UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


(Mark One)

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2015


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: 000-53974


PMX COMMUNITIES, INC.

(Exact name of Registrant as specified in its charter)


Nevada

 

80-0433114

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


2700 North Military Trail #103

 

 

Boca Raton, FL 33431

 

(561) 210-5349

(Address of Principal Executive Offices)

 

(Company's telephone number)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.0001 par value


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ]  No  [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes [ ]  No [X]


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 [ ]



1




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   

Yes [X]  No [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting registrant.

(Check one):


Large accelerated filer [ ]

 

Accelerated filer                     [ ]

Non-accelerated filer   [ ]

 

Smaller reporting company   [x]


Indicate by check mark whether the registrant is a shell registrant (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]  No [X]


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter. The market value of the registrant’s voting $.0001 par value common stock held by non-affiliates of the registrant was approximately $487,651.


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.   The number of shares outstanding of the registrant’s only class of common stock, as of April 19, 2016 was 97,115,124 shares of its $0.0001 par value common stock.



DOCUMENTS INCORPORATED BY REFERENCE


  None.




2



PMX Communities, Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2015

Table of Contents

 

 

Page

PART I

 

 

Item 1.  Business

 

5

Item 1A.  Risk Factors

 

6

Item 2.  Properties

 

7

Item 3.  Legal Proceedings

 

7

Item 4.  Mine Safety Disclosures

 

7

 

 

 

PART II

 

 

Item 5.  Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

8

Item 6.  Selected Financial Data

 

9

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

10

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

 

13

Item 8.  Financial Statements and Supplementary Data

 

14

Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

 

27

Item 9A.  Controls and Procedures

 

27

Item 9B.  Other Information

 

29

 

 

 

PART III

 

 

Item 10.  Directors, Executive Officers and Corporate Governance

 

30

Item 11.  Executive Compensation

 

32

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

32

Item 13.  Certain Relationships and Related Transactions, and Director Independence

 

33

Item 14.  Principal Accountant Fees and Services

 

33

 

 

 

PART IV

 

 

Item 15.  Exhibits, Financial Statement Schedules

 

35

Signatures

 

37




3




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION


Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.  These factors include, but are not limited to, our ability to implement our business plan and generate revenues, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors.  Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.





4



PART I


Item 1: Business


General

The Company was organized under the laws of the State of Nevada on December 29, 2004 under the name Merge II, Inc. The Company's year end is December 31.


On February 10, 2009, by unanimous written consent, the board of directors authorized an amendment to its certificate of incorporation to change the name of the corporation to PMX Communities, Inc. and increased the authorized common shares from 25,000,000 to 100,000,000. The amendment was filed on June 30, 2009.


On September 28, 2010, the Company formed PMX Gold, LLC, a Florida limited liability company as a wholly owned subsidiary of the Company to assist with evaluating and pursuing opportunities within the gold mining and retail gold sales industries.


On September 28, 2011, the Company formed PMX Gold Bullion Sales, Inc., a Florida limited liability company as a wholly owned subsidiary of the Company to manage and operate the manufacturing, supply and commercial distribution of proprietary fine gold products via its gold dispensing terminals.


On October 1, 2014, by unanimous written consent, the board of directors authorized an amendment to its certificate of incorporation to increase the authorized common shares from 100,000,000 to 500,000,000, as well as to authorize 10,000,000 preferred shares with a par value of $0.0001. The amendment was filed on December 11, 2014.


Operations

The Company has developed its PMX Gold Bullion Dispensing Terminal prototype called the MGIV and deployed the first prototype in Boca Raton, Florida, U.S.A. The terminal is an unmanned dispenser, which allows for gold dispensing and deposit and account management functions. The terminal also incorporated conventional ATM and touch-screen technology. After a successful 6 months test, the MGIV was removed in July 2013 from the first location.

 

The Company has been assigned the ownership rights to two U.S. Provisional Patent Applications and a final International Patent Application Number PCT/US2012/020486 (“Unattended Precious Metal Distribution System, Methods and Apparatus”), and has filed next stage patent applications for its proprietary precious metals machine, in Australia, South Africa and the United States of America.

 



5



Our business operations are currently focused in three areas. The first original focus was the consumer demand for essentially one commodity gold through a dispensing terminal. Specifically, we were addressing the markets of physical gold ownership by retail investors, as well as developing and offering an ancillary set of financial services that would complement the purchase and sale of gold and other precious metals by retail investors. Any decrease in demand for gold or gold investments could still materially adversely affect our revenues in this area and profitability and general business prospects.


Presently, we are developing a second revenue stream.  Our online PMX Goldstore, which sells 24k bullion gold bars and coins, launched in August 2015.  We are planning on initiating a third business operation which will involve the sales of our dispensing terminals globally through direct sales and distributor channels.


