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 March 31, 2014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 000-54222
MAKISM 3D CORP.
(Exact name of registrant as specified in its charter)
Nevada 42-1771506
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Future Business Centre
Cambridge, CB4 2HY
(Address of Principal Executive Offices)
011-44-01954-715030
(Registrant's telephone number)
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 (ss.232.405 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 checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
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]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 13, 2014
----- ---------------------------
Common stock, par value $.0001 60,000,000
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MAKISM 3D CORP.
TABLE OF CONTENTS
Page
Numbers
-------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Balance Sheets 3
Statements of Operations 4
Statement of Stockholders' Deficit 5
Statements of Cash Flows 6
Notes to Financial Statements 7
Item 2. Management's Discussion & Analysis of Financial Condition
& Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 1A. Risk Factors 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Mine Safety Disclosures 13
Item 5. Other Information 13
Item 6. Exhibits 13
SIGNATURES 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Makism 3D Corp.
(A Development Stage Company)
Balance Sheets
March 31, 2014 June 30, 2013
-------------- -------------
(Unaudited)
ASSETS
Current Assets:
Cash $ 117,571 $ --
Receivables 9,326 --
Prepaid expenses 4,343 --
---------- ----------
Total current assets 131,240 --
---------- ----------
Non-current Assets:
Machinery, net of accumulated depreciation of $1,272 27,050 --
---------- ----------
Total assets $ 158,290 $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 24,487 $ --
Loans payable - director 30,509 --
---------- ----------
Total current liabilities 54,996 --
---------- ----------
Total liabilities 54,996 --
---------- ----------
Stockholders' Deficit:
Preferred stock, 50,000,000 shares authorized,
par value $0.0001, no shares issued or outstanding -- --
Common stock, 100,000,000 shares authorized,
par value $0.0001, 60,000,000 and 27,000,000 shares
issued and outstanding, respectively 6,000 2,700
Additional paid in capital 502,429 (2,700)
Deficit accumulated during the development stage (405,135) --
---------- ----------
Total stockholders' equity (deficit) 103,294 --
---------- ----------
Total liabilities and stockholders' deficit $ 158,290 $ --
========== ==========
The accompanying notes are an integral part of
these unaudited financial statements.
3
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Makism 3D Corp.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative
Three Months Three Months Nine Months Nine Months May 4, 2010
Ended Ended Ended Ended (Inception) to
March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013 March 31, 2014
-------------- -------------- -------------- -------------- --------------
Revenue $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Expenses:
Operating expenses 44,096 -- 405,135 -- 405,135
------------ ------------ ------------ ------------ ------------
Total expenses 44,096 -- 405,135 -- 405,135
------------ ------------ ------------ ------------ ------------
Loss before income taxes (44,096) -- (405,135) -- (405,135)
Provision for Income Taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net Loss $ (44,096) $ -- $ (405,135) $ -- $ (405,135)
============ ============ ============ ============ ============
Basic and Diluted
Loss per Common Share $ (0.00) $ -- $ (0.01) $ --
============ ============ ============ ============
Weighted Average number of
Common Shares Outstanding 58,200,000 70,000,000 44,803,000 70,000,000
============ ============ ============ ============
The accompanying notes are an integral part of
these unaudited financial statements.
4
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Makism 3D Corp.
(A Development Stage Company)
Statement of Stockholders' Deficit
(unaudited)
Deficit
Accumulated
Common Stock Additional During the Total
---------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Deficit
------ ------ ------- ----- -------
INCEPTION, DECEMBER 6, 2012
Shares issued to founder 27,000,000 $ 2,700 $ (2,700) $ -- $ --
---------- --------- --------- ---------- ---------
Balance, June 30, 2012 27,000,000 2,700 (2,700) -- --
Shares issued for consulting services 2,800,000 280 395,359 -- 395,639
Shares issued for services 1,200,000 120 29,726 -- 29,846
Contributed Services -- -- 75,000 -- 75,000
Shares deemed as issued to Makism
sharehoders 29,000,000 2,900 (34,956) -- (32,056)
Net loss -- -- -- (405,135) (405,135)
---------- --------- --------- ---------- ---------
BALANCE MARCH 31, 2014 60,000,000 $ 6,000 $ 462,429 $ (405,135) $ 63,294
========== ========= ========= ========== =========
The accompanying notes are an integral part of
these unaudited financial statements.
