Attached files
| file | filename |
|---|---|
| EX-31.1 - EXH311 - Axius Inc. | exh31_1.htm |
| EX-32.1 - EXH321 - Axius Inc. | exh32_1.htm |
| EX-31.2 - EXH312 - Axius Inc. | exh31_2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
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[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended October 31,
2009
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[ ]
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
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For
the transition period from _________ to ________
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Commission
file number: 333-147276
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Axius, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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N/A
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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128
Seagull Ave. Baybreeze Exec Village
Taguig City, Philippines
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________
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: 63 922
8480789
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Securities
registered under Section 12(b) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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none
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not applicable
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Securities
registered under Section 12(g) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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none
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not applicable
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[X] No
[ ]
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 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 Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ] No
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. 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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No
[ ]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 2,150,000 as of December 10,
2009.
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Page
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PART I
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PART II
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Item
6.
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Selected
Financial Data
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PART III
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PART I
Item 1. Business
We were
incorporated on September 18, 2007, in the State of Nevada for the purpose of
developing, manufacturing, and selling wind and solar powered boilers
specifically for use as heating systems.
Business
of Company
We are
engaged in the business of developing, manufacturing, and selling wind and solar
powered boilers specifically for use as energy-efficient heating systems (our
"Product"). Our Product consists of three main components: a wind generator, a
solar generator, and an electric boiler. The wind generator can be used
autonomously to power our electric boiler or in parallel with the solar
generator to power the electric boiler. We are currently early in the process of
designing and developing our wind and solar powered boiler at our operations
office in the Philippines. Our Product is not yet ready for commercial sale.
When we are satisfied that our Product will compete effectively in the Asian
Boiler Industry by being the most efficient in terms of heating capability and
energy usage, we will begin the manufacture and distribution of the Product to
home improvement merchants throughout Asia.
Boilers
A boiler
is a closed vessel in which water or other fluid is heated under pressure. The
heated or vaporized fluid exits the boiler for use in various processes or
heating applications. Construction of boilers is mainly limited to carbon steel,
stainless steel, and cast iron. The source of heat for a boiler is usually
combustion of any of several fuels, such as wood, coal, oil, or natural gas.
Electric boilers use resistance or immersion type heating elements to heat the
water to a useful temperature.
The goal
of a boiler is to make the heat flow as completely as possible from the heat
source to the water. Most boilers heat water until it boils, and then the steam
is used at saturation temperature (i.e., saturated steam). Superheated steam
boilers boil the water and then further heat the steam in a superheater. Some
superheaters are radiant type (absorb heat by radiation), others are convection
type (absorb heat via a fluid i.e. gas) and some are a combination of the two.
So whether by convection or radiation the extreme heat in the boiler
furnace/flue gas path will also heat the superheater steam piping and the steam
within as well. It is important to note that while the temperature of the steam
in the superheater is raised, the pressure of the steam is not. The process of
superheating steam is most importantly designed to remove all moisture content
from the steam to prevent damage to the turbine blading and/or associated
piping.
Hydronic
boilers are typically used in generating heat for residential uses. They are the
typical power plant for central heating systems fitted to houses in northern
Europe (where they are commonly combined with domestic water heating), as
opposed to the forced-air furnaces or wood burning stoves more common in North
America. The hydronic boiler operates by way of heating water/fluid to a preset
temperature (or sometimes in the case of single pipe systems, until it boils and
turns to steam) and circulating that fluid or steam throughout the home by way
of radiators, baseboard heaters or through the floors. The fluid can be heated
by any means, but in built-up areas where piped gas is available, natural gas is
currently the most economical and therefore the common choice. The fluid is in
an enclosed system and circulated throughout by means of a motorized pump. Most
modern systems are fitted with condensing boilers for greater
efficiency.
Most
boilers now depend on mechanical draft equipment rather than natural draft. This
is because natural draft is subject to outside air conditions and temperature of
flue gases leaving the furnace, as well as the chimney height. All these factors
make proper draft hard to attain and therefore make mechanical draft equipment
much more economical.
There are
three types of mechanical draft:
Induced
draft: This is obtained one of three ways, the first being the "stack
effect" of a heated chimney, in which the flue gas is less dense than the
ambient air surrounding the boiler. The more dense column of ambient air forces
combustion air into and through the boiler. The second method is through use of
a steam jet. The steam jet oriented in the direction of flue gas flow induces
flue gasses into the stack and allows for a greater flue gas velocity increasing
the overall draft in the furnace. This method was common on steam driven
locomotives which could not have tall chimneys. The third method is by simply
using an induced draft fan (ID fan) which sucks flue gases out of the furnace
and up the stack. Almost all induced draft furnaces have a negative
pressure.
Forced
draft: Draft is obtained by forcing air into the furnace by means of a
fan (FD fan) and ductwork. Air is often passed through an air heater; which, as
the name suggests, heats the air going into the furnace in order to increase the
overall efficiency of the boiler. Dampers are used to control the quantity of
air admitted to the furnace. Forced draft furnaces usually have a positive
pressure.
