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EXCEL - IDEA: XBRL DOCUMENT - PMX Communities, Inc. | Financial_Report.xls |
EX-31 - EXHIBIT 31 - PMX Communities, Inc. | pmx10k14ex31.htm |
EX-32 - EXHIBIT 32 - PMX Communities, Inc. | pmx10k14ex32.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2014
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, $0.0001 par value
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 [ ]
1
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting registrant.
(Check one):
Large accelerated filer [ ] |
| Accelerated filer [ ] |
Non-accelerated filer [ ] |
| Smaller reporting company [x] |
Indicate by check mark whether the registrant is a shell registrant (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed fiscal quarter. The market value of the registrants voting $.0001 par value common stock held by non-affiliates of the registrant was approximately $910,503
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrants only class of common stock, as of April 15, 2015 was 93,115,124 shares of its $0.0001 par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
2
PMX Communities, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2014
Table of Contents
|
| Page |
PART I |
|
|
Item 1. Business |
| 5 |
Item 1A. Risk Factors |
| 8 |
Item 2. Properties |
| 9 |
Item 3. Legal Proceedings |
| 9 |
Item 4. Mine Safety Disclosures |
| 9 |
|
|
|
PART II |
|
|
Item 5. Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |
| 10 |
Item 6. Selected Financial Data |
| 12 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 12 |
Item 7A. Quantitative and Qualitative Disclosures about Market Risk |
| 16 |
Item 8. Financial Statements and Supplementary Data |
| 17 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures |
| 35 |
Item 9A. Controls and Procedures |
| 35 |
Item 9B. Other Information |
| 37 |
|
|
|
PART III |
|
|
Item 10. Directors, Executive Officers and Corporate Governance |
| 38 |
Item 11. Executive Compensation |
| 40 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
| 40 |
Item 13. Certain Relationships and Related Transactions, and Director Independence |
| 41 |
Item 14. Principal Accountant Fees and Services |
| 41 |
|
|
|
PART IV |
|
|
Item 15. Exhibits, Financial Statement Schedules |
| 43 |
Signatures |
| 45 |
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to implement our business plan and generate revenues, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
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PART I
Item 1: Business
General
The registrant was organized under the laws of the State of Nevada on December 29, 2004 under the name Merge II, Inc. The registrant's year end is December 31.
On February 10, 2009, by unanimous written consent, the board of directors authorized an amendment to its certificate of incorporation to change the name of the corporation to PMX Communities, Inc. and increased the authorized common shares from 25,000,000 to 100,000,000. The amendment was filed on June 30, 2009.
On September 28, 2010, the registrant formed PMX Gold, LLC, a Florida limited liability company as a wholly owned subsidiary of the registrant to assist with evaluating and pursuing opportunities within the gold mining and retail gold sales industries.
On September 28, 2011, the registrant formed PMX Gold Bullion Sales, Inc., a Florida limited liability company as a wholly owned subsidiary of the registrant to manage and operate the manufacturing, supply and commercial distribution of proprietary fine gold products via its gold dispensing terminals.
On October 1, 2014, by unanimous written consent, the board of directors authorized an amendment to its certificate of incorporation to increase the authorized common shares from 100,000,000 to 500,000,000, as well as to authorize 10,000,000 preferred shares with a par value of $0.0001. The amendment was filed on December 11, 2014.
Operations
Through PMX Gold, LLC, its wholly owned subsidiary, the registrant focuses on the development of leveraged opportunities within the retail gold sales and gold mining industries.
During the period from December 17, 2010 through March 23, 2011, the registrant test marketed and operated the first gold bullion vending machine at the Town Center at Boca Raton, a retail shopping mall located in South Florida. As of March 23, 2011 the registrant consummated a total of 699 gold transactions yielding gross sales of $266,256 through the Gold Vending Machine. Approximately 32% of the total sales were in the larger investment class denominations (10 grams to 1 ounce).
Although our tests were limited to one physical location, management is satisfied with the results of the test marketing program given the fact that the machine was operational in a cash only mode, together with a number of other significant technology and operational challenges that were faced. We have acquired full ownership of intellectual
5
property including two U.S. Provisional Patent Applications and the third and final International Patent Application Number PCT/US2012/020486 (Unattended Precious Metal Distribution System, Methods and Apparatus), and are awaiting completion of a proprietary machine to re-commence automated gold bullion sales.
Through PMX Gold, LLC and PMX Gold Bullion Sales, Inc., the registrant focuses on the development and manufacture of its gold dispensing terminals, in addition to the manufacture, supply and commercial distribution, through said terminals, of its proprietary fine gold products.
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. We have 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.
Nationwide Expansion
PMX Gold Bullion Sales, Inc. has manufactured their first ATM gold terminal, called the MGIV. Newer versions of the PMX terminal will become more advanced as the demand for our products increases.
The registrant intends to sell gold bullion bars and coins through its dispensing terminals in the United States first. Later plans are to sell globally, doing business primarily through credit and debit card transactions. The registrant also plans to build an online gold bullion store.
The registrant is actively seeking gold properties and claims for development, including mineral lease purchase option transactions and reviewing several precious metal mining properties for development. We will consider a wide range of worldwide project opportunities, and we do not have fixed criteria for the consideration of such projects.
Assignment and Lease Assumption
The registrant is actively seeking mineral lease-purchase option transactions for speculation and reviewing several precious metals mining properties for development.
6
Government Regulation
We are subject to general business regulations and laws, as well as regulations and laws directly applicable to our operations. As we continue to expand the scope of our operations, the application of existing laws and regulations to the registrant relating to issues such as defamation, pricing, advertising, consumer protection, content regulation, quality of products and services and intellectual property ownership and infringement can be unclear. In addition, we will also be subject to new laws and regulations directly applicable to our activities.
Any existing or new legislation applicable to us could expose us to substantial liability, including significant expenses necessary to comply with such laws and regulations, and dampen the growth of our business.
