 

    Increase in accounts payable and accrued expenses

300

 

    Increase in royalty fees payable

450

-

   Increase in unearned revenue

5,000

 

    Charges not requiring the outlay of cash:

 

 

    Changes in assets and liabilities

 

 

    Amortization of intangible asset

1,250

-

    Net cash provided by operating activities

6,490

-

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

    Advance from stockholder

9,510

-

    Net cash provided by financing activities

9,510

-

 

 

 

Net increase in cash

16,000

-

 

 

 

Cash, at beginning of period

23,138

-

Cash, at end of period

$     39,138

$              -

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

-F3-

 

 

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AXIM INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

(unaudited)

 

 

NOTE 1 - BASIS OF PRESENTATION

 

The unaudited interim financial statements of  Axim International, Inc. as of March 31, 2012, and for the three month periods ended  March 31, 2012 and 2011, have been prepared in accordance with United States generally accepted accounting principles.  In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations of the three month period ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year ending December 31, 2012

 

Certain information and disclosures normally included in the notes to financial statements have been condensed or abbreviated as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial information of the fiscal year ended December 31, 2011 

 

 

NOTE 2 - RELATED PARTY TRANSACTIONS

 

During the three month period ended March 31, 2012, the Company President advanced $ 9,510 to fund working capital needs. That advance bears interest at 6% per annum and is due on demand.  The Company President has waived the interest for the period ended March 31, 2012

  

 

NOTE 3 - GOING CONCERN

 

The Company’s financial statements have been presented assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company has negative working capital, has an accumulated deficit of $ 1,404, and presently does not have the resources to accomplish its objectives during the next twelve months. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s plans, the realization of which cannot be assured, to overcome these difficulties include but are not limited to efforts to seek a merger partner.

 

 

 

 

 

 

 

-F4-   

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statement Notice

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Axim International, Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

Description of Business

 

We were incorporated in the State of Nevada on November 18, 2010 (Inception) and maintain our principal executive office at c/o Agency Services of Nevada, 245 East Liberty Street, Suite 200, Reno, NV, 89501.  Since inception, we have been engaged in organizational efforts and obtaining initial financing. We were formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. We filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2011, and since its effectiveness, we have focused our efforts to identify a possible business combination.

 

Effective October 3, 2011, we entered into a Licensing Agreement with Omega Research Corporation (“Omega”) for exclusive licensing rights for technology relating to the processing of organic waste to marketable by-products via the Advanced Pyrolysis System 200 (“APS200”). We will have exclusive rights to sub-license, establish joint ventures to commercialize, use and process organic waste, and sell related by-products in the territory of Jamaica, WI.   We acquired the licensing rights for $ 50,000.   

 

Effective October 28, 2011, we entered into a joint venture agreement with Alpha International Marketing Corp (“Alpha”) to establish the APS200 system in Jamaica for converting used tires to biochar and fuel oil.  Alpha, as a sub licensee, will be subject to a sub-license fee of $ 70,000 payable in monthly instalments of $ 5,000 per month commencing November 1, 2011.  As per the Agreement with Omega, 3% of the sub license fee is payable to Omega on a quarterly basis.  As additional consideration, the joint venture will remit a 3% royalty fee on all gross sales generated.   Alpha is to raise $ 250,000, half of the purchase price of the APS200 system, and we are to raise the remaining balance.  Alpha is to raise such funds by June 30, 2013.  We are subject to raising the additional $ 250,000 by June 30, 2013.  In the event that we do not raise such funding by September 30, 2013, our agreement with Alpha is deemed terminated and we are liable to repay the sum of all monthly license fees paid.   The repayment must be made within a 12 month period.  In the event that Alpha does not raise such funding, the monthly sub license fee will be retained by us.   

 

During the next twelve months we anticipate incurring costs related to:

 

(i)         filing Exchange Act reports, and

(ii)        contractual obligations to various consultants

 

   

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We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, we have $29,138 in cash. There are no assurances that we will be able to secure any additional funding as needed.  Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  Management’s plan includes obtaining additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

 

We are in our early stages of development and growth, without established records of sales or earnings. We will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.