Balanced
draft: Balanced draft is obtained through use of both induced and forced
draft. This is more common with larger boilers where the flue gases have to
travel a long distance through many boiler passes. The induced draft fan works
in conjunction with the forced draft fan allowing the furnace pressure to be
maintained slightly below atmospheric.
Wind
Power
Wind
power is most often captured by converting the rotation of turbine blades into
electrical current by means of an electrical generator. Wind energy is
plentiful, renewable, widely distributed, clean, and reduces toxic atmospheric
and greenhouse gas emissions if used to replace fossil-fuel-derived electricity.
The intermittency of wind seldom creates problems when using wind power at low
to moderate penetration levels. There is an estimated 50 to 100 times more wind
energy than plant biomass energy available on Earth. Most of this wind energy
can be found at high altitudes where continuous wind speeds of over 160 km/h
(100 mph) occur.
The power
in the wind can be extracted by allowing it to blow past moving wings that exert
torque on a rotor. The amount of power transferred is directly proportional to
the density of the air, the area swept out by the rotor, and the cube of the
wind speed. The mass flow of air that travels through the swept area of a wind
turbine varies with the wind speed and air density. Because so much power is
generated by higher wind speed, much of the average power available to a
windmill comes in short bursts. As a general rule, wind generators are practical
where the average wind speed is 10 mph (16 km/h or 4.5 m/s) or greater. An ideal
location would have a near constant flow of non-turbulent wind throughout the
year and would not suffer too many sudden powerful bursts of wind. An important
turbine siting factor is access to local demand or transmission capacity. The
wind blows faster at higher altitudes because of the reduced influence of drag
of the surface (sea or land) and the reduced viscosity of the air. The increase
in velocity with altitude is most dramatic near the surface and is affected by
topography, surface roughness, and upwind obstacles such as trees or buildings.
As the wind turbine extracts energy from the air flow, the air is slowed down,
which causes it to spread out and divert around the wind turbine to some extent.
Betz' law states that a wind turbine can extract at most 59% of the energy that
would otherwise flow through the turbine's cross section. The Betz limit applies
regardless of the design of the turbine. Intermittency and the non-dispatchable
nature of wind energy production can raise costs for regulation, incremental
operating reserve, and (at high penetration levels) could require demand-side
management or storage solutions.
Wind
Power Industry
Apart
from regulatory issues and externalities, decisions to invest in wind energy
also depend on the cost of alternative sources of energy. Natural gas, oil and
coal prices, the main production technologies with significant fuel costs, are
often determinants in the choice of the level of wind energy. Electricity
generated from wind power can be highly variable at several different
timescales: from hour to hour, daily, and seasonally. Annual variation also
exists, but is not as significant.
China,
which gets two-thirds of its power from coal, is also trying to cut pollution,
adding almost 500 megawatts ("MW") of wind energy capacity in 2005 - a jump of
66 percent to 1,260 MW, according to the Global Wind Energy Council. China has a
wind power target of 5,000 MW of wind capacity by 2010 and a goal of 30,000 MW
by 2020. That is making the market in China more attractive than countries like
Australia, where investments in wind projects have slowed as government targets
for renewable energy use are reached. In China, the renewable power market still
favors local companies over foreign ones. Led by China and India, the Asia
Pacific wind market will contribute a nearly a quarter of world MW added by
2010, emerging as a key global wind power region.
The
Philippines have the highest wind energy potential among Southeast Asian
countries. Within the next decade, the Philippines therefore hope to become the
leading wind power producer in Southeast Asia. However, growth is very slow due
to the absence of established national policies to allow a massive uptake of
wind energy. However, the Philippine government has started working on improving
the promotion of renewable energy on the islands.
Solar
Power
Solar
power (also known as solar energy) is a source of power that uses energy from
the sun. The term solar energy is used more specifically to describe the
utilization of this energy through human endeavor. Solar energy also broadly
describes technologies that utilize sunlight. Modern solar technologies continue
to harness the sun to provide water heating, day lighting and even flight. The
term solar power specifically describes technologies that convert sunlight into
electricity or mechanical power. At present, photovoltaic panels (“PVs”)
typically convert about 15% of incident sunlight into electricity.
A solar
cell or photovoltaic cell is a device that converts light into electricity using
the photovoltaic effect. Until recently, their use has been limited because of
high manufacturing costs. They are now useful for various functions, including
limited "off grid" home power applications. Solar panels produce more power
during summer months because they receive more sunlight. Photovoltaic (“PV”)
technology involves the generation of electricity from light. The key to this
process is the use of a semiconductor material which can be adapted to release
electrons, the negatively charged particles that form the basis of electricity.
