UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended April 30, 2012
.
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 000-54400
Axius Inc.
(Exact name of registrant as specified in its charter)
Nevada |
| 27-3574086 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
6A Easa Al Gurg Tower, 6th Floor, Baiyas Road, P.O. Box 186549, Dubai UAE |
(Address of principal executive offices) |
00971 44475722 |
(Registrants telephone number) |
|
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes X . No .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 . No X .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | 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 .
State the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 58,500,000 common shares as of June 14, 2012.
1
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report of Axius, Inc. (the Company) on Form 10-Q for the quarterly period ended April 30, 2012, filed with the Securities and Exchange Commission on June 19, 2012 (the Form 10-Q), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
2
PART II OTHER INFORMATION
Item 6. Exhibits
Exhibit Number | Description of Exhibit |
31.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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.LAB** | XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document |
*Filed with original Form 10-Q on June 19, 2012.
**Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
3
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.
| AXIUS, INC. | |
|
|
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Date June 20, 2012 | By: | /s/ John Figliolini |
|
| Name John Figliolini |
|
| Title Chief Financial Officer |
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|
4
COMMON STOCK
|
6 Months Ended |
---|---|
Apr. 30, 2012
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|
COMMON STOCK | |
COMMON STOCK | NOTE 3 COMMON STOCK
The Company has 250,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.
In February 2012, the Companys common stock issued and outstanding was forward split to become five shares for every one without any change in par value. In addition, the Company increased its authorized number of shares from 90,000,000 to 250,000,000.
During the period ended April 30, 2012, 3,500,000 shares were issued at $0.02 per share in exchange for $70,000 in cash.
The Company has 58,500,000 shares of common stock and no shares of preferred stock issued and outstanding as of April 30, 2012.
|
INTANGIBLE ASSET
|
6 Months Ended |
---|---|
Apr. 30, 2012
|
|
INTANGIBLE ASSET | |
INTANGIBLE ASSET | NOTE 2 INTANGIBLE ASSET
In February 2011, the Company entered into an agreement with Alpha Global Industries Ltd. (AGI) for the assignment of certain AGI rights in a memorandum of understanding (hereinafter MOU) between AGI and French Cosmetic Center Ltd. (FC) as related to AGI commissions on amounts invoiced and collected by FC.
In exchange for the rights to these commissions the Company issued 2,000,000 shares of common stock valued at $200,000. The Company is currently amortizing these rights over their initial term of five years. During the period ended April 30, 2012, the Company did not receive any commissions under this agreement. Amortization expense was $20,000 for the six months ended April 30, 2012. |
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CONSOLIDATED BALANCE SHEETS (USD $)
|
Apr. 30, 2012
|
Oct. 31, 2011
|
---|---|---|
Current Assets | ||
Cash and equivalents | $ 3,047 | $ 33,787 |
Inventory | 40,147 | 45,976 |
Due from supplier | 4,164 | 3,834 |
Prepaid expenses | 10,631 | 3,600 |
Total Current Assets | 57,989 | 87,197 |
Intangible Assets, net | 150,003 | 170,003 |
TOTAL ASSETS | 207,992 | 257,200 |
Current Liabilities | ||
Accounts payable. | 33,467 | 11,915 |
Notes payable - related party | 64,575 | 44,575 |
Total Current Liabilities | 98,042 | 56,490 |
Stockholders' Equity | ||
Common Stock, $.001 par value, 250,000,000 shares authorized, shares issued and outstanding as of: 4/30/12 58,500,000 shares and 10/31/11 55,000,000 shares | 58,500 | 55,000 |
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 961,750 | 895,250 |
Deficit accumulated during the development stage | (910,300) | (749,540) |
Total stockholders' equity | 109,950 | 200,710 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 207,992 | $ 257,200 |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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6 Months Ended |
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Apr. 30, 2012
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|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Axius, Inc. (Axius and the Company) is a development stage company and was incorporated in Nevada on September 18, 2007. The Company has been and remains a shell company as defined in SEC Release No. 33-8587 at II A3. New management is in the process of determining the course(s) of business and/or acquisition of assets that the Company may intend to pursue. In that regard, Axius intends to link world cultures and business enterprise together under a common umbrella in Dubai, UAE; its mission being to improve business effectiveness within the Middle East and Africa region, by integrating International Business Standards to its clientele.