Competition
We compete with many other sellers of precious metals products and entities that offer precious metals based financial products. As we expand the scope of our product offering, we will compete directly with a greater number of precious metals sales and investment companies including:
·
coin shops and other fixed retail locations that offer access to the general public for purchase of gold bullion products from fixed locations through face-to-face sales.
·
Internet based businesses that offer coin and bullion products for purchase electronically over the internet.
·
financial institutions that offer access to gold and precious metals, gold and precious metals based securities and other leveraged products to investors.
·
vertical markets where competitors may have advantages in expertise, brand recognition, available financial and other resources, and other factors.
Some of these competitors have established customer bases and market recognition. These competitors maintain billing relationships with more customers and have access to established distribution networks. We have not yet generated significant revenue nor established a significant client and customer base from our limited operations compared to some of these competitors.
If these or other competitors seize our product ideas and business model and produced competing versions of our PMX Gold Bullion Financial Management Account with similar product matrixes, our ability to generate revenue would be negatively affected.
Additionally, these new competitors could be better capitalized and capture a larger market share of our intended market.
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Insurance
During the test marketing of the gold vending machine in 2011, the registrant maintained an insurance policy on the gold inventory, premises, and certain aspects of our business operations, as well as covering general liability of the registrant subject to certain limitations and exclusions. The registrant has signed a new insurance policy in December 2012 that covers both their office premises and any new gold machines.
Employees
We employ part-time employees on an as needed basis. We also have various consultants, lawyers and others that work for us on different aspects of our operations. As operations increase and revenues allow, we will have to employ an additional undetermined number of employees, consultants and contracted professionals to assist with the development of the registrants business plan.
Consulting Agreements
Gold Deposit Technologies, Inc.
On August 5, 2011, the registrant entered into an agreement with Gold Deposit Technologies, Inc. to assist in the development and implementation of the registrant's proprietary PMX Gold ATM Terminal and associated gold bullion based business plan.
The agreement allowed for annual stock awards and monthly cash payments to GDT in exchange for exclusive worldwide licensing rights to be awarded to the registrant for any technology and intellectual property developed between the parties as it relates to the precious metals industry, subject to certain financial and performance milestones to be accomplished by the registrant.
On March 15, 2012, the parties amended their agreement to allow for the assignment to and sole ownership by the registrant of all intellectual property rights developed to date, including but not limited to two earlier U.S. Provisional Patent Applications and a third patent filing (International Business Method Patent Application Number PCT/US2012/020486 'Unattended Precious Metal Distribution System, Methods and Apparatus').
GDT and the registrant recognized total payment to date under their contract of 3,000,000 PMXO shares and approximately $27,000 in cash as full and final payment due to GDT.
Item 1A. Risk Factors
Not applicable to a smaller reporting registrant.
8
Item 2. Properties
On March 1, 2015, we entered into a lease for property located at 4181 NW 1st Ave, Boca Raton, FL 33429. The deposit amount was $1,325. The property consists of 1,100 square feet, and rent is $15,000 per annum for a period of one year, plus sales tax.
The registrant signed a lease agreement with Reflections of Boca, LLC on February 22, 2012 for a period of three years for a total cost of at a cost of $67,431.84. The office space is located at 2200 NW Corporate Boulevard, Suite 220, Boca Raton, FL
The registrant signed a lease with Town Center at Boca Raton in December 2012. The space is located at 6000 Glades Road, Boca Raton, FL 33431 at a cost of $3,500 per month. The lease agreement is for a term of one year, and expired in December 2013. The lease was not renewed in 2014. This lease is for the gold machine itself, and is not related to any further office space.
Item 3. Legal Proceedings
The registrant is not a party to, and its property is not the subject of, any material pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable
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PART II
Item 5. Market For Registrants Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Item 5(a)
a) Market Information. The Company began trading publicly on the OTCQB on December 15, 2010 under the symbol "PMXO.OB".
The following table sets forth the range of high and low bid quotations for our common stock. The quotations represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.
2014 |
| High |
| Low |
January 1, 2014 - March 31, 2014 |
| $0.08 |
| $0.01 |
April 1, 2014 - June 30, 2014 |
| $0.05 |
| $0.01 |
July 1, 2014 - September 30, 2014 |
| $0.02 |
| $0.00 |
October 1, 2014 - December 31, 2014 |
| $0.01 |
| $0.00 |
|
|
|
|
|
2013 |
|
|
|
|
January 1, 2013 - March 31, 2013 |
| $0.10 |
| $0.04 |
April 1, 2013 - June 30, 2013 |
| $0.08 |
| $0.02 |
July 1, 2013 - September 30, 2013 |
| $0.07 |
| $0.01 |
October 1, 2013 - December 31, 2013 |
| $0.02 |
| $0.00 |
b) Holders. At April 15, 2015, there were approximately 100 shareholders of the registrant.
c) Dividends. Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
On August 29, 2011, the registrant approved the 2011 Stock Awards Plan that authorizes the issuance of 6,000,000 common shares. This plan was amended on November 7, 2013 to increase the amount authorized for issuance under the plan to 10,000,000 common shares. The 2011 Stock Awards Plan Awards may be granted only to persons who, at the time of grant, are employees, consultants, members of the board or persons affiliated with the registrant or any of its affiliates. An award may be granted on more than one
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occasion to the same person, and, subject to the limitations set forth in the Plan, such award may include an incentive stock option or a nonqualified stock option, a stock appreciation right, a restricted stock award, a phantom stock award or any combination thereof. To date, 9,500,000 common shares have been issued under the Plan.
The Plan shall remain in effect until all awards granted under the Plan have been satisfied or expired.
e) Performance graph. Not applicable.
f) Sale of unregistered securities.
In 2013, the Company issued 1,075,000 shares of common stock for cash of $86,000.
In 2013, an officer of the company converted a promissory note with principal and accrued interest of $10,694 to 1,110,684 shares of common stock.
In 2013, the Company issued 4,000,000 shares for services to 5 professionals with a fair value of $99,200.
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 year ended December 31, 2014.
On April 21, 2014 the Company issued an aggregate of 750,000 shares of stock to 3 separate consultants. The aggregate fair market value of $18,675 was charged to operations for the year ended December 31, 2014.