The most common semiconductor material used in photovoltaic cells is silicon, an
element most commonly found in sand. All PV cells have at least two layers of
such semiconductors, one positively charged and one negatively charged. When
light shines on the semiconductor, the electric field across the junction
between these two layers causes electricity to flow, and the greater the
intensity of the light, the greater the flow of electricity. A photovoltaic
system does not therefore need bright sunlight in order to operate, and can
generate electricity even on cloudy days.
The most
important parts of a PV system are the cells which form the basic building
blocks, the modules which bring together large numbers of cells into a unit,
and, in some situations, the inverters used to convert the electricity generated
into a form suitable for everyday use.
There is
more than enough solar radiation available all over the world to satisfy a
vastly increased demand for solar power systems. The sunlight which reaches the
earth’s surface is enough to provide 2,850 times as much energy as we can
currently use. On a global average, each square meter of land is exposed to
enough sunlight to produce 1,700 kWh of power every year.
Solar
Power Industry
The
economic advantage of conventional heating fuels has varied over time, resulting
in periodic interest in solar hot water. The recent price spikes and erratic
availability of conventional fuels is renewing interest in solar heating
technologies. As of 2005, the total installed capacity of solar hot water
systems is 88 GWth and growth is 14% per year. China is the world leader in the
deployment of solar hot water systems with 80% of the market.
Declining
manufacturing costs (dropping at 3 to 5% a year in recent years) are expanding
the range of cost-effective uses. The average lowest retail cost of a large
photovoltaic array declined from $7.50 to $4 per watt between 1990 and 2005.
With many jurisdictions now giving tax and rebate incentives, solar electric
power can now pay for itself in five to ten years in many places.
"Grid-connected" systems - those systems that use an inverter to connect to the
utility grid instead of relying on batteries - now make up the largest part of
the market.
In 2003,
worldwide production of solar cells increased by 32%. Between 2000 and 2004, the
increase in worldwide solar energy capacity was an annualized 60%. 2005 was
expected to see large growth again, but shortages of refined silicon have been
hampering production worldwide since late 2004. Analysts have predicted similar
supply problems for 2006 and 2007, which may impact the price of PVs, and
consequently, of our Product.
Boiler
Industry
According
to a May 2006 report by Building Services Research and Information Association
("BSRIA"), the total world domestic boiler market was estimated at US$10.9
billion and 10.46 million units in 2005 and expected to grow at a moderate rate
over the next few years. The UK is still the biggest market in both value and
volume terms, followed by South Korea and Italy. Growth rates vary significantly
between countries, with smaller markets generally offering higher growth
potential. China is expected to grow at a rate of almost 7% a year. The relation
of the individual market segments is going to change over the forecast
period.
Supply
Structure:
- The
domestic boiler market is highly regionalized with the major players generally
only strong in their home continent. China is an exception because leading
European brands such as Bosch, Buderus and Viessmann hold significant market
shares there.
- Wall
hung units are dominated by some nine major companies, although there are many
more significant brands used by these companies in individual
countries.
- Other
markets such as the floor standing gas atmospheric and oil/gas pressure jet have
become progressively more localized.
- The
Asian market has many large domestic boiler manufacturers, who have a
significant share of the market in their home country. The exception is Rinnai
(Japan and China) and Kyungdong (Korea and China), who hold significant shares
in dual markets.
Continued
increases in energy costs and consumer demand for improved thermal comfort have
spurred the development of gas-fired condensing boilers, according to the April
2007 issue of Appliance Magazine. However, due to their complexity and high
initial equipment costs, boiler OEMs are faced with a limited customer base
unless they can meet the challenge of manufacturing a smaller, lower cost system
that can be marketed to more consumers. One key component toward this goal would
be a smaller, quieter, more reliable premix gas blower manufactured at a reduced
cost. The next generation of premix gas blowers will provide boiler
manufacturers with improved performance, reliability and cost savings that can
lead to a more affordable high-efficiency heating system for all
consumers.
Our
Product
Asia's
rising demand for renewable and environmentally friendly energy sources in the
face of the rising cost of electricity combined with the projected expansion of
the Asian Boiler Industry has resulted in what we anticipate will be a highly
receptive potential market for our Product. Our Product consists of three main
components: a wind generator, a solar generator, and an electric boiler. The
wind generator can be used autonomously or in parallel with the solar generator
to power our electric boiler. We are currently early in the process of designing
and developing our wind and solar-powered boiler at our operations office in the
Philippines. All of the raw materials related to the wind/solar powered boiler
are available through the public marketplace.
Our
Product is being designed to be installed in individual homes and apartment
buildings, initially in China, and later in other Asian countries. The boiler
will use electric-powered heating coils inside a container filled with a
thermally conductive medium, such as water, oil, or gas, to heat the medium to
high temperatures. The heated medium will then be transported throughout the
building via pipes within the walls or floor. Heat will radiate from the pipes
into the living space to provide a comfortable temperature for the
occupants.