In the first quarter of 2015 we widened our terminal product line to develop new machines on the platform of the original MGIV gold terminal. PMX started due diligence in states that have passed legislation to permit businesses in medical marijuana and recreational marijuana dispensaries. The research was conducted to accumulate information to decide whether the terminal would be an efficient machine to place in dispensaries.  The Company concluded that the ability to enter this new marketplace could potentially be a new revenue producing opportunity.  The Company continues working with consultants and lawyers in these states to develop a compliant terminal to quickly deploy to dispensaries. The commercialization of any industry has barriers to entry that change quickly and PMX is hopeful that the terminal will meet them. There are risks that the Company must consider but since the terminal is built on the same platform as the MGIV gold terminal, PMX feels the costs to develop this terminal are minimal.  In the second quarter of 2015 we continued our business strategy from the first quarter in hopes of building a strong revenue platform from our terminal’s placements in the near future.  In the third quarter of 2015 we continued to develop our relationships both globally with our gold terminals and domestically with our gold and other product line machines.  The Company continues to explore new and innovative platforms to hopefully develop multiple revenue streams for our dispensing terminals. The fourth quarter of 2015 was quiet and we continue as a management team to outsource diverse avenues to grow the company and seek new investors.  


Employees

We employ part-time employees on an as needed basis.  We also have various consultants, lawyers and others that work for us on different aspects of our operations.  As operations increase and revenues allow, we will have to employ an additional undetermined number of employees, consultants and contracted professionals to assist with the development of the Company’s business plan.


Item 1A.  Risk Factors


Not applicable to a smaller reporting company.




6



Item 2. Properties


On March 1, 2015, we entered into a lease for property located at 4181 NW 1 st Ave, Boca Raton, FL 33429.  The deposit amount was $1,325.  The property consists of 1,100 square feet, and rent is $15,000 per annum for a period of one year, plus sales tax.  This lease was ended in November, 2015.


The Company signed a lease agreement with Reflections of Boca, LLC on February 22, 2012 for a period of three years for a total cost of at a cost of $67,431.84. The office space is located at 2200 NW Corporate Boulevard, Suite 220, Boca Raton, FL


The Company is currently using space at 2700 North Military Train #103, Boca Raton, FL 33431, which has been provided by a shareholder free of charge.


Item 3. Legal Proceedings


On June 19, 2015, the Company received a civil court summons regarding an unpaid note payable with a principal sum of $125,000.  On February 26, 2016, a final judgment for $105,756 due to the note holder was recorded in Broward County, Florida.


Item 4. Mine Safety Disclosures


Not applicable



7



PART II


Item 5. Market For Company’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities  


    Item 5(a)


a)  Market Information.  The Company began trading publicly on the OTCQB on December 15, 2010 under the symbol "PMXO.OB".


The following table sets forth the range of high and low bid quotations for our common stock.  The quotations represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.



2015

 

High

 

Low

January 1, 2015 - March 31, 2015

 

$0.01

 

$0.00

April 1, 2015 - June 30, 2015

 

$0.01

 

$0.00

July 1, 2015 - September 30, 2015

 

$0.01

 

$0.00

October 1, 2015 - December 31, 2015

 

$0.01

 

$0.00

 

 

 

 

 

2014

 

 

 

 

January 1, 2014 - March 31, 2014

 

$0.08

 

$0.01

April 1, 2014 - June 30, 2014

 

$0.05

 

$0.01

July 1, 2014 - September 30, 2014

 

$0.02

 

$0.00

October 1, 2014 - December 31, 2014

 

$0.01

 

$0.00


b)  Holders.  At April 14, 2016, there were approximately 74 shareholders of the Company.


c)  Dividends.  Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors.  No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.


d)  Securities authorized for issuance under equity compensation plans.  


On August 29, 2011, the Company approved the 2011 Stock Awards Plan that authorizes the issuance of 6,000,000 common shares.  This plan was amended on November 7, 2013 to increase the amount authorized for issuance under the plan to 10,000,000 common shares.  The 2011 Stock Awards Plan Awards may be granted only to persons who, at the time of grant, are employees, consultants, members of the board or persons affiliated with the Company or any of its affiliates.  An award may be granted on more than one



8



occasion to the same person, and, subject to the limitations set forth in the Plan, such award may include an incentive stock option or a nonqualified stock option, a stock appreciation right, a restricted stock award, a phantom stock award or any combination thereof.   To date, 9,500,000 common shares have been issued under the Plan.


The Plan shall remain in effect until all awards granted under the Plan have been satisfied or expired.


e)  Performance graph.  Not applicable.


f)  Sale of unregistered securities.  


On January 18, 2014, the Company issued 2,000,000 shares of stock to its CEO, Lindsey Perry in exchange for services.


On March 6, 2014 the Company issued 2,500,000 shares of stock to one consultant under its Stock Awards Amended Plan and charged $75,000 to operations for the period ended September 30, 2014.


On April 21, 2014 the Company issued an aggregate of 750,000 shares of stock to 3 separate consultants.  The aggregate fair market value of $18,675 was charged to operations for the period ended September 30, 2014.


On April 17, 2015, the Company issued 4,000,000 shares of stock to a company for services.  These shares were valued at fair market value, which on the date of issuance was $16,000 and expensed as consulting expense.


All of the above securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933 to sophisticated investors.


Not applicable


    Item 5(b)  Use of Proceeds.  Not applicable.


    Item 5(c)  Purchases of Equity Securities by the issuer and affiliated purchasers.  


During 2015 and 2014 we repurchased no shares of our common stock.


Item 6.  Selected Financial Data.


Not applicable to smaller reporting companies.




9



Item 7.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.


Trends and Uncertainties


The registrant has developed its PMX Gold Bullion Dispensing Terminal prototype called the MGIV and deployed the first prototype in Boca Raton, Florida, U.S.A. The terminal is an unmanned dispenser, which allows for gold dispensing and deposit and account management functions. The terminal also incorporated conventional ATM and touch-screen technology. After a successful 6 months test, the MGIV was removed in July 2013 from the first location.

