Dewmar International BMC (DEWM) 10-Q 5 May 16 2014 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2014shares
Document and Entity Information:
Entity Registrant Name	Dewmar International BMC, Inc.
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Trading Symbol	dewm
Amendment Flag	false
Entity Central Index Key	1,269,879
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	2,649,542,401
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,014
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2014	Dec. 31, 2013
Current Assets
Cash and cash equivalents	$ 166,069	$ 7,231
Accounts receivable, net	47,427	9,532
Related party receivable	9,738	4,085
Advances to related party	9,333	9,332
Inventory	73,336	35,144
Prepaid expenses and other current assets		6,000
Total Current Assets	305,903	71,324
Property and equipment, net	24,957	26,845
Total Assets	330,860	98,169
Current Liabilities
Accounts payable and accrued liabilities	717,595	714,868
Accrued interest	10,134	9,707
Notes payable	173,890	173,890
Convertible notes payable, net	120,273	122,750
Derivative liability	317,665	151,120
Total Current Liabilities	1,339,557	1,172,335
Total Liabilities	$ 1,339,557	$ 1,172,335
Commitments and Contingencies
Stockholders' Deficit
Preferred stock value	$ 50,000	$ 50,000
Common stock value	2,649,546	2,310,493
Additional paid-in capital	3,945,263	3,370,195
Accumulated deficit	(7,653,506)	(6,804,854)
Total Stockholders' Deficit	(1,008,697)	(1,074,166)
Total Liabilities and Stockholders' Deficit	$ 330,860	$ 98,169

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2014	Dec. 31, 2013
Balance Sheet
Accumulated depreciation of property, plant and equipment	$ 16,098	$ 14,210
Unamortized discount, note payable	$ 34,047	$ 77,230
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	50,000,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	4,450,000,000	4,450,000,000
Common stock, shares issued	2,649,542,401	2,310,488,796
Common stock, shares outstanding	2,649,542,401	2,310,488,796

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement
Revenues, net	$ 112,424	$ 79,451
Cost of goods sold	44,317	46,605
Gross profit	68,107	32,846
Operating expenses
Occupancy and related expenses	8,926	16,579
Marketing and advertising	300	14,719
General and administrative	596,232	722,833
Contract labor	7,850	64,178
Total operating expenses	613,308	818,309
Loss from operations	(545,201)	(785,463)
Other income (expenses)
Interest expense	47,305	39,911
Interest income	39
Gain (loss) on derivative liability	(256,185)	(91,586)
Total other income (expense)	(303,451)	(131,497)
Net income (loss)	$ (848,652)	$ (916,960)
Net income (loss) per common share - basic and diluted	$ 0	$ (0.01)
Weighted average common shares outstanding - basic and diluted	2,576,768,133	102,556,395

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - 3 months ended Mar. 31, 2014 - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Deficit
Beginning Balance, shares at Dec. 31, 2013	50,000,000	2,310,488,796
Beginning Balance, amount at Dec. 31, 2013	$ 50,000	$ 2,310,493	$ 3,370,195	$ (6,804,854)	$ (1,074,166)
Shares issued for cash, shares		161,538,888
Shares issued for cash, value		$ 161,539	142,081		303,620
Shares issued for services, shares		75,000,000
Shares issued for services, value		$ 75,000	446,500		521,500
Shares cancelled, shares		(100,000,000)
Shares cancelled, value		$ (100,000)	52,000		(48,000)
Shares issued for conversions of note payable, shares		202,514,717
Shares issued for conversions of note payable, value		$ 202,514	(155,154)		47,360
Reduction in derivative liability due to debt conversion			89,641		89,641
Net income (loss)				(848,652)	(848,652)
Ending Balance, shares at Mar. 31, 2014	50,000,000	2,649,542,401
Ending Balance, amount at Mar. 31, 2014	$ 50,000	$ 2,649,546	$ 3,945,263	$ (7,653,506)	$ (1,008,697)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities
Net income (loss)	$ (848,652)	$ (916,960)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense	1,888	893
Stock-based compensation	473,500	489,200
Amortization of debt discount	43,183	37,100
Non cash legal fees		5,500
Gain (loss) on derivative liability	(256,185)	(91,586)
Changes in operating assets and liabilities:
Accounts receivable	(37,896)	(14,502)
Related party receivables and payables	(5,653)	9,826
Inventory	(38,192)	(14,383)
Prepaid expenses and other current assets	6,000
Accounts payable and accrued liabilities	4,855	214,980
Net cash used in operating activities	(144,782)	(96,760)
Cash flows from financing activities
Proceeds from notes payable		80,000
Proceeds from issuance of common stock	303,620
Net cash provided by (used in) financing activities	303,620	80,000
Net change in cash and cash equivalents	158,838	(16,760)
Cash and cash equivalents, at beginning of period	7,231	38,388
Cash and cash equivalents, at end of period	$ 166,069	$ 21,628
Supplemental cash flow information
Income taxes paid
Supplemental noncash investing and financing activities
Issuance of common stock for conversions of notes payable	$ 47,360	$ 54,500
Reclassification of accounts payable to notes payable		178,623
Creation of debt discount		37,397
Reduction in derivative liability due to conversions of notes payable	$ 89,640	100,272
Reduction in common stock payable for issuance of common stock		$ 37,500

