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 June 30, 2016

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: 333-195950

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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 (Check one).

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

As of August 12, 2016 there were 340,000,000 shares of the issuer's common stock, par value $0.001, issued and outstanding.

AXIOM HOLDINGS, INC.

FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2016

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 annual report, on Form 10-KT, as filed with the SEC on March 30, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.

AXIOM HOLDINGS, INC. 

INDEX TO CONDENSDED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2016

(UNAUDITED)

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

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

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

AXIOM HOLDINGS, INC

Notes to the Condensed Consolidated Financial Statements

June 30, 2016

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Axiom Holdings, Inc. (the "Company") is a Nevada corporation incorporated on August 7, 2013, as At Play Vacations, Inc. It is based in Orlando, FL, USA. The Company incorporated wholly-owned subsidiaries, Quality Resort Hotels, Inc. ("QRH") in Florida on August 8, 2013 and Horizon Resources Co. Ltd ("Horizon") in the Cayman Islands on September 7, 2015. On June 23, 2016, QRH was legally dissolved with the state of FL (see note 5). The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and The Company's fiscal year end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-KT, for the year ended December 31, 2015, as filed with the SEC on March 30, 2016.

Basis of Presentation

The Consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

On October 1, 2015, we changed our fiscal year from September 30 to December 31, effective beginning with the year ended December 31, 2015.

Basis of Consolidation

These financial statements include the accounts of the Company and the wholly-owned subsidiary, Horizon Resources Co. Ltd. All material intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had no cash and cash equivalents as of June 30, 2016 and December 31, 2015.  

Due to Related Party

The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions.

Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, prepaid expenses, and accounts payable and accrued liabilities and amounts due to related parties. Pursuant to ASC 820, the fair value of the Company's cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company's other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Revenue Recognition

The Company recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Net Loss per Share of Common Stock

The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Discontinued Operations

The Company follows ASC 205-20, "Discontinued Operations," to report for disposed or discontinued operations.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 3 - GOING CONCERN  

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2016, the Company has a net loss from operations of $18,862 and an accumulated deficit of $178,265. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2016.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 - DUE TO RELATED PARTY

As of June 30, 2016, and December 31, 2015, the Company was obligated to our former Chief Executive Officer, who is also a significant stockholder, for a non-interest bearing demand loan with a balance of $66,560 and $39,443, respectively. This officer resigned in February 2016, but still remains a significant shareholder in the Company.

NOTE 5 - DISCONTINUED OPERATIONS

The Company originally intended to be involved in the business of on-line travel and vacation booking.  Based on management's analysis of the current operations, expected growth, and opportunities in the sector, in April, 2016, the Company has determined to discontinue operations related to on-line travel booking which was performed under the Company's subsidiary Quality Resort Hotels, Inc.  Effective June 23, 2016, Quality Resor Hotels, Inc., was legally dissolved with the State of Florida.

As the operations of Quality Resort Hotels, Inc. have been discontinued and the company legally dissolved, the Company has excluded results of the operations from its Consolidated Statement of Operations.

The discontinued operations did not have any assets or liabilities as of June 30, 2016 or December 31, 2015.  During the six month period ended June 30, 2016 and 2015, the discontinued operations consisted of the following:

NOTE 6 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no other events have occurred that require disclosure.        

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Transition Report on Form 10-KT, as filed on March 30, 2016. You should carefully review the risks described in our Transition Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "we," "us," "our", "Axiom Holdings, Inc.", "Axiom", and "Company" are to Axiom Holdings Inc., Inc. and our wholly owned subsidiary Quality Resort Hotels, Inc..

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Description of Business

Axiom Holdings, Inc. (the "Company") is a Nevada corporation incorporated on August 7, 2013, as At Play Vacations, Inc. It is based in Orlando, FL, USA. The Company incorporated wholly-owned subsidiaries, Quality Resort Hotels, Inc. ("QRH") in Florida on August 8, 2013 and Horizon Resources Co. Ltd ("Horizon") in the Cayman Islands on September 7, 2015. On June 23, 2016, QRH was legally dissolved with the state of FL. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and The Company's fiscal year end is December 31. The company's administrative address is, 11637 Orpington St., Orlando, FL 32817. The telephone number is 407-412-6432.

Effective September 16, 2015, the Company changed its name from "At Play Vacations, Inc.," to "Axiom Holdings, Inc." Based on management's analysis of the current operations, expected growth, and opportunities in the sector, in April, 2016, the Company has determined to discontinue operations related to on-line travel booking which was performed under the Company's subsidiary Quality Resort Hotels, Inc. The company was legally dissolved on June 23, 2016 with the state of Florida.

