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EX-31 - EXHIBIT 31 - PMX Communities, Inc.pmx10q3q15ex31.htm
EX-32 - EXHIBIT 32 - PMX Communities, Inc.pmx10q3q15ex32.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 September 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  [ ]




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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                         Yes [x]             No  [ ]


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


 

 

 

 

 

 

 

 

 

Large accelerated filer  [ ]

 

Accelerated filer                      [ ]

Non-accelerated filer    [ ]

 

Smaller reporting company     [x]


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


The number of outstanding shares of the registrant’s common stock, November 20, 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 September 30, 2015 (Unaudited) and December 31, 2014 (Audited)

4

 

Condensed Unaudited Consolidated Statements of Operations - For the Three and Nine Months Ended September 30, 2015 and 2014

5

 

Condensed Unaudited Consolidated Statements of Cash Flows - For the Nine Months Ended September 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

15

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

19

 

 

 

Item 4.

Controls and Procedures

19

 

 

 

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.

Submission of Matters to a Vote of Security Holders

21

 

 

 

Item 5.

Other Information

21

 

 

 

Item 6.

Exhibits

21

 

 

 

 

Signatures

22



3




PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


 

September 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

70,787

96,438

 

 

 

Other assets

 

 

 Security deposits

-

4,500

Total assets

$           76,038

$        106,202

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

Current liabilities

 

 

  Accounts Payable

$           63,570

$          69,070

  Accrued Interest

86,633

70,656

  Accrued Interest - related parties

28,359

18,548

  Related parties - short-term loan

285,005

230,873

  Notes payable - short term

153,367

153,367

Total current liabilities

616,934

542,514

 

 

 

Notes payable - long term

-

-

Total Liabilities

616,934

542,514

 

 

 

Stockholders' deficit

 

 

 Preferred stock, $0.0001 par value; authorized 10,000,000  shares, no shares issued or outstanding

-

-

 Common stock, $0.0001 par value; authorized 500,000,000

 

 

shares; issued and outstanding 97,114,124 and 93,114,124 shares as of September 30, 2015 and December 31, 2014

9,711

9,311

  Additional paid-in capital

2,735,376

2,719,776

  Accumulated deficit

(3,285,983)

(3,165,399)

Total stockholders' deficit

(540,896)

(436,312)

Total liabilities and stockholders' deficit

$           76,038

$         106,202



See accompanying notes to condensed consolidated financial statements.



4




PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014


 

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

 

2015

2014

2015

2014

 

 

 

 

 

Net sales

$               -

$                  -

$                  -

$           6,234

 

 

 

 

 

Costs and expenses:

 

 

 

 

  Depreciation

10,138

7,756

25,651

23,447

  Selling, general and administrative expenses

12,013

44,423

69,146

188,968

 

22,151

52,179

94,797

212,415

Loss from operations

(22,151)

(52,179)

(94,797)

(206,181)

 

 

 

 

 

Interest expense

(9,689)

(4,901)

(15,977)

(14,750)

Interest expense - related parties

5,166

(4,611)

(9,810)

(10,789)

Loss before income taxes

(26,674)

(61,691)

(120,584)

(231,720)

Income taxes  

-

-

-

-

Net loss

$   (26,674)

$    (61,691)

$   (120,584)

$     (231,720)

 

 

 

 

 

 

 

 

 

 

Basic net loss per share

$        (0.00)

$        (0.01)

$         (0.00)

$           (0.01)

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

  Basic

97,115,124

87,292,163

95,547,358

86,174,320



See accompanying notes to condensed consolidated financial statements.




5




PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014


 

Nine months ended

 

September 30,

 

2015

2014

Cash flows from operating activities

 

 

Net loss

$  (120,584)

$    (231,720)

Adjustments to reconcile net (loss) to net

 

 

 cash provided by (used in) operating activities:

 

 

  Depreciation

25,651

23,447

  Issuance of common stock for services

16,000

113,675

Change in assets and liabilities

 

 

    Inventory

-

(3,394)

    Prepaid expenses and other current assets

-

1,000

    Security deposit

4,500

938

    Accounts payable

(5,500)

(2,725)

    Accrued interest

15,977

14,750

    Accrued interest - related parties

9,810

10,789

    Accrued expenses

-

(10,612)

Net cash used in operating activities

(54,146)

(83,852)

 

 

 

Cash flows from investing activities

 

 

   Proceeds from sale of fixed assets

-

2,914

Net cash provided by investing activities

-

2,914

 

