FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September 30, 2011  OR  oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ________ to ________  Commission file number 000-54296  Axim International, Inc. (Exact name of registrant as specified in its charter)  Nevada

   

   27-4092986(State or other jurisdiction of incorporation or organization)

   

   (I.R.S. Employer Identification Number)
  c/o Agency Services of Nevada, 245 East Liberty Street, #200, Reno, NV 89501 (Address of principal executive offices)  (888) 597-8899 (Registrant’s telephone number, including area code)  No change (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. YesxNoo.  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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). YesxNoo  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “ large accelerated filer,” “accelerated filer” and “smaller reporting company”  in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated fileroAccelerated filero Non-accelerated fileroSmaller reporting companyx. (Do not check if a smaller reporting company)    1


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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YesxNoo.  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YesoNoo.  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: 33,000,000 shares of common stock, par value $.0001 per share, outstanding as of November 15, 2011.     2


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AXIM INTERNATIONAL, INC.  - INDEX -  PART I – FINANCIAL INFORMATION:

   PageItem 1.

   Financial Statements:Balance Sheets as of September 30, 2011(unaudited) and December 31, 2010 (audited)

   5Statements of Operations (Unaudited) for the Three and Nine Month Periods Ended September 30, 2011

   6Statements of Cash Flows (Unaudited) for the Nine Month Periods Ended September 30, 2011

   7Notes to Financial Statements (Unaudited)

   8Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations

   10Item 3.

   Quantitative and Qualitative Disclosures About Market Risk

   12Item 4.

   Controls and Procedures

   12PART II – OTHER INFORMATION:Item 1.

   Legal Proceedings

   13Item 1A.

   Risk Factors

   13Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds

   13Item 3.

   Defaults Upon Senior Securities

   13Item 4.

   Removed and Reserved

   13Item 5.

   Other Information

   13Item 6.

   Exhibits

   14Signatures

   15    3


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PART I – FINANCIAL INFORMATION    AXIM INTERNATIONAL, INC.   FINANCIAL STATEMENTS  SEPTEMBER 30, 2011     4


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AXIM INTERNATIONAL, INC. BALANCE SHEETS  September 30, 2011 (Unaudited)

   December 31, 2010 (Audited)ASSETSCURRENT ASSETSCash

   $           13,088

   $                    -Total current assets

   13,088

   -TOTAL ASSETS

   13,088

   -**LIABILITIES AND STOCKHOLDER'S EQUITY**CURRENT LIABILITIESAccounts payable and accrued expenses

   4,000

   -Due to stockholder

   100

   -Total current liabilities

   4,100

   -STOCKHOLDER'S EQUITYPreferred stock, $0.0001 par value, 5,000,000 shares authorized; 1,000,000

   issued and outstanding

   100

   100Common stock, $0.0001 par value, 195,000,000 shares authorized;  33,000,000

   and 20,000,000, respectively, issued and outstanding

   3,300

   2,000Capital in excess of par value

   11,700Deficit accumulated

   (6,112)

   (2,100)Total stockholder's equity

   8,988

   -TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

   $            13,088

   $                    -  The accompanying notes are an integral part of these financial statements.  -F1-   5


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AXIM INTERNATIONAL, INC. STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2011 (Unaudited)  Three Months Ended September 30, 2011

   Nine Months Ended September 30, 2011Revenues

   $                    -

   $                   -General and administrative expenses:Professional fees

   4,000

   4,000Other

   12

   12Net loss

   (4,012)

   (4,012)Loss per common share – basic and diluted

   $                    -

   $                   -Weighted average number of common shares outstanding

   20,141,304

   20,047,619   Comparative statements are not included as the Company was incorporated November 19, 2010.  The accompanying notes are an integral part of these financial statements.  -F2-   6


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AXIM INTERNATIONAL, INC. STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 (Unaudited)  CASH FLOWS FROM OPERATING ACTIVITIESNet loss

   $             (4,012)Adjustments to reconcile net loss to net cash consumed byoperating activities:Increase in accounts payable and accrued expenses