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2014
Notes
Organization and Description of Business	NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Dewmar International BMC was formed as a Nevada corporation on March 13, 2009. Today, Dewmar International BMC is a diversified operating company headquartered in Clinton, Mississippi. The Company conducts business across a variegated set of categories and sectors including consumer goods, wholesale trade, pharmaceuticals and health sciences. The Company and its subsidiaries develop, market and distribute goods, therapeutics and services in national and international markets through licensing agreements, e-commerce platforms, fee-for-service arrangements and distribution contracts.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2014
Notes
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2014 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein and adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended December 31, 2014 filed in our Annual Report on Form 10K.

Convertible Notes Payable Discl

Convertible Notes Payable Disclosure	3 Months Ended
	Mar. 31, 2014
Notes
Convertible Notes Payable Disclosure	NOTE 3. CONVERTIBLE NOTES PAYABLE In October, 2012, the Company entered into a 10% Contingently Convertible Promissory Note with Birr Marketing Group, Inc. for $20,000 with a due date of April 1, 2013. At March 31, 2014, the Company revalued the fair market value of the derivative liability and recorded a loss of ($242,356) on derivative liability. On April 16, 2013, the Company entered into a sixth Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) a Delaware Corporation for an 8% contingently convertible promissory note with an aggregate principal amount of $42,500 which together with any unpaid accrued interest was due on December 21, 2013. · On April 7, 2013, the Company entered into a convertible promissory note with a vendor to satisfy outstanding invoices in the amount of $68,000. The note bears no interest and was convertible into shares of common stock On March 31, 2014, the Company re-valued the derivative liability and recorded a gain on derivative liability of $538 making the balance in the derivative liability at March 31, 2014 $65,656. The Company also recorded $16,127 amortization of the original discount into interest expense. On May 21, 2013, the Company entered into a second Convertible Promissory Note with Continental Equities, LLC, a New York limited liability corporation for an 8% convertible promissory note in the aggregate principal amount of $30,000, which together with any unpaid accrued interest is due on May 20, 2014. $28,500 of the proceeds was funded directly to the company while $1,500 was recorded original issuance discount. · On December 10, 2013, the Company entered into an assignment agreement where the Company assigned a previously entered into $17,500 Notes payable with Pitts Riley to Microcap Equity Group, LLC, a third party. As such the Company entered into a 10% Convertible note with Microcap Equity Group for $17,500 which matured on December 10, 2014. · On December 24 ,2013, The Company entered into an assignment agreement where the Company assigned a previously entered into $48,470 Notes Payable to Pitts Riley to Magna Group, LLC, a third party. As such the Company entered into a 10% Convertible note with Magna Group for $48,470 on December 26, 2013. The Note matured on December 26, 2014. On January 6, 2014, Magna converted the remaining $14,000 of the original notes payable into 50,909,090 shares of common stock at a conversion price of $0.00028. After conversion, $0 remained on the original notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on derivative liability of ($10,305) and reduced the pro-rated portion of the derivative liability by $24,830 into additional paid in capital. The Company also accelerated the remaining discount of $14,000 into interest expense. In summary, during the periods ended March 31, 2014 and 2013, the Company recorded a total of $47,305 and $39,911, respectively in interest expense. During periods ended March 31, 2014 and 2013, the amount of interest expense associated with the amortization of discounts associated with the amortization of the debt discounts established by derivative liabilities in the convertible notes was $43,183 and $37,100.

