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EX-31 - EXHIBIT 31 - PMX Communities, Inc.pmx10q1q15ex31.htm
EX-32 - EXHIBIT 32 - PMX Communities, Inc.pmx10q1q15ex32.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2015


-OR-


[   ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________.


Commission File Number: 000-53974


PMX COMMUNITIES, INC.

(Exact name of Registrant as specified in its charter)


 

 

 

 

 

 

Nevada

 

80-0433114

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


 

 

 

 

 

 

4181 NW 1st Avenue, #7

 

 

Boca Raton, FL 33431

 

(561) 210-5349

(Address of Principal Executive Offices)

 

(Registrant's telephone number)


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to section 12(g) of the Act: Common Stock


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 Exchange Act.    Yes [ ]    No [x]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes [x]   No  [ ]




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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 [x]             No  [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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. Rule 12b-2 of the Exchange Act. (Check one):


 

 

 

 

 

 

 

 

 

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 [ ]    No [x]


The number of outstanding shares of the registrant’s common stock, May 19, 2015:

Common Stock – 87,162,764.


DOCUMENTS INCORPORATED BY REFERENCE


  None.




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Table of Contents


 

 

 

 

 

 

 

 

Page

 

 

No.

Part I.

Financial Information

 

 

 

 

Item 1.  

Financial Statements (Unaudited)

 

 

Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014 (Audited)

4

 

Unaudited Consolidated Statements of Operations - For the Three Months Ended March 31, 2015 and 2014

5

 

Unaudited Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2015 and 2014

6

 

Notes to unaudited Consolidated Financial Statements -

7

 

 

 

Item 2.

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

9

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

12

 

 

 

Item 4.

Controls and Procedures

12

 

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

13

 

 

 

Item 1a.

Risk Factors

13

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Proceeds

13

 

 

 

Item 3.

Defaults Upon Senior Securities

13

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

13

 

 

 

Item 5.

Other Information

13

 

 

 

Item 6.

Exhibits

13

 

 

 

 

Signatures

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Table of Contents

PMX COMMUNITIES INC AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2015 (UNAUDITED) AND DECEMBER 31, 2014

 

March 31,

 

December 31,

 

2015

 

2014

 

 

 

 

 

 (Unaudited)

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

  Cash and cash equivalents

$        6,879

 

$              13

  Inventory

5,251

 

5,251

Total current assets

12,130

 

5,264

 

 

 

 

Fixed assets

 

 

 

   Property and equipment , net

88,682

 

96,438

 

 

 

 

Other assets

 

 

 

 Security deposits

4,500

 

4,500

 

 

 

 

Total assets

$     105,312

 

$     106,202

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

Current liabilities

 

 

 

  Accounts Payable

$        61,570

 

$       69,070

  Related parties - short-term loan

296,432

 

254,328

  Notes payable - short term

219,116

 

219,116

Total current liabilities

577,118

 

542,514

 

 

 

 

Notes payable - long term

-

 

-

Total Liabilities

577,118

 

542,514

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

 

 

 

 Common stock, $.0001 par value; authorized 100,000,000

 

 

 

shares; issued and outstanding 87,162,764 and 87,162,764 shares as of March 31, 2015 and December 31, 2014

9,311

 

9,311

  Additional paid-in capital

2,719,776

 

2,719,776

  Accumulated deficit

(3,200,893)

 

(3,165,399)

Total stockholders' deficit

(471,806)

 

(436,312)

Total liabilities and stockholders' deficit

$       105,312

 

$      106,202



See accompanying notes to unaudited consolidated financial statements.



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Table of Contents

PMX COMMUNITIES INC AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014


 

 

2015

 

2014

 

 

 

 

 

Net sales

 

$                    -

 

$                      -

 

 

 

 

 

Costs and expenses:

 

 

 

 

  Depreciation

 

7,756

 

7,934

  Selling, general and administrative expenses

 

19,234

 

106,038

 

 

26,990

 

113,972

Loss from operations

 

(26,990)

 

(113,972)

 

 

 

 

 

Interest expense

 

(8,504)

 

(9,377)

Loss before income taxes

 

(35,494)

 

(123,349)

Income taxes  

 

-

 

-

Net loss

 

$      (35,494)

 

$      (123,349)

 

 

 

 

 

 

 

 

 

 

Basic net loss per share

 

$           (0.00)

 

$             (0.01)

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

  Basic

 

87,162,764

 

82,378,517



See accompanying notes to unaudited consolidated financial statements.