   4,000Net cash consumed by operating activities

   (12)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from the issuance of common stock

   13,000Advance from stockholder

   100Net cash provided by financing activities

   13,100Net increase in cash

   13,088Cash, at beginning of period

   -Cash, at end of period

   $             13,088    Comparative statements are not included as the Company was incorporated November 19, 2010.  The accompanying notes are an integral part of these financial statements.  -F3-    7


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AXIM INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2011 (unaudited)   NOTE 1:  BASIS OF PRESENTATION:  The unaudited interim financial statements of  Axim International, Inc. as of September 30, 2011, and for  the three and nine month periods ended  September 30, 2011, have been prepared in accordance with United States generally accepted accounting principles.  In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of such periods. The results of operations of the nine month period ended September 30, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011  Certain information and disclosures normally included in the notes to financial statements have been condensed or abbreviated as permitted by the rules and regulations of the SEC, although the Company believes the disclosure is adequate to make the information not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial information of the period from November 18, 2010 (date of inception) to December 31, 2010   NOTE 2:  COMMON  STOCK  Effective September 30, 2011, the Company issued 13,000,000 shares of Common Stock to 19 shareholders at $0.001 per share.  The Company received a total of $ 13,000 in proceeds. Each of the 19 shareholders holds less than 5% of the outstanding shares. NOTE 3:  RELATED PARTY TRANSACTIONS  During the nine month period ended September 30, 2011, the Company President advanced $ 100 to fund working capital needs. That advance bears interest at 6% per annum and is due on demand.  NOTE 4.    GOING CONCERN  The Company’s financial statements have been presented assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company has little working capital, has an accumulated deficit of $ 6,112, and presently does not have the resources to accomplish its objectives during the next twelve months. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s plans, the realization of which cannot be assured, to overcome these difficulties include but are not limited to efforts to seek a merger partner.  -F4-   8


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AXIM INTERNATIONAL, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2011 (unaudited)  NOTE 5.  SUBSEQUENT EVENT  The Company has engaged the services of a consulting firm to provide office space, clerical and other support services such as filing periodic reports.  The Company and the consulting firm have agreed to a fee of $3,800 per month commencing November 1, 2011.  Effective October 3, 2011, the Company entered into a Licensing Agreement with Omega Research Corporation (“Omega”) for exclusive licensing rights for technology relating to the processing of organic waste to marketable by-products via the Advanced Pyrolysis System 200 (“APS200”). The Company will have exclusive rights to sub-license, establish joint ventures to commercialize, use and process organic waste, and sell related by-products in the territory of Jamaica, WI.   The Company acquired the licensing rights for $ 50,000 payable on or before October 31, 2011.  A total of $ 50,000 was advanced by a shareholder and the license fee was paid.  Effective October 28, 2011, the Company entered into a joint venture agreement with Alpha International Marketing Corp (“Alpha”) to establish the APS200 system in Jamaica for converting used tires to biochar and fuel oil.  Alpha, as a sub licensee will be subject to a sub-license fee of $ 70,000 payable in monthly instalments of $ 5,000 per month commencing November 1, 2011 ending, January 1, 2013.  As per the Agreement with Omega, 5% of the sub license fee is payable to Omega on a quarterly basis.  As additional consideration, the joint venture will remit a 5% royalty fee on all gross sales generated, of which 3% will be remitted to Omega and 2% retained.  9