Derivative Liability Disclosure

Derivative Liability Disclosure	3 Months Ended
	Mar. 31, 2014
Notes
Derivative Liability Disclosure	NOTE 4. DERIVATIVE LIABILITY In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of certain of the Company’s Convertible Promissory Note (described in Note 5), does not have a fixed settlement provision because conversion of the Asher Notes and the Continental Notes will be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the holders of the Asher Notes and the Continental Note from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion feature of the Asher Notes and the Continental Notes were separated from the host contract and recognized as a derivative instrument. The conversion feature of the Asher Notes and the Continental Notes have been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. The following table summarizes the derivative liabilities included in the consolidated balance sheet: Derivative liability Derivative liabilities as of December 31, 2013 $ 151,120 Net Loss on derivative liability 256,185 Debt discount - Settlement of derivative liability due to conversion of related notes (89,640) Derivative liabilities as of March 31, 2014 $ 317,665

Stockholders' Deficit Disclosur

Stockholders' Deficit Disclosure	3 Months Ended
	Mar. 31, 2014
Notes
Stockholders' Deficit Disclosure	NOTE 5. STOCKHOLDERS’ DEFICIT Shares Issued for Cash During the period ended March 31, 2014, the Company issued 161,538,888 shares of common stock for $303,620 in cash. Shares Issued for Services During the period ending March 31, 2014, the Company issued 75,000,000 shares to consultants for services rendered. The Company estimated the fair market value of the shares issued to be $521,500 and recorded this as stock based compensation. In addition, the Company cancelled a consulting agreement which it had previously accounted for and as such reversed 100,000,000 shares and a corresponding $48,000 from share based compensation. Shares Issued for Conversion of Notes Payable During the period ending March 31, 2014, the Company issued 202,514,717 shares of common stock related to conversions of various notes payable. See Note 5 for further discussion.

Related Party Transactions Disc

Related Party Transactions Disclosure	3 Months Ended
	Mar. 31, 2014
Notes
Related Party Transactions Disclosure	NOTE 6. RELATED PARTY TRANSACTIONS Sales to Related Party Distributor The Company is engaged with a distributor that is wholly-owned by the Company’s CEO (the “Distributor”). The Distributor is responsible for shipping out product samples, transferring small quantities of product to local distributors at the request of the Company, sales of product to local retailers or small wholesalers and for the fulfillment of online sales orders. The Company may withdraw cases of product from the Distributor at the Company’s will for Company use, for which the Company will provide the Distributor with a credit memo based on a per-case price equal to the price paid by the Distributor to the Company. At March 31, 2014 and December 31, 2013, receivable from the Distributor was $9,738 and $4,085 , respectively. Advances to Related Party At March 31, 2014, and December 31, 2013, the Company had outstanding accounts receivable of $9,333 , respectively, from a company owned by the CEO’s wife. These receivables represent shipping reimbursements erroneously billed by logistics and shipping companies. The Company paid these invoices and then in turn generated invoices to the company owned by the CEO’s wife for reimbursement.

