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 September 30, 2013

 

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 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 [ ].

 

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     [ ]                                                                            Accelerated filer                    [ ]

Non-accelerated filer       [ ]                                                                            Smaller reporting company  [x]

(Do not check if a smaller reporting company)

 

 

1

 


 
 

 

 

 

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

 

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 November 18, 2013.

 

 

 

2

 


 
 

 

 

 

 

AXIM INTERNATIONAL, INC.

 

- INDEX -

 

PART I – FINANCIAL INFORMATION:

 Page 

 

 

 

Item 1.

Financial Statements:

 

 

 

 

 

Condensed Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited)

5

 

 

 

Condensed Statements of Operations for the Three and Nine month Periods Ended September 30, 2013 and 2012 (Unaudited)

6

 

 

 

 

Condensed Statements of Cash Flows for the Three and Nine month Periods Ended September 30, 2013 and 2012 (Unaudited)

7

 

 

 

 

Notes to Condensed Financial Statements (Unaudited)

8

 

 

 

Item 2.

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

10

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

14

 

 

 

Item 4.

Controls and Procedures

14

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

14

 

 

 

Item 1A.

Risk Factors

14

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

 

 

 

Item 3.

Defaults Upon Senior Securities

14

 

 

 

Item 4.

Mining Safety Disclosures

14

 

 

 

Item 5.

Other Information

15

 

 

 

Item 6.

Exhibits

15

 

 

 

Signatures

16

 

 

 

 

 

3

 


 

 

 

 

PART I – FINANCIAL INFORMATION

 

.


 

AXIM INTERNATIONAL, INC.

 

 

FINANCIAL STATEMENTS

 

SEPTEMBER 30, 2013

 

 

 

4

 


 
 

 

AXIM INTERNATIONAL, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

 

September 30, 2013

 

 

 

December 31, 2012

 

ASSETS

 

 

 

 

 

Current Assets

 

 

Cash

$ 1,235

$ 19,128

License fee receivable

11,000

20,000

Less: Allowance for doubtful accounts

(7,500)

-

 

 

 

Total Current Assets

4,735

39,128

 

 

 

Other Assets

 

 

Intangible asset – License

100,000

100,000

Less: accumulated amortization

(13,804)

(6,304)

Total Other Assets

86,196

93,696

 

 

 

TOTAL ASSETS

$ 90,931

$ 132,824

 

 

 

LIABILITIES AND SHAREHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities

 

 

Accounts payable and accrued expenses

$ 46,726

$ 32,570

Deferred revenue

-

21,667

Royalty fees payable

2,750

2,300

Due to shareholder

42,407

30,985

Convertible shareholder loan

50,000

50,000

 

 

 

Total liabilities

141,883

137,522

 

 

 

SHAREHOLDERS' DEFICIT

 

 

 

 

 

Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 1,000,000

issued and outstanding

 

100

 

100

Common stock, $0.0001 par value, 195,000,000 shares authorized; 33,000,000

issued and outstanding

 

3,300

 

3,300

Capital in excess of par value

11,700

11,700

Accumulated Deficit

(66,052)

(19,798)

 

 

Total shareholders' deficit

(50,952)

(4,698)

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

$ 90,931

$ 132,824

 

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

 

-F1- 

 

5

 


 
 

 

 

AXIM INTERNATIONAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2012

(Unaudited)

 

 

 

 

 

Nine month Periods Ended September 30,

 

 

 

 

Three Month Periods Ended September 30,

 

For the Period

November 18, 2010 (Date of Inception) to September 30,

 

2013

2012

2013

2012

2013

 

 

 

 

 

 

Revenues

$ 21,667

$ 32,500

$ 10,833

$ 10,833

$ 74,999

 

 

 

 

 

 

General and administrative expenses

67,921

43,351

10,643

12,600

141,051

 

 

 

 

 

 

Net income (loss)

$ (46,254)

$ (10,851)

$ 190

$ (1,767)

$ (66,052)

 

 

 

 

 

 

Loss per common share – basic and diluted

$ -

$ -

$ -

$ -

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

33,000,000

33,000,000

33,000,000

33,000,000

 

 

 

 

 

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

 

-F2- 

 

6

 


 
 

 

AXIM INTERNATIONAL, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2013 AND 2012

(Unaudited)

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

2012

 

 

For the Period

November 18, 2010 (Date of Inception) to September 30, 2013

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

$ (46,254)

$ (10,851)

$ (66,052)

Adjustments to reconcile net loss to net cash provided (consumed) by operating activities:

 

 

 

Charges not requiring the outlay of cash:

 

 

 

Amortization of intangible asset

7,500

3,750

13,804

   Increase in allowance for doubtful accounts

                          7,500

                                    -

                          7,500

Share issuance for organization expense

-

-

2,100

Changes in assets and liabilities:

 

 

 

