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 | November 30, 2014 | |||||||||||||||||||
| or | |||||||||||||||||||
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
For the transition period from |
| to |
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Commission File Number | 333-186078 | |||||||||||||||||||
AXIOM CORP. | ||||||||||||||||||||
(Exact name of registrant as specified in its charter) | ||||||||||||||||||||
Colorado |
| N/A | ||||||||||||||||||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) | ||||||||||||||||||
Enterprise Road, Industrial Area, PO Box 49000-00100, Nairobi, Kenya | N/A | |||||||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
+254-736-521567 | ||||||||||||||||||||
(Registrant’s telephone number, including area code) | ||||||||||||||||||||
N/A | ||||||||||||||||||||
(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. | ||||||||||||||||||||
[X] | YES | [ ] | 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 (§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). | ||||||||||||||||||||
| [X] | YES | [ ] | NO | ||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions 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 | [ ] | (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 | [X] | NO | ||||||||||||||||
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. | ||||||||||||||||||||
| [ ] | YES | [�� ] | NO | ||||||||||||||||
APPLICABLE ONLY TO CORPORATE ISSUERS | ||||||||||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | ||||||||||||||||||||
56,433,333 common shares issued and outstanding as of January 12, 2015. | ||||||||||||||||||||
AXIOM CORP.
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars.
3
Axiom Corp. and Subsidiary
November 30, 2014
Index
Condensed Consolidated Balance Sheets.............................................................................................................................. F–1
Condensed Consolidated Statements of Operations............................................................................................................ F–2
Condensed Consolidated Statements of Cash Flows........................................................................................................... F–3
Notes to the Condensed Consolidated Financial Statements............................................................................................. F–4
4
Axiom Corp. and Subsidiary
Condensed Consolidated Balance Sheets
| November 30, 2014 | August 31, 2014 |
| (Unaudited) |
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ASSETS |
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Current Assets |
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Cash | $ 822 | $ 8,659 |
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Total Assets | $ 822 | $ 8,659 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities | 19,235 | 16,140 |
Due to related party | 824 | 834 |
Loans payable | 59,868 | 51,868 |
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Total Liabilities | 79,927 | 68,842 |
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Commitments and Contingencies | – | – |
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Stockholders’ Deficit |
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Preferred stock, 100,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding | – | – |
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Common stock, 200,000,000 shares authorized, $0.00001 par value; 56,433,333 shares issued and outstanding | 564 | 564 |
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Additional paid-in capital | 45,086 | 45,086 |
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Accumulated deficit | (124,755) | (105,833) |
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Total Stockholders’ Deficit | (79,105) | (60,183) |
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Total Liabilities and Stockholders’ Deficit | $ 822 | $ 8,659 |
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��
(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-1
Axiom Corp. and Subsidiary
Condensed Consolidated Statements of Operations
(Unaudited)
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| For the Three Months Ended November 30, 2014 | For the Three Months Ended November 30, 2013 |
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Expenses |
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General and administrative |
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| $ 17,770 | $ 9,340 |
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Loss Before Other Expense |
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| 17,770 | 9,340 |
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Other expense |
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Interest expense |
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| 1,152 | 60 |
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Net Loss |
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| $ (18,922) | $ (9,400) |
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Net Loss Per Share – Basic and Diluted |
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| $ (0.00) | $ (0.00) |
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Weighted Average Shares Outstanding-Basic and Diluted |
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| 56,433,333 | 56,433,333 |
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(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-2
Axiom Corp. and Subsidiary
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the Three Months Ended November 30, 2014 | For the Three Months Ended November 30, 2013 |
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Cash Flows from Operating Activities |
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Net loss | $ (18,922) | $ (9,400) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Expenses paid by a related party | - | 533 |
Expenses paid by a third party | 8,000 | 1,500 |
Changes in operating assets and liabilities: |
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Increase in accounts payable and accrued liabilities | 3,085 | 7,367 |
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Net Cash Used In Operating Activities | (7,837) | – |
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Decrease in Cash | (7,837) | – |
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Cash - Beginning of Period | 8,659 | 829 |
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Cash - End of Period | $ 822 | $ 829 |
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Supplementary Information:
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Interest paid | $ – | $ – |
Income taxes paid | $ – | $ – |
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(The accompanying notes are an integral part of these condensed consolidated financial statements)
F-3
Axiom Corp. and Subsidiary
Notes to the Condensed Consolidated Financial Statements
(Uaudited)
1. Nature of Business and Going Concern
Axiom Corp. (the “Company”) was incorporated in the State of Colorado on April 2, 2012. The Company’s planned principal business is the construction of major infrastructure developments, including roads, schools, hospitals and social housing, in eastern African markets of Kenya, Uganda and South Sudan.