 

 

Cash flows from financing activities

 

 

  Proceeds from related party notes payable

54,133

80,872

 

 

 

Net cash provided by  financing activities

54,133

80,872

 

 

 

Net decrease in cash and cash equivalents

(13)

(66)

Cash and cash equivalents, beginning of fiscal year

13

2,956

Cash and cash equivalents, end of period

$              -

$         2,890

 

 

 

Supplementary information:

 

 

  Cash paid for :

 

 

     Interest

$              -

$               -

     Income taxes

$              -

$               -

 

 

 

Non-cash transactions:

 

 

     Common stock issued for services

$              -

$               -

     Conversion of notes payable and accrued interest into common stock

$              -

$     59,524


See accompanying notes to condensed consolidated financial statements.



6




PMX COMMUNITIES INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS

ENDED SEPTEMBER 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. 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 - GOING CONCERN


As reflected in the accompanying consolidated financial statements, the Company had a net loss of $120,584 and $231,720 for the nine months ended September 30, 2015 and 2014, respectively. The Company has a working capital deficit of $611,683 and $537,250, and a stockholders' deficit of $540,896 and $436,312 as of September 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/or attain working capital through financing or equity.  Management hopes that the continued placement of precious metals machines in the U.S.A. and the potential of a global rollout of additional dispensing terminals will bring sufficient revenues and investment into the Company to sustain its growth and operations.  Furthermore, the registrant feels organic growth through a new acquisition strategy in their other subsidiaries will assist the registrant in achievement of their goals. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.




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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 financial statements 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.

Cash and Cash Equivalents


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


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 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.




8



Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 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. 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.


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.




9



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 September 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.




10



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 September 30, 2015 and December 31, 2014, the effect of 0 and 325,000 warrants, respectively, are not included in the loss per share calculation since the effect is anti-dilutive.


Reclassification


Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.


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 the package materials used to hold each piece disbursed from the gold dispensing terminal.




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Inventory consists of the following:


 

 

September 30, 2015

 

December 31, 2014

 

 

 

 

 

Finished Goods

 

$           5,251

 

$         5,251

 

 

 

 

 

 

 

$           5,251

 

$         5,251


The inventory is considered greater than its net realizable value.


NOTE 5 – PROPERTY AND EQUIPMENT


Components of property and equipment are as follows:


 

September 30, 2015

 

December 31, 2014

 

 

 

 

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

(89,312)

 

(63,661)

 

 

 

 

Property and Equipment, net

$          70,787

 

$          96,438


Depreciation for the nine months ended September 30, 2015 and 2014 was $25,651 and $23,447, respectively.


NOTE 6 – NOTES PAYABLE, RELATED PARTY


Promissory Notes to related parties carry outstanding principal balances of $285,005 and $230,873 as of September 30, 2015 and December 31, 2014, respectively.  Related parties accrued interest was $28,359 and $18,548 as of September 30, 2015 and December 31, 2014, respectively. As of September 30, 2015, principal balances of $285,005 are due on demand as their maturity dates have passed or have maturity dates beginning October 2015 through March 2016, with $54,133 coming due beginning July 2015 through March 2016. All of these notes bear interest at rates ranging from 5% to 10% per annum.




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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.  Accrued interest was $86,633 and $70,656 as of September 30, 2015 and December 31, 2014, respectively. As of September 30, 2015 all of these notes are due on demand as their maturity dates have passed. All of these notes bear interest at rates ranging from 5% to 10% per annum.


NOTE 8 – EQUITY FINANCING


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.


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 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 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, 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 nine months ended September 30, 2015.


Prior to the three and nine months ended September 30, 2014, 325,000 “B” warrants were issued and outstanding from January 1, 2014 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.




13



No new warrants were issued during the three and nine months ended September 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

 

-


NOTE 8 – RELATED PARTY TRANSACTIONS


During the nine months ended September 30, 2015, one shareholder and his beneficial interests made aggregate loans of $54,133 to the Company.  The loans bear interest at 5% and each have a six-month maturity.


NOTE 9 – COMMITMENTS AND CONTINGENCIES


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 10 – SUBSEQUENT EVENTS


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


During October 2015, one shareholder made a loan of $3,069 to the Company.  The loan bears interest at 5% per annum and has a six-month maturity.