The
electricity to run the boiler will be generated by a windmill and a solar panel
installed on the top of the building. The use of both alternative power sources
reduces the risk that there will not be enough electricity generated to power
the boiler. In most developed areas, other sources of electricity will kick in
if there is no wind or sun to generate electricity, but in less-developed areas,
there may be no other source of electricity available.
The
diagram below shows how our Product will work to generate heat and hot water for
a house or other residential building:
Our
Product works as follows: The solar panels (1) collect sun rays and convert the
thermal energy into electricity through PVs. At the same time, the windmill (2)
is collecting wind power and converting the mechanical energy into electricity
through an internal generator. The electricity is transmitted via electrical
lines (3) to the boiler and powers heating coils (4) inside the boiler (5) that
raise the temperature of the heating medium. The heated medium is then
transmitted through pipes (6) that run throughout the building. Heat radiates
from the pipes to raise the air temperature of the building. Future versions of
our Product may include water conduits (7) that run through the boiler, so that
the thermal energy in the boiler can be utilized to generate hot water for
household uses.
Competition
We face
some competition in the Boiler Market. We compete with a number of established
manufacturers, importers and distributors who sell boilers in China. These
companies enjoy brand recognition which exceeds that of our brand name. We
compete with several manufacturers, importers and distributors who have
significantly greater financial, distribution, advertising, and marketing
resources than we do. We compete primarily on the basis of quality, brand name
recognition, and price.
We
believe that our success will depend upon our ability to remain competitive in
our product areas. The failure to compete successfully in the future could
result in a material deterioration of customer loyalty and our image and could
have a material adverse effect on our business.
U.S.-based
water heater and electric motor maker A. O. Smith (Milwaukee, WI) and Spanish
appliance OEM Fagor Electrodomésticos (Arrasate) are planning to form a joint
venture to produce residential wall-hung gas combination boilers in China,
making them a major competitor in the Asian Boiler Market. Fagor-A. O. Smith
(Nanjing) Combi Boiler Co., Ltd. will occupy a facility in Nanjing close to A.
O. Smith's existing water heater operations. The venture will manufacture
"combi" boilers that provide both potable water and space heating for
residential applications. Production will begin in 2008. A. O. Smith Corporation
will invest in the venture, through its wholly owned subsidiary A. O. Smith
(China) Investment Co., with Fagor Electrodomésticos S. Coop., which is one of
Europe's biggest appliance OEMs, with 2006 sales of €1.7 billion (approx. US$2.3
Billion). The Chinese company will initially go to market with products based on
existing Fagor designs, but the partners plan to develop an engineering function
to design and develop new products for the Chinese market. Fagor makes
gas-fueled combi boilers in Spain for a number of global markets. The combi
boilers will be sold by each company's sales organization in China under the A.
O. Smith and Fagor brands. The new company will be a Wholly Owned Foreign
Enterprise under Chinese law.
The
world's largest wind turbine maker, Vestas Wind, and India's Suzian Energy Ltd.
continue to grow their alternative energy businesses in China. Also, many Danish
companies representing a comprehensive range of products and services, covering
everything from consultant design, manufacture, installation and ongoing support
within wind technology, are now bringing their expertise to China.
Intellectual
Property
We intend
to aggressively assert our rights under trade secret, unfair competition,
trademark and copyright laws to protect our intellectual property, including
product formulas, proprietary manufacturing processes and technologies, product
research and concepts, and recognized trademarks. These rights are protected
through the acquisition of patents and trademark registrations, the maintenance
of trade secrets, the development of trade dress, and, where appropriate,
litigation against those who are, in our opinion, infringing these
rights.
We are
currently consulting with law firms to protect our brand name and product
design. While there can be no assurance that registered trademarks will protect
our proprietary information, we intend to assert our intellectual property
rights against any infringer. Although any assertion of our rights can result in
a substantial cost to, and diversion of effort by, our company, management
believes that the protection of our intellectual property rights is a key
component of our operating strategy.
Regulatory
Matters
We are
subject to the laws and regulations of those jurisdictions in which we plan to
sell our product, which are generally applicable to business operations, such as
business licensing requirements, income taxes, and payroll taxes. In general,
the sale of our product in China is not subject to special regulatory and/or
supervisory requirements.
Employees
We have
no other employees other than our officers and directors. Our President and our
Chief Technology Officer are the only employees of the company. They oversee all
responsibilities in the areas of corporate administration, business development
and research. If finances permit, however, we intend to expand our current
management to retain skilled directors, officers and employees with experience
relevant to our business focus. Our current management team is highly skilled in
technical areas such as researching and developing our product, but not skilled
in areas such as marketing our product and business management. Obtaining the
assistance of individuals with an in-depth knowledge of operations and marketing
will allow us to build market share more effectively.
Item 1A. Risk Factors.
A smaller
reporting company is not required to provide the information required by this
Item.
Item 1B. Unresolved Staff Comments
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Properties
We
maintain our corporate office at 50 West Liberty Street, Suite 880, Reno, NV
89501, and our operations office at 128 Seagull Avenue, Baybreeze Executive
Village, Taguig City, Republic of the Philippines.
