U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Amendment #1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2021
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 000-54296
AXIM
Biotechnologies, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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27-4029386
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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6191 Cornerstone Court, E. Suite 114
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San
Diego, CA 92121
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(Address of principal executive offices)
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(858) 923-4422
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed
since last report)
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes [ ] No
[X]
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 the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule12b-2 of the Exchange
Act.
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Large
accelerated
Filer
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Accelerated
Filer
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Non-accelerated filer
(Do
not check if smaller
reporting company)
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Smaller
reporting
Company
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Emerging
growth
Company
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[
]
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[
]
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[
]
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[X]
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[
]
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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). Yes [ ] No
[X]
1
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents
and reports required to be filed by Section 12, 13, or 15(d) of the
Exchange Act of 1934 after the distribution of securities under a
plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date:
128,860,100 of common stock, par value $0.0001 per share,
outstanding as of May 24, 2021.
2
EXPLANATORY NOTE
The
sole purpose of this Amendment No. 1 to the Quarterly Report on
Form 10-Q (the “Form 10-Q”) for the period ended March 31, 2021, is
to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405
of Regulation S-T. Exhibit 101 to the Form 10-Q provides the
financial statements and related notes from the Form 10-Q formatted
in XBRL (eXtensible Business Reporting Language). No other
changes have been made to the Form 10-Q. This Amendment No. 1 to
the Form 10-Q speaks as of the original filing date of the Form
10-Q, does not reflect events that may have occurred subsequent to
the original filing date, and does not modify or update in any way
disclosures made in the original Form 10-Q. Pursuant to Rule
406T of Regulation S-T, the interactive data files on Exhibit 101
hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, are deemed not filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and
otherwise are not subject to liability under those sections.
3
Item 6. Exhibits.
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Statements
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Condensed
Consolidated Balance Sheets as of March 31, 2021 (unaudited) and
December 31, 2020.
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Condensed
Consolidated Statements of Operations for the three months ended
March 31, 2021 and 2020 (unaudited)
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Condensed
Consolidated Statements of Changes in Shareholders’ Deficit for the
three months ended March 31, 2021 and 2020 (unaudited)
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Condensed
Consolidated Statements of Cash Flows for the three months ended
March 31, 2021 and 2020 (unaudited)
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Notes to
Condensed Consolidated Financial Statements (unaudited)
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Schedules
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All schedules
are omitted because they are not applicable, or the required
information is shown in the Financial Statements or notes
thereto.
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4
Item 15. Exhibits.
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Exhibits
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Exhibit #
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Incorporated
by
Reference
(Form Type)
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Filing Date
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Filed
with
This
Report
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Articles of
Incorporation, as filed with the Nevada Secretary of State on
November 18, 2010.
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3.1
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10-Q
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11/14/2014
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Certificate of
Amendment, as filed with the Nevada Secretary of State on July 24,
2014.
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3.2
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10-Q
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11/14/2014
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Amended and
Restated (As of August 17, 2016) Bylaws of AXIM Biotechnologies,
Inc.
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3.3
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10-Q
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8/22/2016
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Certificate of
Designation of Series B Preferred Stock
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3.4
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10-Q
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8/22/2016
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Certificate of
Designation of Series C Preferred Stock
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3.5
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10-Q
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8/22/2016
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Amended and
Restated Employment Agreement effective September 1, 2016, by and
between AXIM International, Inc. and Dr. George E. Anastassov
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10.1
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10-Q
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11/21/2016
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Amended and
Restated Employment Agreement effective September 1, 2016, by and
between AXIM International, Inc. and Lekhram Changoer
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10.2
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10Q
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11/21/2016
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Employment
Agreement effective September 1, 2016, by and between AXIM
International, Inc. and Dr. Philip A. Van Damme.
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10.3
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10-Q
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11/21/2016
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Code of Business
Conduct and Ethics
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14.1
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10-Q
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11/20/2017
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Certification of
Principal Executive Officer Pursuant to Rules 13a-14(a) and
15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.1
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X
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Certification of
Principal Financial Officer Pursuant to Rules 13a-14(a) and
15d-14(a) under the Securities Exchange Act of 1934, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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X
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Certification of
Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.1
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X
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Certification of
Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2
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X
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Nominating and
Governance Committee Charter
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99.1
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10-Q
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11/20/2017
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Compensation
Committee Charter
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99.2
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10-Q
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11/20/2017
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Audit Committee
Charter
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99.3
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10-Q
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11/20/2017
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XBRL Instance
Document
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101.INS
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X
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XBRL Taxonomy
Extension Schema Document
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101.SCH
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X
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XBRL Taxonomy
Extension Calculation Linkbase Document
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101.CAL
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X
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XBRL Taxonomy
Extension Definition Linkbase Document
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101.DEF
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X
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XBRL Taxonomy
Extension Label Linkbase Document
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101.LAB
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X
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XBRL Taxonomy
Extension Presentation Linkbase Document
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101.PRE
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X
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5
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.
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AXIM
BIOTECHNOLOGIES, INC.
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Dated:
June 1, 2021
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By:
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/s/
John W. Huemoeller II
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John W.
Huemoeller II
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President and Director
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Principal Executive Officer
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Dated:
June 1, 2021
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By:
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/s/
Robert Malasek
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Robert
Malasek
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Principal Financial Officer
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6