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EX-32 - EXHIBIT 32 - PMX Communities, Inc.pmx10q2q15ex32final.htm
EX-31 - EXHIBIT 31 - PMX Communities, Inc.pmx10q2q15ex31final.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2015


-OR-


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


Commission File Number: 000-53974


PMX COMMUNITIES, INC.

(Exact name of Registrant as specified in its charter)


 

 

 

 

 

 

Nevada

 

80-0433114

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


 

 

 

 

 

 

4181 NW 1st Avenue, #7

 

 

Boca Raton, FL 33431

 

(561) 210-5349

(Address of Principal Executive Offices)

 

(Registrant's telephone number)


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


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


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.         Yes [ ]    No  [x]   


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes [ ]    No [x]


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




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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Rule 12b-2 of the Exchange Act. (Check one):


 

 

 

 

 

 

 

 

 

Large accelerated filer  [ ]

 

Accelerated filer                      [ ]

Non-accelerated filer    [ ]

 

Smaller reporting company     [x]


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


The number of outstanding shares of the registrant’s common stock, August 17, 2015:

Common Stock – 97,114,124.


DOCUMENTS INCORPORATED BY REFERENCE


  None.




2




Table of Contents


 

 

 

 

 

 

 

 

Page

 

 

No.

Part I.

Financial Information

 

 

 

 

Item 1.  

Financial Statements (Unaudited)

 

 

Condensed Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014 (Audited)

4

 

Condensed Unaudited Consolidated Statements of Operations  For the Three and Six Months Ended June 30, 2015 and 2014

5

 

Condensed Unaudited Consolidated Statements of Cash Flows  For the Six Months Ended June 30, 2015 and 2014

6

 

Notes to Condensed Unaudited Consolidated Financial Statements  

7

 

 

 

Item 2.

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

16

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

20

 

 

 

Item 4.

Controls and Procedures

20

 

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

21

 

 

 

Item 1a.

Risk Factors

21

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Proceeds

21

 

 

 

Item 3.

Defaults Upon Senior Securities

21

 

 

 

Item 4.

Mine Safety Disclosures

21

 

 

 

Item 5.

Other Information

21

 

 

 

Item 6.

Exhibits

21

 

 

 

 

Signatures

22



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Table of contents


PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2015 (UNAUDITED) AND DECEMBER 31, 2014

 

June 30, 2015

 

December 31,2014

 

 (Unaudited)

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

  Cash and cash equivalents

$                         -

 

$                     13

  Inventory

5,251

 

5,251

Total current assets

5,251

 

5,264

 

 

 

 

Fixed assets

 

 

 

   Property and equipment , net of accumulated depreciation

80,925

 

96,438

 

 

 

 

Other assets

 

 

 

 Security deposits

-

 

4,500

 

 

 

 

Total assets

$              86,176

 

$           106,202

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

Current liabilities

 

 

 

   Bank overdraft

$                  145

 

$                       -

  Accounts payable

63,570

 

69,070

  Notes payable, related parties

317,567

 

249,420

  Notes payable

219,116

 

224,024

Total current liabilities

600,398

 

542,514

 

 

 

 

Total Liabilities

600,398

 

542,514

 

 

 

 

Stockholders' deficit

 

 

 

 Preferred stock, $0.0001 par value; authorized 10,000,000

shares; none issued and outstanding as of June 30, 2015 (unaudited) and December 31, 2014, respectively

-

 

-

Common stock, $0.0001 par value; authorized 100,000,000 shares; issued and outstanding 97,114,124 (unaudited) and 93,114,124 shares as of June 30, 2015 and December 31, 2014, respectively

9,711

 

9,311

  Additional paid-in capital

2,735,376

 

2,719,776

  Accumulated deficit

(3,259,309)

 

(3,165,399)

Total stockholders' deficit

(514,222)

 

(436,312)

 

 

 

 

Total liabilities and stockholders' deficit

$             86,176

 

$           106,202



See accompanying notes to condensed unaudited consolidated financial statements.