Item 3. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 4. Submission of Matters to a Vote of
Security Holders
No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended October 31, 2009.
PART II
Item 5. Market for Registrant’s Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “AXIU.”
The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
|
Fiscal
Year Ending October 31, 2009
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Quarter
Ended
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High
$
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Low
$
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||
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October
31, 2009
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N/A
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N/A
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July
31, 2009
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N/A
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N/A
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April
30, 2009
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N/A
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N/A
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January
31, 2009
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N/A
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N/A
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||
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Fiscal
Year Ending October 31, 2008
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||||
|
Quarter
Ended
|
High
$
|
Low
$
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||
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October
31, 2008
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N/A
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N/A
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||
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July
31, 2008
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N/A
|
N/A
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||
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April
30, 2008
|
N/A
|
N/A
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||
|
January
31, 2008
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N/A
|
N/A
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||
Penny
Stock
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
As of
October 31, 2009, we had forty (40) shareholders of record.
Dividends
There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
|
1.
|
we
would not be able to pay our debts as they become due in the usual course
of business, or;
|
|
2.
|
our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
|
We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
Recent
Sales of Unregistered Securities
There
have been no recent sales of unregistered securities.
Securities
Authorized for Issuance under Equity Compensation Plans
We do not
have any equity compensation plans.
Item
6. Selected Financial Data
A smaller
reporting company is not required to provide the information required by this
Item.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
Results
of Operations for the Year Ended October 31, 2008 and Period from September 18,
2007 (Date of Inception) until October 31, 2008
We
generated no revenue for the period from September 18, 2007 (Date of Inception)
until October 31, 2009.
Operating
Expenses during the year ended October 31, 2009 were $10,000, as compared with
$45,000 for the year ended October 31, 2008. Our Operating Expenses for the
period from September 18, 2007 (Date of Inception) to October 31, 2009 were
$59,000. For all periods mentioned, our Operating Expenses consisting entirely
of Professional Fees. We, therefore, recorded a net loss of $10,000 for the year
ended October 31, 2008, as compared with $45,000 for the year ended October 31,
2008, and $59,000 for the period from September 18, 2007 (Date of Inception)
until October 31, 2009.
We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continued development of
our Product and the professional fees associated with our becoming a reporting
company under the Securities Exchange Act of 1934.
Liquidity
and Capital Resources
As of
October 31, 2009, we had total current assets of $0. We had $16,000
in current liabilities as of October 31, 2009. Thus, we had a working capital
deficit of $16,000 as of October 31, 2009.
Operating
activities used $43,000 in cash for the period from September 18, 2007 (Date of
Inception) until October 31, 2009. Our net loss of $59,000 offset by a loan due
to our officer of $16,000 was the sole basis of our negative operating cash
flow. Financing Activities during the period from September 18, 2007 (Date of
Inception) until October 31, 2008 generated $43,000 in cash during the
period.
As of
October 31, 2008, we have insufficient cash to operate our business at the
current level for the next twelve months and insufficient cash to achieve our
business goals. The success of our business plan beyond the next 12 months is
contingent upon us obtaining additional financing. We intend to fund operations
through debt and/or equity financing arrangements, which may be insufficient to
fund our capital expenditures, working capital, or other cash requirements. We
do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at
all.
Going
Concern
We have
negative working capital and have not yet received revenues from sales of
products or services. These factors create substantial doubt about our ability
to continue as a going concern. The financial statements contained herein do not
include any adjustment that might be necessary if we are unable to continue as a
going concern.
Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling our equity
securities and obtaining debt financing to fund out capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.
Off
Balance Sheet Arrangements
As of
October 31, 2009, there were no off balance sheet arrangements.
Recently Issued Accounting
Pronouncements
We do not
expect the adoption of recently issued accounting pronouncements to have a
significant impact on our results of operations, financial position or cash
flow.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 8. Financial Statements and Supplementary
Data
See the
financial statements annexed to this annual report.
Item 9. Changes In and Disagreements with
Accountants on Accounting and Financial
Disclosure
No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending October 31, 2009.
Item
9A(T). Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Disclosure controls
and procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Exchange Act is accumulated and communicated to management,
including our chief executive officer and treasurer, as appropriate to allow
timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of October 31, 2009. Based on their evaluation, they concluded
that our disclosure controls and procedures were effective.
Management
is responsible for establishing and maintaining adequate internal control over
our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act). Our
internal control over financial reporting is a process designed by, or under the
supervision of, our chief executive officer and chief financial officer and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance
with generally accepted accounting principles. Internal control over financial
reporting includes policies and procedures that pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.
Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation
under the criteria established in Internal Control – Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of October 31, 2009.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.
