UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No.    )1

 

AXIM Biotechnologies, Inc.

(Name of Issuer)

Common Stock, par value $.0001

(Title of Class of Securities)

05463J 107

(CUSIP Number)

John W. Huemoeller II

6191 Cornerstone Court, E., Suite 114

San Diego, CA 92121

(858)923-4422

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 20, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

________________________________________

1* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 

 

 

 

 

 

CUSIP No. 05463J 107

 

13D

 

Page 2 of 4 Pages

 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Juniper & Ivy Corporation (EIN-84-2490117)

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

SOURCE OF FUNDS (see instructions)
 
OO

 

 

5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨

 

 

6.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA

 

 

 

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

 

SOLE VOTING POWER
 
500,000

 

8.

 

SHARED VOTING POWER
 
0

 

9.

 

SOLE DISPOSITIVE POWER
 
500,000

 

10.

 

SHARED DISPOSITIVE POWER
 
0

 

 

 

 

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000

 

 

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

100%

 

 

14.

 

TYPE OF REPORTING PERSON (see instructions)

CO

 

 


 

CUSIP No. 05463J 107

 

13D

 

Page 3 of 4 Pages

 

Item 1.  Security and Issuer.

 

 This Schedule 13D relates to the Series C Preferred stock, par value $.0001 per share, (the “Shares”) of AXIM Biotechnologies, Inc., a Nevada corporation (the “Company” or the “Issuer”).  The principal executive offices of the Company are 6191 Cornerstone Court, E., Suite 114, San Diego, CA 92121.

 

Item 2.  Identity and Background.

 

(a)  This statement is filed by Juniper & Ivy Corporation (the “Reporting Person”) a Nevada corporation.

 

(b)  The principal business of Reporting Person is a holding company.

 

(c)  The Reporting Person’s principal address is 5201 Memorial Drive #616, Houston, TX 77007.

 

(d) The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

 

(e) The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

 Reporting Person purchased the Shares with private funds at a purchase price of One Dollar ($1.00) per share.  Payment was made with a $65,000 cash payment and a $435,000 face value promissory note. 

 

Item 4.  Purpose of Transaction.

 

The Reporting Person acquired the Shares, and holds the Shares, for investment purposes. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of common stock and/or retain and/or sell all or a portion of the Shares held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Shares held by the Reporting Person to other entities. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the price levels of the Issuer’s common stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor’s need for liquidity, and other future developments. Any future acquisitions of the Issuer’s securities will be subject to the Company’s policies, including its insider trading policy, as applicable.  Except as set forth above, the Reporting Person has no present plans or intentions which would result in or relate to any of the transactions described herein this Item 4.

 

Item 5.  Interest in Securities of the Issuer.

 

 (a)  The aggregate number of shares of Series C Preferred Stock to which this Schedule 13D relates is 500,000 shares.  The shares represent 100% of the Series C Preferred Stock issued and outstanding.

 

(b)  Reporting Person has sole voting and dispositive power over the shares of common stock in which Reporting Person owns.

 

(c)  See Item 3, above.

 

(d)  Not Applicable.

 

(e)  Not Applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

 None

 

Item 7.  Material to Be Filed as Exhibits.

 

 None


 

 

 

 

 

 

CUSIP No. 05463J 107

 

13D

 

Page 4 of 4 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

/s/ John W. Huemoeller II

 

John W. Huemoeller, President

 

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