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2014, the Company has incurred losses totalling $124,755 since inception, and has not yet generated any revenue from operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company intends to meet its cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. The Company decided to become a reporting company to be better equipped to raise capital by providing transparency to the public about our operations and development. The Company currently does not have any arrangements in place to complete any additional private placement financings and there is no assurance that the Company will be successful in completing any such financings on terms that will be acceptable to it.
If the Company is not able to raise the funds necessary to implement its business plan as anticipated, it will scale back its business development in line with available capital. The Company’s main priority will be to retain its reporting status with the Securities and Exchange Commission which means that it will first ensure that it has sufficient capital to cover its legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing the Company is able to secure, the Company will focus on securing infrastructure projects, marketing and advertising its services, and paying consulting and management fees. The Company will likely not expend funds on the remainder of its planned activities unless it has the required capital.
If the Company is able to raise the required funds to fully implement its business plan, it plans to implement the business actions in the order provided below. If the Company is not able to raise all required funds, it will prioritize its corporate activities as chronologically laid out below because the activities that need to be undertaken in the Company’s initial months of operations are prerequisites for its planned future operations. The Company anticipates that the implementation of its business will occur as follows:
December 2014 to June 2015
· Determine if the Company wishes to continue to wait for Ethiopian Ministry of Mines to grant the Company prospective potash claims;
· Seek another field manager to assist the Company’s president;
· Seek other infrastructure opportunities in Ethiopia;
· Seek out other agriculture and agro businesses;
· Design marketing materials;
· Market the Company’s services to its various government contacts;
· Hire personnel to market its services; and
· Complete certain asset purchases and set up inter-company satellite offices.
July 2015 to November 2015
· Review opportunities with the various governments;
· Establish additional local offices in the region;
· Establish a partnership or strategic relationship with another infrastructure development company; and
· Look at other markets for any opportunities.
F-4
Axiom Corp. and Subsidiary
Notes to the Condensed Consolidated Financial Statements
(Uaudited)
2. Summary of Significant Accounting Policies
a) Basis of Presentation
These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is August 31.
b) Principles of Consolidation
The consolidated financial statements include the accounts of Axiom Corp. and its 100% owned subsidiary, Acton Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.
c) Interim Financial Statements
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 ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's August 31, 2014 report filed with the SEC on Form 10-K. 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 periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end August 31, 2014, have been omitted.
d) Use of Estimates
The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
e) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. In prior years, the Company had funds in a bank account in Ethiopia, which were designated as a minimum amount of liquid capital available while the Company applied for a business license in Ethiopia. As of November 30, 2014, the Company is no longer pursuing this license and accordingly, these funds have been used to pay a former officer of the Company for services provided.
f) Financial Instruments
The Company’s financial instruments consist principally of cash, accounts payable, related party payables and loan payable. The fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
F-5
Axiom Corp. and Subsidiary
Notes to the Condensed Consolidated Financial Statements
(Uaudited)
2. Summary of Significant Accounting Policies (continued)
g) Earnings (Loss) Per Share
Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At November 30, 2014 and 2013, the Company has no potentially dilutive securities outstanding.
h) Foreign Currency Translation
The Company’s planned operations will be in the eastern African markets of Uganda, South Sudan and Kenya, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.
i) Income Taxes
The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
j) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3. Related Party Transactions
As of November 30, 2014, the Company owes the sole director of the Company $824 (August 31, 2014 - $834) for expenditures paid on behalf of the Company. The amount owed is unsecured, non-interest bearing, and has no specified repayment terms.
During the three months ended November 30, 2014, expenses of $nil (2013 - $533) were incurred on behalf of the Company by related parties.
4. Loan payable
On August 1, 2013, the Company entered into a line of credit agreement with a third party, enabling the Company to borrow up to $50,000, at 8% per annum, with related amounts being due on demand. During the year ended August 31, 2014, the third party agreed to increase the maximum principal amount to $85,000. As at November 30, 2014, the amount outstanding under this line of credit was $59,868 (August 31, 2014 - $51,868), with accrued interest of $3,914 (August 31, 2014 - $2,762).