On September 28, 2014, the Company issued 5,952,360 shares of common stock to a related party for the conversion of $47,600 principle and $11,924 of accrued interest.
During the years ended December 31, 2014 and 2013, the Company issued 2,000,000 and 4,000,000 shares of stock, respectively, to its CEO, Lindsey Perry in exchange for services. For the year ended December 31, 2014 and 2013, $20,000 and $25,000 were charged to operations, respectively.
All of the above securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933 to sophisticated investors.
Not applicable
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuer and affiliated purchasers.
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During 2014 and 2013 we repurchased no shares of our common stock.
Item 6. Selected Financial Data.
Not applicable to smaller reporting companies.
Item 7. Managements Discussions 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
12
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 building a strong revenue platform from our terminals 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 twelve months ended December 31, 2014 and 2013
For the year ended December 31, 2014, we recorded net sales of $6,234. Our cost of sales was $5,270, resulting in a gross profit of $964. We recorded depreciation expenses of $31,737 and selling, general and administrative expenses of $264,355. We had interest expenses of $33,714. As a result, we had a net loss of $328,842 for the year ended December 31, 2014.
Comparatively, for the year ended December 31, 2013, we recorded net sales of $76,874. Our cost of sales was $75,681, resulting in a gross profit of $1,193. We recorded depreciation expenses of $30,759 and selling, general and administrative expenses of $315,813. We had a loss on the settlement of debt of $413 and a loss on the write-down of inventory to market of $65,076. We had other income of $500, and interest expenses of $30,145. As a result, we had a net loss of $440,513 for the year ended December 31, 2013.
The $70,640 decrease in net sales for the year ended December 31, 2014 compared to the year ended December 31, 2013 is due to decreased operations as we work to shift our business focus from gold vending machines to vending machines for medical marijuana dispensaries. We had a decrease in selling, general and administrative expenses of $42,192 for the year ended December 31, 2014 as a result of those decreased operations. As a result of our decreased operations, we had a decrease in our net loss in the amount of $111,672 for the year ended December 31, 2014 compared to the year ended December 31, 2013.
Liquidity and Capital Resources
For the year ended December 31, 2014, we had a net loss of $328,842. We had the following adjustments to reconcile net loss to net cash used in operating activities: We had an increase of $31,737 due to depreciation and an increase of $113,675 due to the issuance of common stock for services. We had the following changes in assets and liabilities: We had a decrease of $19,799 due to inventory and a decrease of $10,615 due
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to accrued expenses. We had an increase of $1,000 due to prepaid expenses and other current assets and an increase of $938 due to security deposits. We had an increase of $10,778 due to accounts payable and an increase of $33,714 due to accrued interest. As a result, we had net cash used in operating activities of $102,815 for the year ended December 31, 2014.
For the year ended December 31, 2013, we had a net loss of $440,513. We had the following adjustments to reconcile net loss to net cash used in operating activities: We had an increase of $30,759 due to depreciation, an increase of $99,200 due to the issuance of common stock for services, and an increase of $65,076 due to the loss on inventory writedown. We had an increase of $413 due to the loss on conversion of convertible notes and an increase of $25,000 due to in-kind services. We had the following changes in assets and liabilities: We had an increase of $74,622 due to inventory, an increase of $7,541 due to accounts payable, an increase of $29,144 due to accrued interest, and a decrease of $2,033 due to accrued expenses. As a result, we had net cash used in operating activities of $110,791 for the year ended December 31, 2013.
For the year ended December 31, 2014, we had $0 due to the purchase of fixed assets, resulting in net cash provided by investing activities of $0 for the period.
For the year ended December 31, 2013, we had a decrease of $43,724 due to the purchase of fixed assets, resulting in net cash used in investing activities of $43,724 for the period.
For the year ended December 31, 2014, we received $99,872 as proceeds from related party notes payable. As a result, we had net cash provided by financing activities of $99,872 for the period.
For the year ended December 31, 2013, we received $54,500 as proceeds from related party notes payable and $86,000 as proceeds from stock issuance. As a result, we had net cash provided by financing activities of $140,500 for the year ended December 31, 2013.
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 registrants business plan. It is our intent to secure a market share in the retail gold and related financial services 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 Bullion Account becomes active and the PMX Gold ATM terminals are developed and put into use and positive cash flow product is generated.
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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.
Off-Balance Sheet Arrangements
The registrant had no material off-balance sheet arrangements as of December 31, 2014.
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.
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.
15
Item 7a. Quantitative And Qualitative Disclosures About Market Risk
Not applicable.
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Item 8. Financial Statements And Supplementary Data
PMX Communities, Inc.
Index to
Financial Statements
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| Page |
Report of Independent Registered Public Accounting Firm |
| 18 |
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Audited Consolidated Balance Sheets of December 31, 2014 and 2013 |
| 19 |
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Audited Consolidated Statements of Operations for the Years ended December 31, 2014 and 2013 |
| 20 |
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Audited Consolidated Statement of Changes in Stockholders' Deficit |
| 21 |
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Audited Consolidated Statements of Cash Flows for the Years ended December 31, 2014 and 2013 |
| 22 |
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Notes to Consolidated Financial Statements |
| 23 |
17
Messineo & Co., CPAs LLC 2471 N McMullen Booth Rd, Ste. 302 Clearwater, FL 33759-1362 T: (727) 421-6268 F: (727) 674-0511 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of PMX Communities, Inc.