 

The registrant has been assigned the ownership rights to two U.S. Provisional Patent Applications and a final International Patent Application Number PCT/US2012/020486 (“Unattended Precious Metal Distribution System, Methods and Apparatus”), and has filed next stage patent applications for its proprietary precious metals machine, in Australia, South Africa and the United States of America.

 

Our business operations are currently focused in three areas. The first original focus was the consumer demand for essentially one commodity gold through a dispensing terminal. Specifically, we were addressing the markets of physical gold ownership by retail investors, as well as developing and offering an ancillary set of financial services that would complement the purchase and sale of gold and other precious metals by retail investors. Any decrease in demand for gold or gold investments could still materially adversely affect our revenues in this area and profitability and general business prospects.


Presently, we are developing a second revenue stream.  Our online PMX Goldstore, which sells 24k bullion gold bars and coins, launched in August 2015.  We are planning on initiating a third business operation which will involve the sales of our dispensing terminals globally through direct sales and distributor channels.


In the first quarter of 2015 we widened our terminal product line to develop new machines on the platform of the original MGIV gold terminal. PMX started due diligence in states that have passed legislation to permit businesses in medical marijuana and recreational marijuana dispensaries. The research was conducted to accumulate information to decide whether the terminal would be an efficient machine to place in dispensaries.  The Company concluded that the ability to enter this new marketplace could potentially be a new revenue producing opportunity.  The registrant continues working with consultants and lawyers in these states to develop a compliant terminal to quickly deploy to dispensaries. The commercialization of any industry has barriers to entry that change quickly and PMX is hopeful that the terminal will meet them. There are risks that the Company must consider but since the terminal is built on the same platform as the MGIV gold terminal, PMX feels the costs to develop this terminal are minimal.  In



10



the second quarter of 2015 we continued our business strategy from the first quarter in hopes of building a strong revenue platform from our terminal’s placements in the near future.  In the third quarter of 2015 we continued to develop our relationships both globally with our gold terminals and domestically with our gold and other product line machines.  The Company continues to explore new and innovative platforms to hopefully develop multiple revenue streams for our dispensing terminals.  The fourth quarter of 2015 was quiet and we continue as a management team to outsource diverse avenues to grow the company and seek new investors.  


Results of Operations for the twelve months ended December 31, 2015 and 2014


For the year ended December 31, 2015, we did not record any revenues.  We incurred depreciation costs of $33,408 and selling, general and administrative expenses of $86,175.  We incurred interest expenses of $25,307 and interest expenses for related party loans of $9,810.  As a result, we had a net loss of $119,205 for the year ended December 31, 2015.


Comparatively, for the year ended December 31, 2014, we recorded net sales of $6,234.  Our cost of sales was $10,521, resulting in a gross loss of $4,287.  We incurred depreciation expenses of $31,737 and selling, general and administrative expenses of $264,355.  We paid interest expenses of $14,750 and interest expenses for related party loans of $18,964.  As a result, we had a net loss of $334,093 for the year ended December 31, 2014.


The $6,234 decrease in net sales for the year ended December 31, 2015 compared to the year ended December 31, 2014 is due to decreased operations as we work to shift our business focus from gold vending machines to exploring new markets for our vending machines.  We had a decrease in selling, general and administrative expenses of $178,180 for the year ended December 31, 2015 as a result of those decreased operations.  Due to the reduction of our selling, general and administrative expenses, we had a decrease in our net loss of $214,888 for the year ended December 31, 2015.


Liquidity and Capital Resources


For the year ended December 31, 2015, we had net loss of $119,205.  We recorded an adjustment due to the gain on forgiveness of accounts payable of $35,495, due to depreciation of $33,408, and due to the issuance of common stock for services of $16,000.  We had an increase of $4,500 due to a security deposit, an increase of $1,804 due to accounts payable, and an increase of $41,773 due to accrued interest.  As a result, we had net cash used in operating activities of $57,215 for the year ended December 31, 2015.


For the year ended December 31, 2014, we recorded a net loss of $334,093.  We recorded an adjustment due to depreciation of $31,737 and due to the issuance of common stock for services of $138,675.  We had an increase of $25,010 due to inventory, an increase of



11



$1,000 due to prepaid expenses and other current assets, and an increase of $938 due to security deposits.  We had an increase of $10,775 due to accounts payable, an increase of $33,755 due to accrued interest, and a decrease of $10,612 due to accrued expenses.  As a result, we had net cash used in operating activities of $102,815 for the year ended December 31, 2014.


For the years ended December 31, 2015 and 2014, we did not pursue any investing activities.


For the year ended December 31, 2015, we received $57,202 as proceeds from related party notes payable, resulting in net cash provided by financing activities of $57,202 for the period.


For the year ended December 31, 2014, we received $99,872 as proceeds from related party notes payable, resulting in net cash provided by financing activities of $99,872 for the period.


Our internal and external sources of liquidity have included proceeds raised from subscription agreements and private placements and advances from related parties.  We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity.  We are attempting to increase the sales to raise much needed cash for the fulfillment of the Company’s business plan. It is our intent to secure a market share in the retail gold and related financial services market which we feel will require additional capital over the long term to undertake sales and marketing initiatives, further our research and development, and to manage timing differences in cash flows from the time our PMX Gold Bullion Account becomes active and the PMX Gold ATM terminals are developed and put into use and positive cash flow product is generated.