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Table of contents


PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014


 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Revenues

 

$              -

 

$               -

 

$            -

 

$      6,234

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

  Depreciation

 

7,757

 

7,757

 

15,513

 

15,691

  Selling, general and administrative expenses

 

37,899

 

38,507

 

57,133

 

144,545

Total Operating expenses

 

45,656

 

46,264

 

72,646

 

160,236

 

 

 

 

 

 

 

 

 

Loss from operations

 

(45,656)

 

(46,264)

 

(72,646)

 

(154,002)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense

 

(3,051)

 

(4,023)

 

(6,288)

 

(6,178)

Interest expense, related party

 

(9,709)

 

(2,627)

 

(14,976)

 

(9,849)

Total other income (expense)

 

(12,760)

 

(6,650)

 

(21,264)

 

(16,027)

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(58,416)

 

(52,914)

 

(93,910)

 

(170,029)

 

 

 

 

 

 

 

 

 

Income taxes  

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Net loss

 

$  (58,416)

 

$   (52,914)

 

$ (93,910)

 

$(170,029)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share: Basic and Diluted

 

$      (0.00)

*

$       (0.00)

*

$     (0.00)

*

$     (0.00)*

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

  Basic and Diluted

 

96,367,871

 

87,319,357

 

94,750,483

 

85,771,880

 

 

 

 

 

 

 

 

 

 ' * denotes a loss of less than $ (0.01) per share

 

 

 

 

 

 

 

 



See accompanying notes to condensed unaudited consolidated financial statements.




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Table of contents


PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014


 

Six month ended

 

June 30,

 

2015

 

2014

 

 

 

 

Cash flows from operating activities

 

 

 

Net loss

$ (93,910)

 

$ (170,029)

Adjustments to reconcile net (loss) to net

 

 

 

 cash used in operating activities:

 

 

 

  Depreciation

15,513

 

15,691

  Issuance of common stock for services

16,000

 

115,133

Change in operating assets and liabilities

 

 

 

    Inventory

-

 

915

    Prepaid expenses and other current assets

-

 

1,000

    Security deposit

4,500

 

938

    Accounts payable

(5,500)

 

2,075

    Accrued interest

6,288

 

6,178

    Accrued interest, related party

10,591

 

9,849

    Accrued expenses

-

 

(10,612)

Net cash used in operating activities

(46,518)

 

(28,862)

 

 

 

 

Cash flows from investing activities

 

 

 

   Purchase of fixed assets

-

 

(2,913)

Net cash used in investing activities

-

 

(2,913)

 

 

 

 

Cash flows from financing activities

 

 

 

  Proceeds under bank overdraft

145

 

-

  Proceeds under note payable, related party

46,360

 

35,268

  Repayments on note payable, related party

-

 

(1,400)

Net cash provided by  financing activities

46,505

 

33,868

 

 

 

 

Net decrease in cash and cash equivalents

(13)

 

2,093

 

 

 

 

Cash and cash equivalents, beginning of fiscal year

13

 

2,956

 

 

 

 

Cash and cash equivalents, end of period

$              -

 

$   5,049

 

 

 

 

Supplementary information:

 

 

 

  Cash paid for :

 

 

 

     Interest

$     4,385

 

$               -

     Income taxes

$             -

 

$               -


See accompanying notes to condensed unaudited consolidated financial statements.



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Table of contents


PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014


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. and changed its name to PMX Communities, Inc. effective February 10, 2009. PMX's year end is December 31.


On September 28, 2010, PMX 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, PMX 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 - GOING CONCERN


The accompanying condensed unaudited consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying condensed unaudited consolidated financial statements, the Company had a net loss of $93,910 and $170,029 for the six months ended June 30, 2015 and 2014, respectively. The Company has a working capital deficit of $595,147 and $537,250, and a stockholders' deficit of $514,222 and $436,312 as of June 30, 2015 and December 31, 2014, respectively.


