UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO SECTION
13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report
(Date of earliest event reported)
November
5, 2015
Dewmar
International BMC, Inc.
(Exact Name of
Registrant as Specified in Its Charter)
NEVADA
(State or
Other Jurisdiction of Incorporation)
|
|
001-32032
|
26-4465583
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
132 E.
Northside Dr., Suite C
Clinton,
Mississippi 39065
(Address of
Principal Executive Offices) (Zip
Code)
(877)
747-5326
(Registrant's
Telephone Number, Including Area Code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 - OTHER
EVENTS
Classification or SIC
Code
On December 10, 2014 Dewmar
International BMC, Inc. (“the Company’) changed its primary
Industry Classification or SIC code from 2080 Beverages to 8741
Management Services to more accurately reflect the Company’s broad
portfolio of products and services it manages across various
vertical markets.
Dewmar International Brand
Management Company, Inc. is a U.S. based brand management services
company that specializes in developing or acquiring new products,
brands or companies for successful launch or distribution in both
national and international markets. Dewmar International's primary
business strategy has been in transforming high profit-margin
brands traditionally set for niche consumer markets and making them
available to general consumer markets by building a sustainable
business growth model. The Company currently manages multiple
brands and services across a complimentary set of consumer good
categories and Health & Wellness industry verticals.
Additionally, the Company now
recognizes it’s secondary SIC code as 7389 Business Services, Not
Elsewhere Classified. This new SIC Code designation is the result
of a significant portion of the company’s revenues being generated
through Fee-For-Service (FFS) agreements entered into with
companies in the health care and pharmaceutical industry to provide
them with outsourced sales and marketing functions. Fulfillment of
these service agreements has been provided by Dewmar
International’s subsidiary, Health & Wellness Research
Consortium, LLC (HWRC). Upon consolidation of financials with its
subsidiary company, HWRC; the majority of Dewmar International’s
revenue is now generated from business activity beyond beverage
sales.
For history on our SIC Code
status, reference the company’s 8K filing on June 25, 2013 which
announced the company’s pursuit to update its SIC Code in an effort
to better categorize the business with its strategic outlook and
business functions. At the time, the company was not allowed to
update its SIC Code because its primary source of revenue was from
the sales of products and brands classified within the beverage
category. As stated above, the more current sources of revenue for
the company has broadened beyond beverages and in Management’s
opinion, the updated SIC Codes more accurately reflect the
company’s current business activity.
Authorized Shares
As of November 5, 2015, the
total number of Authorized Shares are 4,500,000,000 with the number
of Issued and Outstanding shares currently at 2,426,163,513.
The current float remains at 2,225,613,590 shares with no
change reported since March 30, 2014.
Financial Statements And
Exhibits
Information presented herein
in based on UNAUDITED consolidated financial statements of Dewmar
International BMC, Inc. and its subsidiaries for the full year
2014. The financials were compiled by a third party accounting firm
and HAVE NOT been reviewed by our auditor of record, Malone
Bailey.
These unaudited financial
statements do not substitute the Company’s plan to provide the
audited 2014 financial results which are scheduled for release in
the first quarter of 2016.
2
The unaudited financial
information set forth herein is preliminary and subject to
adjustments and modifications. Adjustments and modifications to the
financial statements may be identified during the course of the
audit work, which could result in significant differences from this
preliminary unaudited financial information.
After review of the financial
presentation, in management’s opinion, the financial statements
present fairly, in all material respects, the financial position of
the company in light of the facts known up to the date of
disclosure.
Dewmar International BMC,
Inc. does not assume responsibility for, or makes any
representation or warranty, express or implied, with respect to,
the accuracy, adequacy or completeness of the information contained
in this presentation and expressly disclaims any liability based on
such information, errors therein or omissions therefrom. This
presentation includes elements of subjective judgment and
information that may or may not prove to be accurate or
correct.
This document has been
prepared solely for informational purposes in connection with a
sizable proposed, material event to assist interested parties in
receiving information on Dewmar International BMC, Inc. Recipients
are responsible for making their own evaluation of Dewmar
International BMC, Inc. and its financial standing. Information and
figures herein do not purport to be all-inclusive or to contain all
the information that recipients may desire. In all cases,
interested parties should conduct their own independent
investigation and analysis and are reminded of the pending audited
financials for the full fiscal year 2014 which are scheduled for
release in the first quarter of 2016.
ITEM 9.01 FINANCIAL
STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not
Applicable.
b) Not
Applicable.
c) Not
Applicable.
d)
Exhibits
|
|
No.
|
Exhibits
|
|
|
99.1
|
Consolidated Balance Sheet
12-31-14
|
99.2
|
Consolidated Cash Flow
Statement 12-31-14
|
99.3
|
Consolidated Profit &
Loss Statement 12-31-14
|
3
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
hereunto duly authorized.