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Item 2.  Management’s Discussion and Analysis of
Financial Condition and Results of Operations.  Forward Looking Statement Notice  Certain statements made in this Quarterly Report
on Form 10-Q are “forward-looking statements” (within the meaning of the
Private Securities Litigation Reform Act of 1995) regarding the plans and objectives
of management for future operations. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual results,
performance or achievements of Axim International, Inc. (“we”, “us”, “our” or
the “Company”) to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market conditions
and future business decisions, all of which are difficult or impossible to
predict accurately and many of which are beyond the control of the Company.
Although the Company believes its assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance the forward-looking statements included in
this Quarterly Report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will
be achieved.  Description of Business  We were incorporated in the State of Nevada on November
19, 2010 (Inception) and maintain our principal executive office at c/o Agency
Services of Nevada, 245 East Liberty Street, Suite 200, Reno, NV, 89501.  Since
inception, we have been engaged in organizational efforts and obtaining initial
financing. We were formed as a vehicle to pursue a business combination through
the acquisition of, or merger with, an operating business. We filed a
registration statement on Form 10 with the U.S. Securities and Exchange
Commission (the “SEC”) on May 6, 2011, and since its effectiveness, we have
focused our efforts to identify a possible business combination.  Effective October 3, 2011, we entered into a
Licensing Agreement with Omega Research Corporation (“Omega”) for exclusive
licensing rights for technology relating to the processing of organic waste to
marketable by-products via the Advanced Pyrolysis System 200 (“APS200”). We will
have exclusive rights to sub-license, establish joint ventures to
commercialize, use and process organic waste, and sell related by-products in the
territory of Jamaica, WI.   We acquired the licensing rights for $ 50,000
payable on or before October 31, 2011.  A total of $ 50,000 was advanced by a
shareholder and the license fee was paid.  Effective October 28, 2011, we entered into a
joint venture agreement with Alpha International Marketing Corp (“Alpha”) to
establish the APS200 system in Jamaica for converting used tires to biochar and
fuel oil.  Alpha, as a sub licensee will be subject to a sub-license fee of $
70,000 payable in monthly instalments of $ 5,000 per month commencing November
1, 2011 ending, January 1, 2013.  As per the Agreement with Omega, 5% of the
sub license fee is payable to Omega on a quarterly basis.  As additional
consideration, the joint venture will remit a 5% royalty fee on all gross sales
generated, of which 3% will be remitted to Omega and 2% retained.   Alpha is to
raise $ 250,000, half of the purchase price of the APS200 system and we are to
raise the remaining balance.  Alpha is to raise such funds by June 30, 2013. 
We are subject to raising the additional $ 250,000 by June 30, 2013.  In the
event that we do not raise such funding by September 30, 2013, our agreement
with Alpha is deemed terminated and we are liable to repay the sum of all
monthly license fees paid.   The repayment must be made within a 12 month
period.  In the event that Alpha does not raise such funding, the monthly sub
license fee will be retained by us.  During the next twelve months we anticipate incurring
costs related to:  (i)         filing
Exchange Act reports, and (ii)        contractual
obligations to various consultants    10


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We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, we have $13,088 in cash. There are no assurances that we will be able to secure any additional funding as needed.  Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  Management’s plan includes obtaining additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.  We are in our early stages of development and growth, without established records of sales or earnings. We will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.   Liquidity and Capital Resources  As of September 30, 2011, we had assets equal to $ 13,088, comprised exclusively of cash.   Our current liabilities as of September 30, 2011 totalled $4,100, comprised of accounts payable and a loan from a shareholder.  Our cash requirements for the next twelve months are $ 65,000.  Contractual obligations – consulting fees

   $           36,000Other consulting fees

   12,000Audit and accounting

   10,000Miscellaneous

   7,000Total

   $          65,000  Contractual obligations consist of our contract with Browngate Corporate Services Inc. (“Browngate”) whereas Browngate will provide consulting services relating to accounting and corporate governance.  Browngate will also provide office space and telephone and fax rental and also administrative support.  The term of the agreement is effective November 1, 2011 for a 12 month period.  The agreement can be cancelled with 30 days written notice.  The monthly fee for such services is $ 3,000.  We intend on engaging the services of an engineer to assist with the maintenance and enhancement of the APS200 system.  We have entered into various discussions with engineers however as of to date, no agreement has materialized.  We estimate that our audit and accounting costs to be $ 10,000 however this amount may vary.  The cash balance consists primarily of proceeds received from the issuance of 13,000,000 shares of Common Stock to 19 shareholders at $ 0.001 per share.  We can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.  We expect to obtain financing through shareholder loans and private placements.   Shareholder loans will be without stated terms of repayment or interest.  We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholders loans may be granted from time to time as required to meet current working capital needs.  We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.   11