Our capital strategy is to increase our near and mid term cash balance through financing transactions, including the issuance of debt and/or equity securities. Once our PMX Gold ATM terminal prototypes have been developed and put into the field we intend to work to develop a pro-forma financial model based on their results and pursue traditional Wall Street financing.


Off-Balance Sheet Arrangements


The Company had no material off-balance sheet arrangements as of December 31, 2015.


Critical Accounting Policies and Estimates Management's discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.




12



The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies. We believe our estimates and assumptions to be reasonable under the circumstances. However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern. If we are unable to continue as a going concern we would experience additional losses from the write-down of assets.


The Company uses the fair value recognition provision of ASC 718, “Compensation-Stock Compensation,” which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The Company uses the Black-Scholes option pricing model to calculate the fair value of any equity instruments on the grant date.


The Company also uses the provisions of ASC 505-50, “Equity Based Payments to Non-Employees,” to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50.


New Accounting Pronouncements


The Company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


Item 7a.  Quantitative And Qualitative Disclosures About Market Risk


Not applicable.




13



Item 8.  Financial Statements And Supplementary Data


PMX Communities, Inc.

Index to

Financial Statements


 

 

 

 

 

Page

Report of Independent Registered Public Accounting Firm

 

15

 

 

 

Audited Consolidated Balance Sheets of December 31, 2015 and 2014

 

16

 

 

 

Audited Consolidated Statements of Operations for the Years ended December 31, 2015 and 2014

 

17

 

 

 

Audited Consolidated Statement of Changes in Stockholders' Deficit

 

18

 

 

 

Audited Consolidated Statements of Cash Flows for the Years ended December 31, 2015 and 2014

 

19

 

 

 

Notes to Consolidated Financial Statements

 

20




14




STEVENSON & COMPANY CPAS LLC

A PCAOB Registered Accounting Firm  

12421 N Florida Ave.

Suite.113

Tampa, FL 33612

{813)443-0619

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders

PMX Communities, Inc.


We have audited the accompanying balance sheets of PMX Communities, Inc. as of December 31, 2015, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2015 and 2014.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PMX Communities, Inc. as of December 31, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Stevenson & Company CPAS LLC

Stevenson & Company CPAS LLC

Tampa, Florida

April 19, 2016


 

 

PCAOB Registered

 

 

AICPA Member




15



PMX Communities, Inc. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2015 and 2014


 

December 31,

December 31,

 

2015

2014

Assets

 

 

 

 

 

Current assets

 

 

  Cash and cash equivalents

$                         -

$                   13

Total current assets

-

13

 

 

 

Fixed assets

 

 

   Property and equipment , net

63,030

96,438

 

 

 

Other assets

 

 

 Security deposits

-

4,500

Total assets

$             63,030

$          100,951

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

Current liabilities

 

 

  Accounts Payable

$            35,379

$            69,070

  Accrued Interest

92,017

70,656

  Accrued Interest - related parties

-

18,548

  Related parties - short-term loan

-

230,873

  Notes payable - short term

153,367

153,367

Total current liabilities

280,764

542,514

 

 

 

Notes payable - long term

-

-

Total Liabilities

280,764

542,514

 

 

 

Stockholders' deficit

 

 

 

 

 

 Preferred stock, $0.0001 par value; authorized 10,000,000  shares, no shares issued or outstanding

-

-

 Common stock, $0.0001 par value; authorized 500,000,000

 

 

shares; issued and outstanding 97,115,124 and 93,115,124 shares as of December 31, 2015 and December 31, 2014

9,711

9,311

  Common stock payable

38,150

 

  Additional paid-in capital

3,024,261

2,719,776

  Accumulated deficit

(3,289,855)

(3,170,650)

Total stockholders' deficit

(217,733)

(441,563)

Total liabilities and stockholders' deficit

$            63,030

$          100,951


See accompanying notes to financial statements



16



PMX Communities, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31, 2015 and 2014


 

2015

2014

 

 

 

Net sales

$                    -

$            6,234

Cost of sales

-

10,521

Gross loss

-

(4,287)

 

 

 

Costs and expenses:

 

 

  Depreciation

33,408

31,737

  Selling, general and administrative expenses

86,175

264,355

 

119,583

296,092

Loss from operations

(119,583)

(300,379)

 

 

 

Interest expense

(25,307)

(14,750)

Interest expense - related parties

(9,810)

(18,964)

Settlement income

35,495

-

 

 

 

(Loss) before income taxes

(119,205)

(334,093)

Income taxes  

-

-

Net (loss)

$   (119,205)

$      (334,093)

 

 

 

 

 

 

Basic net income (loss) per share

$            0.00

$            (0.01)

 

 

 

Weighted average shares outstanding

 

 

  Basic

95,950,289

87,978,758


See accompanying notes to financial statements.