5
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Makism 3D Corp.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the Period From
Nine Months Ended May 4, 2010
----------------------------------- (Inception) to
March 31, 2014 March 31, 2013 March 31, 2014
-------------- -------------- --------------
OPERATING ACTIVITIES
Net loss $ (405,135) $ -- $ (405,135)
Non cash items
Consulting fees paid in stock 29,846 -- 29,846
Contributed services 75,000 75,000
Amortization 1,272 -- 1,272
Adjustments To Reconcile Net Loss To Cash
Used By Operating Activities
(Increase) decrease in receivables (9,326) (9,326)
(Increase) decrease in prepaid expenses (4,343) -- (4,343)
Increase (decrease) in accounts payable 13,774 -- 13,774
---------- ---------- ----------
Net cash used by operating activities (298,912) -- (298,912)
---------- ---------- ----------
INVESTING ACTIVITIES
Cash paid for purchase of fixed assets (28,322) -- (28,322)
---------- ---------- ----------
Net cash used by investing activities (28,322) -- (28,322)
---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds from (repayment of) loans - director 9,166 -- 9,166
Proceeds from the sale of common stock 435,639 -- 435,639
---------- ---------- ----------
Net cash provided by financing activities 444,805 -- 444,805
---------- ---------- ----------
Net Increase (Decrease) in Cash 117,571 -- 117,571
Cash, Beginning of Period -- -- --
---------- ---------- ----------
Cash, End of Period $ 117,571 $ -- $ 117,571
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Liabilities from reverse merger 32,056 -- 32,056
Cash paid during the period for:
Interest $ -- $ -- $ --
========== ========== ==========
Income taxes $ -- $ -- $ --
========== ========== ==========
The accompanying notes are an integral part of
these unaudited financial statements.
6
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Makism 3D Corp.
(A Development Stage Company)
March 31, 2014
Notes to the Financial Statements
NOTE 1 - ORGANIZATION AND OPERATIONS
Umicron Ltd., a development stage company, was incorporatedunder the laws of
England and Wales. The Company intends to engage in the development and sale of
3D printers.
On October 29, Umicron was combined with the public registered Company Makism 3D
Corp, incorporated on May 4, 2010, in a transaction accounted for as a reverse
merger.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company's Form 8-K filed with the
SEC on November 4, 2013. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim period
presented have been reflected herein. The results of operations for the interim
period are not necessarily indicative of the results to be expected for the full
year. Notes to the financial statements which would substantially duplicate the
disclosures contained in the audited financial statements for the most recent
fiscal period, as reported in the Form 8-K, have been omitted.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with U.S. GAAP 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 of the financial statements and the reporting amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
FISCAL YEAR-END
The Company elected June 30 as its fiscal year ending date.
NOTE 3 - GOING CONCERN
As reflected in the financial statements, the Company had a deficit accumulated
during the development stage at March 31, 2014, a net loss and net cash used in
operating activities for the period from December 6, 2012 (inception) through
March 31, 2014. These factors raise substantial doubt about the Company's
ability to continue as a going concern. In response to these conditions, we may
raise additional capital through the sale of equity securities, through an
offering of debt securities or through borrowings from financial institutions or
individuals. The financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.
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NOTE 4 - LOANS PAYABLE - DIRECTOR
The Company was advanced funds from a director to pay for operating expenses
during the year. The advances are unsecured and payable on demand with no
interest. At March 31, 2014, the company has $30,509 outstanding in loans
payable to the director.
NOTE 5 - COMMON STOCK
On March 11, 2013, the Company issued 1,200,000 shares to two third parties for
services with a total value of $29,846. During 2013, the Company sold 1,800,000
shares for total proceeds of $45,639. During 2013, various stockholders
performed services for the Company valued at $75,000.
On October 29, 2013, the Company issued 29,000,000 shares of common stock in
exchange for 100% of the issued and outstanding shares of Umicron Ltd.
On October 29, 2013, the Company cancelled 41,000,000 shares of common stock.