Legal Proceedings

Legal Proceedings	3 Months Ended
	Mar. 31, 2014
Notes
Legal Proceedings	NOTE 7. LEGAL PROCEEDINGS The Company is aggressively defending itself in all of the below proceedings. The Company’s management believes the likelihood of future liability to the Company for these contingencies is remote, and the Company has not recorded any liability for these legal proceedings at March 31, 2014 and December 31, 2013. While the results of these matters cannot be predicted with certainty, the Company’s management believes that losses, if any, resulting from the ultimate resolution of these proceedings will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. On January 20, 2011, a claim was filed against Dewmar International BMC, Inc.(“Dewmar”) by Corey Powell, in Ascension Parish, LA 23rd Judicial District Court. Corey Powell was a former distributor of LEAN, a relaxation beverage marketed by Dewmar. Powell filed suit to recover allegedly unpaid commissions, “invasion fees” and “finder’s fees.” The commissions related to payments allegedly owed for Powell’s direct sale of LEAN product to wholesalers and retailers. The invasion fees relate to payments allegedly owed to Powell when the LEAN product was sold by other wholesalers in his geographic territory. The finders’ fees relate to payments allegedly owed to Powell for introducing investors to the Dewmar’s management. Discovery is complete. Dewmar has vigorously contested each and every one of the plaintiff’s allegations and has instructed counsel to proceed to trial on the merits which is scheduled this summer. Plaintiff sent a settlement demand earlier this year which was rejected by Dewmar. Currently, there is no trial date set.

Commitments and Contingencies D

Commitments and Contingencies Disclosure	3 Months Ended
	Mar. 31, 2014
Notes
Commitments and Contingencies Disclosure	NOTE 8. COMMITMENTS AND CONTINGENCIES Employment Agreement On January 1, 2011, the Company entered into employment agreement with Dr. Moran (“Employee”) to serve as President and Chief Executive Officer of the Company. The employment commenced on January 1, 2011 and runs for the period through January 1, 2015. The Company will pay Employee, as consideration for services rendered, a base salary of $120,000 per year. As additional compensation, Employee is eligible to receive one percent of the issued and outstanding shares of the Company if the gross revenues hit specified milestones for each fiscal year under the agreement. The Company will provide additional benefits to Employee during the employment term which include, but are not limited to, health and life insurance benefits, vacation pay, expense reimbursement, relocation reimbursement and a Company car. If Employee dies, the Company will pay the designated beneficiary an amount equal to two years’ compensation, in equal payments over the next twenty four months. In the event Employee’s employment is constructively terminated within five years of the commencement date, Employee shall receive a termination payment, which will be determined according to a schedule based upon the number of years since the commencement of the contract, within a range of $120,000 to $400,000. Additionally, Employee shall continue to receive the additional benefits mentioned above for a period of two years from the termination date. If the constructive termination date is later than five years after the commencement date, Employee shall receive the lesser amount of an amount equal to his aggregate base salary for five years following the date of the termination date, or an amount equal to his aggregate base salary through the end of the term. Additionally, Employee shall continue to receive the additional benefits mentioned above during the period he is entitled to receive the base salary. During the period ending March 31, 2014 and 2013, the Company incurred $50,000 base salary to Dr. Moran, respectively, which was included as a component of general and administrative expenses. The Company recorded total accrued payroll to Dr. Moran in the amounts of $520,502 and $494,000 in accounts payable and accrued liabilities on its consolidated balance sheets at March 31, 2014and December 31, 2013, respectively. On November 7, 2012, the Company agreed to convert $50,000 of accrued salary for Dr. Marco Moran into 19,047,619 shares of common stock. The number of shares issued was calculated using a 25% discount to the trading price on the agreement date. The fair market value of the shares on the date of the agreement was $66,667 which resulted in recognition of loss on settlement of accrued salaries of $16,667 during the year ended December 31, 2012 for the difference in the amount of accrued salary and the fair market value of the shares issued.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2014
Notes
Subsequent Events	NOTE 9. SUBSEQUENT EVENTS During the quarter ended June 30, 2014, Dewmar accounted for the issuance of 55,000,000 shares due under various consulting arrangements. During the quarter ended September 30, 2014, Dewmar accounted for the issuance of 55,000,000 shares due under various consulting agreements. On December 4, 2014, Health & Wellness Research Consortium, LLC, (“Health & Wellness”) was created with Dewmar owning 100% of the LLC membership units. The business objective of Health & Wellness is to develop, implement and execute healthcare sales and marketing strategies for pharmacies, clinics and hospitals in order to help the client broaden market presence, influence effective prescribing behaviors and ultimately maximize their return on assets.