17



PMX Communities, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Deficit

For the Years Ended December 31, 2015 and 2014


 

Common Stock

Common Stock

Additional Paid-in

 Accumulated

Total Stockholders'

 

Shares

Par Value

Payable

Capital

 Deficit

Deficit

 

 

 

 

 

 

 

Balance December 31, 2013

81,912,764

$   8,191

$           -

$ 2,522,697

$  (2,836,557)

$  (305,669)

 

 

 

 

 

 

 

Common stock issued for services

5,250,000

525

 

113,150

-

113,675

 

 

 

 

 

 

 

Common stock issued for conversion of notes payable

5,952,360

595

 

58,929

-

59,524

 

 

 

 

 

 

 

In-kind services

-

-

 

25,000

-

25,000

 

 

 

 

 

 

 

Net loss - for the year ended December 31, 2014

-

-

-

-

(334,093)

(334,093)

 

 

 

 

 

 

 

Balance December 31, 2014

93,115,124

9,311

-

2,719,776

(3,170,650)

(441,563)

 

 

 

 

 

 

 

Common stock issued for services

4,000,000

400

-

15,600

-

16,000

 

 

 

 

 

 

 

Common stock to be issued for conversion of notes payable-related parties

-

-

38,150

288,885

-

327,035

 

 

 

 

 

 

 

Net loss - for the year ended December 31, 2015

-

-

-

-

(119,205)

(119,205

 

 

 

 

 

 

 

Balance December 31, 2015

97,115,124

$  9,711

$ 38,150

$ 3,024,261

$  (3,289,855)

$  (217,733)



See accompanying notes to financial statements.




18



PMX Communities, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014


 

2015

2014

 

 

 

Cash flows from operating activities

 

 

Net (loss)

$  (119,205)

$    (334,093)

Adjustments to reconcile net (loss) to net

 

 

 cash provided by (used in) operating activities:

 

 

  Settlement income

(35,495)

-

  Depreciation

33,408

31,737

  Issuance of common stock for services

16,000

138,675

Change in assets and liabilities

 

 

    Inventory

-

25,010

    Prepaid expenses and other current assets

-

1,000

    Security deposit

4,500

938

    Accounts payable

1,804

10,775

    Accrued interest

41,773

33,755

    Accrued expenses

-

(10,612)

Net cash used in operating activities

(57,215)

(102,815)

 

 

 

Cash flows from financing activities

 

 

  Proceeds from related party notes payable

57,202

99,872

Net cash provided by  financing activities

57,202

99,872

 

 

 

Net decrease in cash and cash equivalents

(13)

(2,943)

Cash and cash equivalents, beginning of fiscal year

13

2,956

Cash and cash equivalents, end of period

$              -

$              13

 

 

 

Supplementary information:

 

 

  Cash paid for :

 

 

     Interest

$              -

$               -

     Income taxes

$              -

$               -

 

 

 

Non-cash transactions:

 

 

     Common stock issued for services

$    16,000

$     138,675

     Conversion of notes payable and accrued interest into common stock

$   327,000

$       59,524


See accompanying notes to financial statements.



19



PMX Communities, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2015 and December 31, 2014


NOTE 1 – DESCRIPTION OF BUSINESS


PMX Communities, Inc.  "PMX" was organized under the laws of the State of Nevada on December 29, 2004 under the name Merge II, Inc. PMX's year end is December 31.


On September 28, 2010, the Company formed PMX Gold, LLC, (“PMX Gold”) a Florida limited liability company as a wholly owned subsidiary of the Company to assist with evaluating and pursuing opportunities within the Gold Mining and Retail Gold Sales Industries.


On September 28, 2011, the Company formed PMX Gold Bullion Sales Inc. (“PMX Bullion”), a Florida corporation as a wholly owned subsidiary of the Company.


PMX, (through its wholly owned subsidiaries PMX Gold, LLC and PMX Gold Bullion Sales Inc.) focuses on the development of leveraged opportunities within the Retail Gold Sales and Gold Mining Industries.


PMX Communities, Inc. and its wholly- owned subsidiaries are hereafter referred to as “the Company”.


NOTE 2 - GOING CONCERN


As reflected in the accompanying consolidated financial statements, the Company had a net (loss) of $(119,205) and ($334,093) for the years ended December 31, 2015 and 2014, respectively. The Company has a working capital deficit of $280,763 and a accumulated deficit of $3,289,855 as of December 31, 2015.


Based on the above considerations, there is a substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and/or attain working capital through financing or equity.  Management hopes that the continued placement of precious metals machines in the U.S.A. and the potential of a global rollout of additional dispensing terminals will bring sufficient revenues and investment into the Company to sustain its growth and operations.  Furthermore, the registrant feels organic growth through a new acquisition strategy in their other subsidiaries will assist the registrant in achievement of their goals. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.




20



NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


Our financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the valuation of inventories, deferred tax assets and equity transactions.


Principles of Consolidation


The consolidated financial statements include the accounts of PMX Communities, Inc. and its wholly-owned subsidiaries, PMX Gold, LLC and PMX Gold Bullion Sales, Inc. All inter-company transactions have been eliminated.


Financial Instruments and Fair Value


The Company’s balance sheet includes certain financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.


Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.


Equipment


Equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight line method over the estimated useful life of five years for equipment, seven years for molds and five years for furniture and fixtures.




21



Impairment of Long-Lived Assets


The Company evaluates the recoverability of long-lived assets and the related estimated remaining useful lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In such circumstances, those assets are written down to estimated fair value. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value.


Common Stock, Common Stock Options and Warrants


The Company uses the fair value recognition provision of ASC 718, "Compensation-Stock Compensation," which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The Company uses the Black-Scholes option pricing model to calculate the fair value of any equity instruments on the grant date.