Item
9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
Our
executive officers and directors and their respective ages as of October 1, 2007
are as follows:
|
Name
|
Age
|
Position
Held with the Company
|
|
Geraldine
Gugol
128
Seagull Ave.,
Baybreeze
Exec Village
Taguig
City, Philippines
|
37
|
President,
Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and
Director
|
|
Leilane
E. Macatangay
128
Seagull Ave.,
Baybreeze
Exec Village
Taguig
City, Philippines
|
46
|
Chief
Technology Officer, Director
|
Set forth
below is a brief description of the background and business experience of our
sole executive officer and director.
Geraldine Gugol is our
President, Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and Director.
Geraldine obtained a Bachelor of Science from Central Mindanao University in
1997, and has worked as a Senior Manager for Uni-star Business Systems since
that time.
Leilane E. Macatangay is our
CTO and director. Leilane obtained a Bachelor of Science Degree from Far Eastern
University in 1983. Since that time he has worked as an engineer for Eumac,
Inc.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Significant
Employees
We do not
currently have any significant employees aside from Geraldine Gugol and Leilane
E. Macatangay.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer, or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Committees
of the Board
Our
company currently does not have nominating, compensation or audit committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our directors believe that
it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the board of
directors.
Our
company does not have any defined policy or procedural requirements for
shareholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or shareholders, and make recommendations for election
or appointment.
A
shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President and director, Geraldine
Gugol, at the address appearing on the first page of this annual
report.
Code
of Ethics
As of
October 31, 2009, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
Item 11. Executive Compensation
Summary
Compensation Table
The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended October 31, 2009 and 2008.
|
SUMMARY
COMPENSATION TABLE
|
|||||||||
|
Name
and
principal
position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Geraldine
Gugol
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
2009
2008
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
|
|
Leilane
E. Macatangay, Chief Technology Officer
|
2009
2008
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
|
Narrative
Disclosure to the Summary Compensation Table
We have
not entered into any employment agreement or consulting agreement with our
executive officers. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.
Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future. Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.
Outstanding
Equity Awards at Fiscal Year-End
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of October 31,
2009.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Geraldine
Gugol
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Leilane
E. Macatangay
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Stock
Option Grants
We have
not granted any stock options to the executive officers or directors since our
inception.
Director
Compensation
We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.
We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the year ended October 31,
2009.
Stock
Option Plans
We did
not have a stock option plan as of October 31, 2009.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder
Matters
The
following table sets forth, as of October 31, 2009, certain
information as to shares of our common stock owned by (i) each person known by
us to beneficially own more than 5% of our outstanding common stock, (ii) each
of our directors, and (iii) all of our executive officers and directors as a
group:
|
Name
and Address of Beneficial Owners of Common Stock
|
Title
of Class
|
Amount
and Nature of Beneficial Ownership1
|
%
of Common Stock2
|
|
Geraldine
Gugol
128
Seagull Ave.,
Baybreeze
Exec Village
Taguig
City, Philippines
|
Common
Stock
|
600,000
|
27.9%
|
|
Leilane
E. Macatangay
128
Seagull Ave.,
Baybreeze
Exec Village
Taguig
City, Philippines
|
Common
Stock
|
600,000
|
27.9%
|
|
DIRECTORS
AND OFFICERS – TOTAL
|
1,200,000
|
55.8%
|
|
|
5%
SHAREHOLDERS
|
|||
|
NONE
|
Common
Stock
|
NONE
|
NONE
|
|
|
1.
|
As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition,
for purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such
date.
|
|
|
2.
|
The
percentage shown is based on denominator of 2,150,000 shares of common
stock issued and outstanding for the company as of October 31,
2009.
|
Item 13. Certain Relationships and Related
Transactions, and Director Independence
None of
our directors or executive officers, nor any proposed nominee for election as a
director, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction over the last two
years or in any presently proposed transaction which, in either case, has or
will materially affect us.
Item 14. Principal Accounting Fees and
Services
Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
|
Financial
Statements for the Year Ended October 31
|
Audit
Services
|
Audit
Related Fees
|
Tax
Fees
|
Other
Fees
|
|
2009
|
$9,000
|
-
|
-
|
-
|
|
2008
|
$9,000
|
-
|
-
|
-
|
PART IV
Item 15. Exhibits, Financial Statements
Schedules
Index to
Financial Statements Required by Article 8 of Regulation S-X:
|
Audited
Financial Statements:
|
|
|
F-1
|
Report
of Independent Registered Public Accounting Firm
|
|
F-2
|
Consolidated
BalaBalance Sheets as of October 31, 2009 and
2008;
|
|
F-3
|
Statements
of Operations for the years ended October 31, 2009 and 2008, and the
period from inception to October 31, 2009;
|
|
F-4
|
Statement
of Stockholders’ Equity for period from inception to October 31,
2009;
|
|
F-5
|
Statements
of Cash Flows for the years ended October 31, 2009 and 2008, and the
period from inception to October 31, 2009;
|
|
F-6
|
Notes
to Financial Statements
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation, as amended (1)
|
|
3.2
|
Bylaws,
as amended (1)
|
|
1
|
Incorporated
by reference to the Registration Statement on Form SB-2 filed on November
9, 2007.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Axius,
Inc.