We have audited the accompanying consolidated balance sheets of PMX Communities, Inc. and Subsidiaries (the Company) as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders deficit and cash flows for the years then ended. PMX Communities Inc.s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of PMX Communities, Inc. and Subsidiaries of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has a deficiency in working capital, negative cash flows from operating activities, and a history of losses resulting in an accumulated deficit. The Companys 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 Companys ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Messineo & Co., CPAs, LLC
Clearwater, FL
April 14, 2015
18
PMX Communities, Inc. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2014 and 2013
| December 31, |
| December 31, |
| 2014 |
| 2013 |
Assets |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents | $ 13 |
| $ 2,956 |
Inventory | 5,251 |
| 25,050 |
Prepaid expenses | - |
| 500 |
Other current assets | - |
| 500 |
Total current assets | 5,264 |
| 29,006 |
|
|
|
|
Fixed assets |
|
|
|
Property and equipment, net of accumulated depreciation of $63,661 and $31,924, respectively | 96,438 |
| 128,175 |
|
|
|
|
Other assets |
|
|
|
Security deposits | 4,500 |
| 5,438 |
Total assets | $ 106,202 |
| $ 162,619 |
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
Accounts Payable | $ 69,070 |
| $ 58,295 |
Accrued expenses | - |
| 10,612 |
Related parties - short-term loan | 249,420 |
| 194,828 |
Notes payable - short term | 224,024 |
| 204,553 |
Total current liabilities | 542,514 |
| 468,288 |
Total Liabilities | 542,514 |
| 468,288 |
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
Stockholders' deficit |
|
|
|
Preferred stock, $.0001 par value; authorized 10,000,000; no issued and outstanding | - |
| - |
Common stock, $.0001 par value; authorized 500,000,000 shares; issued and outstanding 93,115,124 and 81,912,764 shares as of December 31, 2014 and 2013, respectively | 9,311 |
| 8,191 |
Additional paid-in capital | 2,719,776 |
| 2,522,697 |
Accumulated deficit | (3,165,399) |
| (2,836,557) |
Total stockholders' deficit | (436,312) |
| (305,669) |
Total liabilities and stockholders' deficit | $ 106,202 |
| $ 162,619 |
See accompanying notes to financial statements
19
PMX Communities, Inc. and Subsidiaries
Consolidated Statement of Operations
For the Years Ended December 31, 2014 and 2013
|
| 2014 |
| 2013 |
|
|
|
|
|
Net sales |
| $ 6,234 |
| $ 76,874 |
Cost of sales |
| 5,270 |
| 75,681 |
Gross profit |
| 964 |
| 1,193 |
|
|
|
|
|
Costs and expenses: |
|
|
|
|
Depreciation |
| 31,737 |
| 30,759 |
Selling, general and administrative expenses |
| 264,355 |
| 315,813 |
|
| 296,092 |
| 346,572 |
Loss from operations |
| (295,128) |
| (345,379) |
|
|
|
|
|
Loss on settlement of debt |
| - |
| (413) |
Loss on write-down of inventory to market |
| - |
| (65,076) |
Other income |
| - |
| 500 |
Interest expense |
| (33,714) |
| (30,145) |
Loss before income taxes |
| (328,842) |
| (440,513) |
Income taxes |
| - |
| - |
Net loss |
| $ (328,842) |
| $ (440,513) |
|
|
|
|
|
|
|
|
|
|
Basic net loss per share |
| $ (0.00) |
| $ (0.01) |
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
Basic |
| 86,174,320 |
| 77,962,049 |
See accompanying notes to financial statements.
20
PMX Communities, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Deficit
For the Years Ended December 31, 2014 and 2013
| Common Stock | Additional Paid in | Accumulated | Total Stockholders' | |
| Shares | Par Value | Capital | Deficit | Deficit |
|
|
|
|
|
|
Balance December 31, 2012 | 75,707,288 | $ 7,571 | $ 2,300,427 | $ (2,396,044) | $ (88,046) |
|
|
|
|
|
|
Common stock purchased for cash | 1,075,000 | 107 | 85,893 |
| 86,000 |
Common stock issued for services | 4,000,000 | 400 | 98,800 |
| 99,200 |
Common stock issued for conversion of notes payable | 1,130,476 | 113 | 12,577 |
| 12,690 |
In-kind services |
|
| 25,000 |
| 25,000 |
Net loss |
|
|
| (440,513) | (440,513) |
|
|
|
|
|
|
Balance December 31, 2013 | 81,912,764 | $ 8,191 | $ 2,522,697 | $ (2,836,557) | $ (305,669) |
|
|
|
|
|
|
Common stock issued for services | 5,250,000 | 525 | 113,150 |
| 113,675 |
Common stock issued for conversion of notes payable | 5,952,360 | 595 | 58,929 |
| 59,524 |
In-kind services |
|
| 25,000 |
| 25,000 |
Net loss |
|
|
| (328,842) | (328,842) |
|
|
|
|
|
|
Balance December 31, 2014 | 93,115,124 | $ 9,311 | $ 2,719,776 | $ (3,165,399) | $ (436,312) |
See accompanying notes to financial statements.
21
PMX Communities, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2014 and 2013
| 2014 |
| 2013 |
Cash flows from operating activities |
|
|
|
Net loss | $ (328,842) |
| $ (440,513) |
Adjustments to reconcile net (loss) to net |
|
|
|
cash provided by (used in) operating activities: |
|
|
|
Depreciation | 31,737 |
| 30,759 |
Issuance of common stock for services | 113,675 |
| 99,200 |
Loss on inventory write down | - |
| 65,076 |
Loss on conversion of convertible notes | - |
| 413 |
In-kind services | 25,000 |
| 25,000 |
Change in assets and liabilities |
|
|
|
Inventory | 19,799 |
| 74,622 |
Prepaid expenses and other current assets | 1,000 |
| - |
Security deposit | 938 |
| - |
Accounts payable | 10,775 |
| 7,541 |
Accrued interest | 33,715 |
| 29,144 |
Accrued expenses | (10,612) |
| (2,033) |
Net cash used in operating activities | (102,815) |
| (110,791) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of fixed assets | - |
| (43,724) |
Net cash used in investing activities | - |
| (43,724) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from related party notes payable | 99,872 |
| 54,500 |
Proceeds from stock issuance | - |
| 86,000 |
Net cash provided by financing activities | 99,872 |
| 140,500 |
|
|
|
|
Net increase in cash and cash equivalents | (2,943) |
| (14,015) |
Cash and cash equivalents, beginning of fiscal year | 2,956 |
| 16,971 |
Cash and cash equivalents, end of period | $ 13 |
| $ 2,956 |
|
|
|
|
Supplementary information: |
|
|
|
Cash paid for : |
|
|
|
Interest | $ - |
| $ 492 |
Income taxes | $ - |
| $ - |
|
|
|
|
Non-cash transactions: |
|
|
|
Conversion of notes payable and accrued interest into common stock | $ 59,524 |
| $ 12,690 |
See accompanying notes to financial statements.