On Dec 13, 2010, Axius, Inc. incorporated a wholly owned subsidiary in Delaware called Dr. Jules Nabet Cosmetics, Inc. On January 4, 2011 this subsidiary entered into a North American Distribution agreement with French Cosmetics Centre of the UK to distribute a line of skincare products under the Dr. Jules Nabet brand. Axius, Incs 100% wholly owned subsidiary, Dr. Jules Nabet Cosmetics, Inc. distributes a line of 10 skin creams developed by Dr. Jules Nabet, Dr. Jules Nabet Cosmetics owns the North American rights and worldwide internet rights to these products. On May 9, 2011, Dr. Jules Nabet Cosmetics, Inc. opened its online business. Its website is www.drjulesnabetskincare.com.
Principles of Consolidation
The consolidated financial statements include the accounts of Axius, Inc. and its wholly owned subsidiary Dr. Jules Nabet Cosmetics, Inc. All significant intercompany balances and transactions have been eliminated.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars and the rules of the Securities and Exchange Commission (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys Form 10-K filed with the SEC as of and for the period ended October 31, 2011. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected therein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP accounting). The Company has adopted an October 31 fiscal year end.
Cash and Cash Equivalents
Axius considers all highly liquid investments with maturities of three months or less to be cash equivalents. At April 30, 2012 and October 31, 2011, the Company had $3,047 and $33,787 of cash, respectively.
Inventory
Inventory is valued at the lower of cost, determined by the first-in first-out method (FIFO), or market. Inventory consists only of finished goods.
Intangible Asset
Intangible assets consist of rights to certain royalties of future sales of another entity. The cost of these rights has been capitalized and is being amortized over their initial term of five years.
Long-Lived Assets
The Company assesses long-lived assets for impairment as required under ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company reviews for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. The Company assesses these assets for impairment based on estimated future cash flows from these assets.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Shipping and Handling Costs
The Company includes costs of shipping and handling billed to customers in Revenue and the related expense of shipping and handling costs in Cost of Goods Sold.
Fair Value of Financial Instruments
The Companys financial instruments consist of cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency
The Company maintains both U.S. Dollar and Canadian Dollar bank accounts. The functional currency is the U.S. Dollar. The Company accounts for foreign currency translation pursuant to ASC 830-20, Foreign Currency Transactions. All assets and liabilities are translated into United States dollars using the rates prevailing at the end of the period. Revenues and expenses are translated using the average exchange rates prevailing throughout the period. Unrealized foreign exchange amounts resulting from translations at different rates according to their nature are included in accumulated other comprehensive income or loss. Recognized foreign currency transaction gains and losses are recognized in operations.
Comprehensive Income (Loss)
The Company applies the provisions of FASBs ASC 220-10, Reporting Comprehensive Income, in which unrealized gains and losses from foreign exchange translations are reported in the consolidated statements of shareholders equity as comprehensive income (loss).
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of April 30, 2012.
Stock-Based Compensation
The Company accounts for stock and stock options issued for services and compensation to employees under ASC 718-10. For non-employees, the fair market value of the Companys stock on the date of stock issuance or option/grant is used. The Company determines the fair market value of the options issued using the Black-Scholes Pricing Model. Under the provisions of ASC 718-10, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the employees requisite service period. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation. The reclassifications had no effect on the financial position, operations, or cash flows for the period ended April 30, 2011.
Recent Accounting Pronouncements
Axius does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow. |
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $)
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Apr. 30, 2012
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Oct. 31, 2011
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Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 250,000,000 | 250,000,000 |
Common Stock, shares issued | 58,500,000 | 55,000,000 |
Common Stock, shares outstanding | 58,500,000 | 55,000,000 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Document and Entity Information
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6 Months Ended | |
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Apr. 30, 2012
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Jun. 14, 2012
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Document and Entity Information | ||
