FORM 10-Q


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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

For the quarterly period ended March 31,June 30, 2014


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.AXIM Biotechnologies, 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)
                                                                                        
18 E 50th St 5th Floor, New York, NY 10022
(Address of principal executive offices)

(212) 751-0001
(Registrant’s telephone number, including area code)

No changeAXIM International, Inc.
(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.[X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website,Web site, 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 xNo o[X]

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                    o
Non-accelerated filer       o                                              Smaller reporting company  x.X
                          ��    (Do not check if a smaller reporting company)

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.[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by SectionsSection 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent toafter 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 April 30,August 14, 2014.


PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

AXIM BIOTECHNOLOGIES, INC.
Page
Balance Sheets for six months ended  June 30, 2014 and for the year ended December 31, 2013:F-2
Statements of Operations for the three months ended June 30, 2014 and 2013 and the six months ended June 30, 2014 and 2013:F-3
Statement of Changes in Shareholders'  Deficit for the six months ended June 30, 2014:F-4
Statement of Cash Flows for the six months ended June 30, 2014 and 2013:F-5
Notes to Financial Statements:F-6
F-1


AXIM BIOTECHNOLOGIES, INC.
(A Development Stage Company)
Consolidated Balance Sheets
June 30, 2014 and December 31, 2013

    June 30, 2014 December 31, 2013
    (unaudited) (unaudited)
       
       
       
ASSETS    
       
Current assets:    
 Cash$4,838$127
 License fee receivable - 11,000
 Allowance for doubtful accounts - (8,000)
  Total current assets 4,838 3,127
       
Other assets:    
 Intangible asset - net - 53,696
  Total other assets - 53,696
       
TOTAL ASSETS$4,838$56,823
       
LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)    
       
Current liabilities:    
 Accounts payable and accrued liabilities$-$52,988
 Due to shareholder 5,000 45,002
 Convertible shareholder loan 50,000 50,000
 Royalty fee payable - 2,750
  Total current liabilities 55,000 150,740
       
       
STOCKHOLDERS'  EQUITY (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 107,841 11,700
 Accumulated (deficit) during development stage (161,403) (109,017)
       
TOTAL STOCKHOLDERS'  EQUITY (DEFICIT) (50,162) (93,917)
       
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)
       
     
See accompanying notes to unaudited financial statements
-F2-


 
 
AXIM BIOTECHNOLOGIES, INC.
( A Development Stage Company)
Consolidated Statement of Operations

              For the period from 
              November 18, 2010 
  For the  For the  For the  For the  (Date of Inception) 
  Three Months Ended  Three Months Ended  Six Months Ended  Six Months Ended  Through 
  June 30, 2014  June 30, 2013  June 30, 2014  June 30, 2013  June 30, 2014 
  (unaudited)  (unaudited)  (unaudited)  (unaudited)  (unaudited) 
                
Revenues:               
Sales $7,500  $10,834  $10,000  $21,667  $85,050 
Total revenues  7,500   10,834   10,000   21,667   85,050 
                     
Operating Expenses:                    
General and administrative  52,265   40,627   62,386   57,278   246,453 
Total operating expenses  52,265   40,627   62,386   57,278   246,453 
                     
Loss from operations  (44,765)  (33,128)  (62,386)  (35,611)  (246,453)
                     
Other Income and Expense                    
Realized (loss) gain                    
Interest income                    
Interest expense                    
   0   0   0   0   0 
                     
                     
NET LOSS $(44,765) $(22,294) $(52,386) $(35,611) $(161,403)
                     
Basic loss per common share $(0.00) $(0.00) $(0.00) $(0.00) $(0.00)
Diluted loss per common share $(0.00) $(0.00) $(0.00) $(0.00) $(0.00)
                     
 Weighted average common shares outstanding - Basic  $33,000,000    $33,000,000    33,000,000    33,000,000    33,000,000  
 Weighted average common shares outstanding - Diluted  $33,000,000    $33,000,000    33,000,000    33,000,000    33,000,000  

See accompanying notes to unaudited financial statements
-F3-

 
 
 


 
AXIM INTERNATIONAL, INC.
- INDEX -
PART I – FINANCIAL INFORMATION:AXIM BIOTECHNOLOGIES, INC.
 Page(A Development Stage Company)
 