Axiom has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Axiom, its directors, officers, affiliates and promoters, have not entered into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The following table provides selected financial data about our company as of June 30, 2016, and December 31, 2015.

The Company did not have a cash balance at either June 30, 2016 or December 31, 2015. Total assets increased by 100% or $5,000, due to an increase in prepaid expenses. Our total liabilities increased $23,862 or 44% due to an increase in amounts due to related party of $27,117, offset by a decrease in accounts payable and accrued liabilities of $3,255.

The following table provides the results of operations for the Three Months Ended June 30, 2016 and 2015:

The Company had no revenue and gross profits for the three months ended June 30, 2016 and 2015.

Selling, general, and administrative fees of $2,500 for the three months ended June 30, 2016 relate to quarterly regulatory OTC fees. For the period ending June 30, 2015, selling, general and administrative fees included banking charges, office supplies, and postage fees.

Professional fees decreased by $836, or 13%, for three months ended June 30, 2016 compared to 2015. Professional fees include accounting, legal, and consulting fees.

The Company had no operating profit or operating expenses related to the discontinued operations for the three months ended June 30, 2016. The discontinued operations, for the three months ended June 30, 2015, generated $1,724 of revenues, $654 Cost of Goods Sold, resulting in Gross Profits of $1,070. Selling, general, and administrative expenses related to the discontinued operation for the three months ended June 30, 2015, was $3,284. Total loss from the discontinued operations was $0 and $2,214 for the three months ended June 30, 2016 and 2015, respectively.

The following table provides the results of operations for the Six Months Ended June 30, 2016 and 2015:

The Company had no revenue and gross profits for the six months ended June 30, 2016 and 2015.

Selling, general, and administrative fees of $5,000 for the six months ended June 30, 2016 relate to quarterly regulatory OTC fees. For the six months ended June 30, 2015, selling, general and administrative fees included banking charges, office supplies, and postage fees.

Professional fees decreased by $176, or 1%, for six months ended June 30, 2016 compared to 2015. Professional fees include accounting, legal, and consulting fees.

The Company had no operating profit or operating expenses related to the discontinued operations for the six months ended June 30, 2016. The discontinued operation, for the six months ended June 30, 2015 generated $16,305 of revenues, $6,715 Cost of Goods Sold, resulting in Gross Profits of $9,590. Selling, general, and administrative expenses related to the discontinued operation for the six months ended June 30, 2015, was $9,733, while professional fees for the same period were $900, resulting in total operating expense from discontinued operations of $10,633. Total loss from the Discontinued Operations was $0 and $1,043 for the six months ended June 30, 2016 and 2015, respectively.

Liquidity and Financial Condition

Working Capital (Deficiency)

The following table provides selected financial data about our company as of June 30, 2016 and December 31, 2015.

Our working deficiency increased $18,862 as of June 30, 2016 as compared to December 31, 2015, due to an increase of Due to related party of $27,117, offset by an increase in prepaid expenses of $5,000 and a decrease in accounts payable of $3,255.

Cash Flows

Cash Flows from Operating Activities

We have not generated positive cash flow from operating activities. For the six months ended June 30, 2016, cash used in operating activities was $0, consisting of a net loss of $18,862 which was increased through expenses paid by a related party of $27,117; less $5,000 increase due to changes in prepaid expenses; less $3,255 from a decrease in accounts payable.

For the six months ended June 30, 2015, cash used in operating activities was $6,950; consisting of a net loss of $18,625, which was increased by an increase in prepaid expenses of $10,000, offset by $20,045 generated from the change in accounts payable, and $1,630 cash provided by operating activities from discontinued operations.

Cash Flows from Investing Activities

For the six months ended June 30, 2016, and 2015, we did not use any cash for investing activities.

Cash Flows from Financing Activities

For the six months ended June 30, 2016, and 2015, we did not generate any cash from financing activities.

Going Concern

Our auditors have issued a going concern opinion on our year-end financial statements ended December 31, 2015. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have generated limited revenues and have limited operating history. There are no assurances that we will be able to obtain additional financing through either private placements, bank financing or other loans necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures 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.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2016, due to our limited number of officers and members of the Board of Directors, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company's internal controls over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

As a "smaller reporting company", we are not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

____________

* Filed herewith.

** XBRL 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.

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.