22
PMX Communities, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2014 and December 31, 2013
NOTE 1 - DESCRIPTION OF BUSINESS
PMX Communities, Inc. "PMX" was organized under the laws of the State of Nevada on December 29, 2004 under the name Merge II, Inc. PMX's year end is December 31.
On September 28, 2010, the Company formed PMX Gold, LLC, (PMX Gold) a Florida limited liability company as a wholly owned subsidiary of the Company to assist with evaluating and pursuing opportunities within the Gold Mining and Retail Gold Sales Industries.
On September 28, 2011, the Company formed PMX Gold Bullion Sales Inc. (PMX Bullion), a Florida corporation as a wholly owned subsidiary of the Company.
PMX, (through its wholly owned subsidiaries PMX Gold, LLC and PMX Gold Bullion Sales Inc.) focuses on the development of leveraged opportunities within the Retail Gold Sales and Gold Mining Industries.
PMX Communities, Inc. and its wholly- owned subsidiaries are hereafter referred to as the Company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America.
A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows:
The accompanying consolidated financial statements were prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of operations.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.
23
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the valuation of inventories, deferred tax assets and equity transactions.
Principles of Consolidation
The consolidated financial statements include the accounts of PMX Communities, Inc. and its wholly-owned subsidiaries, PMX Gold, LLC and PMX Gold Bullion Sales, Inc. All inter-company transactions have been eliminated.
Financial Instruments and Fair Value
The Companys balance sheet includes certain financial instruments, including cash, inventory, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, 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 entitys 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
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the
24
asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3
Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Inventories
Inventories are valued at the lower of cost (first-in, first-out) or market, and include finished gold bullion coins and bars. Inventory is stated at fair market value in accordance with ASC 330-10-35-15.
Equipment
Equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight line method over the estimated useful life of five years for equipment, seven years for molds and seven years for furniture and fixtures.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining useful lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In such circumstances, those assets are written down to estimated fair value. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value.
Common Stock, Common Stock Options and Warrants
The Company uses the fair value recognition provision of ASC 718, "Compensation-Stock Compensation," which requires the Company 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 Company uses the Black-Scholes option pricing model to calculate the fair value of any equity instruments on the grant date.
25
The Company 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.
Income Taxes
Under the asset and liability method prescribed under ASC 740, Income Taxes, the Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.
The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2014 and 2013, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. The tax years for December 31, 2011-2014 remain subject to review by federal and state tax authorities.
Revenue Recognition
The Company recognizes revenue when it is realized and realizable.
- Persuasive evidence of an arrangement exists; and
- Delivery has occurred; and
- Price is fixed or determinable; and
- Collectability is reasonably assured
Subject to these criterions, the Company recognizes revenue at the time the merchandise is purchased and the machine dispenses the relevant merchandise. The Company offers its individual customers a 14-day warranty if the item is returned and if the TEP packaging is not broken. The customer will receive their money back. The Company estimates an allowance for sales returns based on historical experience with product returns. The Company closely follows the provisions of ASC 605, Revenue Recognition, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.
26
Income (loss) Per Common Share
Basic income (loss) per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. As of December 31, 2014 and 2013, the effect of 325,000 and 325,000 warrants, respectively, are not included in the loss per share calculation since the effect is anti-dilutive.
Recent Authoritative Accounting Pronouncements
In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) (ASU 2014-09)
This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
To achieve that core principle, an entity should apply the following steps:
1.
Identify the contract(s) with the customer
2.
Identify the performance obligations in the contract
3.
Determine the transaction price
4.
Allocate the transaction price to the performance obligations in the contract
5.
Recognize revenue when (or as) the entity satisfies a performance obligations
The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following:
1.
Contracts with customers including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations)
2.
Significant judgments and changes in judgments determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations
3.
Assets recognized from the costs to obtain or fulfill a contract.
27
ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted.
In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12 CompensationStock Compensation (Topic 718) : Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (ASU 2014-12).
The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.
The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted.
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 3 - GOING CONCERN
As reflected in the accompanying consolidated financial statements, the Company had a net loss of $328,842 and $440,513 for the years ended December 31, 2014 and 2013, respectively. The Company has a working capital and stockholders' deficiency of $537,250 and $439,282 at December 31, 2014 and 2013, respectively. There is a
28
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 raise capital. 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 Company 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.
NOTE 4 - INVENTORY
Included in inventory are the package materials used to hold each piece disbursed from the gold dispensing terminal.
Inventory consists of the following:
|
| December 31, 2014 |
| December 31, 2013 |
|
|
|
|
|
Finished Goods | $ | 5,251 | $ | 25,050 |
| $ | 5,251 | $ | 25,050 |
In 2013 the Company recognized a write-down to fair market value, attributable to the gold pricing, in the amount of $65,076.
NOTE 5 - PROPERTY AND EQUIPMENT
Components of property and equipment are as:
|
| December 31, 2014 |
| December 31, 2013 |
|
|
|
|
|
Gold Machines | $ | 146,224 | $ | 146,224 |
Molds |
| 8,909 |
| 8.909 |
Office Equipment |
| 1,600 |
| 1,600 |
Office Furniture and Fixtures |
| 3,366 |
| 3,366 |
Less: Accumulated Depreciation |
| (63,661) |
| (31,924) |
|
|
|
|
|
Property and Equipment, net | $ | 96,438 | $ | 128,175 |
Depreciation for the years ended December 31, 2014 and 2013 was $31,737 and $30,759, respectively.
29
NOTE 6 - NOTES PAYABLE
Promissory Notes
Beginning in 2010, the Company entered into various Promissory Notes at an annual interest rate of 8-10%. The Notes are unsecured and have maturities ranging from 6 months to 2 years.