The Company also uses the provisions of ASC 505-50, "Equity Based Payments to Non-Employees," to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50.


Income Taxes


Under the asset and liability method prescribed under ASC 740, Income Taxes, the Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.


The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2015 and 2014, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently



22



has no federal or state tax examinations nor has it had any federal or state examinations since its inception. The tax years for December 31, 2011-2015 remain subject to review by federal and state tax authorities.


Income tax expense (benefit) consists of the following for the years ended December 31:


 

2015

2014

Current:

 

 

Deferred

(6,100)

(54,000)

Federal

(35,100)

(64,800)

State

(3,700)

(6,900)

Total

(44,900)

(125,700)

 

 

 

Less reserve for allowance

44,900

125,700

Total income tax expense (benefit)

-

-


The net deferred income tax assets and (liability) consist of the following as of December 31:


 

2015

2014

Deferred:

 

 

Net deferred tax asset and liabilities

1,261,600

1,216,700

 

 

 

Less reserve for allowance

1,261,600

1,216,700

Total deferred tax assets and liabilities

-

-


Revenue Recognition


The Company recognizes revenue when it is realized and realizable.


- Persuasive evidence of an arrangement exists; and

- Delivery has occurred; and

- Price is fixed or determinable; and

- Collectability is reasonably assured


Subject to these criterions, the Company recognizes revenue at the time the merchandise is purchased and the machine dispenses the relevant merchandise. The Company offers its individual customers a 14-day warranty if the item is returned and if the TEP packaging is not broken. The customer will receive their money back. The Company estimates an allowance for sales returns based on historical experience with product returns. The Company closely follows the provisions of ASC 605, Revenue Recognition, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.




23



Income (loss) Per Common Share


Basic income (loss) per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. As of December 31, 2015 and 2014, the Company had no warrants issued and outstanding.


Recent Authoritative Accounting Pronouncement


In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements.


Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.


NOTE 4 – PROPERTY AND EQUIPMENT


Components of property and equipment are as follows:


 

December 31, 2015

December 31, 2014

 

 

 

Gold Machines

$        146,224

$                  146,224

Molds

8,909

8,909

Office Equipment

1,600

1,600

Office Furniture and Fixtures

3,366

3,366

Less:  Accumulated Depreciation

(97,069)

(63,661)

 

 

 

Property and Equipment, net

$          63,030

$                    96,438


Depreciation for the year’s ended December 31, 2015 and 2014 was $33,408 and $31,737, respectively.




24



NOTE 5 – NOTES PAYABLE, RELATED PARTY


Promissory Notes to related parties carry outstanding principal balances of $0 and $230,873 as of December 31, 2015 and December 31, 2014, respectively.  Related parties accrued interest was $0 and $18,548 as of December 31, 2015 and December 31, 2014, respectively.


NOTE 6 – NOTES PAYABLE


Promissory Notes carry outstanding principal balances of $153,367 and $153,367 as of December 31, 2015 and 2014, respectively.  Accrued interest was $92,017 and $70,656 as of December 31, 2015 and 2014, respectively. As of December 31, 2015 all of these notes are due on demand as their maturity dates have passed. All of these notes bear interest at rates ranging from 5% to 10% per annum.


NOTE 7 – EQUITY FINANCING


On December 11, 2014, the Company amended its Articles of Incorporation. The following are the authorized shares for each class:


Class

 

Par

 

Authorized

Preferred

 

0.0001

 

  10,000,000

Common

 

0.0001

 

500,000,000


Shares Issued for Services


On January 18, 2014, the Company issued 2,000,000 shares of stock to its CEO, Lindsey Perry in exchange for services.


On March 6, 2014 the Company issued 2,500,000 shares of stock to one consultant under its Stock Awards Amended Plan and charged $75,000 to operations for the period ended September 30, 2014.


On April 21, 2014 the Company issued an aggregate of 750,000 shares of stock to 3 separate consultants.  The aggregate fair market value of $18,675 was charged to operations for the period ended September 30, 2014.


On April 17, 2015, the Company issued 4,000,000 shares of stock to a company for services.  These shares were valued at fair market value, which on the date of issuance was $16,000 and expensed as consulting expense.




25



Warrants


No warrants were issued and outstanding during the years ended December 31, 2015 and 2014.


Shares Issued in Exchange for Notes Payable and Accrued Interest


On September 28, 2014, one noteholder converted his Promissory Notes with a principal of $47,600 and accrued interest $11,924, for a total balance of $59,524, which was exchanged for 5,952,360 shares of common stock.  The exchange shares were valued at the fair market trading price, therefore no gain or loss on the extinguishment of debt was recognized.


NOTE 8 – RELATED PARTY TRANSACTIONS


During the year ended December 31, 2015, one shareholder and his beneficial interests made aggregate loans of $57,202 to the Company.  The loans bear interest at 5% and each have a six-month maturity.  In December 2015, these new loans, prior year, related part loans and related accrued interest totaling approximately $327,000 were settled by the holders agreeing to receive 10,900,000 shares which were valued at $38,150.  The remaining balances of the loans were recorded as a capital contribution.


NOTE 9 – COMMITMENTS AND CONTINGENCIES


In January 2015, the Company entered into a one year lease agreement for office space for $1,325 per month beginning March 1, 2015.  The lease was ended in November 2015.