5. Stockholders’ Equity
The Company’s authorized capital consists of 200,000,000 shares of common stock with a par value of $0.00001 per share and 100,000,000 shares of preferred stock with a par value of $0.00001 per share.
There were no stock transactions during the three months ended November 30, 2014 and 2013.
F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our”, “Axiom” and “our company” mean Axiom Corp. and our wholly-owned subsidiary, Acton Holdings Limited, a Republic of Kenya corporation, unless otherwise indicated.
Corporate History
We were incorporated under the laws of the State of Colorado on April 2, 2012. Our fiscal year end is August 31. Our business office is located atEnterprise Road, Industrial Area, P.O. Box 49000-00100, Nairobi, Kenya. Our mailing address is P.O. Box 78018 – 00507, Nairobi, Kenya. Our telephone number is +254 736 521 567. Our website iswww.axiomstructure.com.
On April 2, 2012, we appointed Kranti Kumar Kotni as our sole director, chief executive officer, chief financial officer, president, secretary and treasurer. Mr. Kotni purchased 30,000,000 shares of our common stock at a price of $0.0002 per share for gross proceeds of $6,000.
On April 2, 2012, we acquired Acton Holdings Limited, a Kenyan company, which is now our wholly owned subsidiary, by acquiring the two ordinary shares of Acton that represented all of the issued and outstanding shares of Acton. As a Kenyan company is required to have at least two shareholders, one share is registered in our company’s name and the other share is held by Kranti Kumar Kotni, in trust for our company. Acton was incorporated under the laws of the Republic of Kenya on September 6, 2011 and carries on all of our business activities in Kenya. Since we are in our startup stage, Acton has predominately been involved in administrative activities such as setting up bank accounts, establishing relationships with government offices and establishing our office facilities.
On June 30, 2012, we sold 26,433,333 shares of our common stock at a price of $0.0015 per share for gross proceeds of $39,650.
5
Recent Developments
We have established an office located in Nairobi, Kenya and have commenced operations seeking opportunities to develop infrastructure projects in East Africa. We have not found a qualified person to act as our field manager and are actively looking to hire a field manager in Kenya. We are also actively seeking opportunities for infrastructure projects to bid on in Kenya, Uganda, Ethiopia, and South Sudan. We had previously hired a field manager who was responsible for maintaining the existing relationships that have been established in South Sudan and Ethiopia. However, our company has since lost this field manager and is seeking a replacement. The field manager’s duties will be to assist our chief executive officer and director, Kranti Kumar Kotni, to liaise and coordinate with the various ministries in complying with their individual policies and procedures and negotiate and enter into project contracts. The field manager will also be responsible for obtaining quotes for services from various construction companies and providing them with project specifications in order to facilitate the quotes for a given project. Currently, we are in private discussions with various ministries in the Republic of South Sudan about outlying projects that are a priority for the South Sudanese government. The current projects that are being discussed relate to the re-habilitation of airports, construction of new hospitals and schools, building sea ports, and road works. These projects are in the initial discussion phases and are not yet at the bid tendering phase. Our company faced delays due to the political instabilities and an attemptedcoup d'état of the democratically elected party and ceased any further discussions until things stabilize.In addition, our company was exploring the opportunity in Ethiopia for potash exploration which would have also included the build out of infrastructure of roads and a small railway for transporting raw materials. Our company has not completely abandoned this project regardless of losing its local representative.
We intend to pursue our business objectives by forming business relationships with as many eastern African countries as possible in order to successfully bid for and win infrastructure construction project contracts in each respective country. Currently, our company is focused on the Republic of South Sudan where we have partnered with a local company, Century Pillar, which is engaged in the development of infrastructure construction projects such as roads, hospitals, housing, agriculture, schools and airports.
OnFebruary 1, 2013, we entered into an agency agreement with Century Pillar Limited. Pursuant to the agreement, Century Pillar will act as our partner and provide us with local agency services with a view to achieving successful bids on various infrastructure construction projects. Specifically, Century Pillar is obligated to provide to our company with the following services:
(1) local agency services;
(2) from time to time, any necessary and constructive information, advice, services and assistance (including, but not limited, the procurement of all consents, approvals, licenses, migrate documentation, no objection certificates, etc.) required for the business activities of our company;
(3) its best commercial efforts to liaise with the government of South Sudan and other appropriate authorities for the successful fulfillment of the infrastructure projects and such other activities as reasonably requested by us;
(4) assistance in the negotiation process at all stages included for final documentation and conclusion for the projects; and
(5) detailed communication to our company of the names of all third parties contacted on behalf of our company for the purpose of soliciting infrastructure construction projects in the Republic of South Sudan.