During the year ended December 31, 2014, one noteholder converted his Promissory Notes with a principal of $47,600 and accrued interest of $11,924, for a total balance of $59,524, which was exchanged for 5,952,360 shares of common stock. The exchange shares were valued at the fair market trading price, therefore no gain or loss on the extinguishment of debt was recognized.
During the year ended December 31, 2014, one related party loaned the Company a total of $99,872 in a series of 10 promissory notes. The notes each have a 6-month maturity period with an annual interest rate of 5%.
During the year ended December 31, 2013, one related party converted his Promissory Note with a principal and accrued interest balance of $10,694 converted the balance to 1,110,684 shares of common stock resulting in a loss of $413 that was recorded in the Statement of Operations. Additionally, during the year ended December 31, 2013, 19,792 shares were awarded to one shareholder to satisfy accrued interest of $1,583 on a note previously converted in December 2012.
During the year ended December 31, 2013, one related party loaned the Company a total of $54,500 in a series of 9 promissory notes. The notes each have a 6-month maturity period with an annual interest rate of 5% - 10%.
The Promissory Notes carried outstanding principal of $384,239 and $331,967 as of December 31, 2014 and 2013, respectively. Accrued interest was $89,204 and $67,413 as of December 31, 2014 and 2013. Of these outstanding Promissory Notes, related parties held $249,420 and $247,100 in principal and accrued interest as of December 31, 2014 and 2013, respectively.
Future maturities of notes payable, excluding interest, as of December 31, 2014, are as follows:
Past Due | $ 338,239 |
2015 | 46,000 |
2016 | - |
thereafter | - |
Total | $ 384,239 |
30
NOTE 7 - EQUITY
On December 11, 2014, the Company amended its Articles of Incorporation. The following are the authorized shares for each class:
Class | Par | Authorized |
Preferred | 0.0001 | 10,000,000 |
Common | 0.0001 | 500,000,000 |
The preferred shares have not been designated in regards to preference.
Shares Issued for Cash
In 2013, the Company issued 1,075,000 shares of common stock for cash of $86,000.
Shares Issued for Services
During the years ended December 31, 2014 and 2013, the Company issued 2,000,000 and 4,000,000 shares of stock, respectively, to its CEO, Lindsey Perry in exchange for services. For the year ended December 31, 2014 and 2013, the Company recognized compensation, at the fair value of the shares at the date of grant, in the amounts of $20,000 and $25,000, respectively.
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, the fair market value of the shares at the date of grant, to operations for the year ended December 31, 2014.
On April 21, 2014 the Company issued an aggregate of 750,000 shares of stock to 3 separate consultants. The aggregate fair market value of $18,675 was charged to operations for the year ended December 31, 2014.
In 2013, the Company issued 4,000,000 shares for services to 5 professionals with a fair value of $99,200.
Shares Issued in Exchange for Notes Payable and Accrued Interest
On September 28, 2014, one noteholder converted his Promissory Notes with a principal of $47,600 and accrued interest of $11,924, for a total balance of $59,524, which was exchanged for 5,952,360 shares of common stock. The exchange shares were valued at the fair market trading price, therefore no gain or loss on the extinguishment of debt was recognized.
31
During the year ended December 31, 2013, one related party converted his Promissory Note with a principal and accrued interest balance of $10,694 converted the balance to 1,110,684 shares of common stock resulting in a loss of $413 that was recorded in the Statement of Operations. Additionally, during the year ended December 31, 2013, 19,792 shares were awarded to one shareholder to satisfy accrued interest of $1,583 on a note previously converted in December 2012.
Warrants
The following tables summarize all A and B warrants issued to consultants and warrants issued as part of convertible debt transactions for the year ended December 31, 2014 and December 31, 2013, and the related changes during these years. The A warrants are exercisable at $0.20 per share for a period of one year from the date of issue and the B warrants are exercisable at $0.25 per share for a period of two years from the date of issue.
Warrants |
|
| |
Balance at December 31, 2012 |
|
| 4,081,053 |
Issued |
|
| 0 |
Exercised |
|
| 0 |
Expired/Forfeited |
|
| (3,756,053) |
Balance at December 31, 2013 |
|
| 325,000 |
Warrants Exercisable at December 31, 2013 |
|
| 325,000 |
Weighted Average Fair Value of Warrants Granted During 2013 |
| $ | 0.00 |
|
|
|
|
|
Balance at December 31, 2013 |
|
| 325,000 |
|
Issued |
|
| 0 |
|
Exercised |
|
| 0 |
|
Expired/Forfeited |
|
| 0 |
|
Balance at December 31, 2014 |
|
| 325,000 |
|
Warrants Exercisable at December 31, 2014 |
|
| 325,000 |
|
Weighted Average Fair Value of Warrants Granted During 2014 |
| $ | 0.00 |
|
NOTE 8 - RELATED PARTY TRANSACTIONS
During the year ended December 31, 2014, one shareholder converted his Promissory Notes with a principal and accrued interest balance of $59,524 converted the balance to 5,952,360 shares of common stock.
In 2014 and 2013, the Companys majority shareholder loaned the Company $99,872 and $54,500. Amounts loaned were at various dates, evidenced by notes, maturing in six months, at stated interest rate of 5% and 10% after the maturity date
32
In 2013, an officer of the company converted a promissory note with principal and accrued interest of $10,694 to 1,110,684 shares of common stock.
NOTE 9 COMMITMENT AND CONTIGENCY
In December 2012, the Company signed a 36-month lease agreement for office space at Reflections of Boca LLC. The rent is $1,366 per month.
The Company signed a 12-month lease for rental space for the Companys gold dispensing terminal on January 1, 2013. The rent is $3,500 per month. The lease was not renewed for 2014.