Decrease (increase) in license fee receivable

9,000

30,000

(11,000)

Increase in accounts payable and accrued expenses

14,156

18,110

46,726

Decrease in deferred revenue

(21,667)

(32,500)

-

Increase in royalty fees payable

450

1,350

2,750

 

 

 

 

Net cash provided (consumed) by operating activities

(29,315)

9,859

(4,172)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITES

 

 

 

Acquisition of license

-

(50,000)

(100,000)

 

 

 

Net cash consumed by investing activities

-

(50,000)

(100,000)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from the issuance of common shares

-

-

13,000

Proceeds from shareholder loans

11,422

24,510

42,407

Proceeds from convertible shareholder loan

-

-

50,000

 

 

 

Net cash provided by financing activities

11,422

24,510

105,407

 

 

 

 

Net changes in cash

(17,893)

(15,631)

1,235

 

 

 

 

Cash, at beginning of period

19,128

23,138

-

Cash, at end of period

$ 1,235

$ 7,507

$ 1,235

 

 

 

 

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

 

-F3-

 

7

 


 
 

 

AXIM INTERNATIONAL, INC.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(unaudited)

 

 

NOTE 1:  BASIS OF PRESENTATION:

 

The unaudited interim financial statements of Axim International, Inc. as of September 30, 2013, and for the three and nine month periods ended September 30, 2013 and 2012, 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 nine month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.

 

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, 2012. 

 

 

NOTE 2:  RELATED PARTY TRANSACTIONS

 

From inception (November 18, 2010) to September 30, 2013, the Company president advanced a total of $ 42,407 to fund working capital needs. That advance bears no interest and is due on demand.

 

On September 26, 2013, the Company president advanced $ 5,000 for a payment to extend the contract with Omega Research Corporation until December 31, 2013. 

 

Effective November 26, 2012, the Company entered into a separate Convertible Loan Agreement with its President, under which it borrowed $50,000.  This loan is due December 31, 2014 and does not bear interest.  The loan is convertible into common stock at $.10 per share at the option of the lender any time after February 28, 2013.  As of September 30, 2013, the loan has not been converted.  The Company used the proceeds of this loan to fund the purchase of license rights under the November 26, 2012 agreement with Omega Research Corporation.

 

 

 

-F4-

 

 

 

8

 


 

 

AXIM INTERNATIONAL, INC.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(unaudited)

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 $ 66,052, 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.

 

-F5-

9

 


 
 

 

  

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 6623 Las Vegas Boulevard, Suite 255, Las Vegas, NV, 89119.  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 March 10, 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.  We have the right to purchase from Omega, the APS200 system at a fixed price of $ 500,000 until December 31, 2013.  Subsequent to December 31, 2013, Omega may increase the purchase price at its sole discretion to reflect raising costs of raw materials and labor.  We are required to purchase one APS200 by December 31, 2013.  Upon purchasing the APS200 system, we are subject to a royalty of 3% on licensee fees received as well as on gross sales from by-product sales generated from the APS200 system. The Agreement was an arms-length transaction.

 

We have paid two extension fees of $ 5,000 each and the deadline has been extended to December 31, 2013.   

 

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 $ 75,000 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. 

10

 


 
 

 

On March 25, 2013, we entered into an addendum to the joint venture agreement with Alpha.   The joint venture agreement previously specified that in the event that we do not raise the $250,000 for the purchase of the APS200, we would be liable to return license fees received from Alpha.  Alpha has waived our potential liability to return any license fees received under the joint venture agreement. 

 

Alpha is in defaulted on their license fee payments and as of September 30, 2013.  Amounts owing from Alpha total $ 11,000.  Alpha has not raised the necessary funding for the purchase of the APS200 system totalling $ 250,000 (50% of the purchase price of the APS200).  At this time, we have elected to informally provide Alpha an extension to settle all amounts owed under the joint venture agreement until December 31, 2013 however we will be actively seeking other potential joint venture partners. We are under no obligation to establish a joint venture business given that Alpha has defaulted on its payments.

 

Effective November 26, 2012, we entered into a 2nd Licensing Agreement (the “2nd Agreement”) with Omega Research Corporation (“Omega”) for exclusive licensing rights to sub-license, establish joint ventures to commercialize, use and process organic waste, and sell related by-products in the territory of the Bahamas, Dominican Republic, St., Thomas, St. Maarten, and Grenada (“Additional Territories”) for 20 years.  We acquired the licensing rights for $ 50,000.  We have the right to purchase from Omega, the APS200 system at a fixed price of $ 500,000 until December 31, 2014.  Subsequent to December 31, 2014, Omega may increase the purchase price at its sole discretion to reflect raising costs of raw materials and labor.  We are subject to a royalty of 3% on any sub-licensee fees received as well as on gross sales from by-product sales generated from the APS200 system.

