Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Axius Inc. | f10q0411ex32i_axius.htm |
| EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Axius Inc. | f10q0411ex31ii_axius.htm |
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Axius Inc. | f10q0411ex31i_axius.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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x
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended April 30, 2011
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o
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from __________ to __________
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Commission File Number: 000-54400
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Axius Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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27-3574086
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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6A Easa Al Gurg Tower, 6th Floor, Baiyas Road, P.O. Box 186549,
Dubai UAE
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(Address of principal executive offices)
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00971 44475722
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(Registrant’s telephone number)
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(Former name, former address and former fiscal year, if changed since last report)
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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 x Yes o 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 preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No 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.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,050,000 common shares as of June 7, 2011.
TABLE OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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Item 1:
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Financial Statements
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2
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Item 2:
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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3
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Item 3:
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Quantitative and Qualitative Disclosures About Market Risk
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5
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Item 4T:
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Controls and Procedures
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5
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PART II – OTHER INFORMATION
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Item 1:
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Legal Proceedings
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6
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Item 1A:
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Risk Factors
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6
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Item 2:
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Unregistered Sales of Equity Securities and Use of Proceeds
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6
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Item 3:
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Defaults Upon Senior Securities
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6
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Item 4:
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Removed and Reserved
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6
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Item 5:
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Other Information
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6
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Item 6:
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Exhibits
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6
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1
PART I - FINANCIAL INFORMATION
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Our financial statements included in this Form 10-Q are as follows:
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F-1
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Balance Sheets as of April 30, 2011 and October 31, 2010 (unaudited);
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F-2
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Statements of Operations for the three and six months ended April 30, 2011 and 2010 and period from September 18, 2007 (Inception) to April 30, 2011 (unaudited);
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F-3
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Statements of Stockholders’ Deficit for period from September 18, 2007 (Inception) to April 30, 2011 (unaudited);
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F-4
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Statements of Cash Flows for the period ended April 30, 2011 and 2010 and period from September 18, 2007 (Inception) to April 30, 2011 (unaudited);
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F-5
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Notes to FinaNotes to Financial Statements;
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These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended April 30, 2011 are not necessarily indicative of the results that can be expected for the full year.
2
AXIUS INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (unaudited)
As of April 30, 2011 and October 31, 2010
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April 30,
2011
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October 31,
2010
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ASSETS
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||||||||
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Current Assets
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Cash and equivalents
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$ | 100,969 | $ | 24,949 | ||||
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Prepaid expenses
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6,933 | 34,933 | ||||||
| 107,902 | 59,882 | |||||||
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Other Assets
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||||||||
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Investment in French Cosmetic Centre Ltd
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200,000 | -0- | ||||||
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Inventory – cosmetics
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44,352 | -0- | ||||||
| 244,352 | -0- | |||||||
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TOTAL ASSETS
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$ | 352,254 | $ | 59,882 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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Current Liabilities
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Due to HMM Corporate Services Ltd.
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$ | 19,575 | $ | 90,000 | ||||
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Accrued Liabilities
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27,328 | 25,000 | ||||||
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Total liabilities
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46,903 | 115,000 | ||||||
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Stockholders’ Equity (Deficit)
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||||||||
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Common Stock, $.001 par value, 90,000,000 shares authorized, shares issued and outstanding as of April 30, 2011 7,050,000 shares
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7,050 | 2,150 | ||||||
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Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding
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-0- | -0- | ||||||
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Additional paid-in capital
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548,200 | 63,100 | ||||||
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Deficit accumulated during the development stage
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(249,899 | ) | (120,368 | ) | ||||
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Total stockholders’ equity (deficit)
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305,351 | (55,118 | ) | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$ | 352,254 | $ | 59,882 | ||||
See accompanying notes to financial statements.