Summary of Significant Accoun16

Summary of Significant Accounting Policies: Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2014
Policies
Basis of Presentation	Basis of Presentation The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2014 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein and adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended December 31, 2014 filed in our Annual Report on Form 10K.

Derivative Liability Disclosu17

Derivative Liability Disclosure: Schedule of Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2014
Tables/Schedules
Schedule of Derivative Liabilities	Derivative liability Derivative liabilities as of December 31, 2013 $ 151,120 Net Loss on derivative liability 256,185 Debt discount - Settlement of derivative liability due to conversion of related notes (89,640) Derivative liabilities as of March 31, 2014 $ 317,665

Convertible Notes Payable Dis18

Convertible Notes Payable Disclosure (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Gain (loss) on derivative liability	$ (256,185)	$ (91,586)
Common stock issued for debt conversion	202,514,717
Interest expense	$ 47,305	$ 39,911
Contingently Convertible Promissory Note with Birr Marketing Group
Interest rate				10.00%
Proceeds from convertible promissory note				$ 20,000
Gain (loss) on derivative liability	(242,356)
Contingently Convertible Promissory Note with Asher
Interest rate			8.00%
Proceeds from convertible promissory note			$ 42,500
Gain (loss) on derivative liability	(4,425)
Amount of debt converted into common stock	6,500
Accrued interest converted	$ 1,700
Common stock issued for debt conversion	34,166,667
Conversion price	$ 0.00024
Interest expense	$ 1,670
Convertible Promissory Note to Satisfy Outstanding Invoices
Proceeds from convertible promissory note			$ 68,000
Gain (loss) on derivative liability	538
Interest expense	16,127
Convertible Promissory Note with Continental Equities
Interest rate			8.00%
Proceeds from convertible promissory note			$ 30,000
Gain (loss) on derivative liability	28
Amount of debt converted into common stock	$ 17,760
Common stock issued for debt conversion	64,581,818
Conversion price	$ 0.000275
Interest expense	$ 7,433
Convertible Note with Microcap Equity Group
Proceeds from convertible promissory note			17,500
Gain (loss) on derivative liability	335
Amount of debt converted into common stock	$ 7,400
Common stock issued for debt conversion	52,857,142
Conversion price	$ 0.00014
Interest expense	$ 3,952
Convertible note with Magna Group (2)
Proceeds from convertible promissory note			$ 48,470
Gain (loss) on derivative liability	(10,305)
Amount of debt converted into common stock	$ 14,000
Common stock issued for debt conversion	50,909,090
Conversion price	$ 0.00028
Interest expense	$ 14,000

Derivative Liability Disclosu19

Derivative Liability Disclosure: Schedule of Derivative Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Details
Derivative liability	$ 317,665		$ 151,120
Gain (loss) on derivative liability	256,185	$ 91,586
Settlement of derivative liability	$ 89,640

Stockholders' Deficit Disclos20

Stockholders' Deficit Disclosure (Details)	3 Months Ended
	Mar. 31, 2014USD ($)shares
Details
Common stock issued for cash	161,538,888
Proceeds from issuance of common stock | $	$ 303,620
Common stock issued for services	75,000,000
Value of common stock issued for services | $	$ 521,500
Common stock reversed and cancelled	100,000,000
Share based compensation recorded from cancellation | $	$ 48,000
Common stock issued for debt conversion	202,514,717

Related Party Transactions Di21

Related Party Transactions Disclosure (Details) - USD ($)	Mar. 31, 2014	Dec. 31, 2013
Details
Related party receivable	$ 9,738	$ 4,085
Advances to related party	$ 9,333	$ 9,332

Commitments and Contingencies22

Commitments and Contingencies Disclosure (Details) - Salary to Dr. Moran (CEO) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2012	Dec. 31, 2013
Salaries paid	$ 50,000
Accrued payroll	$ 520,502		$ 494,000
Accrued salaries converted		$ 50,000
Common stock issued for accrued salaries		19,047,619

Subsequent Events (Details)

Subsequent Events (Details) - shares	3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Details
Stock issued under various consulting arrangements	55,000,000	55,000,000