 

 

Liquidity and Capital Resources

 

Our cash requirements for the next twelve months are $ 65,000.

 

Contractual obligations – consulting fees

$ 36,000

Other consulting fees

12,000

Audit and accounting

10,000

Royalty fees on monthly sub license fee

3,000

Miscellaneous

4,000

 

 

Total

$ 65,000

 

Contractual obligations consist of our contract with Browngate Corporate Services Inc. (“Browngate”), whereas Browngate will provide consulting services relating to accounting and corporate governance.  Browngate will also provide office space and telephone and fax rental and also administrative support.  The term of the agreement is effective November 1, 2011 for a 12 month period.  The agreement can be cancelled with 30 days written notice.  The monthly fee for such services is $ 3,000. 

 

We intend on engaging the services of an engineer to assist with the maintenance and enhancement of the APS200 system.  We have entered into various discussions with engineers however as of to date, no agreement has materialized.

 

We estimate that our audit and accounting costs to be $ 10,000 however this amount may vary. 

 

The cash balance consists primarily of proceeds received from the issuance of 13,000,000 shares of Common Stock to 19 shareholders at $ 0.001 per share and also sub license fees received from Alpha.

 

We can provide no assurance that the Company can continue to satisfy its cash requirements for at least the next twelve months.

 

We expect to obtain financing through shareholder loans and private placements.   Shareholder loans will be without stated terms of repayment or interest.  We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholders loans may be granted from time to time as required to meet current working capital needs.  We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time. 

 

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We are dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

 

Sources of Capital:

 

We expect to sustain our working capital needs with the monthly license fee of $ 5,000 as per our agreement with Alpha and also through shareholder loans and private placements.   Shareholder loans will be without stated terms of repayment or interest.  We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholders loans may be granted from time to time as required to meet current working capital needs.  We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.  Financing from Alpha will commence November 1, 2011 until January 1, 2013.  There can be no assurance that such fees will be paid on a timely basis.

 

Results of Operations

 

For the three month period ended March 31, 2012, our revenues totalling $ 15,000 consists solely of sub license fees received from Alpha.  No revenue was generated during the period ended March 31, 2011.  

 

For the three month period ended March 31, 2012, our expenses totalling $ 15,510 consists of the following:

 

Audit fee

$ 4,300

Legal

3,474

Office

2,934

Filing fees

2,502

Rent

600

Royalty fees

450

Amortization

1,250

Total

$ 15,510

 

The $ 4,000 audit fee relates to the audit of our December 31, 2011 financial statements. Legal, office, filing fees, and rent expense relate to costs incurred as per our contract with Browngate. These expenses are not expected to fluctuate.  Royalty fees are 3% of sub license fees received. Our license is amortized on a straight line basis over a period of 10 years.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

 

Contractual Obligations

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of March 31, 2012, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. 

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2012 that have materially affected or are reasonably likely to materially affect our internal controls.

 

 

PART II — OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

Item 1A.  Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

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

 

None

 

Item 3.  Defaults Upon Senior Securities.

 

None.

 

Item 4.  Removed and Reserved.

 

 

Item 5.  Other Information.

 

None.

 

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Item 6.  Exhibits.

 

(a)  Exhibits required by Item 601 of Regulation S-K.

 

 

Exhibit No.   

Description

 

 

   *3.1

Certificate of Incorporation, as filed with the Nevada Secretary of State on November 19, 2010.

 

 

   *3.2

By-laws.

 

 

   31.1

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

 

 

   32.1

Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

 

*

Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on May 6, 2011, and incorporated herein by this reference.

 

 

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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 thereunto duly authorized.

 

 

AXIM INTERNATIONAL, INC.

 

 

 

Dated: May 16, 2012

By:

/s/ Rosemary Samuels     

 

 

Rosemary Samuels

 

 

President and Director

Principal Executive Officer

Principal Financial Officer

 

 

 

 

 

 

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