F-1
AXIUS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three and Six Months Ended April 30, 2011 and 2010 and
Period from September 18, 2007 (Inception) to April 30, 2011
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Three Months
Ended
April 30, 2011
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Three Months
Ended
April 30, 2010
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Six Months
Ended
April 30, 2011
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Six Months
Ended
April 30, 2010
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Period from
September 18, 2007
(Inception) to
April 30, 2011
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||||||||||||||||
| Revenues | ||||||||||||||||||||
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Foreign currency translation
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$ | (2,994 | ) | $ | -0- | $ | (2,994 | ) | $ | -0- | $ | 22,006 | ||||||||
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TOTAL GROSS LOSS
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(2,994 | ) | -0- | (2,994 | ) | -0- | 22,006 | |||||||||||||
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Expenses :
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||||||||||||||||||||
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Professional fees
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30,101 | 2,000 | 38,352 | 4,000 | 165,601 | |||||||||||||||
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Consulting
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32,039 | 57,039 | 75,106 | |||||||||||||||||
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General & administrative expenses
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2,040 | 2,818 | 2,869 | |||||||||||||||||
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Computer and internet
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214 | 1,254 | 1,254 | |||||||||||||||||
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Organization cost
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-0- | 6,565 | 6,565 | |||||||||||||||||
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Stock transfer agent
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11,878 | 12,763 | 12,763 | |||||||||||||||||
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Telephone expense
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-0- | 408 | 408 | |||||||||||||||||
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Travel expense
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5,198 | 7,338 | 7,339 | |||||||||||||||||
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TOTAL EXPENSES
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$ | 81,470 | $ | 2,000 | $ | 126,537 | $ | 4,000 | $ | 271,905 | ||||||||||
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LOSS FROM OPERATIONS
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(84,464 | ) | $ | (2,000 | ) | $ | (129,531 | ) | $ | (4,000 | ) | $ | (249,899 | ) | ||||||
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PROVISIONS FOR INCOME TAX
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-0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | |||||||||||
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NET LOSS
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(84,464 | ) | (2,000 | ) | (129,531 | ) | (4,000 | ) | (249,899 | ) | ||||||||||
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NET LOSS PER SHARE: BASIC AND DILUTED
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(.01 | ) | (.01 | ) | (.03 | ) | (.01 | ) | ||||||||||||
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Weighted average shares outstanding:
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||||||||||||||||||||
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Basic and diluted
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5,993,820 | 2,150,000 | 4,314,641 | 2,150,000 | ||||||||||||||||
See accompanying notes to financial statements.
F-2
AXIUS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)
Period from September 18, 2007 (Inception) to April 30, 2011
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Common stock
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Additional
paid-in
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Deficit accumulated during the development
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||||||||||||||||||
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Shares
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Amount
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capital
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stage
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Total
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||||||||||||||||
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Inception, September 18, 2007
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0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
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Issuance of common stock for cash
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2,150,000 | 2,150 | 40,850 | 0 | 43,000 | |||||||||||||||
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Net loss for the period ended October 31, 2007
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- | - | - | (4,000 | ) | (4,000 | ) | |||||||||||||
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Balance, October 31, 2007
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2,150,000 | 2,150 | 40,850 | (4,000 | ) | 39,000 | ||||||||||||||
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Net loss for the year ended October 31, 2008
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- | - | - | (45,000 | ) | (45,000 | ) | |||||||||||||
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Balance, October 31, 2008
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2,150,000 | 2,150 | 40,850 | (49,000 | ) | (6,000 | ) | |||||||||||||
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Net loss for the year ended October 31, 2009
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- | - | - | (10,000 | ) | (10,000 | ) | |||||||||||||
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Balance, October 31, 2009
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2,150,000 | 2,150 | 40,850 | (59,000 | ) | (16,000 | ) | |||||||||||||
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Conversion of due to officer to contributed capital
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- | - | 22,250 | - | 22,250 | |||||||||||||||
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Net loss for the period ended October 31, 2010
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- | - | - | (61,368 | ) | (61,368 | ) | |||||||||||||
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Balance, October 31, 2010
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2,150,000 | 2,150 | 63,100 | (120,368 | ) | (55,118 | ) | |||||||||||||
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Issuance of common stock for cash
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1,000,000 | 1,000 | 99,000 | - | 100,000 | |||||||||||||||