|
By:
|
/s/Geraldine
Gugol
|
|
Geraldine
Gugol
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
|
|
December
14, 2009
|
In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:
|
By:
|
/s/Geraldine
Gugol
|
|
Geraldine
Gugol
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
|
|
December
14, 2009
|
|
By:
|
/s/Leilane
E. Macatangay
|
|
Leilane
E. Macatangay
Chief
Technology Officer and Director
|
|
|
December
14, 2009
|
Maddox Ungar Silberstein,
PLLC CPAs and Business
Advisors
Phone
(248) 203-0080
Fax (248)
281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.maddoxungar.com
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Axius,
Inc.
Taguig
City, Philippines
We have
audited the accompanying balance sheets of Axius, Inc. (a development stage
company) as of October 31, 2009 and 2008 and the related statements of
operations, stockholders’ deficit and cash flows for the periods then ended and
for the period from September 18, 2007 (date of inception) to October 31,
2009. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Axius, Inc. as of October 31, 2009
and 2008, and the results of its operations and cash flows for the periods then
ended and the period from September 18, 2007 (date of inception) to October 31,
2009, in conformity with accounting principles generally accepted in the United
States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has negative working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans
with regard to these matters are described in Note 6. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Maddox Ungar
Silberstein, PLLC
Maddox
Ungar Silberstein, PLLC
Bingham
Farms, Michigan
December
14, 2009
AXIUS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEETS
As
of October 31, 2009 and October 31, 2008
|
October
31,
|
October
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets
|
||||||||
|
Cash
and equivalents
|
$ | -0- | $ | -0- | ||||
|
Prepaid
expenses
|
-0- | -0- | ||||||
|
TOTAL
ASSETS
|
$ | -0- | $ | -0- | ||||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accrued
expenses
|
$ | -0- | $ | 6,000 | ||||
|
Due
to officer
|
16,000 | -0- | ||||||
|
Total
liabilities
|
16,000 | 6,000 | ||||||
|
Stockholders’
Deficit
|
||||||||
|
Common
Stock, $.001 par value, 90,000,000
shares authorized,
2,150,000 shares issued and outstanding
|
2,150 | 2,150 | ||||||
|
Preferred
Stock, $.001 par value, 10,000,000
shares authorized,
-0- shares issued and outstanding
|
-0- | -0- | ||||||
|
Additional
paid-in capital
|
40,850 | 40,850 | ||||||
|
Deficit
accumulated during the development stage
|
(59,000 | ) | (49,000 | ) | ||||
|
Total
stockholders’ deficit
|
(16,000 | ) | (6,000 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | -0- | $ | -0- | ||||
See
accompanying notes to financial statements.
AXIUS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
Years
Ended October 31, 2009 and 2008
Period
from September 18, 2007 (Inception) to October 31, 2009
|
Period
from
|
||||||||||||
|
Year
|
Year
|
September
18, 2007
|
||||||||||
|
Ended
|
Ended
|
(Inception)
to
|
||||||||||
|
October
31,
|
October
31,
|
October
31,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
Revenues
|
$ | -0- | $ | -0- | $ | -0- | ||||||
|
Expenses
:
|
||||||||||||
|
Professional
fees
|
10,000 | 45,000 | 59,000 | |||||||||
|
Net
Loss
|
$ | (10,000 | ) | $ | (45,000 | ) | $ | (59,000 | ) | |||
|
Net
loss per share:
|
||||||||||||
|
Basic
and diluted
|
$ | (0.00 | ) | $ | (0.02 | ) | ||||||
|
Weighted
average shares outstanding:
|
||||||||||||
|
Basic
and diluted
|
2,150,000 | 2,150,000 | ||||||||||
See
accompanying notes to financial statements.
AXIUS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ DEFICIT
Period
from September 18, 2007 (Inception) to October 31, 2009
|
Common
stock
|
Additional
paid-in capital
|
Deficit
accumulated during the development stage
|
Total
|
||||||
|
Shares
|
Amount
|
||||||||
|
Issuance
of common stock
for
cash @$.001
|
2,150,000
|
$ 2,150
|
$ 40,850
|
$ -
|
$ 43,000
|
||||
|
Loss
for the period ended October 31, 2007
|
-
|
-
|
-
|
(4,000)
|
(4,000)
|
||||
|
Balance,
October 31, 2007
|
2,150,000
|
2,150
|
40,850
|
(4,000)
|
39,000
|
||||
|
Net
loss for the year
ended
October 31, 2008
|
-
|
-
|
-
|
(45,000)
|
(45,000)
|
||||
|
Balance,
October 31, 2008
|
2,150,000
|
2,150
|
40,850
|
(49,000)
|
(6,000)
|
||||
|
Net
loss for the year
ended
October 31, 2009
|
-
|
-
|
-
|
(10,000)
|
(10,000)
|
||||
|
Balance,
October 31, 2009
|
2,150,000
|
$ 2,150
|
$ 40,850
|
$ (59,000)
|
$ (16,000)
|
||||
See
accompanying notes to financial statements.