Security Deposits consist of the following:
|
| December 31, 2014 |
| December 31, 2013 |
|
|
|
|
|
West Boca Executive Suites | $ |
| $ | 939 |
Reflections of Boca LLC |
| 4,500 |
| 4,499 |
| $ | 4,500 | $ | 5,438 |
Future lease commitments
|
|
For the years ending: |
|
2015 | 2,928 |
Total | $2,928 |
NOTE 10 PROVISION FOR INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Companys deferred tax liabilities and assets as of December 31, 2014 and 2013 are as follows:
|
| 2014 |
| 2013 |
At December 31, deferred tax assets consist of: |
|
|
|
|
Net operating loss carry forward | $ | 2,697,168 | $ | 2,368,326 |
Start-up costs capitalized for tax purposes |
| 405,876 |
| 405,876 |
Gross deferred tax assets |
| 1,086,065 |
| 970,971 |
Valuation allowance |
| (1,086,065) |
| (970,971) |
Net deferred tax assets | $ | - | $ | - |
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The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:
|
| December 31, | ||
|
| 2014 |
| 2013 |
|
|
|
|
|
Combined statutory income tax rate |
| 35% |
| 35% |
|
|
|
|
|
Valuation allowance |
| (35%) |
| (35%) |
Effective tax rate |
| - |
| - |
Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The effects of temporary differences that gave rise to deferred tax assets are as follows:
The Company has made a 100% valuation allowance of the deferred income tax asset at December 31, 2014, as it is not expected that the deferred tax assets will be realized. The Company has a net operating loss carry forward of $2,697,168 available to offset future taxable income through 2034. The valuation allowance increased $115,094 for the year ended December 31, 2014.
The Companys federal income tax returns for the years ended December 31, 2012 through December 31, 2014 remains subject to examination by the Internal Revenue Services as of December 31, 2014.
NOTE 11 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, Subsequent Events the Company has analyzed its operations subsequent to December 31, 2014 to the date these financial statements were available to be issued and has determined that the following subsequent events need to be disclosed in these financial statements.
We have made the following balloon promissory notes to Mark Goldstein, a majority shareholder of the Company: On January 29, 2015, we made a $2,703 balloon promissory note with an interest rate of 5% for the first six months and 10% thereafter. On February 10, 2015, we made a $6,900 balloon promissory note with an interest rate of 5% for the first six months and 10% thereafter. On March 6, 2015, we made a $14,000 balloon promissory note with an interest rate of 5% for the first six months and 10% thereafter.
On March 1, 2015, we entered into a lease for property located at 4181 NW 1st Ave, Boca Raton, FL 33429. The deposit amount was $1,325. The property consists of 1,100 square feet, and rent is $15,000 per annum for a period of one year.
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Item 9. Changes In and Disagreements With Accountants On Accounting And Financial Disclosure
None
Item 9a. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief 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, as of December 31, 2014. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be not effective as of December 31, 2014 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.
Managements Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our chief executive officer and chief financial officer, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. These officers have evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting Guidance for Smaller Public Companies.
Our chief executive officer and chief financial officer have assessed the effectiveness of our internal control over financial reporting as of December 31, 2014 and concluded that it was not effective because of the material weakness described below:
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In connection with the preparation of our consolidated financial statements for the year ended December 31, 2014, material weaknesses became evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchange Commission due to the lack of resources and segregation of duties. A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.
The registrant hired an outsource certified public accountant to work with our CFO and management on an as needed basis to eliminate the material weaknesses. We will continue to aggressively recruit experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission. Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the registrants registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the registrant to provide only managements report in this annual report.
Evaluation of Changes in Internal Control over Financial Reporting
Our chief executive officer and chief financial officer have evaluated changes in our internal controls over financial reporting that occurred during the year ended December 31, 2014. Based on that evaluation, our chief executive officer and chief financial officer, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Important Considerations
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to
36
the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
Item 9b. Other Information
None
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PART III
Item 10. Directors, Executive Officers And Corporate Governance.
Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated. We confirm that the number of authorized directors has been set at one or more in number pursuant to our bylaws.
Each director shall be selected for a term of one year and until his successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified. The directors, officers and significant employees are as follows:
NAME |
| AGE |
| POSITIONS HELD |
| SINCE |
Lindsey Perry |
| 61 |
| CEO/ Director/ CFO/ Controller |
| April 19, 2012 to present |
Business Experience of Officers, Directors and Significant Employees
Lindsey R. Perry, Jr. has been the chairman, chief executive officer, and chief financial officer of PMX Communities since April 19, 2012. Mr. Perry graduated from Bucknell University in 1977 with a Bachelor of Science Degree in accounting.
The above named director will serve in his capacity as director until our next annual shareholder meeting to be held within six months of our fiscal year's close. Directors are elected for one-year terms.
Section 16(a) Beneficial Ownership Reporting Compliance
To our knowledge, no director, officer or beneficial owner of more than ten percent of any class of our equity securities, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during 2014.
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
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Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Family Relationships
There are no family relationships between our officers and directors.
Involvement in Certain Legal Proceedings
None of our directors, executive officers and control persons has been involved in any of the following events during the past ten years:
·
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
·
Any conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor offenses);
·
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or
·
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
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Item 11. Executive Compensation
We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.
Name and Principal Position | Year |
| Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Comp | Nonqualified deferred Comp Earnings | All Other Comp | Total |
Lindsey Perry | 2014 |
| - | - | 20,000 | - | - | - | - | 20,000 |
CEO/ CFO | 2013 |
| - | - | 24,800 | - | - | - | - | 24,800 |
Item 12. Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of April 15, 2015, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group.
The number of shares listed below includes shares that each shareholder listed in the table has the right to acquire beneficial ownership of within 60 days.
Name and Address |
| Number & Class of Shares |
| Percentage of Outstanding Common Shares |
Lindsey R. Perry, Jr. (1) |
| 6,906,628 direct |
| 7.42% |
6505 NW 39th Terrace |
| 110,000 indirect(2) |
| 0.12% |
Boca Raton, FL 33496 |
|
|
|
|
|
|
|
|
|
Directors/ Officers |
| 6,906,628 direct |
| 7.42% |
As a group one (1) person |
| 110,000 indirect |
| 0.12% |
|
|
|
|
|
Mark Goldstein |
| 1,620,975 direct |
| 1.74% |
2700 N. Military Trail |
| 38,952,360 indirect (3) |
| 41.83% |
Suite 130 |
|
|
|
|
Boca Raton, FL 33431 |
|
|
|
|
(1)Mr. Perry is an officer and director of PMX Communities.