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Table of Contents


PMX COMMUNITIES INC AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014


 

 

2015

 

2014

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

Net loss

 

$    (35,494)

 

$    (123,349)

Adjustments to reconcile net (loss) to net

 

 

 

 

 cash provided by (used in) operating activities:

 

 

 

 

  Depreciation

 

7,756

 

7,934

  Issuance of common stock for services

 

-

 

95,000

Change in assets and liabilities

 

 

 

 

    Accounts payable

 

(7,500)

 

(94)

    Accrued interest

 

8,504

 

9,377

Net cash used in operating activities

 

(26,734)

 

(11,132)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Net cash provided by investing activities

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

  Proceeds from related party notes payable

 

33,600

 

11,473

  Payments on related party - short-term loan

 

-

 

(1,400)

 

 

 

 

 

Net cash provided by financing activities

 

33,600

 

10,073

 

 

 

 

 

Net increase in cash and cash equivalents

 

6,866

 

(1,059)

Cash and cash equivalents, beginning of fiscal year

 

13

 

2,956

Cash and cash equivalents, end of period

 

$       6,879

 

$         1,897

 

 

 

 

 

Supplementary information:

 

 

 

 

  Cash paid for :

 

 

 

 

     Interest

 

$               -

 

$            492

     Income taxes

 

$               -

 

$                 -

 

 

 

 

 

Non-cash transactions:

 

 

 

 

     Common stock issued for services

 

$                -

 

$       99,200

     Conversion of notes payable and accrued interest into common stock

 

$      59,524

 

$       12,690


See accompanying notes to unaudited consolidated financial statements.



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Table of Contents

PMX COMMUNITIES INC AND SUBSIDIARY

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2015


NOTE 1 – CONDENSED FINANCIAL STATEMENTS


The accompanying interim financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of and for the three month periods ended March 31, 2015 and 2014, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements.  The results of operations for the period ended March 31, 2015 are not necessarily indicative of the operating results for the full year.


NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES


The accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company in its audited consolidated financial statements as at and for the year ended December 31, 2014. The quarterly information presented should be read in conjunction with the annual report filed on Form 10-K with the Securities and Exchange Commission.


NOTE 3 - GOING CONCERN


The Company had incurred a net loss from operations and has a history of losses, resulting in an accumulated deficit and a working capital deficit.


Based on the above considerations, there is a substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and/or attain working capital through financing or equity.  Management hopes that the continued placement of precious metals machines in the U.S.A. and the potential of a global rollout of additional dispensing terminals will bring sufficient revenues and investment into the Company to sustain its growth and operations.  Furthermore, the registrant feels organic growth through a new acquisition strategy in their other subsidiaries will assist the registrant in achievement of their goals. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.




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Table of Contents


NOTE 4 – EQUITY FINANCING


On January 18, 2014, the Company issued 2,000,000 shares of stock to its CEO, Lindsey Perry in exchange for services.


On March 6, 2014 the Company issued 2,500,000 shares of stock to one consultant under its Stock Awards Amended Plan and charged $75,000 to operations for the period ended September 30, 2014.


NOTE 5 – DEBT FINANCING, RELATED PARTY


During the three months ended March 31, 2015, one shareholder and his beneficial interests made aggregate loans of $33,600 to the Company.  The loans bear interest at 5% and each has a six-month maturity.


NOTE 6 – COMMITMENT AND CONTIGENCY


In January 2015, the Company entered into a one year lease agreement for office space for $1,325 per month beginning March 1, 2015.


NOTE 7 – SUBSEQUENT EVENTS


The Company has evaluated events and transactions subsequent to March 31, 2015 through the date of filing with the Securities and Exchange Commission (date available for issuance) that would require reporting.   


Subsequent to March 31, 2015, one shareholder and his beneficial interests made a loan of $10,000 to the Company.  The loan bear interest at 5% and each has a six-month maturity.




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Table of Contents


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


Trends and Uncertainties


The registrant has developed its PMX Gold Bullion Dispensing Terminal prototype called the MGIV and deployed the first prototype in Boca Raton, Florida, U.S.A. The terminal is an unmanned dispenser, which allows for gold dispensing and deposit and account management functions. These terminals also incorporate conventional ATM and touch-screen technology. After a successful 6 months test, the MGIV was removed in July 2013 from the first location.

 

The registrant has been assigned the ownership rights to two U.S. Provisional Patent Applications and a final International Patent Application Number PCT/US2012/020486 (“Unattended Precious Metal Distribution System, Methods and Apparatus”), and has filed next stage patent applications for its proprietary precious metals machine, in Australia, South Africa and the United States of America.

 

Our business operations are currently focused in three areas. The first original focus was the consumer demand for essentially one commodity gold through a dispensing terminal. Specifically, we were addressing the markets of physical gold ownership by retail investors, as well as developing and offering an ancillary set of financial services that would complement the purchase and sale of gold and other precious metals by retail investors. Any decrease in demand for gold or gold investments could still materially adversely affect our revenues in this area and profitability and general business prospects.


Presently, we are developing a second revenue stream.  Our online PMX Goldstore, which sells 24k bullion gold bars and coins, launched in August.  We are planning on initiating a third business operation which will involve the sales of our dispensing terminals globally through direct sales and distributor channels.