Entity Registrant Name | Axius Inc. | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2012 | |
Amendment Flag | false | |
Entity Central Index Key | 0001415935 | |
Current Fiscal Year End Date | --10-31 | |
Entity Common Stock, Shares Outstanding | 58,500,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2012 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
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3 Months Ended | 6 Months Ended | 55 Months Ended | ||
---|---|---|---|---|---|
Apr. 30, 2012
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Apr. 30, 2011
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Apr. 30, 2012
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Apr. 30, 2011
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Apr. 30, 2012
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REVENUES | $ 1,080 | $ 0 | $ 1,208 | $ 0 | $ 34,045 |
COST OF GOODS SOLD | 900 | 0 | 968 | 0 | 2,873 |
GROSS PROFIT | 180 | 0 | 240 | 0 | 31,172 |
EXPENSES: | |||||
Selling | 19,489 | 0 | 22,281 | 0 | 76,335 |
Professional fees | 19,611 | 30,101 | 57,825 | 38,352 | 230,123 |
Consulting | 0 | 32,039 | 0 | 57,039 | 138,120 |
Salaries, wages and taxes | 10,403 | 0 | 20,574 | 0 | 42,804 |
Amortization | 10,000 | 0 | 20,000 | 0 | 49,997 |
General and administrative | 26,753 | 19,330 | 39,070 | 31,146 | 103,130 |
Stock-based compensation | 0 | 0 | 0 | 0 | 295,000 |
TOTAL EXPENSES | 86,256 | 81,470 | 159,750 | 126,537 | 935,509 |
LOSS FROM OPERATIONS | (86,076) | (81,470) | (159,510) | (126,537) | (904,337) |
OTHER EXPENSES | |||||
Foreign currency transaction adjustment | 981 | 2,994 | 1,250 | 2,994 | 5,963 |
TOTAL OTHER EXPENSES | 981 | 2,994 | 1,250 | 2,994 | 5,963 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (87,057) | (84,464) | (160,760) | (129,531) | (910,300) |
PROVISION FOR INCOME TAX | 0 | 0 | 0 | 0 | 0 |
NET LOSS | $ (87,057) | $ (84,464) | $ (160,760) | $ (129,531) | $ (910,300) |
NET LOSS PER SHARE: | |||||
BASIC AND DILUTED | $ 0.00 | $ 0.00 | $ 0.00 | $ (0.01) | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | |||||
BASIC AND DILUTED | 58,252,809 | 29,969,100 | 57,151,934 | 21,573,205 |
GOING CONCERN
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6 Months Ended |
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Apr. 30, 2012
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GOING CONCERN | |
GOING CONCERN | NOTE 5 GOING CONCERN
The Company has negative working capital, has incurred losses since inception, and has received limited revenues from sales of products or services. These factors create substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Managements plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts. |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)
|
Common stock Shares
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Common stock Amount
USD ($)
|
Additional paid-in capital
USD ($)
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Deficit accumulated during the development stage
USD ($)
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Total
USD ($)
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---|---|---|---|---|---|
Balance at Sep. 18, 2007 | 0 | ||||
Issuance of common stock for cash | 10,750,000 | 10,750 | 32,250 | 0 | 43,000 |
Net loss for the period ended October 31, 2007 | $ 0 | $ 0 | $ (4,000) | $ (4,000) | |
Balance at Oct. 31, 2007 | 10,750,000 | 10,750 | 32,250 | (4,000) | (39,000) |
Net loss for the year ended October 31, 2008 | 0 | 0 | (45,000) | (45,000) | |
Balance at Oct. 31, 2008 | 10,750,000 | 10,750 | 32,250 | (49,000) | (6,000) |
Net loss for the year ended October 31, 2009 | 0 | 0 | (10,000) | (10,000) | |
Balance at Oct. 31, 2009 | 10,750,000 | 10,750 | 32,250 | (59,000) | (16,000) |
Conversion of due to officer to contributed capital. | 0 | 22,250 | 0 | (22,250) | |
Net loss for the year ended October 31, 2010 | 0 | 0 | (61,368) | (61,368) | |
Balance at Oct. 31, 2010 | 10,750,000 | 10,750 | 54,500 | (120,368) | (55,118) |
Conversion of note payable to stock | 4,500,000 | 4,500 | 85,500 | 0 | 90,000 |
Stock issued in exchange for investment | 10,000,000 | 10,000 | 190,000 | 0 | 200,000 |
Issuance of common stock for cash. | 15,000,000 | 15,000 | 285,000 | 0 | 300,000 |
Issuance of common stock for services. | 14,750,000 | 14,750 | 280,250 | 0 | 295,000 |
Net loss for the year ended October 31, 2011 | 0 | 0 | (629,172) | (629,172) | |
Balance at Oct. 31, 2011 | 55,000,000 | 55,000 | 895,250 | (749,540) | 200,710 |
Issuance of common stock for cash, | 3,500,000 | 3,500 | 66,500 | 0 | 70,000 |
Net loss for the period ended April 30, 2012 | $ 0 | $ 0 | $ (160,760) | $ (160,760) | |
Balance at Apr. 30, 2012 | 58,500,000 | 58,500 | 961,750 | (910,300) | 109.95 |
COMMITMENTS AND CONTINGENCIES
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6 Months Ended |
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Apr. 30, 2012
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|
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 COMMITMENTS AND CONTINGENCIES
The Company leases office space in the province of Ontario. The lease payments are $1,800 per month ending July 2012. The Company has the option, at its own discretion, to renew for one year term at market rates. |