26



Item 9.  Changes In and Disagreements With Accountants On Accounting And Financial Disclosure


None


Item 9a.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2015.  We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be not effective as of December 31, 2015 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


Management’s Annual Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control over financial reporting is the process designed by and under the supervision of our chief executive officer and chief financial officer, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America.  These officers have evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting – Guidance for Smaller Public Companies .


Our chief executive officer and chief financial officer have assessed the effectiveness of our internal control over financial reporting as of December 31, 2015 and concluded that it was not effective because of the material weakness described below:



27




In connection with the preparation of our consolidated financial statements for the year ended December 31, 2015, material weaknesses became evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchange Commission due to the lack of resources and segregation of duties. A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.


The Company hired an outsource certified public accountant to work with our CFO and management on an as needed basis to eliminate the material weaknesses.  We will continue to aggressively recruit experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission. Although we believe that this corrective step will enable management to conclude that the internal controls over our financial reporting are effective when the staff is trained, we cannot assure you these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.


Evaluation of Changes in Internal Control over Financial Reporting


Our chief executive officer and chief financial officer have evaluated changes in our internal controls over financial reporting that occurred during the year ended December 31, 2015.  Based on that evaluation, our chief executive officer and chief financial officer, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Important Considerations


The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to



28



the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.



Item 9b.  Other Information


None




29



PART III


Item 10.  Directors, Executive Officers and Corporate Governance.


Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated.  We confirm that the number of authorized directors has been set at one or more in number pursuant to our bylaws.


Each director shall be selected for a term of one year and until his successor is elected and qualified.  Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified.  The directors, officers and significant employees are as follows:


NAME

 

AGE

 

POSITIONS HELD

 

SINCE

Lindsey Perry

 

62

 

CEO/ Director/ CFO/ Controller

 

April 19, 2012 to present


Business Experience of Officers, Directors and Significant Employees


Lindsey R. Perry, Jr. has been the chairman, chief executive officer, and chief financial officer of PMX Communities since April 19, 2012.  Mr. Perry graduated from Bucknell University in 1977 with a Bachelor of Science Degree in accounting.


The above named director will serve in his capacity as director until our next annual shareholder meeting to be held within six months of our fiscal year's close.  Directors are elected for one-year terms.


Section 16(a) Beneficial Ownership Reporting Compliance


To our knowledge, other than Lindsey Perry, no director, officer or beneficial owner of more than ten percent of any class of our equity securities, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during 2015.


Code of Ethics Policy


We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.




30



Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.  In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert.  Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.


Family Relationships


There are no family relationships between our officers and directors.


Involvement in Certain Legal Proceedings


None of our directors, executive officers and control persons has been involved in any of the following events during the past ten years:


·

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,


·

Any conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor offenses);


·

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or


·

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.




31



Item 11.  Executive Compensation


We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives.

Name and Principal Position

Year

 

Salary

Bonus

Stock Awards

Option Awards

 Non-Equity Incentive Plan Comp

Nonqualified deferred Comp Earnings

All Other Comp

Total

Lindsey Perry

2015

 

-

-

-

-

-

-

-

-

CEO/ CFO

2014

 

-

-

20,000

-

-

-

-

20,000


Item 12.  Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The following table sets forth, as of April 14, 2016, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer and significant employee, and (iv) all officers and directors as a group.


The number of shares listed below includes shares that each shareholder listed in the table has the right to acquire beneficial ownership of within 60 days.


Name and Address

 

Number & Class of Shares

 

Percentage of Outstanding Common Shares

Lindsey R. Perry, Jr. (1)

 

7,775,684 direct

 

8.01%

6505 NW 39 th Terrace

 

 

 

 

Boca Raton, FL 33496

 

 

 

 

 

 

 

 

 

Directors/ Officers

 

7,775,684 direct

 

8.01%

As a group one (1) person

 

 

 

 

 

 

 

 

 


Mark Goldstein

 

1,620,975 direct

 

1.67%

2700 N. Military Trail

 

38,952,360 indirect (2)

 

40.11%

Suite 130

 

 

 

 

Boca Raton, FL 33431

 

 

 

 


(1)Mr. Perry is an officer and director of PMX Communities.

(2)Represents common shares held by Dickinson Capital, LLC (a Florida limited liability company) that is controlled by Mark B. Goldstein.


Based upon 97,115,124 outstanding common shares as of April 14, 2016.



32




Item 13. Certain Relationships and Related Transactions, and Director Independence


In 2015 and 2014, Mark Goldstein loaned the Company $57,202 and $99,872, respectively.


On January 6, 2014, the Company issued 2,000,000 common shares to Lindsey Perry for future services.


Director Independence

All of our directors are independent as such term is defined by a national securities exchange or an inter-dealer quotation system.  During the years ended December 31, 2015 and 2014 there were no transactions with related persons other than as described in the section below.


Item 14. Principal Accounting Fees and Services


On August 3, 2015, the Company dismissed Messineo & Co., CPAs, LLC as their registered independent public accountant.  On August 3, 2015, the Company engaged Cutler & Co., LLC as their new independent public accountant.  On November 16, 2015, Cutler & Co., LLC resigned as the Company’s registered independent public accountant.  On November 16, 2015, the Company engaged Stevenson & Company CPAs LLC as their new independent public accountant.  The following shows the fees that were billed for the audit and other services provided by such firms for 2015 and 2014.