Item 1.Financial Statements:
Condensed Balance Sheets asConsolidated Statement of March 31, 2014 and December 31, 2013 (Unaudited)5
Condensed Statements of Operations for the Three Month Periods Ended March 31, 2014 and 2013 (Unaudited)6
Statements of Cash Flows for the Three Month Periods Ended March 31, 2014 and 2013 (Unaudited)7
Notes to Condensed Financial Statements (Unaudited)8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations10
Item 3.Quantitative and Qualitative Disclosures About Market Risk12
Item 4.Controls and Procedures12
PART II – OTHER INFORMATION:
Item 1.Legal Proceedings13
Item 1A.Risk Factors13
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds13
Item 3.Defaults Upon Senior Securities13
Item 4.Removed and Reserved13
Item 5.Other Information13
Item 6.Exhibits14
Signatures15Stockholders' Deficit
 
 
             Accumulated
             Deficit  
             During Total
 Common Stock AdditonalPreferred Stock RetainedDevelopmentStockholders'
 Shares AmountPaid In CapitalShares Amount Deficit Stage Deficit
                
                
Issuance of 20,000,000 shares on December 20, 2010       20,000,000          2,000         1,000,000                100                2,100
                
Net loss for the period January 1, 2010              
  through December 31, 2010                     (2,932)           (2,932)           (2,932)
                
Balance at December 31, 2010       20,000,000 $         2,000 $                   - $      1,000,000 $               100 $           (2,932) $          (2,932)             (832)
                
                
Issuance of 13,000,000 shares on September 30, 2011       13,000,000          1,300            11,700                  13,000
                
Net loss for the period January 1, 2011              
  through December 31, 2011                      -                 -  -                    -                    -            (1,962)           (1,962)           (1,962)
                
Balance at December 31, 2011       33,000,000 $         3,300 $           11,700 $      1,000,000 $               100 $           (4,894) $          (4,894)          10,206
                
                
Net loss for the period January 1, 2012              
  through December 31, 2012                      -                 -  -                    -                    -          (14,904)         (14,904)         (14,904)
                
Balance at December 31, 2012       33,000,000 $         3,300 $           11,700 $      1,000,000 $               100 $         (19,798) $        (19,798)           (4,698)
                
                
Net loss for the period January 1, 2013              
  through December 31, 2013                      -                 -  -                    -                    -          (89,219)         (89,219)         (89,219)
                
Balance at December 31, 2013       33,000,000 $         3,300 $           11,700 $      1,000,000 $               100 $       (109,017) $      (109,017)         (93,917)
                
                
Net loss for the period January 1, 2014              
  through June 30, 2014                      -                 -            96,141                    -                    -          (52,386)         (52,386)          43,755
                
Balance at June 30, 2014       33,000,000 $         3,300 $         107,841 $      1,000,000 $               100 $       (161,403) $      (161,403)         (50,162)
                
See accompanying notes to unaudited financial statements
-F4-


AXIM BIOTECHNOLOGIES, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
       For the period from
       November 18, 2010
   For the For the (Date of Inception)
   Six Months EndedSix Months EndedThrough
   June 30, 2014 June 30, 2013 June 30, 2014
   (unaudited) (unaudited) (unaudited)
        
CASH FLOWS FROM OPERATING ACTIVITIES      
 Net loss$(52,386)$(35,611)$(161,403)
 Adjustments to reconcile net loss to net cash      
   (used in) operating activities:      
   Bad Debts                      1,000                               8,000
   Amortization of intangible assets                       1,593 - 17,897
   Impairment of intangible assets 52,103 - 82,103
   Share issuance for organization expense - - 2,100
   Decrease (increase) in license fee receivable and other assets, net 2,000                       5,000 (8,000)
   (Decrease) Increase in accounts payable and accrued expenses(4,599) 11,628 48,389
   Increase in royalty fee payable -   - 2,750
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES(289) (18,983) (8,164)
        
CASH FLOWS FROM INVESTING ACTIVITIES      
   Acquisition of license - - (100,000)
NET CASH USED IN INVESTING ACTIVITIES 0 0 (100,000)
        
        
CASH FLOWS FROM FINANCING ACTIVITIES      
   Issuance of Common Stock for Cash - - 13,000
 
  Proceeds from Shareholder      
 5,000 - 50,002
   Proceeds from convertible shareholder loan -   50,000
   5,000  -                    113,002
        
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES0 0 113,002
        
NET CHANGE IN CASH 4,711 (18,983) 4,838
        
CASH BALANCES      
   Beginning of period 127 19,128 -
   End of period$4,838$145$4,838
        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
     CASH PAID DURING THE YEAR FOR:      
   Interest$-$-$-
   Income taxes$-$-$-
        
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS:    
   Settlement of Debt$96,141$-$96,141-
        
See accompanying notes to unaudited financial statements
-F5-


 
 
 



PART I – FINANCIAL INFORMATION

.