(2)These shares are owned by Caddyshack Partners, LLC. Mr. Perry owns 25% of this entity
(3)Represents common shares held by Dickinson Capital, LLC (a Florida limited liability company) that is controlled by Mark B. Goldstein.
40
Based upon 93,115,124 outstanding common shares as of April 8, 2015.
Item 13. Certain Relationships and Related Transactions, and Director Independence
In 2014 and 2013, Mark Goldstein loaned the registrant $99,872 and $54,500, respectively.
In 2013, Lindsey Perry converted a promissory note with principal and accrued interest of $10,694 to 1,110,684 common shares.
On January 6, 2014, the registrant issued 2,000,000 common shares to Lindsey Perry for future services.
Director Independence
All of our directors are independent as such term is defined by a national securities exchange or an inter-dealer quotation system. During the years ended December 31, 2014 and 2013 there were no transactions with related persons other than as described in the section below.
Item 14. Principal Accounting Fees and Services
On May 1, 2013, the registrant dismissed Liggett, Vogt & Webb, P.A. as their registered independent public accountant. On May 2, 2013, the registrant engaged Messineo & Co., CPAs, LLC as their new independent public accountant. The following table shows the fees that were billed for the audit and other services provided by such firm for 2014 and 2013.
| 2014 | 2013 |
Audit Fees | $17,500 | $12,500 |
Audit-Related Fees | - | - |
Tax Fees | - | - |
All Other Fees | - | - |
Total | $17,500 | $12,500 |
Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
41
Audit-Related Fees - This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.
Tax Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
Pre-approval Policy
Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2014 were pre-approved by the entire Board of Directors.
Board of Directors Report
The Board of Directors has reviewed and discussed with the registrant's management and independent auditor the audited consolidated financial statements of the registrants contained in the registrant's Annual Report on Form 10-K for the registrant's fiscal year ended December 31, 2014. The Board has also discussed with the independent auditor the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the registrant's consolidated financial statements.
The Board has received and reviewed the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the Board concerning independence, and has discussed with its independent auditor its independence from the registrant.
The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.
Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements in the registrant's Annual Report on Form 10-K for its fiscal year ending December 31, 2014 for filing with the SEC.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, December 31, 2014 and 2013
Statements of Operations for the years ended December 31, 2014 and 2013
Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2014 and 2013
Statements of Cash Flows for the years ended December 31, 2014 and 2013
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof: None.
(a)(3) Exhibits
The following exhibits are included herewith:
Exhibit No. | Description |
31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | Certification of Chief Executive Officer and Chief Financial Officer 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 |
*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.
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.
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NO. | DESCRIPTION | FILED WITH | DATE FILED |
3.1 | Articles of Incorporation | Form S-1 | September 3, 2009 |
3.2 | Certificate of Amendment | Form S-1 | September 3, 2009 |
3.3 | Certificate of Change | Form S-1 | September 3, 2009 |
3.4 | Certificate of Amendment | Form 8-K | December 12, 2014 |
3.5 | Bylaws | Form S-1 | September 3, 2009 |
4.1 | PMX Stock Awards Plan | Form S-8 | November 11, 2013 |
10.1 | Lease-Purchase Option | Form S-1 | September 3, 2009 |
10.2 | Revised Assignment and Assumption | Form S-1/A | October 16, 2009 |
10.3 | Agreement with Invisosoft | Form S-1 | September 3, 2009 |
10.4 | Business Consultant Agreement | Form S-1 | September 3, 2009 |
10.5 | Gervis Agreement | Form S-1/A | October 16, 2009 |
10.6 | Partial Satisfaction of Promissory Notes | Form S-1/A | October 16, 2009 |
10.7 | Mark Goldstein Note Dated 2/13/09 | Form S-1/A | October 16, 2009 |
10.8 | Barry Roderman Note Dated 2/13/09 | Form S-1/A | October 16, 2009 |
10.9 | Mark Connell Note Dated 2/27/09 | Form S-1/A | October 16, 2009 |
10.10 | Andrew Goldstein Note Dated 3/8/09 | Form S-1/A | October 16, 2009 |
10.11 | Philip and Cynthia Liberty Note Dated 6/19/09 | Form S-1/A | October 16, 2009 |
10.12 | Glenn Murphy Note Dated 6/25/09 | Form S-1/A | October 16, 2009 |
10.13 | Financing Agreement Dated 8/18/10 | Form 8-K | October 20, 2010 |
10.14 | Agreement Dated 9/2/10 | Form 8-K | October 20, 2010 |
10.15 | Agreement Dated 10/5/10 | Form 8-K | October 20, 2010 |
10.16 | Transmedia Consulting Agreement | Form 8-K | December 20, 2010 |
10.17 | Tritos Consulting Agreement | Form 8-K | December 20, 2010 |
10.18 | Development Agreement | Form 8-K | August 29, 2011 |
10.19 | Financing Agreement | Form 8-K | August 29, 2011 |
10.20 | Employment Agreement | Form 8-K | August 29, 2011 |
10.21 | 2011 Stock Awards Plan | Form 8-K | August 29, 2011 |
10.22 | First Amendment to Executive Employment Agreement | Form 8-K/A | February 15, 2012 |
10.23 | Promissory Note | Form 8-K/A | February 15, 2012 |
16.1 | Auditor's Letter | Form 8-K/A | February 22, 2013 |
99.1 | Confidentiality Agreement | Form 8-K | May 21, 2012 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BY: /s/ Lindsey Perry
Lindsey Perry
Chief Executive Officer, Chief Financial Officer
Dated: April 15, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Lindsey Perry
Lindsey Perry
Chief Executive Officer, Chief Financial Officer, Director, Controller
Dated: April 15, 2015
45