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Conversion of due to HMM to contributed capital
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900,000 | 900 | 89,100 | - | 90,000 | |||||||||||||||
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Issuance of common stock for investment assignment
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2,000,000 | 2,000 | 198,000 | - | 200,000 | |||||||||||||||
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Issuance of common stock for cash
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1,000,000 | 1,000 | 99,000 | - | 100,000 | |||||||||||||||
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Net loss for the period ended April 30, 2011
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- | - | - | (129,531 | ) | (129,531 | ) | |||||||||||||
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Balance, April 30, 2011
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7,050,000 | $ | 7,050 | $ | 548,200 | $ | (249,899 | ) | $ | 305,351 | ||||||||||
F-3
AXIUS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
For the six months ended April 30, 2011 and 2010 and
Period from September 18, 2007 (Inception) to April 30, 2011
| Six Months
Ended
April 30,
2011
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Six Months
Ended
April 30,
2010
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Period From
September 18,
2007
(Inception) to
April 30,
2011
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||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss for the period | $ | (129,531 | ) | $ | (4,000 | ) | $ | (249,899 | ) | |||
| Change in non-cash working capital items: | ||||||||||||
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Changes in assets and liabilities:
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(Increase) decrease in prepaid expenses
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28,000 | -0- | (6,933 | ) | ||||||||
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Increase (decrease) in accrued expenses
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2,328 | (6,000 | ) | 27,328 | ||||||||
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NET CASH USED BY OPERATING ACTIVITIES
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(99,203 | ) | (10,000 | ) | (229,504 | ) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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(Increase) decrease in inventory
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(44,352 | ) | -0- | (44,352 | ) | |||||||
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NET CASH USED BY INVESTING ACTIVITIES
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(44,352 | ) | -0- | (44,352 | ) | |||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from issuance of common stock
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200,000 | -0- | 333,000 | |||||||||
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Increase (decrease) in due to officer
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19,575 | 10,000 | 41,825 | |||||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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219,575 | 10,000 | 374,825 | |||||||||
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NET INCREASE IN CASH
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76,020 | -0- | 100,969 | |||||||||
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Cash, beginning of period
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24,949 | -0- | -0- | |||||||||
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Cash, end of period
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100,969 | -0- | 100,969 | |||||||||
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SUPPLEMENTAL CASH FLOW INFORMATION
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Interest paid
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$ | -0- | $ | -0- | $ | -0- | ||||||
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Income taxes paid
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$ | -0- | $ | -0- | $ | -0- | ||||||
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||||||||||||
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SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION
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||||||||||||
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Conversion of due to officer to contributed capital and investment assignment
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$ | 290,000 | $ | -0- | $ | 312,250 | ||||||
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See accompanying notes to financial statements.
F-4
AXIUS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2011
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Axius, Inc. (“Axius” and the “Company”) is a development stage company and was incorporated in Nevada on September 18, 2007. The Company was a “shell” company as defined in SEC Release No. 33-8587 at II A3 until filing of Form 8-K on April 01, 2011. New management is in the process of determining the course(s) of business and/or acquisition of assets that the Company may intend to pursue. In that regard, Axius intends to link world cultures and business enterprise together under a common umbrella in Dubai, UAE; its mission being to improve business effectiveness within the Middle East and Africa region, by integrating International Business Standards to its clientele.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related 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 therefrom.
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the period ended October 31, 2010. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected therein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.
Cash and Cash Equivalents
Axius considers all highly liquid investments with maturities of three months or less to be cash equivalents. At April 30, 2011 and October 31, 2010, the Company had $100,969 and $24,949 of cash, respectively.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and notes payable. 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.
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.
F-5
AXIUS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2011
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Foreign Currency
Axius maintains both U.S. Dollar and Canadian Dollar bank accounts. The functional currency is the U.S. Dollar. Transactions in foreign currencies other than the functional currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction. Re-measurement gains and losses that arise from exchange rate fluctuations are included in income or loss from operations. Monetary assets and liabilities denominated in Canadian Dollars are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in Canadian Dollars are translated at the average exchange rate.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of April 30, 2011.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
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 consisted of prepaid consulting services of $6,933 as of April 30, 2011.