AXIM INTERNATIONAL, INC.


FINANCIAL STATEMENTS

MARCH 31, 2014


AXIM INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Unaudited)

 
 
 
March 31, 2014
 
 
December 31, 2013
 
ASSETS  
   
Current Assets  
    Cash$               -127
    License fee receivable-11,000
    Less:  Allowance for doubtful accounts-(8,000)
Total Current Assets-3,127
   
Other Asset  
Intangible asset – License, net52,10353,696
   
TOTAL ASSETS$      52,103$      56,823
   
LIABILITIES AND SHAREHOLDERS' DEFICIT  
   
Current Liabilities  
Accounts payable and accrued expenses$               -$      52,988
 Due to shareholder-45,002
Convertible shareholder loan50,00050,000
Royalty fees payable-2,750
Deferred revenue7,500-
   
Total current liabilities57,500150,740
   
Commitments  
   
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 value107,84111,700
Deficit accumulated during the development stage(116,638)(109,017)
   
Total shareholders' deficit(5,397)(93,917)
   
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT$    52,103$    56,823

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

-F1- 



AXIM INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2014 AND 2013
(Unaudited)

 
 
 
 
Three Month Periods Ended March 31,
 
For the Period
November 18, 2010 (Date of Inception) to March 31,
 201420132014
    
Revenues$   2,500$     10,833$       77,500
    
General and administrative expenses10,12116,650194,138
    
Net income (loss)$ (7,621)$  (5,817)$   (116,638)
    
Loss per common share – basic and diluted$                  -$            -$                  -
    
Weighted average number of common shares    outstanding
 
33,000,000
 
33,000,000
 



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

-F2- 


AXIM INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS PERIODS ENDED MARCH 31, 2014 AND 2013
(Unaudited)

 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
2013
 
For the Period
November 18, 2010 (Date of Inception) to March 31, 2014
    
CASH FLOWS FROM OPERATING ACTIVITIES   
    
  Net loss$  (7,621)$  (5,817)$ (116,638)
  Adjustments to reconcile net loss to net cash consumed by
      operating activities:
   
  Charges not requiring the outlay of cash:
   
  Increase in allowance for doubtful accounts1,000-9,000
  Amortization of intangible asset1,5932,50017,897
  Impairment of intangible assets--30,000
  Share issuance for organization expense--2,100
Changes in assets and liabilities:   
  Decrease (increase) in license fee receivable(4,000)-(15,000)
  Increase in accounts payable and accrued expenses1,4019,00054,389
  Increase in royalty fees payable-4502,750
  Increase (decrease) in deferred revenue7,500(10,833)7,500
    
    
  Net cash provided (consumed) by operating activities
(127)(4,700)(8,002)
    
CASH FLOWS FROM INVESTING ACTIVITES   
  Acquisition of license--(100,000)
    
  Net cash consumed by investing activities--(100,000)
    
CASH FLOWS FROM FINANCING ACTIVITIES   
  Proceeds from the issuance of common shares--13,000
  Proceeds from shareholder loan--45,002
  Proceeds from convertible shareholder loan--50,000
    
  Net cash provided by financing activities
--108,002
    
Net change in cash(127)(4,700)-
    
Cash, at beginning of period12719,128-
Cash, at end of period$              -$ 14,428$        -


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

-F3-
AXIM INTERNATIONAL,AXIMM BIOTECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31,JUNE 30, 2014
(unaudited)


NOTE 1:  BASIS OF PRESENTATION:

The unaudited interim financial statements of Axim International,AXIM Biotechnologies, Inc. as of March 31,June 30, 2014, and for the three month and six periods ended March 31,June 30, 2014 and 2013, 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 threesix month period ended March 31,June 30, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.

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, 2013.

NOTE 2:  SALECHANGE OF BUSINESSCONTROL

Two new Ownersowners purchased most of the Company common stock and all of the preferred stock on March 21, 2014.  As a part of that sale specified receivables, payables and accrued expenses were consolidated and transferred to a third party related to the purchasers.party.  Because the “Debt Settlement Agreement” was a part of the stock transfer agreement the net assigned debt was credited to paid in capital.  This was done with the consent of all creditors.

Settlement of debt at point of sale: 
    Accounts payable(54,389)
    Royalty payable(2,750)
    Shareholder loan(45,002)
    Allowance for doubtful accounts(9,000)
    License fee receivable15,000
    Paid in capital96,141

The convertible loan in the amount of $50,000 was also transferred and remains outstanding. 