AXIUS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
Years
Ended October 31, 2009 and 2008
Period
from September 18, 2007 (Inception) to October 31, 2009
|
Period
From
|
||||||||||||
|
Year
|
Year
|
September
18, 2007
|
||||||||||
|
Ended
|
Ended
|
(Inception)
to
|
||||||||||
|
October
31,
|
October
31,
|
October
31,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net
loss
|
$ | (10,000 | ) | $ | (45,000 | ) | $ | (59,000 | ) | |||
|
Change
in non-cash working capital items
Prepaid
expenses
|
-0- | 4,000 | -0- | |||||||||
|
Accrued
expenses
|
(6,000 | ) | 6,000 | -0- | ||||||||
|
Due
to officer
|
16,000 | -0- | 16,000 | |||||||||
|
CASH
FLOWS USED BY OPERATING ACTIVITIES
|
-0- | (35,000 | ) | (43,000 | ) | |||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds
from sales of common stock
|
-0- | -0- | 43,000 | |||||||||
|
NET
INCREASE IN CASH
|
-0- | -0- | -0- | |||||||||
|
Cash,
beginning of period
|
-0- | 35,000 | -0- | |||||||||
|
Cash,
end of period
|
$ | -0- | $ | -0- | $ | -0- | ||||||
|
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||||||||||||
|
Interest
paid
|
$ | -0- | $ | -0- | $ | -0- | ||||||
|
Income
taxes paid
|
$ | -0- | $ | -0- | $ | -0- | ||||||
See
accompanying notes to financial statements.
AXIUS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2009
NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
Nature of
Business
Axius,
Inc. (“Axius”) is a development stage company and was incorporated in Nevada on
September 18, 2007. The Company is developing wind and solar powered
boilers specifically for use as energy-efficient heating
systems. Axius operates out of office space owned by a director and
stockholder of the Company. The facilities are provided at no
charge. There can be no assurances that the facilities will continue
to be provided at no charge in the future.
Development
Stage Company
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles applicable to development stage
companies. A development stage company is one in which planned
principal operations have not commenced or if its operations have commenced,
there has been no significant revenues there from.
Cash and
Cash Equivalents
Axius
considers all highly liquid investments with maturities of three months or less
to be cash equivalents. At October 31, 2009 and October 31, 2008 the
Company had $-0- of cash.
Fair
Value of Financial Instruments
Axius’s
financial instruments consist of cash and cash equivalents and an amoutn due to
officer. The carrying amount of these financial instruments approximates fair
value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws. A valuation allowance is provided for the amount
of deferred tax
assets that, based on available evidence, are not expected to be
realized.
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
AXIUS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2009
NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Recent
Accounting Pronouncements
Axius
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE 2 –
PREPAID EXPENSES
Prepaid
expenses at October 31, 2009 and 2008 were $-0-.
NOTE 3 –
ACCRUED EXPENSES
Accrued
expenses at October 31, 2008 consisted of amounts owed to the Company’s outside
independent auditors for services rendered for periods reported on in these
financial statements.
NOTE 4 –
DUE TO OFFICER
The
amount due to officer of $16,000 at October 31, 2009 consisted of amounts owed
to an officer of the Company for amounts advanced to pay for professional
services provided by the Company’s outside independent auditors for services
rendered for periods ending on and prior to October 31, 2009. The amount is
unsecured, due upon demand, and non-interest bearing.
NOTE 5 –
INCOME TAXES
For the
periods ended October 31, 2009, Axius has incurred net losses and, therefore,
has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net
operating loss carry-forward is approximately $59,000 at October 31, 2009, and
will expire beginning in the year 2027.
AXIUS,
INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
October
31, 2009
NOTE 5 –
INCOME TAXES (continued)
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
2009
|
||||
|
Deferred
tax asset attributable to:
|
||||
|
Net
operating loss carryover
|
$ | 20,000 | ||
|
Valuation
allowance
|
(20,000 | ) | ||
|
Net
deferred tax asset
|
$ | - | ||
NOTE 6 –
LIQUIDITY AND GOING CONCERN
Axius has
negative working capital, has incurred losses since inception, and has not yet
received revenues from sales of products or services. These factors
create substantial doubt about the Company’s ability to continue as a going
concern. The financial statements do not include any adjustment that
might be necessary if the Company is unable to continue as a going
concern.
The
ability of Axius to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
NOTE 7 –
SUBSEQUENT EVENTS
The
Company has analyzed its operations subsequent to October 31, 2009 through
December 14, 2009 and has determined that it does not have any material
subsequent events to disclose in these financial statements.