Through the efforts of our former field manager and vice president, Michael Tesfaye Wuhib, we have obtained local licenses and permits to be able to operate in the Republic of Ethiopia.
6
On November 8, 2013, we entered into a general lease agreement for an office for establishing a local presence and local operations in order to look at opportunities in Ethiopia. We pay 5,895 Birr (US$317.00) per month rent for this office. The initial lease is for a period of one year. As at November 30, 2013, half of the deposit was paid. The term of the lease expired in November 2014 and our company did not renew the lease.
At present, our company is entertaining opportunities in agriculture and the agro business segment in Ethiopia, whereby our company will look at exploring for potash which is used as a fundamental component for fertilizer. Along with potential exploration of potash our company will also look at the opportunity to build out infrastructure of roads and a small railway for transporting raw materials. In order to better understand the opportunity of potash, our company retained the local expertise of Geoscience Consultancy PLC of Ethiopia, who will better outline the feasibility of exploring for potash in this region. Other than Ethiopia, we will also be having discussions with individuals which we can hire as field managers in other regions to represent our company. We plan to provide additional details of the projects we are successfully awarded, taking into account the terms and conditions applicable to each contract. Since the date of this report we have not successfully been awarded any projects.
On November 25, 2013, we entered into a contracting agreement with Geoscience Consultancy PLC, pursuant to which Geoscience has prepared the exploration work program on potash which has been submitted to the Ethiopia Ministry of Mines and the environmental impact assessment work program and shall be responsible for all necessary permits, licenses and authorizations required from any authorities to perform their services. Under the terms of the agreement our company will pay 50% or 38,950 Birr (US$2,500) at the commencement of work and the remaining 50% upon the submission of the proposal to the Ministry of Mines. Our company continues to wait for approval and the granting of its claims from the Ministry of Mines.
Our president continues to evaluate opportunities that will increase shareholder value, this currently includes at looking at opportunities from India.
Our Current Business
Our company is an infrastructure company based in the eastern African markets of Uganda, South Sudan, and Kenya. We are now also pursuing opportunities in Ethiopia as well. Our company established operations in Nairobi, Kenya, where our head office is located, in April 2012. We plan to bid on infrastructure development projects such as building schools, hospitals, bridges, roads and social housing in those markets, among other major projects that will help revive these emerging markets. One of the most talked about aspects of the global financial crisis has been the resilience shown by emerging economies, especially markets in the Eastern African Region. These economies’ competence to considerably shield themselves from external influences has resulted from strong domestic markets respectively and solid performances by the infrastructure industry led by some of the established as well as rapidly emerging companies. Our company plans to avail itself of the opportunities for infrastructure development in these emerging markets.
Our company intends to be an efficient and well-funded infrastructure company focusing on the construction of roads, schools, hospitals and social housing. Other projects that our company intends to partake in include Internet wiring, infrastructure for mining operations, cellular phone tower construction and other civil engineering construction and renovation.
To date we have experienced limited operations in the start-up phase, we have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors, and relied upon the sale of our securities or advances to fund our operations. Our business in the eastern African nations of Uganda, South Sudan, Kenya, and Ethiopia, will be carried out through our wholly owned subsidiary, Acton Holdings Limited. We have not yet secured the rights to develop any infrastructure projects and there can be no assurance that we will be able to do so in the future.
7
Through the efforts of our former field manager and vice president, Michael Tesfaye Wuhib, we obtained local licenses and permits to be able to operate in the Republic of Ethiopia. In addition, we had contracted an office for establishing a local presence and local operations in order to look at opportunities in Ethiopia. This office lease in Ethiopia has now expired, we do not currently have an office space in Ethiopia at this time. At present, our company is entertaining opportunities in agriculture and the agro business segment in Ethiopia, whereby if our company is granted mining rights from the Ministry of Mines our company will look at exploring for potash which is used as a fundamental component for fertilizer. In order to better understand the opportunity of potash, our company has retained the local expertise of geoscientists who will better outline the feasibility of exploring for potash in this region. We continue to wait for the granting of mineral rights from the Ministry of Mines of Ethiopia. Once these mineral rights are granted we will re-establish our office lease. Other than Ethiopia, we will also be having discussions with individuals which we can hire as field managers in other regions to represent our company. We plan to provide additional details of the projects we are successfully awarded, taking into account the terms and conditions applicable to each contract.