In the first quarter we widened our terminal product line to develop new machines on the platform of the original MGIV gold terminal. PMX started due diligence in states that have passed legislation to permit businesses in medical marijuana and recreational marijuana dispensaries. The research was conducted to accumulate information to decide whether the terminal would be an efficient machine to place in dispensaries.  The company concluded that the ability to enter this new marketplace could potentially be a new revenue producing opportunity.  The registrant continues working with consultants and lawyers in these states to develop a compliant terminal to quickly deploy to dispensaries. The commercialization of any industry has barriers to entry that change quickly and PMX is hopeful that the terminal will meet them. There are risks that the company must consider but since the terminal is built on the same platform as the MGIV gold terminal, PMX feels the costs to develop this terminal are minimal.  In the second quarter we continued our business strategy from the first quarter in hopes of



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building a strong revenue platform from our terminal’s placements in the near future.  In the third quarter we continued to develop our relationships both globally with our gold terminals and domestically with our gold and other product line machines.  The company continues to explore new and innovative platforms to hopefully develop multiple revenue streams for our dispensing terminals.


Results of Operations for the three months ended March 31, 2015


For the three months ended March 31, 2015 and 2014, we did not earn any revenues.


We had depreciation costs of $7,756 and $7,934 for the three months ended March 31, 2015 and 2014, respectively.


For the three months ended March 31, 2015 and 2014, we had selling, general and administrative expenses of $19,234 and $106,038, respectively.  The decrease of $86,804 was primarily due to decreased operations as we work to shift our business focus from gold vending machines to vending machines.


The Company incurred interest expense of $8,504 and $9,377 for the three months ended March 31, 2015 and 2014, respectively.


As a result, we had net losses of $35,494 and $123,349 for the three months ended March 31, 2015 and 2014, respectively.  The decrease in the net loss is primarily due to the decrease in selling, general and administrative expenses as discussed above.


Liquidity and Capital Resources


For the three months ended March 31, 2015, we recorded a net loss of $35,494.  We had an adjustment of $7,756 due to depreciation.  We had a negative change of $7,500 due to accounts payable and a positive change of $8,504 due to accrued interest.  As a result, we had net cash used in operating activities of $26,734 for the three months ended March 31, 2015.


For the three months ended March 31, 2014, we recorded a net loss of $123,349.  We had an adjustment of $7,934 due to depreciation and an adjustment of $95,000 due to the issuance of common stock for services.  We had a negative change of $94 due to accounts payable and a positive change of $9,377.  As a result, we had net cash used in operating activities of $11,132 for the three months ended March 31, 2014.


For the three months ended March 31, 2015 and 2014, we did not pursue any investing activities.


For the three months ended March 31, 2015, we received $33,600 as proceeds from related party notes payable, resulting in net cash provided by financing activities of $33,600 for the period.




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For the three months ended March 31, 2015, we received $11,473 as proceeds from related party notes payable and paid $1,400 due to payments on a short term loan with a related party.  As a result, we had net cash provided by financing activities of $10,073 for the three months ended March 31, 2014.


Our internal and external sources of liquidity have included proceeds raised from subscription agreements and private placements and advances from related parties.  We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity.  We are attempting to increase the sales to raise much needed cash for the fulfillment of the registrant’s business plan.  It is our intent to secure a market share in the retail gold and related financial services market, and in the medical and recreational marijuana market, which we feel will require additional capital over the long term to undertake sales and marketing initiatives, further our research and development, and to manage timing differences in cash flows from the time our PMX Gold Dispensing Terminals are developed and put into use and positive cash flow product is generated.


Our capital strategy is to increase our near and mid term cash balance through financing transactions, including the issuance of debt and/or equity securities. Once our PMX Gold ATM terminal prototypes have been developed and put into the field we intend to work to develop a pro-forma financial model based on their results and pursue traditional Wall Street financing.


Going Concern

To date, the registrant has incurred significant losses.  The registrant’s viability is dependent upon its ability to obtain future financing and the success of its future operations.  These factors raise substantial doubt as to the registrant’s ability to continue as a going concern.  


Off-Balance Sheet Arrangements

The registrant had no material off-balance sheet arrangements as of March 31, 2015.


Critical Accounting Policies and Estimates

Management’s discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.


The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies. We believe our estimates and assumptions to be reasonable under the circumstances. However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern. If we are unable to continue as a going concern we would experience additional losses from the write-down of assets.




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The registrant uses the fair value recognition provision of ASC 718, “Compensation-Stock Compensation,” which requires the registrant to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The registrant uses the Black-Scholes option pricing model to calculate the fair value of any equity instruments on the grant date.


The registrant also uses the provisions of ASC 505-50, “Equity Based Payments to Non-Employees,” to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50.


New Accounting Pronouncements


The registrant has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the registrant.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable


Item 4. Controls and Procedures


During the period ended March 31, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of March 31, 2015 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.




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Part II.  Other Information


Item 1. Legal Proceeding

The registrant is not a party to, and its property is not the subject of, any material pending legal proceedings.


Item 1A.  Risk Factors

Not applicable to smaller reporting companies.


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

None


Item 3. Defaults Upon Senior Securities

None


Item 4. Mine Safety Disclosures

Not Applicable


Item 5. Other Information

None


Item 6. Exhibits

The following documents are filed as a part of this report:


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.




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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



PMX COMMUNITIES, INC.


/s/ Lindsey Perry

Lindsey Perry

Chief Executive Officer

Chief Financial Officer


Dated: May 19, 2015





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