On October 29, 2013, the Company issued 1,000,000 shares for $350,000 paid up
front and another $250,000 due after the company has designed, manufactured,
sold and delivered 10 3D printers. Should this event occur and the additional
payment is not made, 500,000 of the shares must be returned and canceled. To
date, the Company received an additional $40,000 which will be applied against
the $250,000 due after the Company has achieved this milestone.
NOTE 6 - REVERSE MERGER
On October 29, 2013, Makism 3D bought Umicron for 30,000,000 shares. As a result
of the Exchange Transaction, the Selling Shareholders acquired approximately
50.67% of the companies issued and outstanding common stock in a reverse merger,
Umicron became a wholly-owned subsidiary, and the Registrant acquired the
business and operations of Umicron. In addition, the Company's former officer
and director surrendered 41,000,000 shares. As such, immediately prior to the
Exchange Transaction and after giving effect to the foregoing cancellations and
issuances pursuant to the private placement offering described above, the
Registrant had 70,000,000 shares outstanding. Immediately after the Exchange
Transaction, the Registrant had 60,000,000 shares issued and outstanding.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report on Form 10-Q contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Reference is made in particular to the description of our plans and
objectives for future operations, assumptions underlying such plans and
objectives, and other forward-looking statements included in this report. Such
statements may be identified by the use of forward-looking terminology such as
"may," "will," "expect," "believe," "estimate," "anticipate," "intend,"
"continue," or similar terms, variations of such terms or the negative of such
terms. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties, which could cause actual
results to differ materially from those described in the forward-looking
statements. Such statements address future events and conditions concerning,
among others, capital expenditures, earnings, litigation, regulatory matters,
liquidity and capital resources, and accounting matters. Actual results in each
case could differ materially from those anticipated in such statements by reason
of factors such as future economic conditions, changes in consumer demand,
legislative, regulatory and competitive developments in markets in which we
operate, results of litigation, and other circumstances affecting anticipated
revenues and costs, and the risk factors set forth below and in our Annual
Report on Form 10-K filed on September 30, 2013.
As used in this Form 10-Q, "we," "us," and "our" refer to Makism 3D Corp., which
is also sometimes referred to as the "Company."
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS
The forward-looking statements made in this report on Form 10-Q relate only to
events or information as of the date on which the statements are made in this
report on Form 10-Q. Except as required by law, we undertake no obligation to
update or revise publicly any forward-looking statements, whether as a result of
new information, future events, or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events. You
should read this report and the documents that we reference in this report,
including documents referenced by incorporation, completely and with the
understanding that our actual future results may be materially different from
what we expect or hope.
OVERVIEW
We are a development stage company that was incorporated under the laws of the
State of Nevada on May 4, 2010. We were initially established for the purpose of
developing and commercializing a performance management system for use by
cellular operators.
On February 20, 2013, we effected a 5 for 1 forward stock split of all of its
issued and outstanding shares of common stock (the "Stock Split"). The Stock
Split increased the number of our issued and outstanding common stock to
70,000,000 shares.
On October 29, 2013 (the "Closing Date"), we entered into and consummated a
voluntary share exchange transaction with Umicron Ltd., a private limited
company organized under the laws of England and Wales ("Umicron"), and the
shareholders of Umicron ("Selling Shareholders") pursuant to a Stock Exchange
Agreement (the "Exchange Agreement") by and among the Company, Umicron, and the
Selling Shareholders.
In accordance with the terms of Exchange Agreement, on the Closing Date, we
issued 30,000,000 shares of our common stock to the Selling Shareholders in
exchange for 100% of the issued and outstanding capital stock of Umicron (the
"Exchange Transaction"). As a result of the Exchange Transaction, the Selling
Shareholders acquired approximately 50.67% of our issued and outstanding common
stock, Umicron became our wholly-owned subsidiary, and we acquired the business
and operations of Umicron.
We recently moved into a new development and manufacturing facility located at
the Future Business Centre in Cambridge, UK.
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<PAGE>
We are focused on the development of a low cost professional-grade 3D printer
targeted at the home, professional, and educational markets.
As of the date of this Quarterly Report on Form 10-Q, we have generated no
revenue.