Audit fees paid to Messineo & Co.: 2015 - $12,500, 2014 - $17,500

Audit fees paid to Cutler & Co., LLC: 2015 - $3,000

Audit fees paid to Stevenson & Company CPAs LLC: 2015 - $15,500


Audit related fees paid to Messineo & Co.: 2015 - $0, 2014 - $0

Audit related fees paid to Cutler & Co., LLC: 2015 - $0

Audit related fees paid to Stevenson & Company CPAs LLC: 2015 - $0


Tax fees paid to Messineo & Co.: 2015 - $0, 2014 - $0

Tax fees paid to Cutler & Co., LLC: 2015 - $0

Tax fees paid to Stevenson & Company CPAs LLC: 2015 - $0


All other fees paid to Messineo & Co.: 2015 - $0, 2014 - $0

All other fees paid to Cutler & Co., LLC: 2015 - $0

All other fees paid to Stevenson & Company CPAs LLC: 2015 - $0




33



Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on   audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.


Audit-Related Fees - This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.


Tax Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.


Pre-approval Policy

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors.  Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services.  Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board.  Any such approval by the designated member is disclosed to the entire Board at the next meeting.  The audit and tax fees paid to the auditors with respect to 2014 were pre-approved by the entire Board of Directors.


Board of Directors Report

The Board of Directors has reviewed and discussed with the Company's management and independent auditor the audited consolidated financial statements of the Company’s contained in the Company's Annual Report on Form 10-K for the Company's fiscal year ended December 31, 2015.  The Board has also discussed with the independent auditor the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's consolidated financial statements.


The Board has received and reviewed the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the Board concerning independence, and has discussed with its independent auditor its independence from the Company.


The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.


Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements in the Company's Annual Report on Form 10-K for its fiscal year ending December 31, 2015 for filing with the SEC.



34



PART IV


Item 15.   Exhibits, Financial Statement Schedules  


(a)(1)  List of Financial statements included in Part II hereof  


Balance Sheets, December 31, 2015 and 2014

Statements of Operations for the years ended December 31, 2015 and 2014

Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2015 and 2014

Statements of Cash Flows for the years ended December 31, 2015 and 2014

Notes to the Financial Statements  


(a)(2) List of Financial Statement schedules included in Part IV hereof:  None.

(a)(3) Exhibits  


The following exhibits are included herewith:


Exhibit No.

      Description

31

 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document


*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.




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NO.

DESCRIPTION

FILED WITH

DATE FILED

3.1

Articles of Incorporation

Form S-1

September 3, 2009

3.2

Certificate of Amendment

Form S-1

September 3, 2009

3.3

Certificate of Change

Form S-1

September 3, 2009

3.4

Certificate of Amendment

Form 8-K

December 12, 2014

3.5

Bylaws

Form S-1

September 3, 2009

4.1

PMX Stock Awards Plan

Form S-8

November 11, 2013

10.1

Lease-Purchase Option

Form S-1

September 3, 2009

10.2

Revised Assignment and Assumption

Form S-1/A

October 16, 2009

10.3

Agreement with Invisosoft

Form S-1

September 3, 2009

10.4

Business Consultant Agreement

Form S-1

September 3, 2009

10.5

Gervis Agreement

Form S-1/A

October 16, 2009

10.6

Partial Satisfaction of Promissory Notes

Form S-1/A

October 16, 2009

10.7

Mark Goldstein Note Dated 2/13/09

Form S-1/A

October 16, 2009

10.8

Barry Roderman Note Dated 2/13/09

Form S-1/A

October 16, 2009

10.9

Mark Connell Note Dated 2/27/09

Form S-1/A

October 16, 2009

10.10

Andrew Goldstein Note Dated 3/8/09

Form S-1/A

October 16, 2009

10.11

Philip and Cynthia Liberty Note  Dated 6/19/09

Form S-1/A

October 16, 2009

10.12

Glenn Murphy Note Dated 6/25/09

Form S-1/A

October 16, 2009

10.13

Financing Agreement Dated 8/18/10

Form 8-K

October 20, 2010

10.14

Agreement Dated 9/2/10

Form 8-K

October 20, 2010

10.15

Agreement Dated 10/5/10

Form 8-K

October 20, 2010

10.16

Transmedia Consulting Agreement

Form 8-K

December 20, 2010

10.17

Tritos Consulting Agreement

Form 8-K

December 20, 2010

10.18

Development Agreement

Form 8-K

August 29, 2011

10.19

Financing Agreement

Form 8-K

August 29, 2011

10.20

Employment Agreement

Form 8-K

August 29, 2011

10.21

2011 Stock Awards Plan

Form 8-K

August 29, 2011

10.22

First Amendment to Executive Employment Agreement

Form 8-K/A

February 15, 2012

10.23

Promissory Note

Form 8-K/A

February 15, 2012

16.1

Auditor's Letter

Form 8-K/A

February 22, 2013

99.1

Confidentiality Agreement

Form 8-K

May 21, 2012




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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


PMX COMMUNITIES, INC.


BY: /s/ Lindsey Perry

Lindsey Perry

Chief Executive Officer, Chief Financial Officer

Dated: April 19, 2016


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.


By: /s/ Lindsey Perry

Lindsey Perry

Chief Executive Officer, Chief Financial Officer, Director, Controller

Dated: April 19, 2016



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