Based on the above considerations, there is a substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and generate future profits or attain working capital through debt or equity financing.  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, management believes organic growth through a new strategy in the Company’s subsidiaries will assist the Company in achievement of its goals. There is no assurance that this series of events will be satisfactorily completed. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



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Table of contents


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

Interim Financial Statements


The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated filed with the SEC in our Form 10K on April 15, 2015. Operating results for the interim periods presented are not necessarily indicative of the results for the full year.


Use of Estimates


The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.


We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.


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


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.




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Financial Instruments and Fair Value


The Company’s 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 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

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 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 June 30, 2015. 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.




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Fixed Assets


Fixed assets are 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.


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.




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Income Taxes Continued


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 June 30, 2015 and December 31, 2014, 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.


Advertising Expense


Advertising is expensed as incurred. We did not incur advertising expense during the three and six months ended June 30, 2015 and 2014.


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. No potentially dilutive debt or equity instruments were issued and outstanding during the three and six months ended June 30, 2015. During the three and six months ended June 30, 2014, 325,000 warrants were issued and outstanding and these warrants have not been included in the loss per share calculation since the effect would have been anti-dilutive.



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Recent Authoritative Accounting Pronouncement


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 Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s 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 4 – INVENTORY


Included in inventory are finished gold bullion coins and bars and the packaging materials used to hold each piece of gold disbursed from the gold dispensing terminal.


Inventory consists of the following:


 

 

June 30, 2015

(unaudited)

 

December 31, 2014

 

 

 

 

 

Finished Goods

 

$           5,251

 

$                    5,251

 

 

 

 

 

 

 

$           5,251

 

$                    5,251

 

 

 

 

 


No sales from inventory were completed during the three and six month periods ended June 30, 2015. However, no provision is believed necessary in respect of slow moving inventory items as the net realizable value of the finished gold bullion coins and bars in inventory is believed to exceed its carrying value in these financial statements.




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NOTE 5 – PROPERTY AND EQUIPMENT


Components of property and equipment are as follows:


 

June 30, 2015

(unaudited)

 

December 31, 2014

 

 

 

 

Gold Dispensing Terminals

$        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

         (79,174)

 

                     (63,661)

 

 

 

 

Property and Equipment, net

$          80,925

 

$                    96,438


Depreciation for the three and six months ended June 30, 2015 and 2014 was $7,757 and $15,513, and $7,757 and $15,691, respectively.


NOTE 6 – NOTES PAYABLE, RELATED PARTY


Promissory Notes to related parties carry outstanding principal balances of $277,232 and $230,872 as of June 30, 2015 and December 31, 2014, respectively. Related accrued interest was $40,335 and $18,548 as of June 30, 2015 and December 31, 2014, respectively. As of June 30, 2016, principal balances of $230,872 are due on demand as their maturity dates have passed, with $46,360 coming due beginning July 2015 through December 2015.  All of these notes bear interest at a rate of 5% per annum.

 

NOTE 7 – NOTES PAYABLE


Promissory Notes carry outstanding principal balances of $153,367 and $153,367 as of June 30, 2015 and December 31, 2014, respectively. Related accrued interest was $65,749 and $70,657 as of June 30, 2015 and December 31, 2014, respectively. As of June 30, 2016 all of these notes are due on demand as their maturity dates have passed.  All of these notes bear interest at a rate of 5% per annum.




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NOTE 8 – SHAREHOLDERS’ DEFICIT


Authorized


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


Shares Issued for Services


On January 18, 2014, the Company issued 2,000,000 shares of stock to its CEO, Lindsey Perry in exchange for services, which were valued at the fair market value of the common stock, which was $40,000 and expensed as stock based compensation.