Our company plans to ambitiously target the construction of major infrastructure developments in Eastern Africa. We plan to begin bidding on government contracts for the construction of road networks that connect metropolitan and urban areas throughout the three nations of Kenya, Uganda, and Ethiopia. Our plan within the next five years is to heavily link these three nations together, as well as connecting urban areas to less populated areas within these three nations. As further described below, there is an immediate need for infrastructure improvements in the four East African nations of Uganda, South Sudan, Ethiopia, and Kenya. Recent international aid and government spending in these countries is currently focused on infrastructure improvements. The governments of these three nations have all pledged to improve the region’s critical infrastructure, especially with regards to roads and transport logistics, in the coming years.
Equally important has been these nations’ governments roles in participating in and encouraging the development of world-class infrastructure in the country. It has lead from the front through various initiatives, refinements in processes and reforms in policies to attract infrastructure companies internationally. Some of these incentives and policies to attract infrastructure companies to build in certain areas are as follows:
- tax incentives to import goods and services into such countries on a tax-exempt basis;
- tax holidays on profits generated by infrastructure companies; and
- sovereign guarantees issued by such countries for up to 25% of the value of a given project in order to promote foreign investment.
Such incentives and policies are provided in order to facilitate the employment, training and advancement of citizens in these countries, as well as increasing living standards and socio-economic conditions.
It has come to the attention of government leaders that the status quo is unsustainable and that changes will be made with increased tax revenue that the Kenyan, Ugandan, Ethiopian, and South Sudanese governments have recently seen due to the region’s economic surge. Development of the region’s large highway corridors (such as the Northern Corridor) have been a step in the right direction, but further changes need to follow and are expected to be implemented in 2015.
The Northern Corridor has the port of Mombasa in Kenya serving as the lifeline for Uganda, Rwanda and Burundi; it ends in the city of Bujumbura. An additional $1.87 billion in financing is required to make it fully functional. The Central Corridor has the port of Dar es Salaam serving as a lifeline for imports, exports and trade for Rwanda, Burundi and the eastern part of the Democratic Republic of Congo. The Central Corridor currently needs an additional investment of $1.67 billion to revamp the infrastructure and make it fully functional.
Another major project is the proposed Lamu Corridor linking Kenya with South Sudan and Ethiopia. It is known as the Lamu Port-Southern Sudan-Ethiopia Transport Corridor. It seeks to provide South Sudan and Ethiopia with an access route to the Indian Ocean. This ambitious corridor will include a port as well as rail and road transportation hubs linking Lamu to the interior. In addition, a critical aspect of the Lamu Corridor is the proposed South Sudan-Lamu pipeline which is expected to provide an alternative crude oil transportation network.
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Currently, our focus is to secure contracts on infrastructure construction projects in the Republic of South Sudan. We will then contract other construction companies to fulfill the obligations of the infrastructure construction project contract (in building the respective infrastructure). We will use the following general procedure to bid on and complete any infrastructure construction project contracts:
(1) We will target certain ministries of government (such as a Ministry of Transportation) and identify their priority infrastructure projects that their government would like to implement (such as the construction of airports and river ports).
(2) Once a project is identified, the respective ministry will do their due diligence on our company and partners.
(3) If our company is successful in this due diligence phase, then we will enter into a memorandum of understanding with the ministry.
(4) We will then obtain a legal letter fromthe said ministry addressed to and informing their minister of finance that the ministry has recommended our involvement in the identified infrastructure project.
(5) Once approved by the Ministry of Finance, we will enter into a contract which will stipulate and breakdown of all costs, specifications, budgets and procedures in constructing the infrastructure project.
(6) Upon entering a contract, we will put the contract out for bidding but at this stage there is only one contractor which we are currently working with (i.e. China National Machinery Engineering Corporation) to obtain the most competitive bid we will seek out other companies as well. As result, our company will not be directly involved in constructing the infrastructure project, but will have a respected and experienced Chinese construction infrastructure firm in place to construct the infrastructure project.