NOTE 3:  RELATED PARTY TRANSACTIONS

From inception to March 31,June 30, 2014, the Company'sCompany president advanced a total of $ 45,002 to fund working capital needs. That amount was settled as a part of the “Debt Settlement Agreement.”

Effective November 26, 2012, the Company entered into a separate Convertible Loan Agreement with its President, under which it borrowed $50,000.  This loan$50,000, and 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 March 31, 2013,June 30, 2014 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. The Convertible Loan was transferred to a party relatedthird party.

On May 21, 2014, the Company President advanced an additional $5,000 to the purchasersCompany to fund working capital needs.  This brings the total amount due to shareholder to $55,000 as noted above.of June 30, 2014, including convertible loan.






AXIM INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2014
(unaudited)


 
NOTE 4.    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 $ 57,500,161,403, 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.

NOTE 5.  SUBSEQUENT EVENTS

On May 6, 2014, the Public Company Accounting Oversight Board entered an order against the Company’s primary auditor, Robert G. Jeffrey, CPA baring him from being an associated person of a registered public accounting firm.  Accordingly, effective May 14, 2014, the Company received notice from Jeffrey & Company that it had resigned as the Company’s primary auditor.  Effective May 16, 2014, the Company’s Board of Directors, approved Michael F. Albanese, 18 Lisa Court, Parsippany, New Jersey 07054, Telephone Number:  (973) 887-8124, as the Company’s primary auditor.




-F4--F6-

 
 
 

 
 
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,AXIM Biotechnologies, 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, as AXIM International, Inc. (Inception) and maintain.  On July 24, 2014, we changed our name to AXIM Biotechnologies, Inc. to better reflect our business operations.  Our principal executive office is located at 18 EEast 50th StStreet, 5th Floor, New York, NY 10022.   Since inception,In early 2014, we have been engaged in organizational effortsdiscontinued our organic waste marketable by-product business to focus on our anticipated new business to become an innovative biotechnology company working on the treatment of pain, spasticity, anxiety 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 10other medical disorders 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 processingapplication 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 June 30, 2013.  Subsequent to June 30, 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 June 30, 2013.  Upon purchasing the APS200 system, we are subject to a royalty of 3% on licensee fees receivedcannabinoids based products as well as focusing on gross sales from by-product sales generated from the APS200 system. The Agreement was an arms-length transaction.research, development and production of pharmaceutical, nutriceutical and cosmetic products as well as procurement of genetically and nano-controlled active ingredients.

Currently, with extensions, we are under an obligationGoing forward, the Company’s board of directors intends to purchase an APS200 system from Omega for $500,000 before December 31, 2014 or our rights and obligations underbroaden the original agreement will expire.

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.  With extensions Alpha has until December 31, 2014 to advance funding in the amount of $260,000 or their rights and obligations under the agreement will expire.

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 territorycurrent operations of the Bahamas, Dominican Republic, St., Thomas, St. Maarten,Company to include pharmaceutical products, manufacturing facilities, genetically controlled botanical products, extraction and Grenada (“Additional Territories”) for 20 years.  We acquiredpurification of biomaterials technologies.  These activities are anticipated to include 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.following:

With the exception of establishing joint venture operations with Alpha, during
-
Supporting a clinical trial at the Free University of Amsterdam, The Netherlands in collaboration with the University of Plymouth, GB for a novel (patent pending) delivery form of cannabinoids for treatment of pain and spasticity in patients with multiple sclerosis.   The anticipated duration of the trials prior to FDA/ EMA registration is 24 months.
-
Conducting research trials of a novel delivery mechanism (patent pending) for treatment of patients with ADHD.
-
Development of novel pharmaceutical and nutriceutical formulations including smoking cessation, cannabinoid based preparation.
-
Contracting with Syncom BV, The Netherlands for provision of intellectual property for extraction, concentration and freeze-drying technology of active pharmaceutical ingredients based on cannabinoids.  The anticipated duration of the trials is 4 months.
-
A land purchase in the city of Almere, in the province of Flevoland, The Netherlands for building of a state of the art extraction facility as well as a factory for pharmaceutical and nutriceutical preparations. 
-
Importation from Italy, Spain and other reputable producers of pharmaceutical grade hemp oil to Europe and North America.
-
Acquisition of  a phytopharmaceutical company with extensive list of IP (intellectual property) from Spain.
-Development of sustainable biofuel compositions derived from industrial hemp by-products.
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. As of the date of the period covered by this report, we have nolimited 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,advances; however there is no assurance of additional funding being available.