RESULTS OF OPERATIONS
FINANCIAL CONDITION AS OF MARCH 31, 2014
We reported total current assets of $131,240 at March 31, 2014 being cash in the
bank, receivables and prepaid expenses. Total current liabilities reported of
$54,996 consisted of accounts payable and a loan payable to a director. We had
working capital of $76,244 at March 31, 2014.
Stockholders' Equity increased from $0 at June 30, 2014 to $103,294 at March 31,
2014. This increase is due primarily to the acquisition of Umicron Ltd. and the
concurrent private placement.
CASH AND CASH EQUIVALENTS
As of March 31, 2014, we had cash of $117,571. We anticipate that a substantial
amount of cash will be used as working capital and to execute our strategy and
business plan. As such, we further anticipate that we will have to raise
additional capital to fund our operational and research and development needs
over the next twelve months.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2014 TO THE THREE MONTHS ENDED
MARCH 31, 2013
REVENUES
We are in the research and development phase and had no customers or revenues
during this period.
OPERATING EXPENSES
During the three months ended March 31, 2014, we incurred operating expenses of
$44,096 as compared to operating expenses of $0 for the three months ended March
31, 2013. Our operating expenses for the three months ended March 31, 2014
consisted of professional fees, consulting fees, research and development and
office and miscellaneous. The increase is attributable to the Company starting
operations in developing a 3D printer for market.
COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2014 TO THE NINE MONTHS ENDED
MARCH 31, 2013
REVENUES
We are in the research and development phase and had no customers or revenues
during this period.
OPERATING EXPENSES
During the nine months ended March 31, 2014, we incurred operating expenses of
$405,135as compared to operating expenses of $0 for the nine months ended March
31, 2013. Our operating expenses for the nine months ended March 31, 2014
consisted of professional fees, consulting fees, research and development and
office and miscellaneous. The increase is attributable to the Company starting
operations in developing a 3D printer for market.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2014, we had cash on hand of $117,571 and working capital of
$76,244.
Net cash used in operating activities was $298,912 and $0 for the nine months
ended March 31, 2014 and 2013, respectively. The increase is attributable to the
Company starting operations in developing a 3D printer for market.
Cash used in investing activities was $28,322 and $0 for the nine months ended
March 31, 2014 and 2013, respectively. In 2014, this amount consisted of the
purchase of fixed assets.
10
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Cash provided by financing activities was $444,805 and $0 for the nine months
ended March 31, 2014 and 2013, respectively. During the nine months ended March
31, 2014, we received cash from the issuance of common stock.
We believe that our cash on hand will not be sufficient to meet our anticipated
cash requirements through the next 12 months. As such, on October 29, 2013, we
entered into a Securities Purchase Agreement (the "Purchase Agreement") and
consummated a closing of a private placement offering (the "Offering") with an
accredited investor (the "Investor") for the issuance and sale of 1,000,000
shares of common stock of the Company (the "Offering Shares") at a purchase
price of $0.60 per share, for an aggregate consideration of $600,000.
We received an additional $40,000 USD to be applied to a future payment should
we achieve certain milestones. Should the milestones not be achieved, this
amount is not required to be refunded.
Our current cash requirements are significant and will be used for research and
development, and marketing, and we anticipate generating losses for the
foreseeable future. In order to execute on our business strategy, we will
require additional working capital, commensurate with the operational needs of
our planned marketing, development and production efforts. Our management
anticipates that we should be able to raise sufficient amounts of working
capital through debt or equity offerings, as may be required to meet our
long-term obligations. However, changes in our operating plans, increased
expenses, acquisitions, or other events, may cause us to seek additional equity
or debt financing in the future. We anticipate continued and additional
development and production expenses. Accordingly, while we do not have any
short-term plans to conduct any other debt or equity financings, we may in the
future use debt and equity financing to fund operations, as we look to expand
our asset base and fund development and production of our products. Any such
equity financings could result in dilution to current shareholders, and the
incurrence of indebtedness would result in increased debt service obligations
and could require us to agree to operating and financial covenants that would
restrict our operations.