NOTE 3 – ACCRUED EXPENSES
Accrued expenses consisted of amounts due to the Company’s legal counsel of $25,000 and outstanding invoices of $2,328 as of April 30, 2011.
NOTE 4 – NOTE PAYABLE – RELATED PARTY
At November 30, 2010, the Company had a note payable due to HMM Corporate Services Ltd. for $109,575. The loan was unsecured, non-interest bearing and due on demand. On January 28, 2011, $90,000 of the loan was converted to 900,000 shares of common stock.
NOTE 5 – COMMON STOCK
The Company has 90,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.
During the period ended April 30, 2011, 1,000,000 shares of Axius, Inc. was purchased by United Management LTD for $.10 per share, $90,000 of the note payable due to HMM Corporate Services LTD was converted to 900,000 shares of common stock, 2,000,000 shares with a value of $200,000 was issued to Alpha Global Industries, Ltd (AGI) for the assignment of AGIs future commissions from Evora, 1,000,000 shares was purchased by AGI for $100,000.
The Company has 7,050,000 shares of common stock and 0 shares of preferred stock issued and outstanding as of April 30, 2011.
F-6
AXIUS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2011
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for this arrangement to continue. Such costs are immaterial to the financial statements and accordingly are not reflected herein.
NOTE 7 – MATERIAL EVENTS
On December 13, 2010, Axius (“The Company”) incorporated a wholly owned subsidiary in Delaware called Dr Jules Nabet Cosmetics, Inc. On January 4, 2011 this subsidiary entered into a North American Distribution agreement with French Cosmetics Centre of the UK to distribute a line of skincare products under the Dr. Jules Nabet brand.
On December 15, 2010 the Company executed a private placement subscription agreement and received $100,000 for 1,000,000 units (each unit consisting of 1 share of common stock and 1 warrant) at $.10 per unit with a related party. The warrants expire in 60 months and have certain restrictions and are callable by the Company under certain conditions. Five warrants can be exercised to purchase 1 share of common stock at $.50 per share.
On May 9, 2011 Dr Jules Nabet Cosmetics, Inc opened its online business. Its website is: www.drjulesnabetskincare.com.
There is currently an intercompany loan of $108,710.
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 9 – INCOME TAXES
As of April 30, 2011, the Company had net operating loss carry forwards of approximately $249,899 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
|
2011
|
2010
|
|||||||
|
Federal income tax benefit attributable to:
|
||||||||
|
Current Operations
|
$
|
44,041
|
$
|
20,740
|
||||
|
Less: valuation allowance
|
(44,041
|
)
|
(20,740
|
)
|
||||
|
Net provision for Federal income taxes
|
$
|
0
|
$
|
0
|
||||
F-7
AXIUS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2011
NOTE 9 – 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:
|
2011
|
2010
|
|||||||
|
Deferred tax asset attributable to:
|
||||||||
|
Net operating loss carryover
|
$
|
84,966
|
$
|
40,740
|
||||
|
Less: valuation allowance
|
(84,966
|
)
|
(40,740
|
)
|
||||
|
Net deferred tax asset
|
$
|
0
|
$
|
0
|
||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $120,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 10 – SUBSEQUENT EVENTS
On Dec 13, 2010 Axius, Inc. incorporated a wholly owned subsidiary in Delaware called Dr. Jules Nabet Cosmetics, Inc. On January 4, 2011 this subsidiary entered into a North American Distribution agreement with French Cosmetics Centre of the UK to distribute a line of skincare products under the Dr. Jules Nabet brand.
On May 9, 2011, the subsidiary commenced its online skincare products business.
Management has evaluated subsequent events through June 7, 2011, the date these financial statements were issued, and has determined it does not have any material subsequent events to disclose other than those mentioned above.
F-8
Item 2. 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.