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


On April 17, 2015, the Company issued 4,000,000 shares of stock to a company for services.  These shares were valued at fair market value, based on the publicly quoted share price of our common stock, which on the date of issuance was $16,000 and expensed as consulting expense.


Warrants


No warrants were issued and outstanding during the three and six months ended June 30, 2015.


During the three and six months ended June 20, 2015, 325,000 “B” warrants were issued and outstanding from January 1, 2015 to their expiration in June 1, 2014. The “B” warrants were exercisable at $0.25 per share for a period of two years from the date on which the security offering under which they were issued was closed on June 1, 2012.


No new warrants were issued during the three and six months ended June 30, 2014.

“B” Warrants

        

Issued and

Outstanding


Balance at December 31, 2013

 

 

325,000

Issued

 

-

Exercised

 

-

Expired/Forfeited

 

(325,000)

Balance at December 31, 2014

 

-




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NOTE 9 – RELATED PARTY TRANSACTIONS


During the six months ended June 30, 2015, one shareholder and his beneficial interests made aggregate loans of $46,360 to the Company.  The loans bear interest at 5% and each have a six-month maturity.


NOTE 10 – COMMITMENT AND CONTIGENCY


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


NOTE 11 – SUBSEQUENT EVENTS


The Company has evaluated events and transactions subsequent to June 30, 2015 through the date of filing with the Securities and Exchange Commission (date available for issuance) that would require reporting.



 

 

 

 

 

 

 

 

 


 

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Table of contents


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


Trends and Uncertainties


The registrant has developed its PMX Gold Bullion Dispensing Terminal prototype called the MGIV and deployed the first prototype in Boca Raton, Florida, U.S.A. The terminal is an unmanned dispenser, which allows for gold dispensing and deposit and account management functions. The terminal also incorporated 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 2015.  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 of 2015 we widened our terminal product line to develop new machines on the platform of the original MGIV gold terminal. PMX started due diligence in states that have passed legislation to permit businesses in medical marijuana and recreational marijuana dispensaries. The research was conducted to accumulate information to decide whether the terminal would be an efficient machine to place in dispensaries. The Company concluded that the ability to enter this new marketplace could potentially be a new revenue producing opportunity.  The registrant continues working with consultants and lawyers in these states to develop a compliant terminal to quickly deploy to dispensaries. The commercialization of any industry has barriers to entry that change quickly and PMX is hopeful that the terminal will meet them. There are risks that the Company must consider but since the terminal is built on the same platform as the MGIV gold terminal, PMX feels the costs to develop this terminal are minimal.  In the second quarter of 2015 we continued our business strategy from the first quarter in hopes of



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building a strong revenue platform from our terminal’s placements in the near future.  In the third quarter of 2015 we plan to continue to develop our relationships both globally with our gold terminals and domestically with our gold and other product line machines.  The Company continues to explore new and innovative platforms to hopefully develop multiple revenue streams for our dispensing terminals.


Results of Operations for the three months ended June 30, 2015 and 2014


During the three months ended June 30, 2015, we did not earn any revenues. We incurred depreciation expense of $7,757 and selling, general and administrative expenses of $37,899. We incurred interest expense of $3,051 to third parties and related party interest expense of $9,709.  As a result, we incurred a net loss of $58,416 for the three months ended June 30, 2015.


By comparison, during the three months ended June 30, 2014, we did not earn any revenues. We incurred depreciation expense of $7,757 and selling, general and administrative expenses of $38,507.We incurred interest expense of $4,023 to third parties and related party interest expenses of $2,627. As a result, we incurred a net loss of $52,914 for the three months ended June 30, 2014.


The increase in net loss of $5,502 is due primarily to the $7,082, or 72.9%, increase in related party interest expense. This increase is the result of increased borrowings to ensure that we can meet our financial obligations.