Date: November 5,
2015
By: /s/ Marco
Moran
Name: Marco
Moran
Title: Chief Executive
Officer
4
EXHIBIT
INDEX
|
|
Exhibit No.
|
Description of
Exhibit
|
|
|
99.1
|
Consolidated Balance Sheet
12-31-14
|
99.2
|
Consolidated Cash Flow
Statement 12-31-14
|
99.3
|
Consolidated Profit &
Loss Statement 12-31-14
|
5
Dewmar
International BMC, Inc.
Consolidated Balance Sheet
As of
December 31, 2014
UNAUDITED
|
|
|
|
Dewmar
|
|
International
|
|
Consolidated
|
|
|
ASSETS
|
|
|
|
Current Assets
|
|
Cash and cash equivalents
|
$
|
3,603,899
|
Account receivables
|
|
100,502
|
Related party receivable
|
|
-
|
Advances to related party
|
|
-
|
Inventory
|
|
128,499
|
Prepaid expenses and other current assets
|
|
-
|
Total Current Assets
|
$
|
3,832,900
|
|
|
|
Investment in Cirrus MD
|
|
20,000
|
|
|
|
Property & equipment, net of
accumulated
depreciation of $21,760
|
|
19,295
|
|
|
|
Total assets
|
$
|
3,872,195
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
DEFICIT
|
|
|
|
|
|
Current Liabilities
|
|
|
Accounts payable and accrued liabilities
|
$
|
762,323
|
Notes payable and Accrued Interest
|
|
276,387
|
Convertible Notes payable, net of
unamortized
|
|
|
discount of $34,047
|
|
127,911
|
Derivative liability
|
|
317,665
|
Total Current Liabilities
|
$
|
1,484,286
|
|
|
|
Total Liabilities
|
$
|
1,484,286
|
|
|
|
Stockholders' Equity
|
|
|
Preferred Stock; $0.001 par value;
50,000,000
shares authorized;
50,000,000 and - issued and outstanding,
respectively
|
$
|
50,000
|
|
|
|
Common stock; $0.001 par value;
2,450,000,000
shares authorized, 2,476,163,513 issued and
outstanding
at December 31, 2014
|
|
3,510,513
|
|
|
|
Additional paid-in capital
|
|
3,586,296
|
Retained Earnings (Accumulated deficit)
|
|
(4,758,900)
|
Total Stockholders' Deficit
|
$
|
2,387,909
|
|
|
|
Total Liabilities and Stockholders'
Deficit
|
$
|
3,872,195
|
Dewmar
International BMC, Inc.
Consolidated Cash Flow Statement
For the
Year Ended December 31, 2014
UNAUDITED
|
|
|
|
Dewmar
|
|
International
|
|
Consolidated
|
|
|
Net Income
|
$
|
2,045,955
|
Adjustments to reconcile
Net Income to Net Cash
Provided by
Operations
|
|
|
Accounts Receivable
|
|
(77,553)
|
Inventory
|
|
(93,355)
|
Prepaid Expenses
|
|
6,000
|
Depreciation Expense
|
|
7,550
|
Accounts Payable and Accrued
Liabilities
|
|
47,453
|
Notes Payable and Accrued
Interest
|
|
264,496
|
|
|
|
Net Cash Provided by
Operating Activities
|
|
2,200,545
|
|
|
|
Net Cash Used for
Investing Activities
|
|
(20,000)
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
Common Stock
|
|
442,164
|
Common Stock Payable
|
|
599,100
|
Paid-In Capital in Excess of
Par
|
|
374,856
|
Net cash provided by
financing activities
|
|
1,416,120
|
|
|
|
Net cash increase for
period
|
|
3,596,665
|
Cash at beginning of
period
|
|
7,234
|
Cash at end of
period
|
$
|
3,603,899
|
Dewmar
International BMC, Inc.
Profit
& Loss Statement
For the
Year Ended December 31, 2014
UNAUDITED
|
|
|
|
Dewmar
|
|
International
|
|
Consolidated
|
|
|
Revenue, net
|
$
|
4,130,950
|
|
|
|
Cost of goods sold
|
|
155,989
|
|
|
|
Gross profit
|
$
|
3,974,961
|
|
|
|
Operating expenses
|
|
|
Occupancy and related
expenses
|
$
|
33,144
|
Marketing and advertising
|
|
36,085
|
General and administrative
expenses
|
|
1,437,494
|
Contract labor
|
|
116,647
|
Total operating
expenses
|
$
|
1,623,370
|
|
|
|
Profit (Loss) from
operations
|
$
|
2,351,591
|
|
|
|
Other income
(expenses)
|
|
|
Interest expense
|
$
|
(49,451)
|
Gain (loss) on derivative
liability
|
|
(256,185)
|
Loss on settlement of
accounts payable
|
|
-
|
Loss on extinguishment of
debt
|
|
-
|
Total other
expenses
|
$
|
(305,636)
|
|
|
|
Net Income
|
$
|
2,045,955
|
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