14




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 building a strong revenue platform from our terminal’s placements in the near future.  In the



15



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 September 30, 2015 and 2014


During the three months ended September 30, 2015, we did not earn any revenues.  We incurred depreciation expenses of $10,138 and selling, general and administrative expenses of $12,013.  We incurred interest expense of $9,689 and received $5,166 as an interest expense from related parties.  As a result, we incurred a net loss of $26,674 for the three months ended September 30, 2015.


By comparison, during the three months ended September 30, 2014, we did not earn any revenues.  We incurred depreciation expenses of $7,756 and selling, general and administrative expenses of $44,423.  We incurred interest expenses of $4,901 and interest expenses from related parties of $4,611.  As a result, we incurred a net loss of $61,691 for the three months ended September 30, 2014.


The decrease in net loss of $35,017 is due primarily to the $32,419, or 73%, decrease in selling, general and administrative expenses.  This is the result of decreased operations while we shift our business focus from gold vending machines to exploring new markets for our vending machines.


Results of Operations for the nine months ended September 30, 2015 and 2014


During the nine months ended September 30, 2015, we did not earn any revenues.  We incurred depreciation expense of $25,651 and selling, general and administrative expenses of $69,146.  We incurred interest expense of $15,977 and related party interest expense of $9,810.  As a result, we incurred a net loss of $120,584 for the nine months ended September 30, 2015.


By comparison, during the nine months ended September 30, 2014, we recognized revenues of $6,234.  We incurred depreciation expense of $23,447 and selling, general and administrative expenses of $188,968.  We incurred interest expense of $14,750 and related party interest expense of $10,789.  As a result, we incurred a net loss of $231,720 for the nine months ended September 30, 2014.


The decrease in net loss of $111,136, or 48%, for the nine months ended September 30, 2015 is due primarily to the $119,822, or 63.4%, decrease in selling, general and administrative expenses due to decreased operations as we work to shifted our business focus from gold vending machines to exploring new markets for our vending machines.




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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 $120,584 and $231,720 for the nine months ended September 30, 2015 and 2014, respectively. The Company has a working capital deficit of $611,683 and $537,250, and a stockholders' deficit of $540,896 and $436,312 as of September 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 nine months ended September 30, 2015 and 2014

Operating Activities


During the nine months ended September 30, 2015, we incurred a net loss of $120,584.  We had an adjustment of $25,651 due to depreciation and an adjustment of $16,000 due to the issuance of common stock for services.  We had the following changes in assets and liabilities: an increase of $4,500 for a security deposit, a decrease of $5,500 of accounts payable, an increase of $15,977 due to accrued interest, and an increase of $9,810 due to accrued interest for related parties.  As a result, we had net cash used in operating activities of $54,146 for the nine months ended September 30, 2015.


During the nine months ended September 30, 2014, we incurred a net loss of $231,720.  We had an adjustment of $23,447 due to depreciation and an adjustment of $113,675 due to an issuance of common stock for services.  We had the following changes in assets and liabilities: a decrease of $3,394 due to inventory, an increase of $1,000 due to prepaid expenses and other current assets, an increase of $938 due to security deposits, a decrease of $2,725 due to accounts payable, an increase of $14,750 due to accrued interest, an increase of $10,789 due to related party accrued interest, and a decrease of $10,612 due to accrued expenses.  As a result, we had net cash used in operating activities of $83,852 for the nine months ended September 30, 2014.




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Investing Activities


For the nine months ended September 30, 2015, we did not pursue any investing activities.


For the nine months ended September 30, 2014, we spent $2,914 on the purchase of fixed assets, resulting in net cash used in investing activities of $2,914 for the period.


Financing Activities


For the nine months ended September 30, 2015, we received $54,133 as proceeds from related party notes payable.  As a result, we had net cash provided by financing activities of $54,133 for the period.


For the nine months ended September 30, 2014, we received $80,872 as proceeds from related party notes payable.  As a result, we had net cash provided by financing activities of $80,872 for the period.


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 September 30, 2015.




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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.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable to smaller reporting companies.


Item 4. Controls and Procedures


During the period ended September 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.




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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 September 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


None


Item 3. Defaults Upon Senior Securities

None


Item 4. Mine Safety Disclosures

Not Applicable


Item 5. Other Information

None


Item 6. Exhibits

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


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

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

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

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




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SIGNATURES


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



PMX COMMUNITIES, INC.


/s/ Lindsey Perry

Lindsey Perry

Chief Executive Officer

Chief Financial Officer


Dated: November 20, 2015





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