Plan of Operation
We are beginning to commence full operations. We anticipate that we will meet our ongoing cash requirements through equity or debt financing. We estimate that our expenses over the next 12 months will be approximately $460,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.
Description | Estimated Completion Date | Estimated Expenses |
Legal and accounting fees | 12 months | 130,000 |
Purchase of Office Equipment and Set Up | 12 months | 25,000 |
Website Set Up and Marketing Materials | 12 months | 15,000 |
Management and operating costs | 12 months | 85,000 |
Salaries and consulting fees | 12 months | 75,000 |
Investor relations and capital raising | 12 months | 20,000 |
Fixed asset purchases | 12 months | 20,000 |
Sales and marketing operations | 12 months | 50,000 |
General and administrative expenses | 12 months | 40,000 |
Total | 460,000 |
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We decided to become a reporting company to be better equipped to raise capital by providing transparency to the public about our operations and development. We currently do not have any arrangements in place to complete any additional private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.
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If we are not able to raise the funds necessary to implement our business plan as anticipated, we will scale back our business development in line with available capital. Our main priority will be to retain our reporting status with the Securities and Exchange Commission which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on securing infrastructure projects, marketing and advertising our services, and paying consulting and management fees. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.
If we are able to raise the required funds to fully implement our business plan, we plan to implement the business actions in the order provided below. If we are not able to raise all required funds, we will prioritize our corporate activities as chronologically laid out below because the activities that need to be undertaken in our initial months of operations are prerequisites for our planned future operations. We anticipate that the implementation of our business will occur as follows:
December 2014 to June 2015
· Determine if our company wishes to continue to wait for Ethiopian Ministry of Mines to grant our company prospective potash claims;
· Seek another field manager to assist our president;
· Seek other infrastructure opportunities in Ethiopia;
· Seek out other agriculture and agro businesses;
· Design marketing materials;
· Market our services to our various government contacts;
· Hire personnel to market our services; and
· Complete certain asset purchases and set up inter-company satellite offices.
July 2015 to November 2015
· Review opportunities with the various governments;
· Establish additional local offices in the region;
· Establish a partnership or strategic relationship with another infrastructure development company; and
· Look at other markets for any opportunities.
Results of Operations
Results of Operations for the Three Month Period Ended November 30, 2014 and 2013.
The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the quarter ended November 30, 2014 which are included herein.
Our operating results for three month period ended November 30, 2014 and 2013 are summarized as follows:
Three | Three | ||||||
November 30, | November 30, | ||||||
2014 | 2013 | ||||||
General and administrative | $ | 17,770 | $ | 9,340 | |||
Interest expense | $ | 1,152 | $ | 60 | |||
Net Loss | $ | (18,922 | ) | $ | (9,400 | ) |
General and administrative expenses for the three month period ended November 30, 2014 were $17,770 compared with $9,340 for the three month period ended November 30, 2013. The increase of $8,430 in general and administrative expenses resulted primarily from an increase in expenses in our operations in Ethiopia. Our net loss for the three month period ended November 30, 2014 was $18,922.
Liquidity and Capital Resources
Working Capital
At | At | ||||||
November 30, | August 31, | ||||||
2014 | 2014 | ||||||
Current Assets | $ | 822 | $ | 8,659 | |||
Current Liabilities | $ | 79,927 | $ | 68,842 | |||
Working Capital | $ | (79,105 | ) | $ | (60,183 | ) |
Cash Flows
Three | Three | ||||||
November 30, | November 30, | ||||||
2014 | 2013 | ||||||
Net Cash Used In Operating Activities | $ | (7,837 | ) | $ | Nil | ||
Net Cash (Used In)Provided by Investing Activities | $ | Nil |
|
| $ | Nil |
|
Net Cash (Used In)Provided by Financing Activities | $ | Nil | $ | Nil | |||
Increase (Decrease) in Cash | $ | (7,837 | ) | $ | Nil |
As of November 30, 2014 we had total assets of $822, allof which was cash, and total liabilities of $79,927. We anticipate that we will incur additional losses for the foreseeable future as we establish our business, acquire machinery, equipment and supplies, and hire employees to commence our operations and market our services in the infrastructure project industry in the eastern African marketsof Uganda, South Sudan and Kenya. Our ability to generate any revenues over the next 12 months is uncertain.
For the three months ended November 30, 2014 we used $7,837 in operating activities We did not engage in any financing or investing activities over the period.