 

With the exception of establishing joint venture operations with Alpha, during the next twelve months we anticipate incurring costs related to:

 

(i)         filing Exchange Act reports, and

(ii)        contractual obligations to various consultants

 

   

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. 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

 

With the exception of establishing joint venture operations with Alpha, our cash requirements for the next twelve months are $ 30,000.

 

11

 


 
 

 

Consulting fees – corporate governance and compliance

$ 10,000

Other consulting fees

5,000

Audit and accounting

10,000

Miscellaneous

5,000

 

 

Total

$ 30,000

 

Our contract with Browngate Corporate Services Inc. (“Browngate”), commenced on November 1, 2011 and was subsequently terminated on May 20, 2013.   Browngate provided consulting services relating to accounting and corporate governance and also provided office space and telephone and fax rental and also administrative support.  The monthly fee for such services was $ 3,000.  We have retained Browngate on a per filing/use basis as a more economical option. Our yearly fees for corporate governance and compliance needs are estimated to be $ 10,000.  Administrative support and other related services are charged on a per hour basis.

 

We intend to engage 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. 

 

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. 

 

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 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. 

 

On July 20, 2012 the Company Board of Directors approved convertible loan agreements with four individual lenders to borrow the principal amount of $280,000 with interest at 10% and the principal due in thirty six months after the loan date.  The loans may be converted into Company common stock at $.05 per share and must be converted within twenty four months of the loan date, and before six months prior to the maturity date.  This borrowing approval is for a future need for funds pursuant to a joint venture agreement.  It does not guarantee that the loans will be made or that funds will be available at that time.  One of the individual lenders is a related party.

 

Effective November 26, 2012, we entered into a Convertible Loan Agreement with our Company President (a Non US Person).  The loan provides a principle sum of up to $ 50,000 with no interest and is due and payable by December 31, 2014.  The outstanding loan is convertible into common stock at $ 0.10 per share.  

12

 


 
 

 

 

Results of Operations

 

For the nine month periods ended September 30, 2013 and 2012, our revenues totaled $ 21,667 and $ 32,500 respectively consisting solely of sub license fees received and recoverable from Alpha.  License fees received are recognized over a period of 18 months commencing January 1, 2012 to September 30, 2013.

 

Our expenses for the nine month periods September 30, 2013 and 2012 are as follows:

 

 

Nine month Period Ended September 30, 2013

Nine month Period Ended September 30, 2012

 

 

 

Application for electronic depository securities account

$ 15,000

$ -

Extension fee

10,000

-

Audit

8,450

8,210

Filing fees

7,823

7,506

Bad debt expense

7,500

-

Amortization

7,500

3,750

Legal

6,333

10,422

Office

3,636

7,272

Rent

900

1,800

Royalty fees

450

1,350

Consulting

-

1,900

Other

329

1,141

 

 

 

Total

$ 67,921

$ 43,351

 

For the nine month periods ended September 30, 2013 legal, office, filing fees, and rent expense relate to costs incurred as per our contract with Browngate. We expect these expenses to decrease as the services provided by Browngate will be charged on a per filing/usage basis commencing May 20, 2013.   Filing fees related to Edgar and XBRL costs and will vary.  We have allocated $ 7,500 as a reserve for bad debts on sub license fees recoverable from Alpha based on our estimate of collectability.  Audit fees relate to the audit and review of our 2013 and 2012 year-end financial statements, respectively. Royalty fees are 3% of sub license fees received. Our license is amortized on a straight line basis over a period of 10 years. We incurred $ 10,000 in extension fees to extend our agreement with Omega to September 30 and December 31, 2013 for payment of $ 5,000 for each extension. 

 

We incurred $ 15,000 in fees paid for the application to obtain online tradability status with the Depository Trust Company, a central depository for securities certificates whereby members can transfer securities electronically.

 

For the nine month period ended September 30, 2012, legal, office, filing fees, and rent expense relate to costs incurred as per our contract with Browngate.  Our audit fees relate to the audit and review of our 2011 year end and 1st quarter 2012 financial statements. Royalty fees are 3% of sub license fees received. Our license is amortized on a straight line basis over a period of 10 years. We incurred $ 1,900 in consulting fees for additional edgar and XBRL filing support. We do not expect to incur these fees on a regular basis.

 

 

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.  

 

 

13

 


 
 

 

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

 

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 September 30, 2013, 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 not 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 September 30, 2013 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.  Mine Safety Disclosures.

 

N/A

 

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Item 5.  Other Information.

 

None.

 

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 September 30, 2013.

 

 

   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. 

XBRL Documents:

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 Labels Linkbase Document

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

*

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

 

 

15

 


 
 

 

 

 

 

 

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: November 18, 2013

By:

/s/ Rosemary Samuels     

 

 

Rosemary Samuels

 

 

President and Director

Principal Executive Officer

Principal Financial Officer