There are no assurances that we will be able to raise the required working
capital on terms favorable, or that such working capital will be available on
any terms when needed. Any failure to secure additional financing may force us
to modify our business plan. In addition, we cannot be assured of profitability
in the future.
In addition, the terms of the Purchase Agreement contain certain restrictions on
our ability to engage in financing transactions. Specifically, the Purchase
Agreement contains a right of first refusal for the Investor on any future
financing transactions and requires the approval of the Investor for any debt
financings.
OFF-BALANCE SHEET ARRANGEMENTS
None.
SIGNIFICANT ACCOUNTING POLICIES
Our significant accounting policies are described in Note 2 to the financial
statements included in our Annual Report on Form 10-K for the year ended June
30, 2013, which are incorporated by reference herein.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, the Company is not required to provide Part I,
Item 3 disclosure.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including our President (who is our Principal Executive
Officer) and our Treasurer (who is our Principal Financial Officer and Principal
Accounting Officer), of the effectiveness of the design of our disclosure
controls and procedures (as defined by Exchange Act Rules 13a-15(e) or
15d-15(e)) as of March 31, 2014 pursuant to Exchange Act Rule 13a-15. Based upon
that evaluation, our Principal Executive Officer and Principal Financial Officer
11
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concluded that our disclosure controls and procedures are not effective as of
March 31, 2014 as a result of material weaknesses in internal controls over
financial reporting. A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company's
interim financial statements will not be prevented or detected on a timely
basis.
In performing the above-referenced assessment, our management identified the
following material weaknesses:
* We do not have an audit committee or an independent audit committee
financial expert. While not being legally obligated to have an audit
committee or independent audit committee financial expert, it is the
management's view that to have an audit committee, comprised of
independent board members, and an independent audit committee
financial expert is an important entity-level control over our
financial statements.
* We did not perform an entity level risk assessment to evaluate the
implication of relevant risks on financial reporting, including the
impact of potential fraud related risks and the risks related to
non-routine transactions, if any, on our internal control over
financial reporting. Lack of an entity-level risk assessment
constituted an internal control design deficiency which resulted in
more than a remote likelihood that a material error would not have
been prevented or detected, and constituted a material weakness.
* We have insufficient quantity of dedicated resources and experienced
personnel involved in reviewing and designing internal controls. As a
result, a material misstatement of the interim and annual financial
statements could occur and not be prevented or detected on a timely
basis.
* We lack personnel with formal training to properly analyze and record
complex transactions in accordance with U.S. GAAP. Our current Chief
Financial Officer, Mr. Matthew Lummis, has been our Chief Financial
Officer since October 29, 2013. He has had limited experience and
education in accounting and minimal training with U.S. GAAP.
* We have not achieved the optimal level of segregation of duties
relative to key financial reporting functions.
We are currently reviewing our disclosure controls and procedures related to
these material weaknesses and expect to implement changes in the near term,
including identifying specific areas within our governance, accounting and
financial reporting processes to add adequate resources and personnel to
potentially mitigate these material weaknesses.
Our present management will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial reporting that
occurred during the quarterly period ended March 31, 2014 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting. We believe that a control system, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the control system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within any
company have been detected.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There are no sales of our securities without registration under the Securities
Act of 1933, as amended, during the three months ended December 31, 2013, that
were not previously disclosed in an Annual Report on Form 10-K, Quarterly Report
on Form 10-Q, or in a Current Report on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (incorporated by reference to the
registrant's Registration Statement on Form S-1 filed on August 27,
2010).
3.2 Bylaws (incorporated by reference to the registrant's Registration
Statement on Form S-1 filed on August 27, 2010).
10.1 Lease Agreement, dated May 2, 2014, between Umicron Ltd. and Allia
Ltd.*
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act*
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act*
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.*
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.*
101 Interactive Data File
----------
* Filed herewith.
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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.
MAKISM 3D CORP.
a Nevada corporation
Dated: May 20, 2014 By: /s/ Luke Ruffell
--------------------------------------
Luke Ruffell
Chief Executive Officer, President
and Chairman
(Principal Executive Officer)
Dated: May 20, 2014 By: /s/ Matthew Lummis
--------------------------------------
Matthew Lummis
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
14