For the next 12 months beginning December 1, 2014 we intend to:
· continue to establish our operations;
· we will begin looking at opportunities in the country of Ethiopia;
· seek out and evaluate potential infrastructure development projects of interest to our management team in the Eastern Africa nations of South Sudan, Uganda, Ethiopia and Kenya;
· retain employees when and as needed to support our operations; and
· acquire machinery, equipment, materials and supplies if and when we begin work on an infrastructure project.
Our general and administrative expenses for the year will consist primarily of transfer agent fees, investor relations expenses and general office expenses. Professional fees are related to our regulatory filings throughout the year and consist of fees for legal and accounting services.
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Based on our planned expenditures, we will require additional funds of approximately $460,000 to proceed with our business plan over the next 12 months. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.
Future Financings
We have not generated any revenues, have achieved losses since our inception, and currently rely upon the sale of our securities, or potentially debt financing in the future if available, to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations. Our financial statements for the year ended August 31, 2014 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
We will require approximately $460,000 over the next 12 months in order to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise the balance of our cash requirements for the next 12 months from private placements, advances from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans and other forms of debt financing. At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.
If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations, including our accounting and legal fees, so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital may not be sufficient to enable us to establish our operations over the next 12 months, even if we do decide to scale back our operations.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Going Concern
The independent auditors' report accompanying our August 31, 2014 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations is based upon the accompanying consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States Dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
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Basis of Presentation
The consolidated financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. Our company’s fiscal year end is August 31.
Principles of Consolidation
The consolidated financial statements include the accounts of Axiom Corp. and its 100% owned subsidiary, Acton Holdings Limited, a company incorporated in Kenya. All significant intercompany balances and transactions have been eliminated upon consolidation.
Interim Financial Statements
The accompanying unaudited interim financial statements of our 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 our company's August 31, 2014 report filed with the Securities and Exchange Commission on Form 10-K. 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 periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end August 31, 2014, have been omitted.
Use of Estimates
The preparation of consolidated financial statements in conformity with United States 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 of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
Our company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Financial Instruments
Our company’s financial instruments consist principally of cash, accounts payable, related party payables and loan payable. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
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Earnings (Loss) Per Share
Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At November 30, 2014 and 2013, our company had no potentially dilutive securities outstanding.
Foreign Currency Translation
Our company’s planned operations will be in the eastern African markets of Uganda, South Sudan, Kenya and Ethiopia which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to our company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, our company does not use derivative instruments to reduce its exposure to foreign currency risk. Our company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.
Income Taxes
Our company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Recent Accounting Pronouncements
Our company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a "smaller reporting company", we are not required to provide the information required by this Item.
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Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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.
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Item 6. Exhibits
Exhibit Number | Description |
(3) | (i) Articles of Incorporation; and (ii) Bylaws |
3.1 | Articles of Incorporation of Axiom Corp. (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on January 17, 2013) |
3.2 | Bylaws of Axiom Corp. (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form S-1 filed on January 17, 2013) |
(4) | Instruments Defining the Rights of Security Holders, Including Indentures |
4.1 | Instrument Defining the Right of Holders of Axiom Corp. – Form of Share Certificate (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form S-1 filed on January 17, 2013) |
(10) | Material Contracts |
10.1 | Form of Share Subscription Agreement between our company and Kranti Kumar Kotni (incorporated by reference to our Registration Statement on Form S-1 filed on January 17, 2013) |
10.2 | Agency Agreement dated February 1, 2013 between our company and Century Pillar Limited (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 28, 2013) |
10.3 | General Lease Agreement dated November 8, 2013 between our company, Dashen Building Hawassa and Michael Tasfaye Wuhib (incorporated by reference to our Quarterly Report on Form 10-Q filed on January 21, 2014) |
10.4 | Contract Agreement dated November 25, 2013 between our company and Geoscience Consultancy PLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on January 21, 2014) |
(21) | Subsidiaries of the Registrant |
21.1 | Acton Holdings Limited, a Kenya company, wholly owned. |
(31) | 302 Certification |
31.1* | Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
(32) | 302 Certification |
32.1* | Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
(101)** | Interactive Data File |
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. |
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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.
| AXIOM CORP. |
| (Registrant) |
Date: January 20, 2015 | /s/Kranti Kumar Kotni |
| Kranti Kumar Kotni |
| President, Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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