Change of Control and Changes to Our Business

On March 17, 2014, our former majority stockholder and former director the Company, entered into a stock purchase agreement with Sanammad Foundation and Medical Marijuana, Inc. our current majority stockholders.  Pursuant to the agreements, both Sanammad Foundation and Medical Marijuana, Inc. acquired 14,943,650 shares of common stock each representing approximately 91% of our voting common stock.  In addition, pursuant to the agreements, both Sanammad Foundation and Medical Marijuana, Inc. acquired 500,000 shares of preferred stock each.  Each share of preferred stock has 100 votes.

The signing of the stock purchase agreements and the transactions contemplated thereby resulted in a change of control of the Company.

Our current business plan is to begin focus on the treatment of pain and other medical disorders with the application of legal chewing gum based cannabis/cannabinoids medical products and to phase out our current operations.

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 $ 26,000.

Other consulting fees12,000
Audit and accounting10,000
Miscellaneous4,000
  
Total$     26,000


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. These loans may include terms that may be highly dilutive to existing shareholders

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.

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 the option of the lender any time after February 28, 2013.  The loan is convertible at $ 0.10 per share.   This Convertible Loan Agreement was transferred commensurate with the sale of the Company to a third party related to the acquirer.




Results of Operations

Comparison of the six months and three months ended June 30, 2014 to June 30, 2013

For the threesix month periods ended March 31,June 30, 2014 and 2013, our revenues totaled $ 2,500$10,000 and $10,833$21,667 consisting solely of sub license and extension fees received and recoverable from Alpha.  License and license extension fees received are recognized ratably over the period covered.

Our expenses for the threesix periods March 31, 201ending June 30, 2014 and 2013 are as follows:

 Three month Period Ended March 31, 2014Three Month Period Ended March 31, 2013 Six month Period Ended June 30, 2014Six Month Period Ended June 30, 2013
  
Legal& Other fees$ 4,000$ 3,4742,597$ 22,581
Audit1,9404,00006,450
Filing fees1,3573,2024,8622,250
Office2312,4242317,761
Amortization1,5932,5001,5935,000
Rent06000900
Royalty fees04500450
Allowance for bad debts1,00001,0007,500
Impairment52,1030
Total$ 10,121$ 16,650$ 62,386$ 57,278

For the three month period ended March 31, 2013,June 30, 2014, legal, office, filing fees, and rent expense relate to costs incurred as per our contract with Browngate.   This contract was cancelled in May of 2013.  During the current quarter expenses are charged as incurred.  Current costs have been lower than in the prior year.

For the three month periods ended June 30, 2014 and June 30, 2013 our revenues totaled $7,500 and $10,834 consisting solely of sub license and extension fees received and recoverable from Alpha.  License and license extension fees are recognized over the period covered.  Expenses for the three periods ending June 30, 2014 and 2013 are$52,265 and $40,627.  Impairment of Intangible Assets accounted for $52,103 of the total expenses for the three month period ended June 30, 2014.  The three month period ended June 30, 2013 consisted of general and administrative expenses.

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.

Subsequent Events

On May 6, 2014, the Public Company Accounting Oversight Board entered an order against the Company’s primary auditor, Robert G. Jeffrey, CPA baring him from being an associated person of a registered public accounting firm.  Accordingly, effective May 14, 2014, the Company received notice from Jeffrey & Company that it had resigned as the Company’s primary auditor.  Effective May 16, 2014, the Company’s Board of Directors, approved Michael F. Albanese, 18 Lisa Court, Parsippany, New Jersey 07054, Telephone Number:  (973) 887-8124, as the Company’s primary auditor.

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 March 31,June 30, 2014, 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 March 31, 2013June 30, 2014 that have materially affected or are reasonably likely to materially affect our internal controls.

 
PART II — OTHER INFORMATION

Item 1.  Legal Proceedings.

ThereWe are presently no material pendingnot a party to any legal proceedings subject 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.this Item Number.

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.Mine Safety Disclosures.

Not applicable

Item 5.  Other Information.

None.



Item 6.  Exhibits.

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

Ex. #Description
  
*3.1Certificate of Incorporation, as filed with the Nevada Secretary of State on November 19, 2010.
*3.2By-laws
3.3Certificate of Amendment, as filed with the Nevada Secretary of  State on July 24, 2014.
31.1Certification 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, 2013.2014.
32.1Certification 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. 
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL 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.

 


 


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,BIOTECHNOLOGIES, INC.
   
Dated:  May19,August 14, 2014By:/s/ Dr. George Anastassov[Missing Graphic Reference]
  Dr. George Anastassov
  
President and Director
Principal Executive Officer
Principal Financial Officer