Company Overview
The Company was a “shell” company as defined in SEC Release No. 33-8587 at II A3 until filing of Form 8-K on April 01, 2011. New management is in the process of determining the course(s) of business and/or acquisition of assets that the Company may intend to pursue. In that regard, Axius intends to link world cultures and business enterprise together under a common umbrella in Dubai, UAE; its mission being to improve business effectiveness within the Middle East and Africa region, by integrating International Business Standards to its clientele.
Significant Equipment
We do not intend to purchase any significant equipment for the next twelve months.
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Financing
We intend to obtain business capital through the use of private equity fundraising or shareholders loans. We will need financing in order to implement our business plan.
On December 15, 2010, United Management LTD purchased 1,000,000 shares of common stock for $100,000. On January 28, 2011, $90,000 note payable due to HMM Corporate Services LTD was converted into 900,000 shares of common stock. On April 29, 2011, Alpha Global Industries, Ltd (AGI) purchased 1,000,000 shares of common stock for $100,000.
Management has also been actively looking for other business opportunities, in addition to exploring for capital.
Results of Operations for the Periods Ended April 30, 2011 and 2010 and Period from September 18, 2007 (Date of Inception) until April 30, 2011
We generated no revenue for the period from September 18, 2007 (Date of Inception) until October 25, 2010. On October 26, 2010, we received $25,000 for consulting fees.
Our Operating Expenses during the three and six months ended April 30, 2011 were $81,470 and $126,537, compared with $2,000 and $4,000 for the three and six months ended April 30, 2010. Our Operating Expenses for the period from September 18, 2007 (Date of Inception) to April 30, 2011 were $271,905. We, therefore, recorded net losses of $84,464 and $129,531 for the three and six months ended April 30, 2011, compared with net losses of $2,000 and $4,000 for the three and six months ended April 30, 2010 and a net loss of $249,899 for the period from September 18, 2007 (Date of Inception) until April 30, 2011.
Liquidity and Capital Resources
As of April 30, 2011 we had total current assets of $107,902. We had $46,903 in current liabilities as of April 30, 2011. Thus, we had working capital of $160,999 as of April 30, 2011. The current liabilities are associated with loans from HMM, legal expense accruals and outstanding invoices. The loan from HMM are for amounts advanced to pay for professional services provided by our outside independent auditors, accountant and attorneys for services rendered for periods ending on and prior to April 30, 2011. The amount is unsecured, due upon demand, and non-interest bearing. We have no commitment from any officer and director to advance funds in the future. The legal expense accrual is due to Gary Wolff PC. The outstanding invoices are to various vendors for services rendered or products purchased.
Operating activities used $229,504 in cash for the period from September 18, 2007 (Date of Inception) until April 30, 2011. Investing activities used $44,352 in cash for the period from September 18, 2007 (Date of Inception) until April 30, 2011. Financing Activities generated $374,825 in cash during the period from September 18, 2007 (Date of Inception) until April 30, 2011.
As of April 30, 2011, we have sufficient 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.
Off Balance Sheet Arrangements
As of April 30, 2011, there were no off balance sheet arrangements.
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Going Concern
We have positive working capital, have incurred losses since inception, have received revenues from sales of services and have commenced our online cosmetics business. The financial statements 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 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2011. This evaluation was carried out under the supervision and with the participation of our new officers of the Company , Roland Kaufman, President, Chief Executive Officer, Principal Executive Officer and Director and John Figliolini, Secretary/Treasurer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2011, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the three months ended April 30, 2011.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
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PART II – OTHER INFORMATION
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.
A smaller reporting company is not required to provide the information required by this Item.
None, except as disclosed in forms 8-K filed February 4, 2011, February 4, 2011, February 24, 2011, and May 2, 2011 the latter of which is a “subsequent event”.
None
None
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Exhibit Number
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Description of Exhibit
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31.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AXIUS, INC. | ||
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June 10, 2011
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By:
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/s/ John Figliolini |
| Name: John Figliolini | ||
| Title: Chief Financial Officer | ||
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