Results of Operations for the six months ended June 30, 2015 and 2014


During the six months ended June 30, 2015, we did not earn any revenues. We incurred depreciation expense of $15,513 and selling, general and administrative expenses of $57,133.  We incurred interest expense of $6,288 to third parties and related party interest expense of $14,976.As a result, we incurred a net loss of $93,910 for the six months ended June 30, 2015.


By comparison, during the six months ended June 30, 2014, we recognized revenues of $6,234.  We incurred depreciation expense of $15,691 and selling, general and administrative expenses of $144,545. We incurred interest expense of $6,178 to third parties and related party interest expense of $9,849. As a result, we incurred a net loss of $170,029 for the six months ended June 30, 2014.


The decrease in net loss of $76,119, or 44.8%, for the six months ended June 30, 2015 is due primarily to the $87,412, or 60.5%, decrease in selling, general and administrative expenses due to decreased operations as we work to shift our business focus from gold vending machines to exploring new markets for our vending machines.


Liquidity and Capital Resources


The accompanying condensed unaudited consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying condensed unaudited consolidated financial statements, the Company had a net loss of $93,910



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 and $170,029 for the six months ended June 30, 2015 and 2014, respectively. The Company has a working capital deficit of $595,147 and $537,250, and a stockholders' deficit of $514,222 and $436,312 as of June 30, 2015 and December 31, 2014, respectively.


Based on the above considerations, there is a substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and generate future profits or attain working capital through debt or equity financing.  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, management believes organic growth through a new strategy in the Company’s subsidiaries will assist the Company in achievement of its goals. There is no assurance that this series of events will be satisfactorily completed. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Cash Flows for the six months ended June 30, 2015 and 2014


Operating Activities


During the six months ended June 30, 2015, we used $46,518 in operating activities compared to $28,862 during the six months ended June 30, 2014.


During the six months ended June 30, 2015, we incurred a net loss of $93,910 that was partially offset for cash flow purposes by $31,513 in non-cash expenses, by a $4,500 return of a security deposit and a $27,667 increase in accrued interest payable.


By comparison, the six months ended June 30, 2014, we incurred a net loss of $170,029 that was partially offset for cash flow purposes by $130,824 in non-cash expenses, a $2,853 decrease in operating assets and a $7,490 increase in operating liabilities.


Investing Activities


For the six months ended June 30, 2015, we did not pursue any investing activities.


For the six months ended June 30, 2014, we spent $2,913 on the purchase of fixed assets, resulting in net cash used in investing activities of $2,913 for the period.


Financing Activities


For the six months ended June 30, 2015, we received $145 as proceeds under a bank overdraft and $46,360 as proceeds from related party notes payable.  As a result, we generated net cash from financing activities of $46,505 for the period.


For the six months ended June 30, 2014, we received $35,268 as proceeds from related party notes payable and repaid $1,400 on a loan to a related party.  As a result, we generated net cash from financing activities of $33,868 for the period.



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


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


Going Concern

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


Off-Balance Sheet Arrangements

The registrant had no material off-balance sheet arrangements as of June 30, 2015.


Critical Accounting Policies and Estimates

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


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




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


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


New Accounting Pronouncements


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


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable to smaller reporting companies.


Item 4. Controls and Procedures


During the period ended June 30, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of June 30, 2015 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.




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Part II.  Other Information


Item 1. Legal Proceeding

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


Item 1A.  Risk Factors

Not applicable to smaller reporting companies.


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


On April 17, 2015, the Company issued 4,000,000 shares of stock to Sterling Grant Capital Inc. for services.  These shares were valued at fair market value, which on the date of issuance was $16,000 and expensed as consulting expense.


Item 3. Defaults Upon Senior Securities

None


Item 4. Mine Safety Disclosures

Not Applicable


Item 5. Other Information

None


Item 6. Exhibits

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


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

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

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

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




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SIGNATURES


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



PMX COMMUNITIES, INC.


/s/ Lindsey Perry

Lindsey Perry

Chief Executive Officer

Chief Financial Officer


Dated: August 17, 2015





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