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We have only nominal
assets and have generated no revenues since inception. We are dependent upon
certain related parties to provide continued funding and capital resources. If
continued funding and capital resources are unavailable at reasonable terms, we
may not be able to implement its plan of operations.  Sources of Capital:  We expect to sustain our working capital needs
with the monthly license fee of $ 5,000 as per our agreement with Alpha and
also through shareholder loans and private placements.   Shareholder loans will
be without stated terms of repayment or interest.  We will not consider taking
on any long-term or short-term debt from financial institutions in the
immediate future. Shareholders loans may be granted from time to time as
required to meet current working capital needs.  We have no formal agreement
that ensures that we will receive such loans. We may exhaust this source of
funding at any time.  Financing from Alpha will commence November 1, 2011 until
January 1, 2013.  There can be no assurance that such fees will be paid on a
timely basis.  On October 27, 2011, we obtained a shareholder
loan in the amount of $ 50,000 to fund the purchase of exclusive licensing
rights of the APS200 system in Jamaica. This loan is without interest or stated
terms of repayment.  Results of Operations  No revenue has been generated from November 19,
2010 (Inception), through September 30, 2011.  For the nine month period ended September 30,
2011, we had a net loss of $4,012, comprised primarily  of audit and other
professional service fees incurred in relation to the preparation and filing of
our periodic reports.  For the period from November 19, 2010 (Inception)
to September 30, 2011, we had a net loss of $6,112, comprised exclusively of
legal, accounting, audit and other professional service fees incurred in
relation to the formation of our company, and the filing of our Registration
Statement on Form 10.   Off-Balance Sheet Arrangements  We do not have any 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 is material to investors.  Contractual Obligations  As a “smaller reporting company” as defined by
Item 10 of Regulation S-K, the Company is not required to provide this
information.  Item 3.  Quantitative and Qualitative Disclosures
About Market Risk.  As a “smaller reporting company” as defined by
Item 10 of Regulation S-K, the Company is not required to provide information
required by this Item.  Item 4.  Controls and Procedures.  Evaluation of 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 pursuant to the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules, regulations
and related forms, and that such information is accumulated and communicated to
our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.   12


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As of September 30,
2011, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.  Changes in Internal Controls  There have been no changes in our internal
controls over financial reporting during the quarter ended September 30, 2011
that have materially affected or are reasonably likely to materially affect our
internal controls.   PART II — OTHER INFORMATION  Item
1.  Legal Proceedings.  There are presently no material pending legal proceedings
to which the Company, any executive officer, any owner of record or
beneficially of more than five percent of any class of voting securities is a
party or as to which any of its property is subject, and no such proceedings
are known to the Company to be threatened or contemplated against it.  Item
1A.  Risk Factors.  As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this Item.  Item
2.  Unregistered Sales of Equity Securities and Use of Proceeds.  Effective
September 30, 2011, we issued 13,000,000 shares of Common Stock to 19
shareholders at $0.001 per share.  We received a total of $ 13,000 in
proceeds. Each of the 19 shareholders holds less than 5% of the outstanding
shares.  Item
3.  Defaults Upon Senior Securities.  None.  Item
4.  Removed and Reserved.   Item
5.  Other Information.  None.   13


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Item 6.  Exhibits.  (a)  Exhibits required by Item 601 of
Regulation S-K.  Exhibit No.
 Description
  *3.1
 Certificate
  of Incorporation, as filed with the Nevada Secretary of State on November 19,
  2010.
  *3.2
 By-laws.
  31.1
 Certification
  of the Company’s Principal Executive Officer pursuant to Section 302 of the
  Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report
  on Form 10-Q for the quarter ended September 30, 2011.
  32.2
 Certification
  of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  *
 Filed
  as an exhibit to the Company's Registration Statement on Form 10, as filed
  with the SEC on May 6, 2011, and incorporated herein by this reference.
    14


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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.  AXIM INTERNATIONAL, INC.Dated: November 15, 2011

   By:

   /s/ Rosemary SamuelsRosemary SamuelsPresident and Director

   Principal Executive Officer

   Principal Financial Officer    15


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